Unless otherwise specifically provided by separate written agreement duly signed by seller, the terms and conditions specified below constitute the entire agreement between seller and buyer, and no other terms or conditions shall be of any effect. Buyer will be deemed to had assented to all such terms and conditions if any part of the described order is accepted. If buyer finds terms and conditions not acceptable, buyer must so notify seller at once. Any additional or different terms or conditions contained in buyer's order or response hereto, shall be deemed object to by seller and shall be of no effect.
1. PRICES: published price lists and specifications are subject to change without notice. Prices quoted in written proposals, however are effective for a period of 30 days. All prices are stated f.o.b. shipping point(s) designated by seller and are payable in U.S. Dollars unless otherwise stated. Buyer's order shall be accepted by seller subject to final credit approval by Seller.
If a buyer requires a firm price, the buyer should contact the seller to advise of the requirement before submitting a purchase order.
2. PAYMENT TERMS: Terms of payment - net 7 on approved credit. Invoices shall be issued upon shipment. Past-due invoices are subjected to a monthly service charge at the maximum rate permitted by law. If the Buyer defaults on the terms of payment of any invoice, or if the financial responsibility of the Buyer shall become impaired or unsatisfactory in the sole judgment of seller, the Seller reserved the right to change terms of payment and/or defer or discontinue further shipments, without prejudice to any other lawful remedy, until past-due payments are made and satisfactory assurance of Buyer's credit standing is received.
3. TAXES: Prices do not include local, state and federal taxes. Consequently, in addition to the prices specified herein, the amount of any present or future sales, use, or similar tax or duty applicable to the sale of the goods and merchandise herein, or to the use of such goods and merchandise by the Buyer shall be paid by the Buyer, or in lieu thereof, Buyer shall furnish Seller with a tax exemption certificate acceptable to the taxing authorities.
4. PACKING: Modules are usually shipped in cardboard cartons an packed to conform with acceptable commercial practices. At the Buyers request or when in Seller's opinion the Buyer's specified method of transportation could be harmful to the equipment if packed as provided above, expense of special crating or packing, with Buyer's approval shall be invoiced by Buyer.
5. TRANSPORTATION: Unless otherwise specified, the Seller ships via BEST METHOD.
6. INSURANCE: For Buyer's protection, Seller may insure all shipment at full value at Seller's sole discretion. All insurance charges shall be billed to the Buyer unless the Buyer certifies in writing 10 days prior to shipping that insurance in form and amount satisfactory to Seller shall be Buyer's responsibility. Any return of equipment by Buyer to Seller whether it be under Seller's warranty or not, must be fully insured by the Buyer at the expense of the Buyer. Seller accepts responsibility for Buyer's equipment when it is at Seller's facilities. Failure to insure or the failure of an Insurer to settle Buyer's claim shall not result in any liability to the Seller.
7. DELIVERY: Delivery shall be F.O.B. Seller's designated shipping point(s). Buyer shall assume all risks of loss upon delivery to the carrier at point of shipment. Buyer shall assume full responsibility for negotiating with the carrier or insurer or both in the event of misdelivery, loss or damage regardless of the fact that insurance and transportation may have been secured by the Seller. Seller shall not be liable for any delay in delivery, but shall exert its best effort to meet agreed delivery date.
8. TITLE: Except as otherwise agreed to in writing, title to the goods or any part thereof shall pass from the Seller as soon as all payments herein have been fully made in cash. The goods shall be and remain personal or moveable property, notwithstanding their mode of attachment to realty or other property. If default is made in any of the payments therein, Purchaser agrees that Seller may retain all payments which have been made on account of the purchase price up to 50% of the purchase price, as liquidated damages and the Seller shall be entitled to the immediate possession of the goods, and shall be free to enter the premise where the goods maybe located and remove such goods as Seller's property, without prejudice to Seller's right to recover any further expenses or damages Seller may suffer by reason of such non-payment.
8.a Software and/or Font Cartridge License Agreement
In the return for the payment of a one time license fee which was included in the purchase of the Seller MICR Printers, Seller grants you an non-exclusive right to use the Font Cartridge and the Software subject to the following terms and conditions. No title or ownership of the Software is conferred with the license.
1.The Software maybe used without time limit on one Seller Printer.
2.The Software and Font Cartridge may not be duplicated or copied.
3.The software may not be disassembled, decompiled, decrypted, or reverse engineered unless with Seller's prior written consent is either obtained or not required by law. Upon request, the user will provide Seller with reasonably detailed information regarding any disassembly, decompilation, decryption, or reverse engineering.
4.Any third party supplier of the Software may protect it's rights in the Software against violations of this License,
5.Seller reserves the right to terminate this license upon breach, In the event of termination, all copies of the Software must be returned to Seller, or with Seller's prior written consent, a certificate of destruction of all copies may be provided to Seller.
6.This license and the Software product(s) may be transferred to a third party provided the third party agrees to all the terms and License and that no copies of the Software are retained by the transferring party.
7.If the Software is licensed for use by the US Government, the user agrees that the Software has been developed entirely at private expense and is delivered as "Commercial Computer Software" (as defined in DFARS 252 .227-7102) or as "Restricted Computer Software" (as defined in FAR52.227-19).
9. DOCUMENTATION: Each product is supplied with an instruction manual, and/or documentation which in Seller's sole opinion is designed to provide Buyer with an adequate working knowledge of the equipment purchased.
10. WARRANTY: The Seller warrants to buyer that the equipment sold hereunder will be free from defects in material and workmanship. Refer to specified warranty on each product.
11. ACCEPTANCE: Acceptance of all equipment shall be at the Seller's point of manufacture, or such other place as Seller may designate. Acceptance binding upon Buyer shall be effected when the test procedure devised by Seller is satisfied.
12. CANCELLATION OF ORDERS: Order accepted by Seller are subjected to cancellation by Buyer only with written consent of Seller and upon payment of reasonable cancellation charges by Buyer, these charges shall include cost incurred and commitments made by the Seller at the time of cancellation, and any loss of profit to the Seller arising there from. Seller shall have the right to cancel any order placed or to refuse to delay the shipment thereof for failure of Buyer to meet prompt payment due Seller or any other reasonable requirements established by the Seller or for any acts or omissions of Buyer that delay Seller's performance. In the event of bankruptcy or solvency of Buyer, or in the event any proceeding is brought by or against Buyer, voluntary or involuntary, under any provision of the Bankruptcy Act or insolvency law, the Seller shall be entitled to cancel any order then outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement for its reasonable and proper cancellation charge. Minimum cancellation charges are 20% of purchase price for restocking and/or reconfiguration, and/or carrying charges plus additional charges for any special work done by Seller specifically for that order.
13. APPLICABLE LAW: Any transaction between the Seller and Buyer shall be governed and construed according to the laws of the State of New York.
14. ARBITRATION: Any controversy or claim concerning a question of fact arising out of or relating to the export purchase of equipment by Buyer from Seller shall be settled by Arbitration, in such place as Seller may designate, and judgment upon award thereon may be entered in any court having jurisdiction thereof.
15. ASSIGNMENT: Buyer may not assign the Contract or any interest therein without the written consent of Seller.
16. ACCESS AFTER SALE: Buyer agrees to permit Seller full and complete access to the goods and equipment, at anytime after sale, upon reasonable notice, for the purpose of making such repairs and modification to the goods and equipment as Seller may, in its sole discretion, deem advisable, it being understood, however Seller shall not be obliged to make any such repairs or modifications at any time, and that no liabilities shall be attached to Seller because of the making of such repairs or modifications, or its failure to make same. The making of such repairs or modifications shall not extend any warranties hereunder, nor create any new warranties. Buyer agrees to indemnify, defend, and hold Seller harmless for any and all claims which may be asserted as a result of making of such repairs or modifications, or the failure to make same, even if such claims arise out of negligence of Seller, and regardless of whether such claims involve bodily injury, property damage, loss of profit, or any other claim or combination of claims.
17. HEADINGS: The headings or Sections hereof are for purpose of reference only, and shall not be limited or otherwise effect the terms or provisions hereof.
18. GENERAL: (A) Seller reserves the right to make modification in design any time but shall not be under any obligation to make such modification to products previously sold. (B) Seller shall in no event be liable for special, indirect or consequential damages.
Printerm Datascribe, Inc. supports industry efforts to combat credit card fraud and will report any instance of credit card fraud or attempted credit card fraud to the United States Secret Service and the Internet Fraud Complaint Center in the United States and the Royal Canadian Mounted Police and RECOL in Canada. All international fraud will be reported to Interpol. Each instance of credit card fraud or attempted credit card fraud can carry penalties of up to 10 years in prison and/or a $10,000 fine.