Terms & Conditions Of Sale

PowerOne has served the IT community for over 30 years and specializes in providing comprehensive communication solutions and services. With a combined experience reaching upwards of 100 years, PowerOne boasts one of the most experienced staff in Central Florida.

Introduction

1. Acceptance – Acceptance of this Agreement by EVALCOR, INC. dba POWERONE (POWERONE) is contingent upon (1) a satisfactory credit report of Purchaser and (2) with regard to the dollar amounts stated herein, the absence of any mathematical error or deviation from POWERONE standard prices.

2. Payment – Purchaser agrees to pay the Net Amount set forth on the face of the Quotation. All quotations are F.O.B. shipping point, and all transportation, rigging, drayage, uncrating and similar charges will be paid by Purchaser. IF PAYMENT IS NOT RECEIVED WITHIN TEN DAYS FROM DATE OF INVOICE FOR LABOR (AND THIRTY (30) DAYS FROM DATE OF INVOICE FOR MATERIAL) PURCHASER AGREES TO PAY INTEREST THEREON AT A RATE EQUAL TO THE LESSER OF 1 1/2% PER MONTH OR THE MAXIMUM INTEREST RATE PERMITTED BY LAW. Any Payments due for equipment purchases shall not be contingent upon any test in place.

3. Title – Until full payment of the Net Amount, Purchaser hereby grants POWERONE a purchase money security interest in the equipment sold hereunder in accordance with the Uniform Commercial Code. POWERONE may, at any time, file a copy of this Agreement or a financing statement (which Purchaser agrees to execute upon POWERONE’s request) with appropriate authorities as a financing statement in order to perfect POWERONE’s security interest. Any such filing shall not constitute acceptance of this Agreement by POWERONE. Title shall not pass to Purchaser until the Net Amount (including all freight and taxes, if applicable) has been paid.

4. Default – If Purchaser defaults hereunder, if a Petition in Bankruptcy is filed, or any proceeding under any bankruptcy, insolvency or similar law is commenced by or against Purchaser, or if Purchaser makes an assignment for the benefit of creditors: POWERONE, in addition to other remedies, may repossess the equipment without notice; and Purchaser grants to POWERONE all rights to enter the job site which Purchaser may have in order to enable POWERONE to effect such repossession.

5. Purchaser agrees to pay POWERONE costs and expenses of collection and/or repossession, including the maximum attorney’s fee permitted by law.

6. Risk of Loss – Risk of loss or destruction of or damage to the equipment shall pass to Purchaser upon the earlier of delivery to Purchaser or delivery to a carrier for delivery to Purchaser. Merchandise received by Purchaser shall be inspected for damage and quantity counts, at time of receipt and, if not objected to in writing within thirty (30) days thereafter, shall be deemed accepted by Purchaser as to condition and quantity, and the Purchaser shall be responsible for all merchandise thereafter.

7. Warranty – Equipment warranty is provided by the respective manufacturer. PURCHASER ACKNOWLEDGES THAT NO OTHER REPRESENTATIONS WERE MADE TO IT OR RELIED UPON BY IT WITH RESPECT TO THE PURPOSE, QUALITY AND FUNCTION OF THE EQUIPMENT. THIS WARRANTY SHALL NOT APPLY TO THE EQUIPMENT OR ANY PART THEREOF WHICH HAS BEEN SUBJECT TO ACCIDENT, NEGLIGENCE, TAMPERING, ALTERATION, ABUSE OR MISUSE, OR IF DAMAGE TO THE EQUIPMENT HAS BEEN CAUSED BY ATTACHMENT THERETO OR USE IN CONNECTION THEREWITH OF PARTS, COMPONENTS AND/OR EQUIPMENT NOT SOLD BY POWERONE. IN NO EVENT WILL POWERONE HAVE ANY OBLIGATIONS OR LIABILITY FOR DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL OR SPECIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE EQUIPMENT. THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Taxes – Purchaser agrees to pay the Invoice for all Hardware purchased pursuant to the Quotation. Purchaser will pay all taxes, fees or charges of any nature whatsoever imposed by any governmental authority on, or measured by, the transaction between Purchaser and POWERONE. If POWERONE is required to collect the foregoing, such amounts will be separately stated on the invoice, and must be paid by Purchaser unless Purchaser provides POWERONE with a valid tax exemption certificate authorized by the appropriate taxing authority. Purchaser agrees to provide POWERONE with a valid resale certificate for the Hardware purchased for resale.

9. Delivery – POWERONE shall not be liable for failure to deliver or for delays in delivery occasioned in whole or in part by causes beyond its control, including, without limitation, strikes and other labor disputes, fires, embargoes, war or civil disturbance, acts of God, inability to obtain transportation or shipping space for materials, machinery breakdowns, delays of carriers or suppliers and governmental acts and regulations.

10. Cancellation and Returned Equipment – Orders may be cancelled only with POWERONE’s written consent and upon payment of reasonable and proper cancellation charges. Goods may be returned only when specifically authorized in writing by POWERONE, and Purchaser will be charged, for placing returned goods in saleable condition, any sales expenses then incurred by POWERONE plus a restocking charge and any outgoing and incoming transportation costs which POWERONE pays.

11. General – POWERONE shall not be liable for incidental consequential damages. This Agreement (1) constitutes the entire Agreement between Purchaser and POWERONE, and (2) supersedes all prior correspondence and communications between Purchaser and POWERONE, with respect to the equipment, including any parts or equipment furnished as a replacement. No representation or statement not expressed herein shall be binding on POWERONE. THE FOREGOING TERMS AND CONDITIONS SHALL PREVAIL NOTWITHSTANDING ANY VARIANCE WITH THE TERMS AND CONDITIONS OF ANY ORDER SUBMITTED BY PURCHASER WITH RESPECT TO THE EQUIPMENT. Purchaser’s signature on the Quotation, or by acknowledging the Quotation in a Purchase Order, or by acceptance of delivery shall constitute Purchaser’s acceptance of these terms and conditions. This agreement may not be assigned without POWERONE’s prior written consent. All information with respect to the design, operation or other characteristics of the equipment furnished directly or indirectly by POWERONE (except such information as may be established to be in the public domain) shall be received and held by Purchaser in confidence, and Purchaser shall exercise reasonable care to prevent the improper use of such information.

12. Limited Liability – IN NO EVENT WILL POWERONE BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO ANY PRODUCT OR SHIPMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE; LOSS OF REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFITS (INCLUDING LOSS OF PROFITS ON AGREEMENTS); LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER CAUSED INCLUDING THE REPLACEMENT OF EQUIPMENT AND PROPERTY. THIS LIMITATION OF LIABILITY APPLIES WHETHER A CLAIM IS MADE OR DAMAGES ARE SOUGHT UNDER THIS WARRANTY OR AS A TORT CLAIM (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), AN AGREEMENT CLAIM, OR ANY OTHER CLAIM. THIS LIMITATION OF LIABILITY SHALL APPLY EVEN IF POWERONE OR AN AUTHORIZED REPRESENTATIVE OF POWERONE HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO DEATH OR PERSONAL INJURY CLAIMS.

13. Severability – If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

14. Modification and Waiver – POWERONE reserves the right to modify these Terms at any time without notice. Purchaser is responsible for reviewing these Terms
before placing an order with POWERONE. No modifications or amendments to these Terms by Purchaser will be accepted by and binding on POWERONE unless an authorized representative of POWERONE agrees in writing to such modifications or amendments. POWERONE’s waiver of any of these Terms in any instance shall be limited to that Term and instance and shall not constitute a waiver of any other Terms or a waiver of such Term on any future occasion. POWERONE’s failure to enforce any of these Terms or assert any rights hereunder shall not excuse any other breaches or constitute a waiver of such rights.

15. Applicable Law – Any dispute arising out of or relating to this Agreement or the breach thereof shall be governed by the federal laws of the United States and the laws of the State of Florida, USA for all claims. Both parties hereby consent to the exclusive jurisdiction of the state and federal courts in Lake County, Florida, USA.