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SALES ORDER - TERMS AND CONDITIONS
- DELIVERY: SELLER shall de-install and prepare the Equipment for shipping using standard packaging materials acceptable for
padded van pickup and accomplished by qualified independent contractors or the original Equipment manufacturer. SELLER shall deliver the
Equipment to BUYER at the locations and on the dates set forth on page 1 of the Sales Order. Irrespective of any other provision hereof, BUYER shall bear risk of damage from fire, the elements or otherwise from the date of shipment regardless of whether the purchase price has been received by SELLER. All shipping and insurance costs shall be borne and promptly paid by BUYER.
- AVAILABILITY OF EQUIPMENT: SELLER will make reasonable efforts to make the Equipment available to BUYER per the
dates set forth herein. SELLER will not be liable for conditions out of its control including but not limited to weather, traffic routing, etc that delay the Equipment availability date.
- PAYMENT: Unless otherwise stated on the Sales Order, payment terms are COD.
- MAINTENANCE; WARRANTIES; DISCLAIMERS: SELLER warrants and represents to BUYER: (a) SELLER, at the time of delivery of the Equipment, will be the lawful owner of the Equipment free and clear of all liens and encumbrances of every kind and manner. SELLER will supply BUYER with a Bill of Sale evidencing such title and warranty; and (b) SELLER at the time of delivery, will have the full
right, power and authority to sell the Equipment. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES.
- INSPECTION: Equipment shall be subject to BUYER's reasonable inspection and approval before delivery at BUYER's option.
Any Equipment returned to SELLER will be at BUYER's expense unless otherwise defined herein. Any Equipment rejected by BUYER as a
result of a BUYER error will be subject to a 10% restocking fee in addition to the return shipping costs unless waived by SELLER. Any restocking
fee waived by SELLER does not set a precedent on future Sales Orders. Any Equipment found to be damaged upon arrival at BUYER's delivery
location set forth herein must be communicated to SELLER within 48 hours via e-mail or per Section 10 below. BUYER agrees to work in good faith to resolve any missing or damaged items found to determine the source of the missing or damaged occurrence by providing digital photographs, signed Bill of Ladings, and any other reasonable documentation.
- TAXES: If BUYER is purchasing the Equipment for resale, it will provide a duly executed resale certificate to SELLER.
SELLER will accept said certificate in lieu of the collection of any sales taxes from BUYER. All other taxes of any nature, including personal property taxes, shall be the sole obligation of the BUYER.
- INDEMNITY: BUYER shall defend, indemnify and hold SELLER, or its assigns, harmless from and against any and all claims, losses, damages, suits, judgments, fines, penalties, or any other loss including costs, expenses, and attorney's fees arising out of or occurring in connection with this order. This shall include but not be limited to BUYER's infringement or violation of the right of a person, such as under any
patent, trademark or copyright laws. All indemnification obligations of BUYER shall extend to the officers, directors, employees, and agents of the
SELLER or its assigns and shall continue notwithstanding completion, acceptance or payment relating to this order.
- ASSIGNABILITY: Neither this Purchase Order nor any claim pursuant to this order shall be assignable in whole or in part by BUYER or by operation of law, without the prior written consent of the SELLER. Any such purported assignment without such consent shall be void.
- INSOLVENCY: SELLER reserves the right to cancel all or any part of this order in the event BUYER becomes insolvent or involved in
Insolvency proceedings, including without limitation, an assignment for the benefit of creditors, and in any of these events, BUYER agrees to immediately notify SELLER in writing.
- NOTICE: Any notice provided for herein shall be in writing and sent by registered or certified mail, postage prepaid, addressed to the party for which it is intended at the address set forth on the Purchase Order. Said notice will be deemed to be effective upon receipt or three days from the date of mailing, whichever comes first.
- CONFLICT OF INTEREST: BUYER will not pay any fees to any employee of the SELLER, nor favor any employee of the SELLER with gifts or entertainment of significant cost or value.
- COMPLIANCE WITH LAWS: BUYER shall obtain and maintain, at it own expense, all permits and licenses required by law with respect to any Equipment and/or performance of this Agreement, and shall comply with applicable foreign, state, and local laws, ordinances, rules, regulations, court orders, and governmental or regulatory agency orders, including without limitation, (a) the Comprehensive applicable environmental laws and regulations, including those related to handling, scrap, destruction or other disposition of hazardous and non-hazardous wastes, materials, or substances; (b) the Telecommunications Act of 1996 and all rules, regulations, and order issued in connection therewith; (c) U.S. export laws and regulations, the Foreign Corrupt Practices Act, and anti-boycott laws, and US export laws and regulations prohibiting the unauthorized export or re-export of certain items to certain countries or residents of certain. Specifically, BUYER warrants that the shipment or
provision of Equipment will not violate U.S. export laws or regulations, or the import laws and regulations of foreign states. BUYER shall be responsible for obtaining, recording, filing, maintaining, and paying for all export and import documentation, including all licenses and permits.
SELLER is not the exporter of any purchased item. BUYER acknowledges that the Equipment, including any Embedded Software may be subject to U.S. and applicable foreign export laws or regulations. It is the BUYER's obligation to determine the applicability of export or import control or
other laws to the Equipment purchased, and BUYER covenants and agrees to abide by such laws. The requirements of this Article with regards to items of Equipment that have been delivered to BUYER shall survive the termination or cancellation of this Purchase Order. All provisions apply
to subcontractors of BUYER.
- CONFLICTS: Any conflicting terms or language between this Sales Order and any internally generated Purchase Order from BUYER shall be governed by the SELLER's terms and conditions contained herein. Any revised terms and conditions on page 1 of SELLER's Sales Order shall prevail over any conflicts with language from page 2. This Sales Order shall be construed in accordance with the laws of the State of New York.
P 2of2: infinit Technology Solutions
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