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1. Prices
TouchSystems Corporation reserves the right to increase the price of products herein by written notice to the Buyer at least thirty (30) days prior to the date of shipment of such products. When quantity price discounts are quoted by TouchSystems Corporation such discounts are computed separately for each type of product to be sold and are based upon the quantity of each type and each size ordered at any one time for immediate delivery. If any order is reduced or canceled by Buyer with TouchSystems Corporation's consent, it is agreed that prices will be adjusted upward to the higher price, if applicable, for the uncancelled quantity.
2. Taxes
Unless otherwise specified in the quotation, the prices shown do not include any taxes, import or export duties, tariffs or custom charges. Buyer agrees to pay TouchSystems Corporation the amount of any federal, state, county, municipal, or other taxes, duties, tariffs or custom charges levied by any jurisdiction foreign or domestic which TouchSystems Corporation may be required to pay on account of the ownership at the place of installation or during transit of the material or equipment which is the subject of this contract, or on account of the transportation, sale, or use of said material or equipment.
3. Payment Terms
Unless otherwise stated in a separate agreement or on the front of this form, payment terms are thirty (30) days net from date of invoice, subject to approval by TouchSystems Corporation of amount and terms of credit. TouchSystems Corporation reserves the right to require payment in advance or COD and otherwise modify credit terms. When partial shipments are made, payments therefore shall become due in accordance with the above terms upon submission of invoices. If, at the request of Buyer, shipment is postponed for more than thirty (30) days, payment will become due thirty (30) days after notice to Buyer that products are ready for shipment. These terms apply to partial as well as complete shipments of the products. If Buyer fails to pay in accordance with these terms, TouchSystems Corporation at its option, may charge Buyer, and Buyer shall pay TouchSystems Corporation (in addition to the price), interest on the debt at the rate of twelve percent (12%) per annum from the due date until Buyer pays the debt in full.
4. Shipment
All shipments will be made FOB TouchSystems Corporation shipping point. In the absence of specific instructions, TouchSystems Corporation will select carrier. Title to the material shall pass to the Buyer upon delivery thereof by TouchSystems Corporation to the carrier or delivery service. Thereupon the Buyer shall be responsible therefore. Products held for Buyer, or stored for Buyer, shall be at the risk and expense of Buyer. Claims against TouchSystems Corporation for shortages must be made in writing within ten (10) days after arrival of shipment. TouchSystems Corporation is not required to notify Buyer of the shipment.
5. Delivery
Shipping dates are approximate. If conditions arise which prevent compliance with delivery schedules, TouchSystems Corporation shall not be liable for any damage or penalty for delay in delivery, or for failure to give notice of delay, and such delay shall not constitute grounds for cancellation. Without limiting the generality of the foregoing, TouchSystems Corporation shall not be liable for delay by reason of inability, due to causes beyond its reasonable control, to obtain the necessary labor, materials or manufacturing facilities, or for delay due to the elements, acts of God, acts of the Purchaser, acts of nonperformance of suppliers, acts of civil or military authorities, priorities, fires, floods, epidemics, quarantine restrictions, war, riot, strikes, differences with workmen, accidents to machinery, delays in transportation or any other causes beyond the control of TouchSystems Corporation whether or not similar to the foregoing. In such event, delivery dates shall be deemed extended for a period equal to such delay.
6. Packing
Unless otherwise specified, prices quoted herein include normal packaging. If special packaging is required by Buyer, an additional charge will be made.
7. Inspection
Unless Buyer notifies TouchSystems Corporation in writing ten (10) days from the date of shipment of any products that said products are rejected, they will be deemed to have been accepted by Buyer. In order for the notice of rejection to be effective it must also specify the reason(s) why the products are being rejected.
8. Fair Labor Standards Act
TouchSystems Corporation certifies that products furnished here under have been or will be shipped in compliance with the Fair Labor Standards Act, as amended, and regulations and orders of the US. Department of Labor issued thereunder. TouchSystems Corporation agrees that this statement may be considered as the written assurance contemplated by the October 26, 1949 amendment to said Act.
9. Governing Law
The terms of this Agreement and all rights and obligations here under shall be governed by the laws of the State of Texas.
10. Errors
TouchSystems Corporation reserves the right to correct clerical or stenographic errors or omissions.
11. Acceptance
Notwithstanding any inconsistent or additional terms which may be contained in any purchase order or any of the Buyer's other forms or documents, TouchSystems Corporation's Customer Acknowledgment as an acceptance is expressly conditioned upon Buyer's agreement to the terms and conditions herein and on the reverse side hereof.
12. Entire Contract
The provisions hereon and on accompanying papers, if any, constitute all the terms and conditions agreed upon by the parties and shall replace and supersede any provisions on the face and reverse side of the Purchase Order or any attachment thereto, or any prior general agreement inconsistent with the provisions hereof except that orders by a Distributor or Representative with whom TouchSystems Corporation has a franchise agreement shall be subject to the provisions of such franchise. No modification hereof shall be valid unless in writing and duly signed by a person authorized by TouchSystems Corporation The provisions hereof shall not be modified by any usage of trade, or any course or prior dealings or acquiescence in any course of performance.
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