Mobile
Rugged Technologies Inc.
Version
No. 2.1 August 1, 2017
THE
TERMS AND CONDITIONS SET FORTH BELOW CONSTITUTE THE ENTIRE AGREEMENT BETWEEN
1)
TERMINOLOGY
As used herein, “Quote” means that document issued by Mobile Rugged to
Customer for the sale of hardware manufactured by Mobile Rugged or third party
hardware and/or third party software and any associated installation,
configuration or other services as described therein.
As used herein, "Customer" means the purchaser of goods and/or
services from Mobile Rugged identified in the Quote referencing this Standard
Terms and Conditions of Sale document (the “Agreement”).
As used herein, "Mobile Rugged "
means Mobile Rugged Technologies Corp., DBA ElectroArt Design and DBA All Circuits
Repairs , a Florida Corporation and manufacture of military and industrial
grade IT equipment, unless otherwise specified in the Quote referencing this
Agreement.
As used herein, “Product” means any hardware, software, installation or
third party-provided maintenance service purchased and delivered to the
Customer hereunder.
As
used herein, “Manufacture” means the
company that manufactures the product, most of Mobile Rugged products are
design and manufactured by Mobile Rugged.
2)
PRICES, DISCOUNTS AND QUOTATIONS.
All
prices are subject to change without notice prior to receipt of Customer's
purchase order (hereinafter referred to as “Customer’s Order”) and Mobile
Rugged’s acceptance of it. All invoice prices are those in effect on date of
shipment, unless otherwise agreed to by Mobile Rugged in writing. All
pricing information in published or printed material is provided for general
information and estimation purposes only. Published prices are neither
quotations nor offers to sell. Prices do not include applicable federal, state
or local taxes and, unless expressly identified and itemized, do not include
freight, handling or insurance. All taxes applicable to Products ordered shall
be paid by Customer, or in lieu thereof, Customer shall provide Mobile Rugged with
a tax exemption certificate acceptable to the taxing authorities. In the event
a quoted and/or ordered price includes a trade-in allowance based upon
Customer’s trade-in of goods, such trade-in goods must be received by the
applicable manufacturer on or before the date specified in the Quote or, if
applicable, the manufacturer’s trade in agreement which must be signed by the
Customer. Customer will comply with the manufacture’s trade in program
requirements as identified by Mobile Rugged or the manufacturer. In the
event Customer fails to return such trade-in goods by the sooner of the date
specified in a Quote, in the manufacturer supplied trade in agreement or
forty-five (45) days from delivery of the replacement goods, the trade-in
allowance shall be forfeited and Mobile Rugged shall invoice Customer for the
amount of the trade-in allowance.
3)
PAYMENT TERMS.
Subject
to Customer maintaining a credit status acceptable to Mobile Rugged, payment of
all invoices is due ten (10) days from date of invoice. Product invoices are
issued upon shipment from the manufacture or at the start of
service. Mobile Rugged has the right to charge a late payment
charge of 2% of the outstanding balance per month for each month, or partial
month, any invoice remains unpaid beyond its due date. Customer will pay
collection and legal fees incurred by Mobile Rugged to effect settlement of any
past due invoice. Items ordered, including but not limited to hardware,
software and manufacturing service, sent to Mobile Rugged’s integration lab for
staging, warehousing and/or pre-configuration purposes will be invoiced to the
Customer upon shipment from the manufacturer. If Customer secures a leasing
arrangement with a third party leasing company (“Customer Lessor”) and Mobile
Rugged deems evidence of such leasing arrangement to be sufficient, Mobile
Rugged will work with Customer and the Customer Lessor to facilitate payment
from Customer Lessor. Notwithstanding the foregoing, Customer shall remain
primarily responsible for and liable for complete and timely payment of all
invoices issued hereunder.
4)
SHIPPING, DELIVERY, AND WAREHOUSING.
Customer
shall be responsible for all freight, handling and insurance charges. Mobile
Rugged shall select the carrier unless otherwise instructed by Customer. In no
event shall Mobile Rugged have any liability in connection with shipment, nor
shall the carrier be considered an agent of Mobile Rugged. Mobile Rugged shall
not be liable for damage or penalty for delay in delivery or for failure to
give notice of any delay. All freight charges for drop shipments via surface or
airfreight will be prepaid by the manufacturer or Mobile Rugged, unless paid in
advance by Customer or otherwise agreed by Mobile Rugged. Any prepaid freight
charges for such shipments shall be added to the charges listed on the
applicable invoice and Customer agrees to reimburse Mobile Rugged for such
freight charges. Unless expressly specified otherwise in the applicable Quote,
Customer shall accept and pay for partial shipments of goods. Unless
otherwise specified by Mobile Rugged, title and risk of loss to hardware shall
pass to Customer upon delivery to the common carrier (F.O.B. origin). Mobile
Rugged retains a purchase money security interest in all hardware and such
security interest is released when payment in full for such hardware is
received by Mobile Rugged. Customer agrees to pay a warehousing fee equal
to one percent (5%) per month (or portion of a month) of the list price for any
Product(s) purchased hereunder and held in a warehouse either at Customer’s
request or due to due to Customer’s failure to accept delivery.
Warehousing fees will be calculated from date Products are delivered to the
warehouse.
5)
EXPEDITED DELIVERY.
Customer
may request expedited delivery of Products. If Mobile Rugged accepts such
request Mobile Rugged will assess an expedited delivery fee equal to ten
percent (20%) of the unit list price for the Product(s) for which Expedited
Delivery is requested, unless otherwise specified on the applicable Quote. As
used herein, “Expedited Delivery” shall mean shipment to a Customer-designated
location within a time frame that is sooner than the earliest date of availability
from the manufacturer. Mobile Rugged is under no obligation to agree to expedite
delivery.
6)
CANCELLATION OF ORDERS.
Customer
may not cancel or modify a Customer Order without the written
consent of Mobile Rugged. If Mobile Rugged consents to Customer’s
cancellation or modification of a Customer Order, Customer agrees to be
responsible for and pay Mobile Rugged all costs, expenses and fees incurred by Mobile
Rugged from the manufacturer, the supplier or its shippers as a direct result
of cancellation or modification of such order. If the manufacturer
withholds its consent to the cancellation or modification of a
Customer Order, Mobile Rugged will deliver the ordered items to Customer, and
payment in full will be due from Customer for such items.
7)
RETURN POLICY.
Customer’s
right to return hardware and software is subject to the return policies and
fees imposed by the applicable manufacturer. No credit for items
delivered to Customer will be issued by Mobile Rugged without prior written
approval from Mobile Rugged. Such approval, when provided, must be in the form
of a written Return Material Authorization (RMA), which must accompany the
returned items. An RMA must be requested by Customer from Mobile Rugged within
twenty (20) days from the original ship date, unless a shorter period is
required by the applicable manufacturer. Items returned pursuant to the
foregoing procedure may be subject to a manufacturer restock fee which Mobile
Rugged shall pass through to Customer and Customer shall assume and satisfy in
full. Returned items must be in the original shipping cartons, undamaged,
unused and unaltered. Equipment received without an RMA and or in a condition
other than described entitles Mobile Rugged the right to reject return of the
items and/or may be subject to additional charges which Customer agrees to pay.
Opened software is not returnable. All shipments of returned items must be
shipped prepaid by Customer to the warehouse location specified in the RMA.
Upon receipt of the returned items, Mobile Rugged will inspect such items for
compliance with the foregoing conditions for proper return. A credit for
properly returned items will be entered against the original invoice for the
ordered items. All RMA’s issued are valid for fifteen (15) days from the date
the RMA is issued after which time the RMA will be cancelled.
8)
WARRANTY.
All Products provided under these terms are subject to the warranties provided
by the manufacturer as legally and contractually permissible for Mobile Rugged to
pass onto, resell or assign to Customer. Mobile Rugged warrants that its
services hereunder will be performed by qualified individuals in a professional
and workmanlike manner conforming to generally accepted industry standards and
practices, and in strict accordance with all applicable laws, regulations, codes
and standards of government agencies or authorities having jurisdiction. Mobile
Rugged services hereunder are supported against defects in workmanship for
thirty (30) days after installation.
9)
LIMITATION OF LIABILITY.
NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF MOBILE RUGGED UNDER THIS
AGREEMENT OR OTHERWISE SHALL BE LIMITED TO MONEY PAID TO MOBILE RUGGED UNDER
THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT OR
CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY AND IN THE CASE OF DAMAGES RELATING
TO ANY ALLEGEDLY DEFECTIVE OR INFRINGING PRODUCT, SHALL, UNDER ANY LEGAL OR
EQUITABLE THEORY, BE FURTHER LIMITED TO THE PURCHASE PRICE PAID BY CUSTOMER FOR
SUCH PRODUCT. IN NO EVENT SHALL
10)
SERVICE CONDITIONS.
All service prices are based on work being performed during normal business
hours (Monday through Friday) and at Customer locations, or as otherwise agreed
to by Mobile Rugged in writing. Security arrangements and access for Mobile
Rugged at the Customer’s location will be the responsibility of the
Customer. Customer will accompany any Mobile Rugged employee or agent
while on-site at a Customer location. Any third party maintenance or
support services provided under these terms shall be subject to the applicable
third party terms and conditions for such services, as identified by such third
party. Installation service prices are based on Mobile Rugged being
provided with a complete list of the installation sites at least two (2) weeks
prior to the commencement of the project and complete flexibility to build and
control the schedule of site implementations. Cancellations of scheduled
site visits by Customer will be provided to Mobile Rugged in writing no less
than five (5) business days prior to such scheduled site visit. If the scope of
work or the number of devices/office locations to be implemented changes at the
Customer’s request from that specified in the Mobile Rugged accepted Customer
Order, then prior to accepting any such changes Mobile Rugged reserves the right
to review and change those terms of any related accepted Customer Order,
including, without limitation, pricing and any delivery requirements that are
affected or impacted by such request.
11)
SOFTWARE.
Any software provided under these terms is subject to the license terms that
are provided with it. All software license terms are established directly
between the Customer and the owner or manufacturer of the software. Unless Mobile
Rugged is identified as the owner or licensor of the software, Mobile Rugged is
not a party to any software license terms and Mobile Rugged makes no warranties
or representations related to the ownership, use or operation of the software.
12)
GOVERNING LAW.
Each transaction between Customer and Mobile Rugged made under this Agreement
will be governed by the applicable state laws for the Mobile Rugged location
specified in the applicable Quote, excluding any conflict of laws rules that
may apply in such state. Any dispute regarding this Agreement shall be subject
to the exclusive jurisdiction of the applicable court in the aforementioned Mobile
Rugged location and each party submits to the jurisdiction thereof. The United
Nations Convention on Contracts for the International Sale of Goods shall not
apply to this Agreement or any Customer order issued under this Agreement.
Customer waives any defense to the validity or enforceability of this Agreement
arising from any electronic submission of it to Customer. Customer acknowledges
and agrees that it has the ability to access each URL referenced in any Quote.