Terms and Conditions

TERMS AND CONDITIONS R1 SOURCE, INC. – dba – WORLD EQUIPMENT SOURCE R-1 SOURCE SURPLUS STORE (“WESR1”) SELLS ITS GOODS AND SERVICES IN ACCORDANCE WITH THE TERMS AND CONDITIONS REFLECTED HEREUNDER FOR WHICH ARE INCORPORATED INTO ANY QUOTATION, PROPOSAL, SALE OR PURCHASE 1. TAXES Prices are exclusive of all sales, use and like taxes. Any such tax as WESR1 may be required to collect or pay upon the sale or delivery of Goods and Services shall be paid by Buyer to WESR1 upon receipt of invoice. 2. DELIVERY Delivery shall/is be F.O.B. shipping point. Accordingly, title and risk of loss shall pass to Buyer upon delivery of the Goods and Services by WESR1 to the carrier. Unless otherwise directed, WESR1 will ship collect by the most appropriate method, but by doing so shall not thereby assume any liability in connection with the shipment. If requested by Buyer, transportation and in-transit insurance charges will be prepaid and will be added to the invoice as a separate line item. 3. INSTALLATION, ACCEPTANCE, PAYMENT If the purchase order includes installation, WESR1 will install the Goods in a single designated location, provided Buyer (i) promptly notifies WESR1 of the receipt of the Goods, (ii) has prepared a suitable installation site in accordance with WESR1's instructions, and (iii) unpacks and places the Goods at the installation site. Acceptance shall be according to WESR1’ standard installation rates and procedure and shall be deemed to have occurred no later than twenty-one (21) days after shipment unless Buyer notifies WESR1 to the contrary. Full payment of all invoices will become due and payable to WESR1 net thirty (30) days from date of invoice, which will coincide with date of shipment to carrier/mail service. No payments may be withheld by the Buyer for any reason nor may any counterclaim of the Buyer be set off against any payment due. Interest at 1.75% per month or the maximum allowed by law, if otherwise, will be charged on accounts past due over 30 days. Until such time as final payment has been made, all Goods and Services shall remain personal property and will not be affixed to realty. Buyer will not suffer or permit attachment of any lien or encumbrance of any kind against such Goods and Services until final payment has been made. WESR1 reserves the right at any time when, in its opinion, Buyer's financial condition or other conditions warrant it, to revoke, alter or suspend any credit already extended, demand full payment on any outstanding obligations, or require full or partial payments in advance of any shipment or other performance, or to otherwise defer or decline to make shipments under this Agreement and/or terminate this Agreement without WESR1 incurring any liability whatsoever to Buyer. 4. WARRANTYUnless explicitly specified in writing (e.g. on the purchaser’s receipt), all Goods and Services are provided without warranty (as-is, where-is). If the purchaser’s invoice or receipt includes a warranty, then WESR1 warrants that Goods and Services are free from defects in material and workmanship and, when properly used, will perform in accordance with the applicable manufacturer’s published specifications. If Goods and Services are found not to meet this standard it will be repaired or, at the option of WESR1, replaced. Any claim from Buyer under this warranty must be instituted and receipt acknowledged by WESR1 within 30 days from shipment date to have any validity under this clause. There is no active warranty when a customer is not in financial good standing with WESR1. ALTERATION OF THE PRODUCTS OR SERVICES PROVIDED BY WESR1CHANGES IN THE GOODS AND SERVICES NOT APPR, NOT APPROVED BY WESR1 OVED BY WES OR SOLD ON AN “AS IS” BASIS SHALL VOIDS ANY EXPRESS OR IMPLIEDTHIS WARRANTY. 5. SPECIFICATIONS WESR1 reserves the right to make changes in the specifications of Goods and Services, in the event of an unforeseen occurrence, provided the changes do not diminish the performance of the Goods and Services, as specified in the applicable WESR1 Quotation. 6. FORCE MAJEURE WESR1 shall not be liable for any damages or delay in performance due to causes beyond WESR1's reasonable control. 7. LIMITATIONS OF LIABILITY A. WESR1's LIABILITY ARISING OUT OF THE SALE OR SUPPLYING OF, OR ANY FAILURE OR DELAY IN DELIVERING, THE PRODUCTS OR THEIR USE OR DISPOSITION, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT FOR ANY REASONS EXCEED THE AGGREGATE PURCHASE PRICE PAID BY BUYER FOR THE PRODUCTS. B. IN NO EVENT WILL WESR1 BE LIABLE FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, MULTIPLE OR OTHER INDIRECT PENALTIES OR DAMAGES, OR FOR LOST PROFITS, OR PENALTIES AND/OR DAMAGES, ARISING OUT OF THE OPERATION OF, OR FOR DELAY IN DELIVERY OR FAILURE TO GIVE NOTICE OF DELAY OF, THE PRODUCTS, EVEN IF WESR1 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. C. In the event of any dispute between the parties to this agreement, the parties explicitly agree that the forum for the dispute shall be the Superior Court of the State of California, County of San Diego, but only after a mediation between the parties and their legal counsel has occurred before a retired judge of the Superior Court, with commercial law experience, to occur in the County of San Diego, State of California, prior to any lawsuit hereunder. 8.EXPORT Buyer warrants that it will not export either directly or indirectly, any Goods and Services in violation of applicable export regulations. 9. WAIVER The failure of either party to exercise any right or remedy provided for herein shall not be deemed a waiver of that right or any other rights or remedies available hereunder. 10. ADDITIONAL TERMS A. Governing Law, Assignment, Severability, and Modification: Buyer's purchase order is subject to these terms and conditions. These Terms & Conditions shall be interpreted with the commonly understood meaning of the words and phrases hereof in the United States of America, and it and the performance of the parties hereto shall be construed and governed according to, the laws of the State of California applicable to contracts made and to be fully performed therein. If any provision of this contract is determined to be invalid or unenforceable, the remaining provisions of this contract shall not be affected thereby and shall be binding upon the parties hereto, and shall be enforceable, as though said invalid or unenforceable provision were not contained herein. No provision of this contract may be changed, except by an amendment signed by the parties hereto. In the event of any dispute between the parties to this agreement, the parties explicitly agree that the forum for the dispute shall be the Superior Court of the State of California, County of San Diego, but only after a mediation between the parties and their legal counsel has occurred before a retired judge of the Superior Court, with commercial law experience, to occur in the County of San Diego, State of California, prior to any lawsuit hereunder. B. Judicial Proceedings & Equitable Remedies: Notwithstanding anything contained in this Section 10 to the contrary, each party shall have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party’s rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief. C. Relationship of the Parties: Buyer shall be considered to be an independent contractor. These parties relationship shall not be construed to be that of employer are not and employee, or to constitute an express or implied a partnership, joint venture or have an agency relationship of any kind. I/We understand and accept the terms and conditions set forth above.Neither party shall have any right to enter into any contracts or commitments in the name of, or on behalf of, the other, or to bind the other in any respect whatsoever. In addition, neither party shall obligate or purport to obligate the other by issuing or making any affirmations, representations, warranties or guaranties with respect to the Goods and Services to any third party. SIGNED: _____________________________________________________________________________ Print name, title, and full company namedate