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1. AGREEMENT - The purchase and sale of the products covered by this invoice or order form are governed by the terms and conditions set forth herein. Computer Reset rejects all additional and/or different terms contained in Buyer's order and/or related documents from Buyer. Computer reset's acceptance of Buyer's order is expressly made conditional on Buyer's assent to all the terms and conditions contained herein. None of Buyer's terms and conditions are binding on Computer Reset unless an authorized Computer Reset representative accepts them in a separate written agreement. No oral statements or representations shall be binding on Computer Reset regarding Buyer's order unless set forth in this invoice or order form. Any item or service furnished by Computer Reset in furtherance of Buyer's order, although not specifically identified in it, shall nevertheless be covered by the provisions of this invoice or order, unless specifically covered by some other written agreement signed by and officer of Computer Reset.
2 DELIVERY - Computer Reset will make a reasonable effort to fill accepted orders within Computer Reset's normal lead times but Computer Reset shall not be responsible for delays or failure to deliver due to any cause. Computer Reset reserves the right to make allocations among its customers as it may in its sole discretion determine. After an order has been accepted by Computer Reset it shall not be cancelled by Buyer, nor shall the delivery of the products covered by the order be rescheduled by Buyer, unless written notice of cancellation or rescheduling from buyer is received by Computer Reset at least three (3) business days prior to the original scheduled delivery date. All products will be shipped F.O.B. Dallas, Texas, or such other location as computer reset may choose, Computer Reset may package and ship products in any commercially reasonable manner. Risk of loss or damage shall pass to Buyer upon shipment.
3 PRICES - Prices are F.O.B. Dallas, Texas unless Computer Reset otherwise designates, Prices do not include any federal, local, state or other sales or use taxes, duties or similar charges. All such taxes, duties and similar charges may be added to the invoice or order form and if so added shall be paid by Buyer. Texas residents who are a Buyer are subject to Texas sales and use taxes which will be added to the invoice or order. In placing an order with Computer Reset Buyer agrees to pay all state, county, and city, sales, use and other taxes applicable within their respective state of residency and acknowledges that nonpayment of sales and use taxes for any commercial transaction may result in civil and criminal penalties to Buyer.
4 PAYMENT - All products will be shipped on a prepaid or C.O.D., basis unless Computer Reset has agreed in writing to credit terms prior to shipment. All C.O.D. shipments shall be paid by cash, bank cashier's check, postal money order. A Buyer's check may be used for payment only with prior written approval of Computer Reset. Credit terms are net ten(10) days from the date of shipment unless otherwise agreed in writing by computer Reset, subject to the credit limit established by Computer Reset from time to time. On any order where credit is not extended, shipment shall be on such basis as Computer Reset and Buyer shall agree in writing with all costs of collection paid by Buyer. Computer Reset reserves the right at all times, either generally or with respect to any specific order, to change or limit the amount or duration of Buyer's credit. Buyer authorizes partial shipments and payment is due for each shipment separately. Buyer shall pay Computer Reset interest on all invoiced amounts not paid when due at the rate of eighteen percent (18%) per annum or the highest lawful rate, whichever is less, provided, however, that the parties intend to comply strictly with applicable usury laws, so that any circumstance occurring in connection with the transaction subject hereof which would otherwise appear to occasion or constitute a violation of such usury laws shall be deemed automatically, ab into, to be reformed to prevent the contracting or charging of usurious interest, or to apply to the payment of what otherwise would be unlawful or usurious interest to a lawful debit or to be refunded to the Buyer, as the case may be. Buyer hereby grants to computer reset a purchase money security interest in all products purchased by Buyer and the proceeds thereof until payment in full has been made. Buyer shall execute all documents deemed necessary or desirable by Computer Reset to protect or perfect such security interest. Computer Reset may file a copy of Buyer's order as a financing statement to perfect such security interest. For C.O.D. shipments Buyer agrees to pay for all shipping handling and cod charges in the event Buyer refuses the shipment or for any reason causes the shipment to be reshipped or re directed.
5. SERVICE PART EXCHANGE - When an Exchange Service Part is shipped to Buyer in advance of Computer Reset's receipt of the defective part an Exchange Part Core Deposit Charge of fifty percent (50%) of the service part exchange price is added to the sale price. A refund of the Exchange Part Core Deposit Charge will be made after receipt of the defective service part by Computer Reset. Defective service parts that have been modified by Buyer or to which Buyer has attempted to repair are not eligible for refund of the Exchange Part Core Charge.
6. DAMAGE OR SHORTAGE CLAIM - Buyer has the responsibility to inspect all shipments to Buyer and note any physical damage on the delivery receipt before signing. In case of concealed damage or loss, Buyer must retain all packing material for inspection by the freight carrier. Any damage loss, shortage, or other discrepancy with Buyer's order must be reported within ten(10) days of receipt. Computer Reset is not responsible for any damaged shipments that have not been inspected by the freight carrier.
7. RETURNS FOR EXCHANGE - All merchandise returned for exchange or credit must be in the original packing carton with all booklets, documents, diskettes, instructions and the like and accompanied by the original sales receipt or invoice and shipped at Buyers cost to Computer Reset at it's facility. NO CASH REFUNDS will be made, exchange of products or credit only. Labor or service work charges and shipping charges are not creditable as an exchange. Opened software is NOT returnable unless it is defective and returned for an exact replacement. Shareware software is NOT returnable. All returned or refused merchandise is subject to a 20% restocking charge. Requests for return or exchange of any merchandise will not be honored after 30 days from the date of delivery.
8. COMPATIBILITY - Computer Reset does not guarantee compatibility of computer products either software or hardware due to the wide range of products, technical sensitivity of computer products and technical expertise necessary to utilize same.
9. PROPRIETARY RIGHTS - Computer Reset may provide data to Buyer relating to its products. Portions of such data are proprietary to Computer Reset and will be so marked. Buyer shall abide by the provisions of such markings. Computer Reset retains and reserves for itself, exclusively, all proprietary rights in and to all designs, specifications, engineering specifications, engineering details and other data pertaining to Computer Reset products.
10. LIMITED WARRANTY, DISCLAIMER OF WARRANTIES, AND LIMITATION OF LIABILITIES - a. Equipment warranty - Computer Reset warrants durable equipment manufactured by Computer Reset (but makes no warrant as to expendable, perishable or consumable items such as, without limitation, ribbons, diskettes and batteries) against defects in material and workmanship under normal use for and service for an period of time as specified in Computer Reset's current Warranty Secdule from the date of the purchase by the Buyer. The sole and exclusive remedies of Buyer under the forgoing equipment warranty is that Computer Reset will at its option, upon written notice by the Buyer of a warranty claim and return of the covered equipment by Buyer to Computer Reset at Buyer's cost, either (i) repair or replace any item of equipment which fails during the warranty period because of defect of workmanship or material; or (ii) refund the purchase price of the equipment. Repaired or replaced equipment is warranted as set forth in this Section 6(a) for the remainder of the original warranty period applicable to the defective equipment. As a condition precedent to enforcement of the equipment warranty, the Buyer must (i) obtain from Computer Reset a Return Material Authorization Number (RMA No.) and shipping instructions prior to expiration of the warranty period;(ii) ship the equipment, transportation prepaid, to Computer Reset's facility as designated by Computer Reset; and (iii) provide proof of the date of purchase reasonably satisfactory to Computer Reset and a written description of the claimed defect. Computer Reset will pay the cost of returning the repaired or replacement equipment to a location designated by Buyer within the contiguous forty-eight(48) stated and the District of Columbia. If Computer Reset determines that equipment subject of a warranty claim is not defective under the terms of the warranty, the Buyer must pay Computer Reset all costs of handling, transportation and repair with regard thereto at Computer Reset's then current charges. Computer Resest makes NO Warranty of fitness of use or merchantability for goods sold in an AS IS condition.
b. DISCLAIMER OF WARRANTY - EXCEPT FOR EXPRESS WARRANTY STATED IN SECTION 6(a) ABOVE AND AS PROVIDED BY THE OTHER MANUFACTURE OF THE EQUIPMENT, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM INFRINGEMENT, WITH REGARD TO THE GOODS OR SERVICES SUBJECT OF THIS INVOICE OR ORDER. No representation or other affirmation of fact or opinion, including but not limited to statements regarding suitability for use or performance of products, whether made by Computer Reset employees, representatives or otherwise, shall be warranty by Computer Reset for any purpose or give rise to any liability of Computer Reset whatsoever, unless contained in Section 10(a) above.
c. LIMITATION OF LIABILITIES - THE WARRANTY SET FORTH IN SECTION 6(a) ABOVE EXTENDS ONLY THE FIRST BUYER OF THE PRODUCT FROM COMPUTER RESET AND IS CONTINGENT UPON PROPER USE OF THE PRODUCT, THE WARRANTY WILL NOT APPLY TO ANY FAILURE CAUSED BY:
(i) accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; fluctuation in electrical power beyond manufacturer's specifications; air conditioning, heating or humidity control; modification of the product by Buyer; normal wear and tear; user's failure to operate or maintain the product according the manufacturer's instructions;
(ii) use of the product with any materials, equipment or goods not furnished by Computer Reset; or
(iii) installation, alteration or repair of the product by anyone other than Computer Reset.
This warranty will not apply to products on which the original identification marks have been removed or altered.
IN NO EVENT SHALL COMPUTER RESET BE LIABLE TO THE BUYER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING THE LOSS OF ANY DATA, OR DAMAGES RESULTING FROM ANY LOSS, WHETHER ARISING OUT OF TORT, NEGLIGENCE, BREACH OF WARRANTY, BREACH OF CONTRACT, OR OTHERWISE.
11. DESIGN CHANGES - Computer Reset reserves the right to make changes in the design or composition of its products without incurring any obligation to incorporate such changes in any product previously provided or sold. Computer Reset may make such changes available to customers for field installation at Buyer's option and cost. Computer Reset is not responsible for design changes in any products manufactured by any Other Manufacturer, and all obligation and responsibility for such changes is solely with such Other Manufacturer.
12. GENERAL - If Computer Reset employs legal counsel to enforce any of the terms and conditions hereof, Buyer shall reimburse Computer Reset for all costs and attorney's fees incurred in connection herewith. The failure of either party to enforce any provision hereof in one or more instances shall not be construed to be a waiver of such provision in other instance or of the right to enforce each and every provision. All rights and remedies of Buyer hereunder are exclusive. If any provision of this invoice is held invalid, it shall not affect the validity of any other provision. This instrument and the transaction(s) subject hereof shall be governed in all respects by the laws of the State of Texas and venue for any dispute hereunder or in connection herewith shall lie and remain exclusively in Dallas County, Texas. All rules and regulations of the International Trade Commission are completely specifically excluded from all transactions arising from this Agreement.
Computer Reset PO Box 461782, Garland, TX 75046-1782 Tel: (214) 348-6484 Fax: (214) 343-3150 Rev. 97.06