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These terms and conditions of sales which appear on all invoices are the terms and conditions upon which Tech Data Corporation and its U.S. subsidiaries (together "MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc.") make all sales. MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. will not accept any other terms and conditions of sale, unless Buyer and MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. have executed a master contract which specifically supersedes and 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.
ACCEPTANCE 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 MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc.; (b) Buyer's written acknowledgment hereof; (c) Buyer's acceptance of any shipment of any part of the items specified for delivery (the "Products"); or (d) any other act or expression of acceptance by Buyer. MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc.'s acceptance is expressly limited to the terms and conditions hereof 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 the terms and conditions set forth hereon is objected to and is hereby rejected by MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc.. MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc.'s silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc.'s acceptance or approval thereof.
DELIVERY Unless otherwise agreed in writing, delivery shall be made in accordance with MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc.'s shipping policy in effect on the date of shipment. For all domestic transactions, unless otherwise stated on the front of the invoice, title to, and all risk of loss or damage with respect to the Products shall pass to Buyer upon delivery by MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. to the carrier or Buyer's representative at MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc.'s warehouse or plant. For all international transactions, the Product shall be sold on a delivered, insurance paid, duty and international freight unpaid basis. MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. assumes no responsibility for charges attendant to Customs clearance in the country of delivery, customs duty, VAT or any other charges or taxes within the country designated for delivery by the Buyer. Title and risk of loss shall pass to the Buyer upon delivery to the port designated by the Buyer and prior to Customs clearance. Delivery is subject to the payment provisions set forth herein and to MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc.'s receipt from Buyer of all necessary information and documentation from Buyer including all import certificates, exemption and/or resale certificates, licenses and other documents as may be required from Buyer for export of the Product. Buyer shall promptly notify MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc., 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. MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. shall not be liable for any shipment delays beyond the reasonable control of MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. which affect MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. or any of MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc.'s suppliers, including, but not limited to, delays caused by unavailability or shortages of Products from MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc.'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 rate s; failure or destruction of plant or equipment arising from any cause whatsoever; or transport failures.
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 import or customs duties, license fees and similar charges, however designated or levied on the sale of the Products (or the delivery thereof) or measured by the purchase price paid for the Products. (MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc.'s prices set forth on the front side of the invoice do not include such taxes, fees and charges.) Exemption certificates must be presented prior to shipment if they are to be honored. Unless otherwise specified, payment terms are COD. MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc., 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 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 agreements. Notwithstanding any "net" payment provisions specified on the invoice, MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. shall have no continuing obligation to deliver Products on credit, and any credit approval may be withdrawn by MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. at any time and without prior notice. MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. retains (and Buyer grants to MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. by submitting a purchase order) a security interest in the Products to secure payment in full and compliance with all sales agreements, and Buyer agrees to execute any additional documents necessary to perfect such security interest. In the event the sales invoice shall be placed by MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. in the hands of an attorney for the purpose of collection, with or without litigation, or for the purpose of enforcing MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc.'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. If a sale is to occur, or the Product is to be shipped, outside of the United States, Buyer acknowledges and agrees that the amount due MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. is contracted in U.S. Dollars and that payment in U.S. Dollars is of the essence. Any payment by Buyer in local currency or the receipt by MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. of local currency as a consequence of enforcement procedures against Buyer will be deemed an authorization for MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. to use that local currency to purchase U.S. Dollars or, if such purchase is prohibited by local law, an authorization to purchase appropriate bonds or other instruments and export them from the Buyer's country in order to convert the currency into U.S. Dollars and apply the proceeds to the payment of any amounts owed to MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. by Buyer. Any deficiency as a result of conversion of payment into U.S. Dollars shall be the responsibility of Buyer.
PRODUCT RETURNS None. All Sales are Final.
LIMITATION OF LIABILITY MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. shall not be liable under any circumstances for any special, consequential, incidental, PUNITIVE or exemplary damages arising out of or in any way connected with the agreement to sell Product to Buyer or the Product, including, but not limited to, damages for lost profits, loss of use, lost data or for any damages or sums paid by Buyer to third parties, even if MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. has been advised of possibility of such damages. The foregoing limitation of liability shall apply whether any claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.
GENERAL These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. to Buyer and shall supersede all prior offers, negotiations, understandings and agreements. Unless Buyer and MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. have executed a master contract which specifically supersedes and replaces the terms and conditions herein, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain the terms and conditions contained herein. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. in the United States. Any waiver by MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults hereunder. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the State of Florida shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions. All sales agreements shall be deemed made in, and shall be governed by, the laws of the State of Michigan. | ||||
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April 16, 2003 at 9:30pm (EST) Copyright © 2000-2003 MicroByte Computers, Inc. and Point-of-Sale Technologies, Inc. All rights reserved. All Copyrights are acknowledges and belong to their respective owners. Duplication of any information without express written permission is prohibited. Violators will be prosecuted to the maximum extent possible. | Legal | Privacy Terms | Terms of Use and Service | Conditions of Sale | Limited Warranty | Linking & Logo Information| Prices and specifications are subject to change without notice or obligation. Prices quoted in U.S. dollars and exclude shipping and handling charges and taxes. Time needed to custom build systems will vary. All ship/delivery dates are estimates and cannot be guaranteed by MicroByte Computers, Inc. and/or Point-of-Sale Technologies, Inc. or it's partners. All sales final. Sales not for export. | ||||