Bionic Technologies Corporation
Version No. 2.1 July 1, 2018
THE TERMS AND CONDITIONS SET FORTH BELOW CONSTITUTE THE ENTIRE AGREEMENT BETWEEN BIONIC TECHNOLOGY CORPORATION AND DONER/CUSTOMER UNLESS OTHERWISE AGREED TO IN WRITING BY BIONIC TECHNOLOGIES CORPORATION. In the event that Doner / Customer issues any form of order to Bionic Technologies Corporation authorizing the purchase of product(s) , it is agreed that such order is issued exclusively for the purpose of confirming customer’s purchase of the specified item(s) and the price(s) there of and that no other terms and conditions specified or pre-printed on such order shall add to or modify the terms and conditions of this Agreement and/or any related documentation provided with the items purchased, nor shall such order terms and conditions affect either Party’s responsibility to the other Party as defined herein. A customer purchase order shall constitute acceptance of Bionic Technologies Corporation’s offer as specified on a valid quote. Bionic Technologies Corporation reserves the right to reject any purchase order.
As used herein, “Quote” means that document issued by Bionic Technologies Corporation to Customer for the sale of hardware manufactured by Bionic Technologies Corporation or third party hardware and/or third party software and any associated installation, configuration or other services as described therein.
As used herein, "Customer" means the purchaser of goods and/or services from Bionic Technologies Corporation identified in the Quote referencing this Standard Terms and Conditions of Sale document (the “Agreement”).
As used herein, "Bionic Technologies Corporation" means Bionic Technologies Corporation., a Florida not for profit Corporation, unless otherwise specified in the Quote referencing this Agreement.
As used herein, “Product” means any hardware, software, installation or third party-provided maintenance service purchased and delivered to the Customer hereunder.
As used herein, “Manufacture” means the company that manufactures the product, most of Bionic Tech products are design and manufactured by Bionic Tech.
DISCOUNTS AND QUOTATIONS.
All prices are subject to change without notice prior to receipt of Customer's purchase order (hereinafter referred to as “Customer’s Order”) and Bionic Tech’s acceptance of it. All invoice prices are those in effect on date of shipment, unless otherwise agreed to by Bionic Tech in writing. All pricing information in published or printed material is provided for general information and estimation purposes only. Published prices are neither quotations nor offers to sell. Prices do not include applicable federal, state or local taxes and, unless expressly identified and itemized, do not include freight, handling or insurance. All taxes applicable to Products ordered shall be paid by Customer, or in lieu thereof, Customer shall provide Bionic Tech with a tax exemption certificate acceptable to the taxing authorities. In the event a quoted and/or ordered price includes a trade-in allowance based upon Customer’s trade-in of goods, such trade-in goods must be received by the applicable manufacturer on or before the date specified in the Quote or, if applicable, the manufacturer’s trade in agreement which must be signed by the Customer. Customer will comply with the manufacture’s trade in program requirements as identified by Bionic Tech or the manufacturer. In the event Customer fails to return such trade-in goods by the sooner of the date specified in a Quote, in the manufacturer supplied trade in agreement or forty-five (45) days from delivery of the replacement goods, the trade-in allowance shall be forfeited and Bionic Tech shall invoice Customer for the amount of the trade-in allowance.
3) PAYMENT TERMS.
Subject to Customer maintaining a credit status acceptable to Bionic Tech, payment of all invoices is due ten (10) days from date of invoice. Product invoices are issued upon shipment from the manufacture or at the start of service. Bionic Tech has the right to charge a late payment charge of 2% of the outstanding balance per month for each month, or partial month, any invoice remains unpaid beyond its due date. Customer will pay collection and legal fees incurred by Bionic Tech to effect settlement of any past due invoice. Items ordered, including but not limited to hardware, software and manufacturing service, sent to Bionic Tech’s integration lab for staging, warehousing and/or pre-configuration purposes will be invoiced to the Customer upon shipment from the manufacturer. If Customer secures a leasing arrangement with a third party leasing company (“Customer Lessor”) and Bionic Tech deems evidence of such leasing arrangement to be sufficient, Bionic Tech will work with Customer and the Customer Lessor to facilitate payment from Customer Lessor. Notwithstanding the foregoing, Customer shall remain primarily responsible for and liable for complete and timely payment of all invoices issued hereunder.
4) SHIPPING, DELIVERY,
Customer shall be responsible for all freight, handling and insurance charges. Bionic Tech shall select the carrier unless otherwise instructed by Customer. In no event shall Bionic Tech have any liability in connection with shipment, nor shall the carrier be considered an agent of Bionic Tech. Bionic Tech shall not be liable for damage or penalty for delay in delivery or for failure to give notice of any delay. All freight charges for drop shipments via surface or airfreight will be prepaid by the manufacturer or Bionic Tech, unless paid in advance by Customer or otherwise agreed by Bionic Tech. Any prepaid freight charges for such shipments shall be added to the charges listed on the applicable invoice and Customer agrees to reimburse Bionic Tech for such freight charges. Unless expressly specified otherwise in the applicable Quote, Customer shall accept and pay for partial shipments of goods. Unless otherwise specified by Bionic Tech, title and risk of loss to hardware shall pass to Customer upon delivery to the common carrier (F.O.B. origin). Bionic Tech retains a purchase money security interest in all hardware and such security interest is released when payment in full for such hardware is received by Bionic Tech. Customer agrees to pay a warehousing fee equal to one percent (5%) per month (or portion of a month) of the list price for any Product(s) purchased hereunder and held in a warehouse either at Customer’s request or due to due to Customer’s failure to accept delivery. Warehousing fees will be calculated from date Products are delivered to the warehouse.
5) EXPEDITED DELIVERY.
Customer may request expedited delivery of Products. If Bionic Tech accepts such request Bionic Tech will assess an expedited delivery fee equal to ten percent (20%) of the unit list price for the Product(s) for which Expedited Delivery is requested, unless otherwise specified on the applicable Quote. As used herein, “Expedited Delivery” shall mean shipment to a Customer-designated location within a time frame that is sooner than the earliest date of availability from the manufacturer. Bionic Tech is under no obligation to agree to expedite delivery.
6) CANCELLATION OF
Customer may not cancel or modify a Customer Order without the written consent of Bionic Tech. If Bionic Tech consents to Customer’s cancellation or modification of a Customer Order, Customer agrees to be responsible for and pay Bionic Tech all costs, expenses and fees incurred by Bionic Tech from the manufacturer, the supplier or its shippers as a direct result of cancellation or modification of such order. If the manufacturer withholds its consent to the cancellation or modification of a Customer Order, Bionic Tech will deliver the ordered items to Customer, and payment in full will be due from Customer for such items.
7) RETURN POLICY.
Customer’s right to return hardware and software is subject to the return policies and fees imposed by the applicable manufacturer. No credit for items delivered to Customer will be issued by Bionic Tech without prior written approval from Bionic Tech. Such approval, when provided, must be in the form of a written Return Material Authorization (RMA), which must accompany the returned items. An RMA must be requested by Customer from Bionic Tech within twenty (20) days from the original ship date, unless a shorter period is required by the applicable manufacturer. Items returned pursuant to the foregoing procedure may be subject to a manufacturer restock fee which Bionic Tech shall pass through to Customer and Customer shall assume and satisfy in full. Returned items must be in the original shipping cartons, undamaged, unused and unaltered. Equipment received without an RMA and or in a condition other than described entitles Bionic Tech the right to reject return of the items and/or may be subject to additional charges which Customer agrees to pay. Opened software is not returnable. All shipments of returned items must be shipped prepaid by Customer to the warehouse location specified in the RMA. Upon receipt of the returned items, Bionic Tech will inspect such items for compliance with the foregoing conditions for proper return. A credit for properly returned items will be entered against the original invoice for the ordered items. All RMA’s issued are valid for fifteen (15) days from the date the RMA is issued after which time the RMA will be cancelled.
All Products provided under these terms are subject to the warranties provided by the manufacturer as legally and contractually permissible for Bionic Tech to pass onto, resell or assign to Customer. Bionic Tech warrants that its services hereunder will be performed by qualified individuals in a professional and workmanlike manner conforming to generally accepted industry standards and practices, and in strict accordance with all applicable laws, regulations, codes and standards of government agencies or authorities having jurisdiction. Bionic Tech services hereunder are supported against defects in workmanship for thirty (30) days after installation. BIONIC TECH MAKES NO WARRANTY AS TO THE RESULTS OF ANY SERVICES PROVIDED. EXCEPT AS SET FORTH IN THIS PARAGRAPH, BIONIC TECH DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT.
9) LIMITATION OF
NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF BIONIC TECH UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO MONEY PAID TO BIONIC TECH UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY AND IN THE CASE OF DAMAGES RELATING TO ANY ALLEGEDLY DEFECTIVE OR INFRINGING PRODUCT, SHALL, UNDER ANY LEGAL OR EQUITABLE THEORY, BE FURTHER LIMITED TO THE PURCHASE PRICE PAID BY CUSTOMER FOR SUCH PRODUCT. IN NO EVENT SHALL BIONIC TECH BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, OR ANY OTHER INDIRECT DAMAGES EVEN IF BIONIC TECH HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.
All service prices are based on work being performed during normal business hours (Monday through Friday) and at Customer locations, or as otherwise agreed to by Bionic Tech in writing. Security arrangements and access for Bionic Tech at the Customer’s location will be the responsibility of the Customer. Customer will accompany any Bionic Tech employee or agent while on-site at a Customer location. Any third party maintenance or support services provided under these terms shall be subject to the applicable third party terms and conditions for such services, as identified by such third party. Installation service prices are based on Bionic Tech being provided with a complete list of the installation sites at least two (2) weeks prior to the commencement of the project and complete flexibility to build and control the schedule of site implementations. Cancellations of scheduled site visits by Customer will be provided to Bionic Tech in writing no less than five (5) business days prior to such scheduled site visit. If the scope of work or the number of devices/office locations to be implemented changes at the Customer’s request from that specified in the Bionic Tech accepted Customer Order, then prior to accepting any such changes Bionic Tech reserves the right to review and change those terms of any related accepted Customer Order, including, without limitation, pricing and any delivery requirements that are affected or impacted by such request.
Any software provided under these terms is subject to the license terms that are provided with it. All software license terms are established directly between the Customer and the owner or manufacturer of the software. Unless Bionic Tech is identified as the owner or licensor of the software, Bionic Tech is not a party to any software license terms and Bionic Tech makes no warranties or representations related to the ownership, use or operation of the software.
12) GOVERNING LAW.
Each transaction between Customer and Bionic Tech made under this Agreement will be governed by the applicable state laws for the Bionic Tech location specified in the applicable Quote, excluding any conflict of laws rules that may apply in such state. Any dispute regarding this Agreement shall be subject to the exclusive jurisdiction of the applicable court in the aforementioned Bionic Tech location and each party submits to the jurisdiction thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or any Customer order issued under this Agreement. Customer waives any defense to the validity or enforceability of this Agreement arising from any electronic submission of it to Customer. Customer acknowledges and agrees that it has the ability to access each URL referenced in any Quote.