Terms and Conditions
GENERAL: The following terms and conditions apply to and govern the sale and licensing of hardware and software products (the “Products”) by Mobile Technologies, Inc. (“Seller”). These terms and conditions apply to all bids, quotations, statements of work and orders for the sale of Products and Services by Seller (the “Quotation”). Except as specifically set forth in a document signed by the authorized representatives of parties, these terms and conditions represent the sole understanding between Seller and Customer with respect to the purchase, sale and/or licensing of Products. In case of conflict, the order of precedence shall be 1) the terms and conditions contained in any existing master agreement entered into between the parties that by its terms is intended to cover sales of the Products and Services, (2) terms appearing in the Quotation issued by Seller, (3) these terms and conditions.
ACCEPTANCE: By placing an order with, or purchasing Products from, Seller, Customer accepts these terms and conditions and agrees that these terms and conditions shall apply to all purchases from Seller, unless and until (1) Seller modifies such terms and conditions in writing; or (2) the parties otherwise agree in writing to modify the terms and conditions. Any purchase order or other form issued by Customer for purposes of placing an order with, or ordering Products or Services from, Seller is for administrative purposes only. Any terms or conditions contained in Customer’s purchase order or other similar document which is in any way inconsistent with those contained herein are hereby rejected by Seller and shall not be binding upon Seller regardless of whether they would materially alter these terms and conditions. Prices and quantities set forth in Seller’s Quotation are revocable and shall become invalid unless Customer places an order with, or purchases Products from, Seller within thirty (30) calendar days of the issuance of the Quotation.
ORDERS: Customer shall place orders or purchase Products hereunder by issuing to Seller purchase order(s) (“Purchase Order(s)”) or release(s) against blanket Purchase Orders (“Release(s)”). Any such Purchase Order or Release shall be for administrative purposes only and no terms or conditions expressed therein shall be binding upon Seller. Seller shall not consider verbal orders valid until confirmed by Seller’s receipt of a complete Purchase Order or Release from Customer. Each Purchase Order or Release shall include the following information: Date issued, Part number and/or Services to be purchased, item quantity, item pricing, “ship to” location, and “bill to” information.
PRICING: Customer shall pay Seller for the Products at the prices set forth in the Quotation and/or Statement of Work. Unless otherwise specified in writing and agreed upon by the parties, Seller will provide Customer with an invoice for its Products and/or Services immediately upon transfer of title.
CHANGE ORDERS: No additions, changes or modification to these terms and conditions, a Quotation, a Purchase Order, or a Release will be considered by Seller unless such proposed changes are first submitted in writing to Seller. No changes to any such documents will be binding upon Seller unless and until a written change order is executed by both parties. The parties acknowledge and agree that any such changes may affect or delay the delivery and/or the purchase price for the Products or services set forth therein. Change fees may apply if within 5 business days of ship date.
LEAD TIMES: Unless otherwise set forth in the applicable Quotation, all discrete Customer purchases will default to a maximum standard lead time of twelve (12) weeks for standard Seller materials. Lead times for custom materials will be determined by Seller on an individual basis. No lead times beyond those set forth herein shall be binding on Seller unless set forth in writing by Seller.
EXPEDITE FEES: Seller is entitled to assess an additional fee for purposes of providing a configuration change requested by Customer or shortening the specified or standard lead time for the Products. In the event such fee is not acceptable to Customer, Seller shall have no obligation to provide the requested configuration or to shorten the lead time, and any applicable lead time shall default to the already specified or standard lead time.
THIRD PARTY INTEGRATION: Seller allows the use of third-party integrators to integrate its Products into Customer’s system(s). Unless otherwise specified by Seller, any thirdparty integrator retained by Customer shall become the default administrator of Seller’s warranties to Customer, and Seller shall address all warranty-related matters to the third-party integrator. Any third-party integrator acting as the procurement agent for Customer must be in good standing with Seller. Seller may revoke shipments to any third-party integrator not in good standing with Seller at any time.
PAYMENT: Payment to Seller shall be made as provided herein. Invoices will be sent to Customer at the address contained in Customer’s Purchase Order or Release and Seller shall not be held responsible for Customer’s failure to receive such invoices. Subject to Customer maintaining satisfactory credit arrangements with Seller, any invoice issued by Seller to Customer shall be paid within thirty (30) days of the date of the invoice. In the event Customer cannot or has not maintained satisfactory credit arrangements with Seller, all amounts owed by Customer shall be paid prior to shipment of the Products or Services rendered to Customer. Interest shall accrue on any past due amounts at the rate of one and one-half percent (1.5%) per month until paid in full. Seller may, at its option, discontinue selling Products or providing services to Customer if Customer fails to pay any amounts owed hereunder.
CREDIT MEMOS: Seller will, in lieu of a refund, issue to Customer a Credit Memo for any Seller-authorized return of Products by Customer or in any instance where Seller has otherwise agreed to revise a previously issued invoice.
RESTOCKING FEES: Except as provided for in the warranty provision contained herein, all Products returned to Seller will be subject to a restocking fee of twenty-five percent (25%) of the quoted sales price. If a Product is returned as “defective” under Seller’s warranty and Seller determines that the Product is not defective, Seller negotiate with Customer on return of Product to Customer. Seller may, in its sole discretion, deny restocking any Product(s) based on its re-use value of the Product(s) involved.
DELIVERY/RISK OF LOSS: Unless otherwise specified, Seller’s default shipment location shall be F.O.B. origin, or Hillsboro Oregon. Transportation and handling charges shall be paid by Customer and shall be specified in the applicable invoice. Any special packing or shipping arrangements will be charged separately to Customer. Title to the Product(s) shall pass to Customer at the F.O.B. point specified by Seller. Customer shall assume all risk and liability for the Product(s) and shall be responsible for any loss or damage to the Products upon delivery of the Products to the F.O.B. point. If, for any reason, Customer requests that Seller delay delivery of the Product(s), Seller shall do so only at the risk and expense of Customer.
FORCE MAJEURE: Seller shall not be liable for any delay in delivery, failure to manufacture, or otherwise fulfill its obligations hereunder due to causes beyond its reasonable control , including, but not limited to, acts of Customer, labor disputes, strikes, other industrial disturbances, acts of God, epidemics, floods, lightning, shortages of materials, rationing, utility or communications failures, earthquakes, casualty, war, acts of the public enemy, riots, insurrections, embargoes, blockages, actions, restrictions, regulations or orders of any government, agency or subdivisions thereof
LIMITED WARRANTY: Seller warrants all products manufactured by Seller to be free from defects in material and workmanship. Seller’s warranty shall begin on the date of shipment to Customer. Seller warrants Products for a period of one (1) year, exceptions are AirTether™ assemblies are warranted for a period of six (6) months. Seller provides no warranty hereunder for Power Supplies, and Customer must rely solely upon any warranty provided by the manufacturer of such Power Supplies. Seller warrants all batteries to be free from defects in materials and factory workmanship and warrants any battery that fails to perform as specified within six (6) months after date of shipment. This warranty shall not apply if buyer fails to notify MTI of such defect within ten (10) days after discovery, or if battery has been subjected to misuse, negligence or accident. The following components are considered consumable items and Seller provides no warranty for such items: USB interconnect cables, extension cables, SmartCables, FlexSensors, Membrane Sensors, anti-skid pads, VHB adhesive pads, cable clamps, zip ties, and installation, retrieval, and removal tools. Unused SmartCables and Secondary Sensors that are demonstrated by Customer to have been faulty upon delivery to Customer will be replaced at Seller’s expense; provided, however, Customer shall be responsible for any and all related shipping and handling costs. Seller’s warranty expressed herein does not apply to the following:
• Cartons, cases, cabinets, displays, or any other unit attached to or otherwise connected to a Seller-manufactured Product.
• The labor and other costs associated with the removal and replacement of the warranted Product or any component thereof.
• Products used in applications beyond their normal intended use, application, or rated specifications.
• Product loss or damage due to theft, accident, abuse, neglect, improper voltage, faulty installations, mechanical failure, fire, flood, lightning, civil unrest, improper storage, or any act of God.
• Products modified by the Customer or Agent; or use of power supplies other than those recommended by the Seller.
• Warranty services rendered by any party other than Seller unless so authorized by Seller.
• Replacement parts and equipment that have been discontinued or are otherwise unavailable.
• Products from other manufacturers that are integrated by Seller into Customer’s system(s) are not warranted by Seller and are subject only to that warranty, if any, provided by the manufacturer of such Product(s). Subject to the limitations stated herein, and at Seller’s sole discretion, Seller will replace or repair defective Products or components thereof at no charge to Customer so long as Customer’s account with Seller is current and Customer has returned the Product(s) or component thereof pursuant to a properly issued Return Material Authorization. Replacement of any Product or any component thereof by Seller under this warranty provision shall not extend, in any way, the length of the original applicable warranty period otherwise provided for herein. Seller reserves the right to replace a defective Product or component thereof with a refurbished Product or component. Seller’s warranty herein is non-transferable and shall extend only to Customer.
DISCLAIMER OF WARRANTIES: THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND THE REMEDIES OF CUSTOMER SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF, AND CUSTOMER HEREBY WAIVES, RELEASES, AND DISCLAIMS, ALL OTHER WARRANTIES, OBLIGATIONS, LIABILITIES AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER AGAINST SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ERROR, DEFECT, DEFICIENCY, INFRINGEMENT OR NONCOMPLIANCE IN THE PRODUCTS PROVIDED BY SELLER TO CUSTOMER OR OTHER ITEMS OR SERVICES FURNISHED BY OR ON BEHALF OF SELLER IN CONNECTION WITH THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE).
CUSTOMER OWNED INVENTORY: Seller may agree in writing with Customer in a quote or statement of work (or similar written agreement) to store Products purchased by Customer from Seller at a Seller facility (“Customer Owned Inventory”). All risk of loss and liability for Customer Owned Inventory shall be and remain with Customer. Any agreed quote for storage of Customer Owned Inventory shall be signed by the parties in order to be effective and may include the following:
• Part Number/Quantity price to client to sell
• Set Up Fee
• Order Fulfilment Fee
• Warehouse Fee
• End Date
• Clause on end date and note on ship product to client and client pays
• Clause on quote charge to client to scrap material
RETURN MATERIAL AUTHORIZATION: The Return Material Authorization (“RMA”) Program is a customer service offering that is designed to fully maintain the operational integrity and high quality of Seller’s Products during the applicable warranty period(s).
PARTS ORDERING AND RETURN: To initiate an RMA for purposes of ordering parts:
• Contact Customer Service or Sales Operations for issuance of an RMA number.
• To receive an RMA number, Customer must provide the following information:
o Original Purchase Order
o Customer name and store number
o Physical shipping address
o Store contact name
o Store contact phone number
o Part number (s)
o Serial number (if applicable)
o Reason for part return, including a description of the observed defect/symptom
• Warranty status will be confirmed only upon receipt by Seller of the returned part. If Seller determines that the item is not covered by warranty, Customer will be notified to arrange for return of product
