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<br />TERMS AND CONDITIONS
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<br />1. Emergency Management Controls, Corp., DBA e-me', is herein referred to .s the 'Seller" and the customer or person or enlity
<br />purChasing goods or services ('Goods-) from Seller Is referred to as the 'Buyer". These Terms and Condlllons, any price list or
<br />schedule, quotation, acknowledgemant or invoice from Saller relevant to the ealo and license of the Goods and all documente
<br />incorporated by speCific reference herein or thorein, constitute the complete and axclusive statement 01 Ihe terms of the agreement
<br />govemlng the sale of Goods. Seller's accept.nce of Buyer's purchase order Is expresely conditione I on Buyer's assent to ell 01
<br />Sellsr's lerms and conditions of sale, including terms and conditionelhal are different from or additional 10 the tenne and conditions
<br />Of Buyer's. Buyer's acceptance of the Goods will manifest Buyer's assent to Ihese Terms and Condlllons. Seller re""rves the light
<br />in lis sole discretion to refuse ordel1l.
<br />2. PRICES - Unless otherwise specified In writing by Seller, the plice quoted or spaclfied by Seller for the Good. shall remain In
<br />effecl for thirty (30) days efter the date 01 Seller's quotation.
<br />3, TAXES - Prices ahown dO notlnc/ude sales or othar laxes Imposed on the sele of goods. Taxes now or hereafter Imposed upon
<br />sales or shipmenls v.111 be addad to the purchase price. Buyer egrees to reimburse Seller for any such tax or provide Seller with
<br />acceptable tax exemption certmcete.
<br />4. TERMS OF PAYMENT - Unless otherwise speclfled by Soller, terms are net thirty (3D) days from date 01 Seller's invoice In U.S.
<br />currency. A. a condition of tha seles agreement, a monthly selVlce charge of tha lesser of 1l-\% or the maximum permiUed by law
<br />mav be added In .11 AOM"~ts MI paid by the Aet d~e date.
<br />S, SHIPMENT AND DELIVERY - While seller will use all reasonable commercial efforts to maintain Iho delivery daters)
<br />acknowledged or quoted by Seller, all shipping dalea are approximate and not guarenteed, Seller reserves the right to make
<br />partlel shipments. Seller, al Its option, shell not be bound 10 tender delivery of any Goods for wflich Buyer has not provided
<br />ahlpping inatructions and other required information. If the shipment of tha Goods I. poatponed or delayed by Buyer for ANY
<br />REASON, buyer agrees to reimburse Seller for any and all storage costs and other edditional axpenoes resulting thero from.
<br />6. WARRANTY COVERAGE - Tha Seller Warranl. ii's products to be free from detecls in mataliel or workman.hip for a poliod of one
<br />(1) yeer frQm dale of shipment. All warranty claims of defective matelial or wOrkmanship over sold warranty partod v.111 be subject
<br />to Inspection and verlncatlon by eeller's autholized eelVlce personnel. Producls will be repaired, as neC8ssary, free of all charge.
<br />except Iransportatlon, and the correction of any defects by repelr or replacement by the Seller constltuto fulfillment of all obligations
<br />and liability of the Seller to tha Buyer under this warranty. The limit of the Sailor's liability with respect to any product(s) furnlsllod
<br />hereundar, Whether in conlmct, In tort, under any warranty, Or otherwise, shall be the contrecl prtce herein of the speclnc product
<br />on which auch liability is based. The Sellar Is not responsible for damage of it. product(e) through Improper Installalion,
<br />melntenence, use, repairs or adjustmente, or attempts to operate the product beyond Its ratings, IntentiOllally or otherw1se, Or for
<br />unauthorized rapall1l. The Seller shell not be liable for and Buyar assumes reeponslblllty for all personel Injury and property
<br />damage rssulUng, from the handling, possession or use of the goods by the Buyar, The Seller shall not be liable for specinc
<br />cOllseQuentlel demege. in eny claim, action euit or proceeding alising under this lmnsectlon, nor .hall thera bo eny liability thers
<br />under for claims of labor, loas of proflt or good will, repelrs or other expensas Incidental to replacament. No other representalions,
<br />guemntees Or warranUes, express or implied, ere mede by the Sellar and the foregoing werranty Is In lieu of all other
<br />representations and werrantles, express or implied, which are hereby expressly dlaclaimed and walvad by tha Buyer, including and
<br />warranty of merchantability or of fitneas for particular purpose, These warranties do not extend to any losses or demages due to
<br />misuse, accident, abuse, naglect, normal wear and teer, negligence (other than Seller's), uneuthorized modification or altemUon,
<br />use beyond rated capeclty, unsuitable power sources or environmental conditions, Improper installation, repair, handling,
<br />maintenance or application or any other cause not the fault of Seller, To tha extent that Buyer or Its agents has supplied
<br />speclflcatlons, Information, representation of oparating conditions or other data to Seller in the selactlon or design of the Goods and
<br />the preparation of Seller'a quotaUon, end in the event that actual operating conditions or other conditions differ from those
<br />represented by Ihe Buyar, eny warranties Or other provisions contained herein which are affected by such conditione shall be null
<br />and void.
<br />7. LIMITATION OF REMEDY AND LIABILITY - The sole and exclusive remedy for breach of any warranty hereunder shall be limited
<br />to repair, correction or replacement, or refund of the purcha"" price. Sellar shall not be liable for damages caused by delay in
<br />performance and the remedies of buyer set forth in this egraement are eXcluaive, In no event, regardless of the form of the claim
<br />or cauSa of action (whether based in contract, Infrlngemant, negligence, strict liability, other tort or otherwi",,), shall Seller's Ileblllty
<br />to buyer andlor its customers exceed the plice paid by the Buyer for the speclftc gOOdS provided by Seller giving rise to the claim or
<br />causa of acUOIl, Buyer egraes that In no event ehall S.lIer's liebility to BUyar andlor its customers extand to include incldenlal,
<br />consequential or puniUve demag88, Ths term 'consequenllel damages' shall Include, but nolllmlted to, loss of anticipated profils,
<br />busineM interruption, loss of use, revenue, reputetlon end data, costs incurred, Including wllhoutllmltation, for capital, fuel, power
<br />and loss or damage to property equipment,
<br />8, EXCUSE OF PERFORMANCE - Seller shall not be liable for delays In performance or for non-performance due 10 ects 01 GOD;
<br />acts of Buyer; war, fire; nood; weather; sabotage; stlikes or labor dispute.; civil disturbances or Iiols; governmental requests,
<br />restriclions, allocations, lewa, regulations, orders or acUons; unevelleblllty of or delays in lransportatlon; default of supplisr.; or
<br />unforeseen circumatances or any events or ceuses beyond Seller's reasonable control.
<br />9, MEDICAL - Goods and Servtces sold hereunder are not for uses in connection with any life-support patient-connected or surgical
<br />implentoqulpmanl and related applications,
<br />'0, INSPECTIONfTESTING - Buyer, at its option and expanse, may Inspect and observe the testing by Seller of tha Goods for
<br />compliance v.1th Seller's tesling procadures,
<br />11, RETURNED GOODS - Except es mey be otherwise provided v.1th respect to warranty returns, advance written pennission 10
<br />return non-con fanning Goods must be obtained from Seller in accordance with Seller's then current Return Matenal Autholizatlon
<br />(RMA) procedures and a return autholizatlon number Is Issued. Such GOOdS must be new, unused, of current manulacture snd
<br />free of all liens, encumbrances, or other claims. . .
<br />12. LIMITATION OF LIABILITY - Buyer's remedies under this contmct are subJec1 to any IImltetlons contslned 'bn'l!"anuhfal,ctbure,r'sttednnts
<br />and conditions to Seller, a copy of which will be furnished upon wrltlen request, Furthermore, Seller's Ila Ilty S a e 1m. ~ 0
<br />either repAIr or roplQcomont of IM9 Goods or rofund at the purchase price, all at Sellers opt/or'l. and in n c.ge:(t ~ha" ~G"Ar b& IIIl1lbfo
<br />lor .poelel or eon..quantlel damagee. In eddltion, claims for shortagas, other than loss in lranslt, must be made in writing not
<br />moralhen flv. (5) deys eflar receipt of shipment.
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<br />SIB
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