In consideration for performance hereunder by Arcus Technology, Inc. (hereunder referred to as “Arcus Technology”) Purchaser agrees to pay Arcus Technology at its office in Livermore, California, the total amount stated hereon, according to the terms stated hereon and to secure Purchaser’s said obligation Purchaser hereby grants to Arcus Technology a security interest in and to the above described components and equipment pursuant to the terms and provisions of the Uniform Commercial Code and agrees at Purchaser’s own expense to take all action which Arcus Technology shall deem necessary to protect such security interest. Purchaser has read and accepts the “Conditions of Sale and Warranty” hereon, including the provisions thereof limiting warranties. For accounts with satisfactory credit, the standard payment terms are: net 30-days from date of invoice. Past due accounts are charged a fee of 1.5% per month (which is an ANNUAL PERCENTAGE of 18%) of the outstanding balance for each month past due. Purchaser agrees to pay all cost of collection including reasonable attorney’s fees and other collection cost if the amount due is placed for collection with or without suit. It is agreed that all terms, conditions of sales and warranty are contractual and that agent signing for purchase or verbally ordering components listed above has authority to bind Purchaser to such contract and in addition acknowledging receipt of above merchandise.
2. PRICES & PAYMENT
Unless otherwise agreed at time of order and acceptance by Arcus Technology, all prices are subject to change without notice. All products are sold FOB point of shipment. All charges, expenses, fees, duties, taxes, expedite fee(s), and insurance related to the packing or transporting the purchased goods to Purchaser’s designated site are charged to Purchaser. All shipment will be invoiced at the price in effect at time of shipment. All charges, expenses, fees, duties, taxes incurred for the payment of the purchased goods (including, but not limited to, wire transfer fees, etc.) are the sole responsibility of the Purchaser. Arcus Technology assumes no liability for price changes by any manufacturer, supplier, or vendor.
All purchase orders written or verbal are subject to acceptance and credit approval by Arcus Technology.
4. REPRESENTATIONS OF AGENTS AND EMPLOYEES OF ARCUS TECHNOLOGY
Purchaser knows and understands that no employee or agent of Arcus Technology is authorized to make any representation binding the Arcus Technology other than those contained herein or those which are reduced to writing and approved and signed by the General Manager or Officer of Arcus Technology. Any statements written or verbal made by any agent or employee of Arcus Technology contrary to the terms of this paragraph shall be construed to be mere expressions of opinion and Purchaser understands that they shall not be construed as warranties or representations and Arcus Technology is in no way liable for such.
5. PURCHASER’S RISK ASSUMED HEREUNDER
Arcus Technology’s products are not recommended or authorized for life support or surgical implant applications, and Purchaser assumes all risk and liability in use for such applications. Purchaser agrees to indemnify Arcus Technology for all damages which may be incurred due to use of Arcus Technology’s products in life support and surgical implant applications.
Since the Seller, Arcus Technology, does not control the use of its products, there are no express warranties that extend beyond the description contained herein. No merchandise or equipment purchased by Purchaser from Arcus Technology may be returned without written authorization from Arcus Technology. Said written authorization will state terms and conditions on which returns will be determined. Returned unused merchandise must be in saleable and useable condition and such determinations are at sole discretion of Arcus Technology and subject to inspection and acceptance of sole discretion of Arcus Technology. A restocking charge will be assessed for any material approved for return. Special order items and buy-out items purchased by Arcus Technology for Purchaser’s convenience are not returnable except when vendor of said special order items and/or buy-out items agrees to accept the item(s) for return and allowance. Any merchandise or equipment returned must be returned freight prepaid.
7. WARRANTY AND LIABILITY
NO WARRANTIES OR MERCHANTABILITY AND/OR FITNESS FOR ANY PURPOSE ARE MADE OR AUTHORIZED BY ARCUS TECHNOLOGY. No warranties express or implied are made or authorized by Arcus Technology except as herein set forth. Arcus Technology acts solely as an agent for the various manufacturers whose merchandise and equipment it supplies. Arcus Technology shall not be responsible for consequential damages or contingent liabilities or labor charges or any other charges or damages incurred by the customer out of defective installation, workmanship or defects in equipment and/or merchandise sold under this agreement. Arcus Technology acts solely as an agent and will convey to Purchaser whatever warranty is offered by various manufactures and vendors Arcus Technology represents.
8. PERFORMANCE AND CANCELLATION
Arcus Technology shall not be responsible or liable for any delay or failure in performance or any delivery due to strikes, accidents, fire, transportation, inability to secure merchandise or equipment, weather or causes beyond its control. No order may be cancelled by Purchaser except by written notice to Arcus Technology and upon payment to Arcus Technology of all cost arising out of or in connection with the order.
Any and all taxes or other government charge upon sales or shipment or delivery of equipment or merchandise by Arcus Technology imposed by Federal, State, Municipal or other authority will be added to the sales price and be paid by the Purchaser.
10. FINIAL EXPRESSION
If any provision or clause herein is invalid or unenforceable by virtue of any law applicable thereto, then this agreement shall be considered divisible as to such provision or clause and the remainder shall be binding and valid as though such provision or clause were not included herein.
The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.