TERMS and CONDITIONS of SALE

• Price
All prices given here are based upon manufacturer's pricing to CODE Micro, Inc. and are subject to change without notice. All prices listed are in US Currency. Unless otherwise stated, pricing is F.O.B. at CODE Micro, Inc.' or its suppliers' facilities, and does not include freight or installation. Prices are exclusive of all taxes now in force or enacted in the future and therefore subject to an increase equal to the amount CODE Micro, Inc. may be required to collect or pay associated with the sale or delivery of items herein. CODE Micro, Inc. is not responsible for typographical or database pricing errors. Modification of this order by the customer after order acceptance by CODE Micro, Inc. may result in a change in price to reflect material and labor expenses incurred by CODE Micro, Inc. in making said modifications.
• Warranty
The only applicable warranties will be provided by the manufacturers of the equipment listed herein. Any software is warranted only if, and to the extent of existence of, the applicable manufacturer's warranty and is distributed by CODE Micro, Inc. on an as-is basis without warranty by CODE Micro, Inc.. CODE Micro, Inc. does not warrant that the operation of any equipment or of any programs will be uninterrupted or error free, or that all programming errors will be corrected. CODE Micro, Inc. MAKES NO WARRANTIES REGARDING ITS PRODUCTS OR SERVICES (INCLUDING WITHOUT LIMITATION WARRANTIES AS TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) EITHER EXPRESSED OR IMPLIED. CODE Micro, Inc. SPECIFICALLY MAKES NO WARRANTIES AS TO THE SUITABILITY OF THE PRODUCTS OR SERVICES FOR ANY PARTICULAR APPLICATION. CUSTOMER ACKNOWLEDGES THAT IT IS CUSTOMER'S CHOICE OF HARDWARE OR SOFTWARE THAT IS AND HAS BEEN THE INSTRUMENTAL FACTOR IN THE SELECTION OF THE PRODUCTS FOR PURPOSES AND USES INTENDED BY THE CUSTOMER. IN NO EVENT SHALL CODE Micro, Inc. be liable for special, incidental or consequential damages in connection with, or arising out of, the furnishing, performance or use of any product or services covered by this agreement. Responsibility and/or liability of CODE Micro, Inc. shall, in connection with any product or service, be limited in maximum amount to the original purchase price of that product or service. Customer agrees that products and equipment shall be used in manner described by the original manufacturer thereof, otherwise any applicable warranty will become null and void. Any applicable warranty does not cover normal wear and tear and is contingent upon proper storage, installation, use and maintenance in conformance with applicable recommendations of manufacturer.
• Payment
Payment in full shall be made at the time of placing the order, unless other arrangements have been made. Title passes to the Customer when merchandise is delivered to the Customer (or freight carrier) at CODE Micro, Inc.'s or its suppliers' facilities. CODE Micro, Inc. reserves the right to make partial shipments. Each shipment shall be a separate transaction and payment shall be made accordingly. If shipments are delayed by Customer for whatever reason, payment shall become due on the originally scheduled shipment date. Customer hereby grants to CODE Micro, Inc. a security interest in the equipment as security for the performance by customer of all its obligations in this agreement. Customer agrees to pay any and all expenses incurred by CODE Micro, Inc. associated with the collection of any monies owed to CODE Micro, Inc. by Customer or Customer's agents.
• Delivery
Delivery shall be F.O.B. CODE Micro, Inc. or its suppliers' facilities, with shipping charges to be pre-paid by Customer to carrier. Regardless of whether shipping arrangements are made by Customer or CODE Micro, Inc., risk of loss shall pass to Customer upon delivery by CODE Micro, Inc. or CODE Micro, Inc.'s supplier, to carrier. In the absence of specific written instructions on the face of this document, CODE Micro, Inc. will select the carrier, but shall not thereby incur any responsibility or liability in connection with shipment, nor shall the carrier be construed to be an agent of CODE Micro, Inc.. CODE Micro, Inc. shall not be liable for any damages or penalty for delay in delivery or for failure to give notice of delay when such delay is due to the elements, acts of God, delays in transportation, delays in delivery by CODE Micro, Inc.'s vendors or any other causes beyond the reasonable control of CODE Micro, Inc.. The scheduled delivery date shall be extended by a period equal to the time lost because of any such delay.
• Acceptance
Customer agrees to accept the listed equipment, programs, and programming services under the terms and conditions of this agreement. Customer further agrees, with respect to equipment and programming, to accept responsibility for 1) their selection to achieve the Customer's intended results, 2) their use and 3) the results obtained therefrom. Customer also has the responsibility for the selection and use of, and results obtained from, any other equipment, programs or services used with the equipment and programming. The terms and conditions of sale contained herein supersede all agreements made and purchase orders submitted to and accepted by CODE Micro, Inc..All sales shall be final once accepted by Customer. CODE Micro, Inc. is under no obligation to refund or exchange merchandise. CODE Micro, Inc. is entitled to reasonable storage fees for any merchandise left on its premises. Deposits or prepayments made prior to delivery are also non-refundable.

All matters pertaining to this agreement shall be governed by the laws of the State of California.

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