|
TouchVision, Inc. u�ctTvis;
<br />Quote ',°
<br />sari ai..ov �mw.n..o „a
<br />Warranty for Hardware. Cabinets, and Third Party Software
<br />1. Cabinets and cabinet components manufactured of supplied by Toucb ision are warranted from manufacturing defects for a period of 90 days commencing on the date of shipment.
<br />During the warranty period. Customer is responsible for returning defective items to ToucrVision at Customer expense. Touch tision will repair or replace, at TouchVision option,
<br />returned items within 30 days Of receipt at TouchVision expense including return shipping.
<br />2. Computer components and peripheral devices supplied by TouchVision are provided with the manufacturer's warranty passed through to Customer. During the first 12 rmnths from
<br />shipping, TouchVision will provide hardware depot warranty repair of equipment in which TouchVision will manage the repair of items with the manufacturer. Customer is responsible
<br />for removing items from cabinet (if applicable) and returning item to TouctiVision at Customer expense. TouchVision will pay for return ground shippng. After the first 12 months from
<br />shipping, TouchVision will provide hardware depot repair for $50 per incident plus in. and outbound shipping and manufacturer repair charges at cost plus 20 %.
<br />3. TouchVision warranties are voided by onsuse, abuse. vandalism, damage, unsuitable environment, unsuitable power, or improper maintenance.
<br />4. TcuchVision does not assume any responsibility or liability for Custorrer- provided items. TouchVisicn troubleshooting involving Customer - supplied items is an additional consulting
<br />service that may incur additional charges.
<br />5. Third party software Owned by other companies is distributed subject to the licensing restncbons imposed by the software owner and is distributed as -is without any warranty or
<br />representation from TouchVision. Support is provided by the software owner.
<br />Standard Terms
<br />1. Promise to Pay: Customer agrees to pay TouchVision for all purchases and charges subject to this Agreement according to TouchVision payment terns. If payment is not received
<br />when due, a late charge will be assessed on the day after the due dale and continuing each clay after until the amounts due are paid in full. The late charge will be the lesser of (a)
<br />maximum amount permitted by law or (b) 1.75% per month of the balance due. TouchVision reserves a purchase money security interest in all products purchased to secure
<br />payment. Customer agrees to pay TouchVision costs for collection, including reasonable attorney's fees and expenses. TouchViSion has the night to exercise all rights and remedies
<br />accorded to us by law to collect Payment of amounts due including retaining and /or repossessing all goods purchased on this Agreement and otherwise foreclose and enforce our
<br />Security Interest.
<br />2. Payment Schedules: Payment schedules are subject to Customer credit approval. Items will be billed as specified in the Payment Schedule. Pricing does not include any sales ax,
<br />use ax, or any other such fees and charges unless specifically sated. Customer agrees to pay any such government-imposed fees, regardless of when the fees are imposed. Project
<br />start drainer is due prior to project start and is non - refundable.
<br />3. Assignment of Payments: TouchVision reserves the option to assign project payments to a financing entity. Such assignment is for purposes of financing only and does not include
<br />assignment of work. Customer agrees to cooperate with the financing entity in a timely manner by signing assignment paperwork and other items that Trey be needed to complete the
<br />project financing. Customer agrees to comply with payment requirements of the financial institution.
<br />4. Ownership of Cabinet Designs: Cabinet designs are Owned by the manufacturer and may not be copied or imitated.
<br />5. Shipping and Insallabon: Cabinets and equipment are sold FOB point of Origin. Customer upon receipt must immediately inspect all delivered more. Customer is responsible for
<br />imrediately reposing any damage to the shipper prior to the shipper's departure from Customer facility. TouchVision will prepare the shipping insurance claim if Touchilision was
<br />contracted by Customer to Manage shipping.
<br />S. If delivery cannot occur within 30 days of Me unit being ready to ship, Nan Me Payment Schedule is modified so that the balance is then immediately due.
<br />7. Storage: A storage fee of 425 Per month per unit will be assessed sating 30 days after the unit is ready to ship per TouchVision notification.
<br />8. Unit pricing is based on the quantity specified as a single order. Partial or subdivided orders will be priced at rates applicable to Me size of the actual order.
<br />9. Compliance Exclusions: Pricing does not include compliance with regulations or standards imposed by government agencies or standards organizations except those specifically
<br />identified by ToucbYsion. No other compliance is represented or implied. Individual components may comply with relevant requirements as determined and Conducted by the
<br />manufacturer of the component. Compliance with regulations, including but not limited to FCC and UL, as may be desired or required by Customer will be performed at extra cost.
<br />10. Customer Acceptance Obligation: Customer shall have Me right to monitor Me performance of services, and within 30 business days after delivery, Customer must give notice to
<br />TouchVision of any claim of defcienmies, and Customer must specify the basis of Me claim in detail. The failure of Customer to comply with these conditions shall constitute
<br />inexpiable acceptance of the services by Customer.
<br />11. Return Policy: All orders placed are final.
<br />12. Jurisdiction: the Uniform Commercial Code as enacted by the Slate of California shall govern This Agreement, and all rights and obligations of the parties.
<br />13. Termination Rights: TouchVision may terminate this Agreement in the event of any failure on the part of the Customer to pay fees due Touchvision. In the event of termination, all
<br />fees due under this Agreement shall become due and payable immediately and Without notice or demand by ToucriVision and all obligations of TouchVision under this Agreement
<br />shall immediately end. If the Customer terminates this agreement. TouchvIsion will be allowed to collect reasonable project closeout costs.
<br />14. Warranty Disclaimer: TouchVision disclaims all implied warranties of Merchantability or fitness for a particular purpose and all other warantes of any nature except hose expressly
<br />sated herein.
<br />15. Limited Liability: With regard to the services performed by TouchVision pursuant to the terms of the Agreement, To ichVision shall not be liable to Customer, or anyone who Trey
<br />claim any night due to his or her relationship with Customer, for any acts or contusions in the performance of said services on Me part of Touch Vision or on the part of the agents Or
<br />employees of TouchVision, except with said acts or omissions of TouchVision are due to willful misconduct. Customer shall "to Me Company free and harmYess from any
<br />obligations, costs, claims, judgments, attorney's fees, and attachments arising from or growing out of the services rendered to the Customer pursuant to the terms of this Agreement
<br />or in any way connected with the rendering of said services, except when same shall arse due to the willful misconduct as determined through the Dispute Resolution Procedure. Any
<br />liability imposed on TouchVision is strictly limited to the amount paid by the Customer for the work performed. TouchVislon shall not be liable for any incidental or consequential
<br />damages.
<br />16. Partitioning: M any provision of this Agreement is found invalid or unenforceable under judicial decree w decision, Me remander shall remain valid and enforceable according to its
<br />terms. Without liming Me previous, it is expressly understood and agreed that each and every provision of this Agreement that provides for a luntation of liability, disclaimer of
<br />warranties, or exclusion of damages is intended by the parties to be Seve20ie and independent of any other provision and to be enforced as such. Further, it is expressly understood
<br />and agreed that if any remedy under this agreement Is determined to have failed of its essential purpose, all other Iim pittons of liability and exclusion of damages set forts in this
<br />section shall remain in full force and effect. Further, should one or more of the provisions of this Agreement be adjudged invalid by a court of competent jurisdiction. such
<br />determination shall have no effect whatsoever on the amount or amounts of compensation to be paid to the Company pursuant to the terns of this Agreement.
<br />17. Entire Agreement: The parties acknowledge that this Agreement expresses their entire understanding and Agreement, and that there are no warranties, representations. covenants
<br />Or understandings made by either Party to Me other except such as are expressly set forth in this Agreement. The parties further acknowledge Mat this Agreement supersedes.
<br />terminates and othe.se renders null and void any and all prior Agreements, whether written or oral, entered into between the Customer and Touchysign win respect to the natters
<br />expressly set forth in this Agreement.
<br />Additional Terms for Software Application Development Proiects
<br />t. Respective Responsibilities: TouchVision (Company) personnel or contract personnel will perform all labor services as deemed appropriate by ToucnVision. TouctiVision is solely
<br />responsible for selection and assignment of personnel to a project.
<br />2. Independent Contractor. Nothing in this Agreement will be deemed to pace Me parties in the relationship of employer / employee, partners, or pint ventures. Neither party shall have
<br />any fight to obligate or bind the other in any manner. Each party agrees and acknowledges that it shall not hold itself out as an authorized agent with the power to bind Me other
<br />party in any manner. Each party will be responsible for any withholding taxes, payroll axes, disability insurance payments, unemployment axes, and other similar taxes or charges
<br />with respect to its activities in relation to performance of its obligations under this agreement.
<br />3. No Partnership: A partnership relationship is not created by this Agreement.
<br />4. Proprietary Information: Each Party acknowledges Mat it nay be furnished win or may otherwise receive or have access to information or material which relates to past, present or
<br />future products, software, research development. inventions. processes, techniques. designs or technical information and data, marketing pans, and so on. (the Tropneary
<br />Information'). Each party agrees to preserve and protect the confidentiality of the Proprietary Information, whether disclosed to the other party, before this Agreement is signed or
<br />afterward. In addition, a party shall not disclose or disseminate the Proprietary Information for its own benefit or for the benefit of any third party. The previously sated obligations do
<br />not apply to any information which (1) is publicly known: (2) is given to a party by someone else who is not obligated to maintain confidentiality: a (3) a parry had already developed
<br />.Page 2 Initials:
<br />
|