Quotations

Exclusive of delivery and installation charges, if any and all taxes unless noted. Quotes are subject to home office approval and may be withdrawn or changed in the event of a price increase by Germane System, LC's (Germane) suppliers. Typographical and/or clerical errors are subject to correction at any time.

Payment

Unless payment terms are otherwise stipulated on the front of an invoice, payment is due upon delivery. If any payment is not made when due, a late payment charge of $15 will be assessed and interest at the rate of eighteen percent (18%) per annum will be charged on the outstanding balance from the date of shipment or invoice, whichever is later. Germane has the right to declare all invoice amounts due and payable without notice to the Buyer. If a check is dishonored, the Buyer agrees to pay a $25 processing fee to Germane. The Buyer further agrees to pay a 15% restocking fee plus all shipping charges on returned or refused on delivery merchandise. The Buyer agrees to pay all collection costs, court costs, and other expenses to the amount limited by law, including attorney's fees, which will be the greater of one-third or $250. Any change in liability for debts incurred due to a change in the Buyer's form of business shall not be effective until Germane receives notice of the change by certified mail.

Credit Agreements

A credit application form must be signed to do business with Germane except for transactions on a COD cash/cashiers or credit card basis. A credit limit will be established for each Buyer based on their credit record. Buyers wishing to purchase more than their credit limit must get authorization. Otherwise, the amount in excess of their credit line is due at the time of delivery. A personal or company check (as applicable) for the purchase amount is acceptable as payment from Buyers with a credit line. Germane reserves the right to adjust, suspend, or terminate a credit line at any time.

Title

Title to products sold by Germane passes to the buyer only upon full payment of the purchase price and any other charges notwithstanding delivery of possession to the Buyer. The Buyer agrees that if failure to pay Germane all sums due it on time, time being of the essence, the Buyer shall automatically forfeit all rights to possession of products sold, and Germane shall have the right to immediately recover the same. All costs of recovering the products shall be the sole responsibility of the Buyer. Furthermore, notwithstanding the recovery of the products by Germane, the Buyer shall remain liable for the full purchase price and all other costs, less any net amounts received by Germane upon resale of the products, if a resale should occur. In addition to the above, if the Buyer fails to fulfill these obligations, Germane has the rights and remedies available to it under the Uniform Commercial Code and the laws of Virginia.

Claims

Claims of a shortage, shipment errors, or damaged goods must be received in writing by Germane within 5 business days of Buyer's receipt of the goods or the goods will be deemed delivered and accepted as of the invoice date.

Delivery

Shipments of all products are subject to availability. Germane will make every reasonable effort to meet quoted or acknowledged delivery date(s). Germane will not be liable for the failure to meet such date(s). Buyer agrees to accept delivery within ten (10) days of notice that its products are available.

Warranties

Germane provides a limited 3-year warranty for all its products from the date of shipment FOB Chantilly, Virginia. Germane warrants, that at the time of delivery, the goods shipped under this agreement are in accordance with Germane's published specifications or are in accordance with "agreed to" written customers' specifications. The warranty delivered to Germane by the manufacturer of components used in Germane's manufacturing, or other vendor thereof, shall be assigned to the Buyer, to the extent such assignment is permitted by the terms thereof. Notwithstanding the foregoing, no such warranty shall apply to any goods which have been altered or repaired, except by Germane or the manufacturer, or which have been subjected to misuse, negligence or accident. Such warranties are expressly in lieu of any other, and Germane makes no other warranty, expressed or implied, with respect to the goods, and in particular. GERMANE DISCLAIMS ANY WARRANTY WITH REPECT TO THE MERCHANTABILITY OF SUCH GOODS OR THE FITNESS OF SUCH GOODS FOR A PARTICULAR PURPOSE OR USE. In no event will Germane be liable for indirect, special, or consequential damages, including lost profits, even when Germane has been advised of the possibility of such damages. The Buyer agrees that Germane's liability for any allegedly defective product and/or service shall not exceed the Buyer's purchase price or the fair market value of the product at the time the defect is reported, whichever is less.

Returns

Returns must be authorized in advance. Shipping charges are the responsibility of the Buyer. Germane may replace the item, provide credit towards the Buyer's next purchase; or a refund of the purchase price minus a restocking fee of 15%, at its option (see Payment above). NO returns will be allowed after 30 days. Indemnities: The Buyer agrees to indemnify and hold harmless Germane and its representatives against all claims, suits, damages, penalties, losses and expenses, including reasonable attorney fees, (1) for products or services provided at the Buyer's request, including, but not limited to, claims related to loss of data or other consequential damage; (2) for representations the Buyer has made to others, including, but not limited to, consequential damages for late delivery of equipment or delivery of Buyer specified equipment unfit for its intended use.

Order of Precedence

Buyer's signature represents acceptance of these Terms and Conditions of Sale and any attachments, which together constitute the entire understanding between the parties and supersede any previous communications, representations, or agreements by either party, whether verbal or written. No change or modification of any of the terms or conditions herein shall be valid or binding on either party unless in writing and signed by an authorized representative of each party. These Terms and Conditions of Sale and any attachments take precedence over Buyer's additional or different terms and conditions, to which notice of objection is hereby given. Neither Germane commencement of performance nor delivery shall be deemed or construed, as acceptance of Buyer's additional or different terms.

Miscellaneous

This Agreement is made in, and is governed by the laws of the Commonwealth of Virginia and, in the event of a dispute, Virginia Courts shall have exclusive jurisdiction. The Buyer's remedies herein are exclusive. Any provision hereof which is invalid under an applicable statute or rule of law should be curtailed and limited only to the extent necessary to bring it within the requirements of the law. All other provisions of this Agreement shall remain in full force and effect. Pricing and policies are subject to change by Germane without notice.

All information presented herein is based on information available at the time of posting, and is subject to change without notice.