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Documents. These terms and conditions may NOT be altered,
supplemented, or amended by the use of any other document(s),
except as otherwise noted. Any attempt to alter, supplement
or amend this document or to enter an order for product(s) or
services and support that are subject to additional or altered
terms and conditions will be null and void, unless otherwise
agreed to in a written agreement signed by both Customer and
Modcomp.
2. Governing
Law. THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD
TO ITS CONFLICTS OF LAWS RULES.
3. Payment
Terms; Orders; Quotes; Interest. Terms of payment are
within Modcomp's sole discretion, and unless otherwise agreed
to by Modcomp, payment must be received by Modcomp prior to
Modcomp's acceptance of an order. Payment for the products
and services and support will be made by credit card, wire
transfer, or some other prearranged payment method unless
credit terms have been agreed to by Modcomp. Invoices are
due and payable within the time period noted on the invoice,
measured from the date of the invoice. Orders are not binding
upon Modcomp until accepted by Modcomp. Any quotations given
by Modcomp will be valid for the period stated on the quotation.
Customer agrees to pay interest on all past-due sums at the
rate of 18% per annum or the highest rate allowed by law,
whichever is lower. Should Customer fail to pay the invoiced
amount in accordance with its terms, Customer agrees to reimburse
Modcomp for its costs of collection, including, without limitation,
its attorney's fees.
4. Shipping
Charges; Taxes. Separate charges for shipping and handling
will be shown on Modcomp's invoice(s). Unless Customer provides
Modcomp with a valid and correct tax exemption certificate
applicable to the product ship-to location prior to Modcomp's
acceptance of the order, the Customer is responsible for sales
and all other taxes associated with the order, however designated,
except for Modcomp's franchise taxes and taxes on Modcomp's
net income. If applicable, a separate charge for taxes will
be shown on Modcomp's invoice.
5. Title;
Risk of Loss. Title to products passes from Modcomp to
Customer on shipment from Modcomp. Loss or damage that occurs
during shipment is Customer's responsibility. Title to software
will remain with the applicable licensor(s).
6. No
Warranty by Modcomp. Customer's sole and exclusive remedy
for defective products shall be limited solely to the warranty
provided by the manufacturer of the particular component or
system, if any. no warranty, express or implied is given
by Modcomp AND MODCOMP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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7. Return
Policies. Modcomp systems and parts that are purchased directly
from Modcomp may only be returned by Customer in accordance
with Modcomp's return policy in effect on the date of the invoice.
8. Exchanges.
From time to time, Modcomp may, in its sole discretion, exchange
products or portions of a product. Any exchanges will be made
in accordance with Modcomp's exchange policies in effect on
the date of the exchange.
9. Limitation
of Liability. MODCOMP DOES NOT ACCEPT LIABILITY BEYOND
THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR
PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED
DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT.
MODCOMP WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS
OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR
ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED
HEREIN. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO
THE PURCHASE OF PRODUCTS. MODCOMP IS NOT LIABLE OR RESPONSIBLE
FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT
PAID BY CUSTOMER FOR THE PURCHASE OF PRODUCTS UNDER THIS AGREEMENT.
10. Applicable
Law; Not For Resale. Customer agrees to comply with all
applicable laws and regulations of the various states and
of the United States. Customer agrees and represents that
it is buying for its own internal use only, and not for resale
or for export from the territories of the United States.
11.
Dispute Resolution The parties will attempt to resolve
any claim, or dispute or controversy (whether in contract,
tort or otherwise) against Modcomp, its agents, employees,
successors, assigns or affiliates (collectively for purposes
of this paragraph, "Modcomp" ) arising out of or relating
to this Agreement, Modcomp's advertising, or any related purchase
(a "Dispute" ) through face to face negotiation with
persons fully authorized to resolve the Dispute or through
mediation utilizing a mutually agreeable mediator, rather
than through litigation. If the parties are unable to resolve
the Dispute through negotiation or mediation within a reasonable
time after written notice from one party to the other that
a Dispute exists, the Dispute will be settled by binding arbitration
in accordance with the then current rules of the American
Arbitration Association.
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