CityKinect dba IoTKinect - Terms and Conditions

Acceptance

• All orders are subject to acceptance by CityKinect. Acceptance of orders may be subject to credit approval and availability of products. CityKinect reserves the right to refuse any order or part thereof without providing any reason.

Price

• Prices are as stated in CityKinect quotes or as agreed upon in writing. All prices are exclusive of applicable taxes, tariffs, shipping, handling, and insurance charges unless otherwise stated.

Ordering

• CityKinect will accept telephone, e-mail or faxed orders. Orders are considered binding upon acceptance by CityKinect.

Shipments

• All shipments are FOB (Free on Board) shipping point unless otherwise agreed upon. Risk of loss or damage to products passes to the buyer upon delivery to the carrier. Delivery dates are estimates and CityKinect shall not be liable for any delays.

Payment

• Payment terms are as agreed upon in writing. Invoices are due within 30 days (Net 30) from the date of invoice unless otherwise specified. Late payments may incur interest charges at the maximum rate allowed by law. Partial shipments will be invoiced. Interest will be charged at the maximum rate allowed by law to all overdue accounts which are also subject to collection charges, including without limitation, reasonable attorney’s fees.

Limited Warranty

• Buyer assumes responsibility for the selection of the products and services to achieve buyer's or its customer’s intended results and for the results obtained from the products. Buyer assumes responsibility for verification of all product certifications and required standards prior to purchase. If buyer has provided CityKinect with any requirements, specifications or drawings, or if CityKinect provides buyer with such materials, such materials are provided solely for buyer’s convenience and shall not be binding on CityKinect unless agreed in writing by the Vice President – Software Development of CityKinect. CITYKINECT DOES NOT WARRANT THAT THE PRODUCTS WILL MEET BUYER'S OR ITS CUSTOMER’S REQUIREMENTS OR SPECIFICATIONS OR THAT OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. SUBJECT TO THE LIMITATIONS SET FORTH BELOW, CityKinect warrants that all CityKinect Products and CityKinect Accessories will be free from material defects in material and workmanship for 90 days from date of shipment. Buyer must provide written notice to CityKinect within the warranty period of any defect. If the defect is not the result of improper or excessive use, or improper service, maintenance or installation, and if the CityKinect Products or CityKinect Accessories have not been otherwise damaged or modified after shipment, AS CITYKINECT'S SOLE AND EXCLUSIVE LIABILITY AND BUYER'S SOLE AND EXCLUSIVE REMEDY, CityKinect shall either replace or repair the defective parts, replace the CityKinect products or accessories or refund the purchase price, at CityKinect's option, after return of such items by buyer to CityKinect. Shipment shall be paid for by the buyer. No credit shall be allowed for work performed by the buyer. CityKinect products or accessories which are not defective shall be returned at buyer's expense, and testing and handling expense shall be borne by buyer. Out-of-warranty repairs will be invoiced at the current CityKinect hourly repairs rate. THE FOREGOING WARRANTY AND THE THIRD-PARTY MANUFACTURER'S WARRANTIES, IF ANY, ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES EXPRESSED, IMPLIED OR ARISING UNDER LAW, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

• In no event shall CityKinect be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to the sale of products, even if advised of the possibility of such damages.

Claims/Cancellations/Returns

• Claims for shortages, damages, or defects must be made in writing within 90 days of receipt of products. Cancellations or returns are subject to approval by CityKinect and may be subject to restocking fees (not to exceed 30% of purchase price).

Design Changes

• CityKinect reserves the right to make design changes or improvements to its products without prior notice.

Intellectual Property Indemnification

• CityKinect warrants that the sale or use of its products does not infringe upon any third-party intellectual property rights. CityKinect shall indemnify the buyer against any claims of infringement, provided that the buyer promptly notifies CityKinect in writing of any such claim.

Export of Products

• Buyer agrees to comply with all applicable export control laws and regulations. CityKinect may require export licenses or other documentation prior to shipment.

Confidentiality and Proprietary Rights

• Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the transaction.

Limitations on Actions

• Any action arising out of or relating to the sale of products must commence within 3 months from the date of delivery, or such action shall be barred.

Force Majeure

• CityKinect shall not be liable for any delay or failure to perform its obligations due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, or natural disasters.

General: Entire Agreement

• These terms and conditions constitute the entire agreement between the parties with respect to the sale of products and supersede all prior agreements and understandings, whether written or oral. No modification or waiver of any provision shall be binding unless in writing and signed by both parties.

By placing an order with CityKinect, the buyer acknowledges and agrees to be bound by these terms and conditions.