ORDER FORM TERMS & CONDITIONS
PRICES SUBJECT TO CHANGE – PRICES BASED UPON TOTAL PURCHASE – ALL DELIVERY, TRAINING, OR CONSULTING SERVICES TO BE BILLED AT PUBLISHED RATES FOR EACH ACTIVITY INVOLVED – GENERALLY ALL HARDWARE COMPONENTS PROPOSED ABOVE ARE COVERED BY A LIMITED ONE-YEAR WARRANTY, COVERING PARTS AND LABOR FOR HARDWARE ONLY AND ON A DEPOT BASIS – MW POS, INC. SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR WITH REGARD TO ANY LICENSED PRODUCTS. MW POS, INC. SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, BUSINESS, GOODWILL, DATA, OR INTERRUPTION OF BUSINESS.
Sales Tax
Sales tax (if applicable) will be added to shipments that are ordered from or delivered to AL, AZ, CA, CO, CT, FL, GA, HI, IL, IN, IA, KS, KY, LA, MD, MA, MI, MN, MO, NE, NV, NJ, NM, NY, NC, OH, PA, SC, TN, TX, UT, VA, WA, WV, WI, WY unless the “Ship to” Customer has a has a valid Sales Tax Exemption Certificate for the said state on file with MW POS. We must have a hard copy of the certificate on file, not just your exemption certificate number. Please submit copies of certificates with this application. Other states could be added at any time in order for MW POS, Inc. to comply with the law of each state.
Freight & Shipping
Prices are quoted net in U.S. Dollars and are valid for 60 days.
Freight: Shipping charges are added at the time of invoicing. MW POS (or if shipped directly from the manufacturer, the manufacturer) generally ships via UPS for small parcel packages and Old Dominion for LTL freight. Shipments can be arranged on our account or billed to yours. If you prefer to use a different carrier, MW POS will notify you when your order is ready for pickup and provide weights and dimensions. You will need to arrange the freight pickup and provide the Bill of Lading (BOL).
Freight Quotes/Shipping Cost Estimates: Due to the possibility of differences between quoted and actual shipment details (weight, cube, classification, zip codes, lift gate requirements, delivery appointments, etc.), the freight charges provided are estimates and not binding.
Shipping: Subject to availability at the time of order.
Payment Terms
Due on receipt. Equipment will not be ordered until funds are received. Payment may be made via ACH (preferred) or check to address listed above. ACH details provided upon request.
Conditions
All sales are in accordance with MW POS’s standard conditions of sale. All sales of hardware manufactured by FAAC International, Inc., including FAAC, Magnetic, or Viking Brand hardware (the “FAAC Hardware”), are subject to the terms in Appendix A. The warranties applicable to FAAC Hardware are those specified in Appendix B. In the event of any conflict between the terms of this Order Form and Appendix A or Appendix B, the terms of this Order Form shall control.
Appendix A: RollerUp Special Terms and Conditions for FAAC Hardware
1. Scope: The Terms and Conditions of Supply and Payment (“Conditions”) below shall apply exclusively to all - also future - supplies and services manufactured by FAAC International, Inc. (including FAAC, Viking, and Magnetic hardware, “FAAC Hardware”) and purchased from us (subsequently referred to only as Supplies). Customers’ general terms and conditions shall only apply if we agree to them in a signed writing.
2. Offers:
2.1 All offers are non-binding until accepted by both parties in a signed writing.
3. Prices:
3.1 Unless otherwise expressly agreed in writing, the prices stated in our offers shall apply for a term of 30 days.
3.2 Our prices are F.O.B. point of shipment. All costs with regard to transport and customs clearing shall be charged separately.
3.3 Should the delivery period exceed 2 months, and to the extent that, after conclusion of the contract, significant changes in material, energy, raw material or personal costs have arisen that were beyond our control, we may increase or decrease the agreed-upon prices appropriately. Should a price increase exceed 5%, the customer is entitled to terminate the contract by written notice within two weeks after information about the price increase.
4. Terms of Payment: Terms of payment are specified in the Order Form.
5. Passage of risk and partial deliveries:
5.1 Unless otherwise agreed upon, the risk of loss shall pass to the customer when the products leaves FAAC’s facility in Rockledge, Florida, even if we have performed other services e.g. shipping or delivery and assembly by our own people.
5.2 We may make reasonable partial deliveries.
6. Term of delivery:
6.1 The term of delivery shall commence upon receipt of the order confirmation, however not prior to the clarification of all details of order execution and technical questions as well as the receipt of an agreed down payment or collateral when applicable. The term of delivery shall be deemed satisfied if by deadline expiration the goods are ready for shipment.
6.2 Our obligation to deliver shall be subject to our being supplied correctly and timely (particularly with regard to basic material) by our sub-suppliers, unless the incorrect or delayed delivery by our sub-suppliers is due to our fault.
6.3 Change requests of customers shall extend the term of delivery until we shall have verified feasibility and by the time period required to implement the change request in production. If the current production is interrupted by a change request, we shall be able to bring forward and conclude other orders. We shall not be obligated to reserve any production capacities during the delay.
6.4 Reasonable production revisions due to latest development shall be expressly reserved.
6.5 In case of delayed delivery, our liability in case of ordinary negligence shall be limited to 0.5% of the net value of the goods affected by the delay per completed week of delay. Our maximum liability in such cases is 5% of the net value of the goods affected by the delay. Claims for damages instead of performance according to section 8.1 shall not be affected hereby. The customer shall inform us about its liability concerning contractual penalties to its customers no later than at the time our contract is concluded.
6.6 Events that are unforeseeable, unavoidable, or beyond our control (e.g. force majeure, strikes and lock-outs, interruption of operations, difficulties in obtaining material or energy, transportation difficulties, shortage of staff, energy or raw material, actions by administrative or governmental bodies as well as difficulties in obtaining authorizations, in particular import and export licenses) shall extend the delivery period for the length of the disturbance and its effects. This extension of the delivery period also applies when the difficulties occurred to our sub-suppliers or during any existing delay in performance or delivery. Should the difficulty not only be temporary, both parties have the right to withdraw from the contract. In the above named cases, claims for damages are excluded.
7. Liability for defects:
7.1 RollerUp and FAAC shall be notified in writing immediately of any defects, in no event later than 7 calendar days after receipt of goods, in case of hidden defects, not later than 2 calendar days after their discovery. If these periods are exceeded, any claims and rights in consideration of these defects shall lapse.
7.2 Violation of third party trademark rights is a defect only when these rights are valid in the United States of America.
7.3 In case of justified complaints, we shall, at our discretion, supply replacement or rework the goods. In the case of replacement, the customer shall be obliged to return the defective goods. Should the replacement or the rework be unsuccessful, denied or delayed in an unjustified manner, the customer shall be entitled, after a reasonable cure period, to demand reduction of the price or, in case of significant defects, withdraw from the contract and demand indemnification for damages instead of performance in accordance with Section 8.1 of these Conditions. The costs of non-performance arising through the purchased item being delivered to another place than the business establishment of the customer shall not be covered.
7.4 If the defect has been caused by an essential third-party product, we shall be entitled to limit our liability initially to the assignment of the claims and rights due to liability for defects, which we are entitled to assert against the supplier of the third-party product, unless the satisfaction of the assigned claim or right fails or cannot be enforced for other reasons. In this case, the customer shall be entitled to the aforesaid warranty rights according to Section 7.3.
7.5 No warranty shall be granted in the following cases: Inappropriate or improper use, faulty or negligent treatment, improper maintenance, inadequate construction work, unsuitable building ground, changes or repair work performed by the customer or third parties, to the extent that we are not responsible for them.
7.6 The period of limitations is 12 months after assumption of risk, unless we are liable for bodily injury, have violated our responsibilities intentionally or due to gross negligence, maliciously concealed the defect, or assumed an exceeding guarantee, or unless there is a longer statutory mandatory period of limitations.
8. General liability:
8.1 Claims for damages, regardless of their nature, against us shall be excluded, if we, our legal representatives or persons employed in performing any obligations have caused these damages through ordinary negligence. This exclusion of liability shall not apply to physical injury, or in case of assumption of a contractual guaranty, nor in case of violation of any material contractual obligations which jeopardizes the fulfillment of the purpose of the contract. Our liability, however, shall be limited to the extent of ‘guaranty, or in case of negligent violation of material contractual obligations, to the foreseeable damages typical of the contract.
8.2 Claims for damages must be presented within 12 months after the customer has attained knowledge of the damage and its obligation to pay damages, or should have attained such knowledge without gross negligence.
9. Technical documents and Software:
9.1 All figures, drawings, plans or other technical documents enclosed with our offers, deliveries or contracts shall remain our property and may not be used otherwise nor made available to third parties nor be duplicated. They are to be returned upon our request at any time.
9.2 These Terms and Conditions shall also apply for Software delivered as part of or related to supplies, unless otherwise agreed. To the extent that Software to which
we possess only a derived right of use (external software or open source software) is licensed to the customer, the rights of use agreed upon between us and our licensors are additionally valid and have priority over the rights of use in these conditions. The customer will be informed about those rights of use applying to the external or open source software and having priority over the rights of use in these Conditions, or such divergent rights of use will be published on-line.
9.3 Customer shall have no right to ask for Software documentation, unless expressly otherwise agreed. We are under no obligation to provide software maintenance and service unless expressly agreed in writing. Section 7 (Liability for defects) shall remain unaffected.
10. Place of performance, place of jurisdiction, applicable law
10.1 The place of performance for deliveries and payments shall be FAAC’s place of business in Rockledge, Florida.
10.2 For all legal disputes arising from the contractual relationship as well as concerning its coming into force and its effect, the court competent for our place of business shall have exclusive jurisdiction. However, we shall be entitled to assert our claims also at the domicile of the buyer.
10.3 This Appendix A shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida.
Appendix B: FAAC International, Inc. Limited Warranty
FAAC International, Inc. ("Seller") warrants the first Purchaser of the product ID be free from defects in material and workmanship for a specific period as defined below ("Warranty Period"). The Warranty Period commences from the date of invoice.
Hardware Terms
| Brand(s) | Product Type(s) | Warantee Period |
|---|---|---|
| FAAC & Viking | Gate Operators | 3 years |
| FAAC | Control Boards, Vehicle Barriers, Bollards, Door Operators, Intercoms | 2 years |
| Viking | Pad Mount Gate Operators | 5 years |
| Magnetic | Vehicle Barriers & Pedestrian Gates | 2 years or 2 million cycles (whichever occurs first) |
| All | All other products | 1 year |
Control Boards, Accessories or Spare Parts factory installed or sold with any of the products above carry the same warranty period as the product they are sold with, excluding batteries that carry a maximum 2 year warranty.
Products repaired under warranty carry the remainder of the original warranty period. For products repaired outside of warranty, the Seller warrants that all parts used for the repair will be free from defects in materials and workmanship for a period of ninety (90) days.
Defective products must be returned to the Seller, freight prepaid by Purchaser, within the warranty period. A Return Material Authorization Number IRMA} must be obtained before product is returned. Items returned will be repaired or replaced, at Seller's option, upon an examination which discloses to the satisfaction after Seller that the item is defective. The Seller will return the warranted item freight prepaid.
This limited Warranty covers the product under the normal use and service for which it was intended, provided it has been properly installed and operated. Seller's obligations under this warranty shall be limited to the repair or exchange of any part. This warranty shall not apply to products or parts thereof which have been repaired or altered, without Seller's written consent, outside of Sellers's workshop or altered in any way so as, in the judgment of Seller, to affect adversely the stability or reliability of the product(s) or has been subject of misuse, negligence, or accident, or has not been operated in accordance with the product's instructions or has been operated under conditions more severe than, or otherwise exceeding, those set forth in the specifications for such product(s).
When the warranty service involves the exchange of an operator or part, the item the Seller replaces becomes it3 property and the replacement becomes Purchaser's property. The Purchaser represents that all removed items are genuine and unaltered. The replacement may not be new but will be in good working order and at least functionally equivalent to the item replaced. The replacement assumes the warranty service status of the replaced item.
The products are not warranted to meet the specific requirements, if any, of safety codes of any particular state, municipality, or other jurisdiction, and the Seller doesn't assume any risk or liability whatsoever resulting from the use thereof, whether used singly or in combination with other machines or apparatus.
The Seller does not assume nor authorizes any person to assume for them any other liability in connection with the sale or use of the products of beyond that extended herein.
The warranty hereinabove set forth shall not be deemed to cover maintenance parts, including, but not limited to hydraulic oil, motor brushes, or the like. No agreement to replace or repair shall constitute an admission by the Seller of any legal responsibility to effect such replacement to make such repair, or otherwise.
All products sold by the Seller are subject ID design and/or appearance modifications, which are production standards at the time of shipment. The Seller may, but
shall not be required to, modify or update product shipped prior to a current production standard.
THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIESEXPRESSED OR IMPLIED INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR USE. THIS WARRANTY SHALL NOT APPLY TO PRODUCTS OR ANY PART THEREOF WHICH HAVE BEEN SUBJECT TO ACCIDENT, NEGLIGENCE, ALTERATION, ABUSE, OR MISUSE OR IF DAMAGE WAS DUE TO IMPROPER INSTALLATION OR USEOF IMPROPER POWER SOURCE, OR IF DAMAGE WAS CAUSED BY FIRE, FLOOD, LIGHTNING, ELECTRICAL POWER SURGE, EXPLOSION, WIND STORM, HAIL, AIRCRAFT OR VEHICLES, VANDALISM, RIOT OR CIVIL COMMOTION, OR ACTS OF GOD.
The Seller shall not be liable for any loss or damage whoever resulting, directly or indirectly, from the use or loss of use of the product(s). Without limiting the foregoing, this exclusion from liability embraces a Purchaser's expenses for downtime or for making up downtime, lost profit. damages for which the Purchaser may be liable to other persons, damage to property, and injury to or death of any persons.
This limited warranty extends only to wholesale customers who buy directly through the Seller's normal distribution channels. The Seller does not warrant its products to end consumers. Consumers must inquire from their selling dealer as to the nature and extent of that dealer1s warranty, if any.
THE LIMITED WARRANTY OFFERED HEREIN ISTHESOLE AND EXCLUSIVE REMEDY AVAILABLE TO THE PURCHASER. CORRECTION OF DEFECTS IN THE MANNER AND FOR THE PERIOD OF TIME DESCRIBED HEREIN, SHALL CONSTITUTE THE COMPLETE FULFILLMENT OF ALL LIABILITIESOF SELLER TO THE PURCHASER WITH RESPECT TO THE COVERED PRODUCT, AND SHALL CONSTITUTE FULL SATISFACTION OF ALL CLAIMS, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER· WISE. IN NO EVENT SHALL SELLERBE LIABLE FOR ANY LOSS OF PROFITSOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF SELLER'S BREACH OF THIS LIMITED WARRANTY, OR ARISING OUT OF THE CUSTOMER'S INABILITY TO USE THE COVERED PRODUCT, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to a particular Purchaser. This limited Warranty gives the Purchaser specific legal right. The Purchaser may also have other rights, which vary from state to state.
Appendix C: Rekor Terms
Use of Rekor software, hardware and services is subject to the following online terms:
Rekor Privacy Policy: https://www.rekor.ai/privacy#terms
Rekor License Agreement: https://www.rekor.ai/privacy#license
Rekor Terms of Service: https://www.rekor.ai/privacy#terms
Rekor Warranty:
Rekor represents and warrants to Customer the following:
The Products will be free from defects in material and workmanship.
The Products will conform and perform substantially in accordance with the Documentation.
The warranty period for Hardware is one (1) year from the date of delivery to Customer or the Customer (whichever is applicable and occurs first) and for Software is for the duration of the applicable subscription license agreement (the “Warranty Period”)
If, during the Warranty Period, a Product does not conform to the above warranty and Customer provides Rekor with written notice of such nonconformance, Rekor will repair or replace nonconforming components or otherwise correct the nonconformity in accordance with its stated warranty service terms. If, for any reason, Rekor does not conform a Product to its warranty within a reasonable time after notice, then Customer may accept it “AS-IS” without further recourse or Customer may, after written notice, return it and Rekor will refund the amount that Rekor was paid for that Product. Technical support and maintenance will be provided during the first year, the Hardware warranty, maintenance and technical support can be extended on an annual basis, at an annual cost of 20% of the Customer’s total purchase price.
The above warranty shall not apply: (i) if the Products are used with hardware or software not specified in the Documentation; (ii) if any modifications are made to the Products by the Customer, Customer, or any third party; (iii) to defects in the Products due to accident, abuse or improper use by the Customer or Customer; or (iv) to Products provided on a no charge or evaluation basis. In no event will Rekor be liable for any loss or damages of Customer or any third party resulting from any modifications to the Products or any components therefore other than by Rekor.
SUBJECT TO THE TERMS SPECIFIED IN THIS SECTION, THIS IS A LIMITED WARRANTY, AND SETS FORTH THE ONLY WARRANTIES MADE BY REKOR. NEITHER REKOR NOR ITS SUPPLIERS OR RESELLERS MAKE ANY OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. A CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE WARRANTY PERIOD OR ANY APPLICABLE EXTENDED WARRANTY PERIOD.
Delivery and Acceptance of Products
Rekor shall deliver Products to Customer on the Delivery Date and to the location specified in the Purchase Order using a delivery method agreed by the parties in writing. All shipments are F.O.B. shipping point, with prepaid shipping costs invoiced to Customer.
Customer shall have ten (10) business days after receiving Products to inspect and test the Products for defects and to ensure the Products meet the specifications of the applicable Purchase Order (the “Inspection Period”). If in Customer’s opinion the Products satisfy the specifications of the applicable Purchase Order, Customer shall notify Rekor in writing of its acceptance of the Products, otherwise Customer shall notify Rekor in writing of each failure in detail, after which Rekor shall promptly deliver to Customer any Products necessary to remedy each failure, at no expense to Customer. If Customer fails to so notify Rekor of its acceptance or rejection within the Inspection Period, or if Customer sells, attempts to sell, or uses the Products beyond what is reasonably necessary for inspection and testing, Customer shall be deemed to have accepted the Products.
Title and Risk of Loss
Unless otherwise stated in a purchase order, title to Hardware, as well as risk of loss and damage to Products, passes to Customer and delivery occurs when Rekor has tendered the Products to the applicable shipping agent (either as selected by Customer or Rekor).
Limitations of Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING PUNITIVE DAMAGES OR LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EACH PARTY’S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY RESELLER TO REKOR UNDER THIS AGREEMENTZZ