TERMS AND CONDITIONS OF SALE


These terms and conditions of sale which appear on all invoices are the terms and conditions upon which AM/PM Systems Arizona LLC("AMPM") make all sales. AMPM will not accept any other terms and conditions of sale, unless Buyer and AMPM have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions. Acceptance of all purchase orders is expressly made conditional upon Buyer's assent, expressed or implied, to the terms and conditions set forth herein without modification or addition.

 


1. ACCEPTANCE OF PURCHASE ORDERS


Buyer's acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs: (a) Buyer's making of an offer to purchase Product from AMPM; (b) Buyer's written acknowledgment hereof; (c) Buyer's acceptance of any part of the items specified for delivery (the "Products"); or (d) any other act or expression of acceptance by Buyer. AMPM's acceptance is expressly limited to these terms and conditions in their entirety without addition, modification or exception, and any term, condition or proposals hereafter submitted by Buyer (whether oral or in writing) which is inconsistent with or in addition to these terms and conditions is objected to and is hereby rejected by AMPM. AMPM's silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be AMPM's acceptance or approval thereof.

 



2. DELIVERY


For all domestic transactions, unless otherwise stated on the front of the invoice, title to the Products and all risk of loss or damage with respect to the Products shall pass to Buyer upon delivery by AMPM to the carrier or Buyer's representative at AMPM's logistics center.
Delivery is subject to the payment provisions set forth herein and to AMPM's receipt of all necessary information and documentation from Buyer. Buyer shall promptly notify AMPM, in no event later than five (5) business days after delivery, of any claimed shortages or rejection as to any delivery. Such notice shall be in writing and shall be reasonably detailed, stating the grounds for any such rejection. Failure to give any such notice within such time shall be deemed an acceptance in full of any such delivery. AMPM shall not be liable for any shipment delays beyond the reasonable control of AMPM which affect AMPM or any of AMPM's suppliers, including, but not limited to, delays caused by unavailability or shortages of Products from AMPM's suppliers; natural disasters, acts of war; acts or omissions of Buyer; fire, strike, riot, or governmental interference; unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates; failure or destruction of plant or equipment arising from any cause whatsoever; or transport failures.

 

3. PRICE AND PAYMENT


Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes), as well as license fees and any other similar charges, however designated or levied on the sale or delivery of the Products or measured by the purchase price paid for the Products. AMPM's prices set forth on the front side of the invoice do not include such taxes, fees and charges. Exemption certificates must be presented to AMPM prior to shipment if they are to be honored.
Payment Terms: Unless otherwise specified, the payment terms are COD. AMPM, at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters of credit or otherwise. All unpaid invoices shall bear interest at an amount equal to 1-1/2% of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever is less), commencing upon the date payment is due. Buyer's failure to make timely payment or, after ten (10) days written notice, Buyer’s failure to cure any other failure to perform under these Terms and Conditions, may result in such action as commencement of proceedings for collection, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods and termination of any one or more sales or service agreements. Notwithstanding any "net" payment provisions specified on the invoice, AMPM shall have no continuing obligation to deliver Products on credit, and any credit approval may be withdrawn by AMPM at any time and without prior notice. AMPM retains (and Buyer grants to AMPM by submitting a purchase order) a security interest in the Products to secure payment in full and compliance with these terms and conditions of sale. Buyer agrees to execute any additional documents necessary to perfect such security interest. Buyer consents to AMPM filing a UCC-1 Financing Statement in the Buyer’s domicile.
Collections: In the event the sales invoice shall be placed by AMPM in the hands of an attorney or collection agency for the purpose of collection, with or without litigation, or for the purpose of enforcing AMPM's security interest in the Products, the Buyer agrees to pay any and all costs associated with such placement, including, without limitation, attorney's fees and costs incurred prior to, during, or subsequent to trial, and including, without limitation, collection, bankruptcy, or other creditor's rights proceedings.

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4. WARRANTY PROVISIONS


a) Warranty Statements. AMPM provides a Database Design Warranty for thirty (30) days (7 days per week and 16 hours per day via the AMPM Technical Support phone line) for programming, training, and installation services performed by AMPM. Upon expiration of the thirty (30) day Database Design Warranty, AMPM will have no obligation to provide support, maintenance, or repair services to Buyer unless Buyer elects to purchase such services from AMPM for an additional fee. AMPM provides third-party products, software, and services "AS IS" without warranties of any kind, although the original manufacturers or third party suppliers of such products, software and services may provide their own warranties.

b) Delivery Date. Warranties begin on the date of delivery, or on the date of installation if installed by AMPM. If Buyer schedules or delays such installation by AMPM more than thirty (30) days after delivery, Buyer's warranty period will begin on the 31st day after delivery.
c) Exclusions. AMPM is not obligated to provide warranty services or support for any claims resulting from:
1) improper site preparation, or site or environmental conditions that do not conform to AMPM's site specifications;
2) Buyer's non-compliance with specifications or transaction documents;
3) improper or inadequate maintenance or calibration
4) Buyer or third-party media, software, interfacing, supplies, or other products;
5) modifications not performed or authorized by AMPM;
6) virus, infection, worm or similar malicious code not introduced by AMPM; or
7) abuse, negligence, accident, loss or damage in transit, fire or water damage, electrical disturbances, transportation by Buyer, or other causes beyond AMPM's control..
d) Disclaimer. THE WARRANTIES AND ANY ASSOCIATED REMEDIES EXPRESSED OR REFERENCED IN THESE TERMS ARE EXCLUSIVE. NO OTHER WARRANTY, WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED BY AMPM OR MAY BE INFERRED FROM A COURSE OF DEALING OR USAGE OF TRADE. TO THE EXTENT ALLOWED BY LOCAL LAW ADS DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.