(1) Acceptance. This invoice contains all of the terms of the purchase and sale of equipment described on this invoice (the “Goods”) between ParagonR3 (“Seller”) and the applicable buyer (“Buyer”). Additional or different terms in any order or offer from Buyer are rejected and not binding on Seller unless such terms are accepted in writing by an authorized representative of Seller, and acceptance of Buyer’s order is expressly conditioned on Buyer’s assent to the terms and conditions set forth herein.
(2) Payment. Payment is due net 30 days from receipt of the Goods delivered F.O.B. point of origin. Payments more than 30 days past due will be assessed a late payment charge of the lesser of (a) 1.5% per month or (b) the maximum amount permitted by applicable law.
(3) Taxes. Prices quoted exclude assessments, sales, use, value added or excise taxes, duties, imposts, and other charges, all of which are the sole liability of Buyer. If Buyer asserts no sales tax is due, Buyer shall furnish Seller before shipment a valid tax exemption withholding certificate for the jurisdiction where the sale is deemed to be made.
(4) Delivery, Title, and Risk of Loss. Title and risk of loss for the Goods passes on delivery F.O.B. point of origin. Unless otherwise agreed to in writing by Seller, the Goods will be packaged according to industry standards and delivered using a recognized national carrier. Buyer may request special packaging or designate a specific carrier for additional charges.
(5) Security Interest. Seller reserves a purchase money security interest in the Goods until this invoice has been paid in full. To the extent the Goods are resold and title passes to a bona fide purchaser for value, Seller retains a security interest in the proceeds and products thereof, accessions and commingled goods relating to, attached to, or derived from the foregoing, or any records with respect thereto. Seller may file necessary forms to evidence and perfect such security interest and status as a secured party in any relevant jurisdiction. Buyer will execute and deliver all security agreements, financing statements and any and all other instruments which Seller may at any time reasonably require to protect its rights hereunder.
(6) LIMITED WARRANTY. ALL EQUIPMENT (INCLUDING WHETHER UNUSED OR REFURBISHED) SOLD BY SELLER TO BUYER IS WARRANTED, IF AT ALL, SOLELY BY SELLER, NOT IT’S RESPECTIVE MANUFACTURERS. UNLESS SELLER AND BUYER HAVE ALREADY ENTERED INTO A WRITTEN AGREEMENT FOR AN EXTENDED WARRANTY PERIOD, SELLER WARRANTS THAT THE GOODS WILL CONFORM TO THE SELLER’S SPECIFICATIONS AND BE FREE FROM DEFECTS AND DEFICIENCIES IN WORKMANSHIP AND MATERIALS FOR THE PERIOD (WHICH MAY BE NONE OR BLANK) INDICATED ON THE ITEMIZATION OF GOODS ON THIS INVOICE BEGINNING ON THE DATE OF DELIVERY OF THE GOODS. IN THE EVENT OF A VALID WARRANTY CLAIM, SELLER MAY REPAIR OR REPLACE THE GOODS, PROVIDED, THAT, BUYER FOLLOWS THE PROCEDURES OUTLINED BELOW. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED, INCLUDING WARRANTIES OF FITNESS OR MERCHANTABILITY, REGARDLESS OF WHETHER SELLER HAS BEEN ADVISED OF ANY PARTICULAR PURPOSE.
(7) LIMITATION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY NATURE (INCLUDING FOR LOSS OF PROFIT OR LOSS OF DATA) ARISING OUT OF OR RELATED TO THE GOODS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR FAULT OF EITHER PARTY AND REGARDLESS OF WHICH SUCH LIABILITY ARISES IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE, OR UNDER ANY OTHER THEORY OF LIABILITY.
(8) Warranty and Return Procedures. All new/unused Goods are recorded by product serial number and/or warranty label. All refurbished Goods come labeled with a warranty label. If the warranty label is damaged or removed from the Goods, or if the Goods are used not in accordance with documentation or specifications, or are otherwise misused, all warranties on the Goods shall be null and void ab initio. To take advantage of the warranty, Buyer must promptly notify Seller of the defect or deficiency claimed. (a) Missing, Damaged or Inoperable Items. In the event of missing, damaged, or inoperable items, Seller must be notified in writing (certified mail, return receipt requested, or via fax with confirmation of delivery) within 10 days of date of delivery of the Goods. (b) Returns. All equipment deemed to be Out of Box Failure (OBF) or defective in nature on delivery will need to have a Return Merchandise Authorization (RMA) number in order to be processed for credit or replacement. Returns will not be accepted unless the RMA number is clearly noted on the outside of the package. An RMA may be requested up to 90 days after delivery of the Goods. Returns will be subject to a 20% restocking fee, unless Seller and Buyer have already entered into a written agreement otherwise.
(9) Force Majeure. Seller shall not be liable for any failure or delay in furnishing the Goods, materials, or labor resulting from fire, explosion, flood, storm, acts of God, governmental acts, orders, or regulations, hostilities, civil disturbance, strikes, labor difficulties, machinery breakdown, transportation contingencies, difficulties in obtaining parts or supplies, shipping facilities, delay of carriers, or any other cause that is beyond the control of Seller. Date of delivery requested by Buyer in any order, or anticipated by Seller, may be delayed due to any such cause or event.
(10) Cancellation. Seller may suspend or cancel an order, without prejudice to any other remedy, if payment of this invoice in full, according to agreed terms, is not made by Buyer.
(11) Personal Information. Seller certifies that it is in full compliance with the requirements under Massachusetts Law with respect to the treatment and safeguarding of “personal information”, as defined and set forth under 201 CMR 17.00.
(12) Attorneys’ Fees. In addition to any other amounts owed or due to Seller hereunder, Seller shall be entitled to recover reasonable attorneys’ fees and court costs incurred by Seller in enforcing these terms, including to retake possession of any Goods or to collect the full amount of this invoice.
(13) Law. The purchase and sale between Seller and Buyer and this invoice shall be governed in accordance with the laws of the Commonwealth of Massachusetts, excluding its conflict of laws principles. The parties elect not to be governed by the United Nations Convention on the International Sale of Goods. Buyer and Seller submit to personal and subject matter jurisdiction of the state and federal courts of the Commonwealth of Massachusetts.
(14) Entire Agreement. This invoice represents the full and integrated agreement of the parties with respect to the purchase and sale of the Goods. No modification shall be effected by any receipt or acknowledgement of Seller of any order from Buyer containing additional or different terms. If any provision herein shall be held to be invalid, illegal, or unenforceable, these terms shall be construed as if such provision is not contained herein, and such offending provision shall be stricken.