1: Legal Information and Guidelines.
2: Terms And conditions
1.Legal information and guidelines
Welcome to a BP Genomics, LLC. website ("Site"). BP Genomics, LLC. ("BP Genomics") provides the use of this Site to you subject to these terms and conditions and BP Genomics's Corporate Privacy Policy. Your use of this Site constitutes your acceptance of these terms and conditions. If you do not agree to all of these terms and conditions, do not use this Site. BP Genomics may modify these terms and conditions, in whole or in part, at any time and in its sole discretion. Such modifications will be effective when posted on this Site, so please review these terms and conditions regularly in connection with your use of this Site. Your continued use of this Site constitutes acceptance of these terms and conditions as modified.
BP Genomics may also terminate, change, or otherwise modify any aspect of this Site, or impose limits on features or restrict access, in whole or in part, to this Site at any time and in its sole discretion without liability. BP Genomics may terminate any authorizations, rights, and licenses provided herein, and upon such termination, you shall immediately destroy all materials obtained from this Site.
Site usage
BP Genomics authorizes you to view and download the materials at this Site, provided that (i) you retain all copyright and other proprietary notices contained in the original materials on any copies of the materials, (ii) your use of such materials is for your personal, non-commercial use only, and will not be copied or posted on any network computer or broadcast in any media, (iii) you may not modify the materials in any way or reproduce, publicly display, perform, distribute, transmit, or create derivative works from any of the materials on this Site, and (iv) you may not transfer the materials to any other person unless you give them notice of, and they agree to accept, these terms and conditions. The above authorization does not include the design or layout of this Site, elements of which are legally protected and may not be copied or imitated in whole or in part. No logo, graphic, sound, or image from this Site may be copied or retransmitted unless expressly authorized by BP Genomics. No other use of the materials is authorized. The materials at this Site are proprietary and any unauthorized use of any materials at this Site may violate copyright, trademark, and other laws.
Access-restricted areas
Access to password-protected and/or secure areas of this Site is limited to authorized users only and requires creation of an account. You must provide complete and accurate information on your account and update such information as necessary. You are responsible for maintaining the confidentiality of your account and password information, and you agree not to share or distribute your password information. You agree to notify BP Genomics immediately of any unauthorized use of your account or any other breach of security. You further agree to accept responsibility for all activities that occur under your account or password.
Links to third party sites
Any links to third-party websites that may appear on this Site are provided only as a convenience to you and in no way imply any affiliation, sponsorship, endorsement, or acceptance of any information or views provided on those linked websites. BP Genomics does not monitor the linked websites for accuracy or content, and does not warrant the information contained thereon. The information provided on the linked websites and any warranty with regard thereto is solely the responsibility of the providers of that information. If you decide to access third-party websites through links from this Site, you do so at your own risk.
Links to this site
All links to the Site must be approved in writing by BP Genomics; however, BP Genomics consents to links limited to those in which:
the link is a text-only link containing only the name "BP Genomics";
the link redirects the user only to www.BPGenomics.com and not to deeper pages;
the link, when activated, displays that page full-screen in a fully operable and navigable browser window and not within a "frame" on the linked website;
the appearance, position, and other aspects of the link do not present false information about BP Genomics products, services, or technology, nor be such as to damage or dilute the goodwill associated with the name and trademarks of BP Genomics, nor create the false appearance that another entity or its activities or products are associated with or sponsored or endorsed by BP Genomics; and
No BP Genomics logo or trademark is used or appears.
Disclaimer/limitation of liability
DISCLAIMER
YOU AGREE THAT YOUR USE OF THIS SITE SHALL BE AT YOUR SOLE RISK. THE OPERATION OF THIS SITE AND THE INFORMATION AVAILABLE THEREON ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, BP GENOMICS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS SITE AND YOUR USE THEREOF. BP GENOMICS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THIS SITE, (III) UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THIS SITE, (V) BUGS, VIRUSES, WORMS, TROJAN HORSES, SPYWARE, OR ANY OTHER MALWARE, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THIS SITE BY ANY THIRD PARTY, (VI) ERRORS OR OMISSIONS IN ANY INFORMATION, AND/OR (VII) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY INFORMATION POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THIS SITE.
LIMITATION OF LIABILITY
IN NO EVENT SHALL BP GENOMICS ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING UNDER OR AS A RESULT OF THESE TERMS AND CONDITIONS, THE USE OR INABILITY TO USE THIS SITE OR THE CONTENTS OF THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BP GENOMICS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Intellectual property
Trademarks
The BP Genomics logo and names of BP Genomics products or services displayed on this Site are protected by U.S. and international trademark and copyright laws. All trademark name representations and listed owners are believed to be accurate, but not guaranteed to be so. Trademarks or registered trademarks of BP Genomics, LLC.
Other third party trademarks referenced on this Site, including but not limited to those listed below, are the property of their respective owners.
AmpliSeq is a trademark of Thermo Fisher Scientific
ddSEQ is a trademark of Bio-Rad Laboratories, Inc.
xGen is a trademark of Integrated DNA Technologies, Inc.
FusionPlex is a trademark of ArcherDx, Inc.
No license to use any of BP Genomics's trademarks is given or implied. Users are not permitted to use these trademarks without the prior written consent of BP Genomics. The use of these trademarks or any other materials, except as permitted herein, is expressly prohibited and may be in violation of federal or other applicable laws.
Copyright
DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE
The Digital Millennium Copyright Act of 1998, found at 17 U.S.C. § 512 (“DMCA”), provides recourse for copyright owners who believe their rights under United States copyright law have been infringed. Pursuant to the DMCA, anyone who believes their material has been used in a way that constitutes copyright infringement may submit a notification of copyright infringement to a designated agent for the website.
We respect the intellectual property rights of others and are committed to complying with United States copyright law, as well as international trade law and practices. Therefore, upon receipt of a proper notification of copyright infringement under the DMCA, we will remove and/or block access to the allegedly infringing material.
To be valid, notifications must be sent to our DMCA designated agent, identified below:
To be effective under the DMCA, a copyright notice must be a written communication that includes the following information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work;
Identification of and a brief description of the copyrighted work claimed to have been infringed upon;
Identification of the material that is claimed to be infringing, and a description of where to locate the material you claim is infringing. This will require, at a minimum, a precise URL for the material you allege should be removed or to which access should be disabled;
An address, telephone number, and, if available, an electronic mail address at which you, as the complaining party, may be contacted;
A statement that you, as the complaining party, have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that, under penalty of perjury, the information in the notification is accurate and the complaining party is the copyright owner, or is otherwise authorized to act on behalf of the copyright owner.
This procedure is exclusively for notifying BP Genomics, LLC. that your copyrighted material has been infringed. All other concerns or notices should be directed to legalnotices@BPGenomics.com.
Except as otherwise provided, BP Genomics owns all content contained in this Site, including without limitation the information, materials, text, graphics, Site design, and the selection, assembly and arrangement thereof ("Content"). The Content is protected by the copyright laws of the U.S. and other countries.
Content published on this Site may contain other proprietary notices or describe products, services, processes, or technologies owned by BP Genomics or third parties. Please note that by publishing this Content, BP Genomics is not granting any license under any copyright, trademark, patent, or other intellectual property rights of BP Genomics or any third party.
Except for the rights granted in these terms and conditions, no Content on this Site may be copied, distributed, displayed, modified, reproduced, performed, published, posted, or reverse engineered in whole or in part in any way, stored or transmitted by any means, including but not limited to electronic, mechanical, scanning, photocopying, or recording, without the prior written permission of BP Genomics. You also may not, without our permission, "mirror" any Content on this Site, and such use of any Content on any other website or networked computer environment is expressly prohibited. Modification of Content or use of the Content on this Site for any other purpose is a violation of BP Genomics's copyright and other proprietary rights.
Patents
BP Genomics is constantly conducting research and development, leading to new, modified, and/or improved technology and products. It is BP Genomics's policy to seek patent protection in the United States and abroad for such technology and products.
User-provided information
Should use of this Site require you to submit any of your personal information to BP Genomics, such information is protected by the Corporate Privacy Policy. Beyond any personal information you are required or requested to submit to BP Genomics in connection with your use of this Site, BP Genomics does not want you to, and you warrant that you will not, submit any confidential or proprietary information through this Site, nor any ideas for new products, technologies, process, materials, marketing or advertising plans or campaigns, or product names, whether or not such ideas are confidential or proprietary. You agree that BP Genomics has no obligation to deem or treat any information or material you send to this Site as confidential or proprietary, unless BP Genomics has otherwise agreed in writing. By sending BP Genomics materials or information, you grant BP Genomics an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit, and distribute such material or information, and you further agree that BP Genomics is free to use any ideas, concepts, know-how, or techniques that you provide for any and all commercial or non-commercial purposes. You further agree that you will not post or transmit to or from this Site any threatening, defamatory, obscene, harassing, or otherwise unlawful material, or that incorporates the proprietary material of another.
Software
Any software that is made available to download from this Site is the copyrighted work of BP Genomics and/or its suppliers, and is governed by the terms of the end user license agreement, if any, that accompanies or is included with the software. You may not download or install any software from this Site that is accompanied by or includes a license agreement unless you have read and accepted the terms of the license agreement. Any unauthorized use, reproduction, or redistribution of the software is prohibited.
Applicable law
This Site is controlled and operated by BP Genomics from its offices within the United States. BP Genomics makes no representation that this Site is appropriate or available for use in other locations. Those who choose to access this Site from locations outside the United States do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the materials in violation of United States export laws and regulations. Any and all actions, claims, disputes, or controversies relating to these terms and conditions, the use of this Site, or any materials therein shall be governed by the law of the State of Georgia, USA, without regard to its conflict-of-laws principles. By using this site, you expressly consent to the exclusive forum, jurisdiction, and venue of the state and federal courts of Fulton County, Georgia, USA in such actions, claims, disputes, or controversies.
Georgia Transparency in Supply Chain Notice.
BP Genomics respects the human rights of workers within its direct supply chain. BP Genomics’s efforts in this area include: the use of contract provisions with BP Genomics direct suppliers requiring their compliance with applicable labor laws and barring those suppliers from the use of child, slave or forced labor; inquire as to use of child, slave or forced labor and compliance with labor laws during pre-arranged BP Genomics conducted audits; requesting that new direct suppliers certify their compliance with applicable labor laws including that they do not use child, slave or forced labor; training to employees working with direct suppliers to bring attention to this law and the issue of human trafficking and slavery; training to employees working with direct suppliers about the contract.
UK Modern Slavery Act Disclosure Statement
BP Genomics, LLC., on behalf of its United Kingdom (UK) based entities and all of its other subsidiaries in scope for purposes for the UK Modern Slavery Act 2015 (collectively, “BP Genomics”), is committed to conducting its business lawfully and with integrity. BP Genomics’s commitment to ensuring that its business and supply chain are maintained in a lawful and socially responsible way includes a requirement that human trafficking, slavery, or forced or compulsory labor (hereafter, “Modern Slavery”) not occur in any part of its business, and that its suppliers do not use Modern Slavery in any of its forms in providing goods or services to BP Genomics. Key aspects of BP Genomics’s controls on Modern Slavery appear below in this Statement.
Michael Statham
President & CEO
Code of Conduct
BP Genomics is committed to conducting its business in compliance with all applicable laws and regulations, and with the highest ethical standards. Based on this commitment, BP Genomics has adopted a Code of Conduct that applies to all of its employees, consultants, temporary workers, officers, and members of the Board of Directors, regardless of location, seniority level, business unit, function, or region. BP Genomics’s Code of Conduct requires full compliance with all applicable laws and regulations, including the UK Modern Slavery Act 2015. The Code of Conduct shares BP Genomics’s principles and values on treating people honestly, fairly, and with respect, and it defines BP Genomics’s policy for promoting ethical business conduct.
Contractual Controls and Audits
BP Genomics requires by contract, and conducts audits to ensure that its suppliers comply with applicable laws and regulations.
Training
BP Genomics provides training on its Code of Conduct for new and existing employees as well as training on other company policies. Training is conducted through BP Genomics’s Learning Management System and training records are documented for all employees.
As BP Genomics expands its business activities and works with suppliers domestically and globally, BP Genomics remains committed to human rights and safety and ensuring that no Modern Slavery is involved in our operations or supply chain.
Supply Chain and Conflict-Free Minerals
Background
“Conflict minerals” – tantalum, tin, gold, or tungsten – that originate from the Democratic Republic of Congo (DRC) or adjoining countries are sometimes mined and sold by armed groups to finance civil violence. These minerals can make their way into the supply chains of products used by consumers and businesses around the world.
In 2010, the U.S. Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires U.S. Securities and Exchange Act reporting companies, such as BP Genomics, to disclose their use of conflict minerals beginning in 2014.
Conflict-Free Minerals Policy
BP Genomics supports the goal of avoiding the use of conflict minerals that directly or indirectly benefit armed groups in the DRC or adjoining countries.
Accordingly, BP Genomics expects its suppliers to commit to the EICC Code of Conduct, which was established by the Electronic Industry Citizenship Coalition (EICC) to ensure worker safety and fairness, environmental responsibility, and business efficiency. The EICC Code of Conduct includes a provision related to the responsible sourcing of minerals and requires suppliers to have a policy to reasonably assure that the tantalum, tin, tungsten, and gold in the products they manufacture does not directly or indirectly finance or benefit armed groups that are perpetrators of serious human rights abuses in the DRC or an adjoining country. BP Genomics expects its suppliers to establish their own due diligence program to ensure supply chains that are free of conflict minerals and to make their due diligence measures available to BP Genomics upon request.
BP Genomics will routinely evaluate its suppliers to ensure that they are adhering to BP Genomics’s expectations and values.
Statement on Compliance with California Law
BP Genomics, LLC. (“BP Genomics”) has established one or more policies and processes (the “Compliance Program”) to comply with California’s healthcare professional aggregate spend law, Cal. Health & Safety Code §§ 119400-119402 (the “Law”). This Statement on Compliance with California Law is applicable to any BP Genomics personnel who interact with California healthcare professionals as defined in the Law.
ANNUAL DECLARATION OF COMPLIANCE WITH CALIFORNIA LAW
BP Genomics is committed to conducting its business ethically and in compliance with all applicable laws. To the best of its knowledge and based on a good faith understanding of the statutory requirements, BP Genomics has established the Compliance Program to meet the requirements set forth in the Law. BP Genomics has tailored the Compliance Program to meet the specific needs of BP Genomics and periodically assesses the effectiveness of the Compliance Program. Thus, subject to the limitations described above, BP Genomics declares that BP Genomics is, in all material respects, in compliance with the Compliance Program and with an aggregate spend amount of $3,000 for reporting period of June 1 through May 31, 2019.
As recognized by the United States Office of Inspector General’s (“OIG”) Compliance Guidance, even an effective compliance program cannot eliminate the possibility that one or more individual employees could engage in conduct that would be considered improper. Accordingly, this declaration is not intended, and should not be construed to imply that there have not been any violations of the Compliance Program nor that BP Genomics has not identified any individual instances in which there may have been violations of one or more provisions of the Compliance Program
The terms and conditions listed on this page shall govern the purchase and authorized use of products and/or services by you or your company from BP Genomics, LLC or its affiliates.
Please note: Terms and conditions will vary depending on the type of product or service you are ordering in addition to the region where the product or service is transacted.
2: Terms And conditions
These General Terms and Conditions of Sale shall govern any purchase of Products or Services by you “Buyer”© from Verde Labs¨ LLC¨ Guardian VC¨ “Seller”©¨ unless superseded by the terms of a separate written agreement between Buyer and Seller∫
1 - Agreement - If Buyer has not otherwise agreed to these Terms of Sale¨ the Buyer’s acceptance of delivery or payment for the goods And or services shall constitute Buyer’s agreement to these Terms - Any correspondence¨ in facsimile¨ written or in electronic mailfrom known parties or agents within the buyers organization is constituted as an agreement to the terms of sale - THIS OFFER ISEXPRESSLY CONDITIONED ON ACCEPTANCE WITHOUT ADDITION OR ALTERATION - SELLER HEREBY PROVIDES NOTICE THAT IT OBJECTS TO ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED IN ANY INSTRUMENT REQUESTING OR CONFIRMATION THIS OFFER OF SALE BY OR ON BEHALF OF BUYER Terms that are printed on or contained in a Purchase Order or other form prepared by Buyer which are additional to or in conflict with those herein are rejected by Seller and shall have no force or effect -
2 - Payment Terms - Seller shall have the right to increase its prices at any time without notice¨ subject to any other written agreement
between Seller and Buyer concerning price -
a - Standard Payment Terms are Net 7 Days - At the seller’s written discretion terms may be amended - However¨ if at any time Seller determines that Buyer’s financial condition or credit rating does not justify a sale on credit or if Buyer is in default of any indebtedness or obligation to Seller¨ then Seller may require advance payment or ship goods “C - O - D - ”
b - Goods¨ Capital equipment and Services
i - Goods-
1 - Capital Equipment - At the discretion of the seller the buyer subject to a 50• deposit - Any goods or services¨ for a period of two 2© years¨ shall not require a purchase order prior to shipment of goods - Any service matters arising in this period¨ with the exception of service contracts¨ shall be
billed after the visit -
1a. Installation - All sales of pureMAGiX 16,32,48, & 96 systems are sold to the customer as self installations. This means the units ship plug and play. The scripts necessary and all information for protocols are delivered with the systems. If the end user requests Installation on site, there will be a seperate line item and charge for flight and travel and will be quoted separately and is due prior to installation. Support of setup via Facetime, Zoom or other teleconference is included at no additional charge. Customer has 3 months from the time of delivery to schedule teleconference for set up.
2 - Standard goods- Subject to standard terms and conditions -
3 - Chemicals - Subject to standard terms and conditions -
ii - Service and Maintenance-
1 - Service contracts are payable upon receipt - - Service requests will be billed at the end of the service
performed - This will include the standard service hour fees¨ travel and expenses as well as parts -
Acceptable forms of communication to request service are electronic mail¨ fax¨ phone call¨ or
purchase order - A purchase order is not necessary to perform service work within the first two years
of placement of the instrument -
2 - Service work - all service work is due upon services rendered - Parts¨ service and travel and expenses
may be incurred during the visit - Service contracts will override the scheduled pricing for parts and
services -
3 - Parts - all parts and accessories needed during service visit or maintenance visit is due upon receipt - ’
c - Standard Payment Terms are Net 7 Days - However if at any time Seller determines that Buyer’s financial condition or credit rating does not justify a sale on credit or if Buyer is in default of any indebtedness or obligation to Seller then Seller may require advance payment or ship goods “C - O - D - ”
d - Credit Cards - Credit Cards are processed at time of order.
i - standard stock products- At time of shipping
ii - reagents and chemicals - At time of ordering
iii - Custom projects - At time of ordering -
iv - Service work - At the time of services rendered no payment terms - e - Discount For PrePayment- A discount for prepayment shall be applied as a case by case basis -
3 - Delivery and Risk of Loss - Seller or Manufacturer shall deliver the goods to Buyer on the terms set forth in Seller’s quotation or
acknowledgement - Shipping¨ delivery and performance dates are estimates only and time is not of the essence - Seller or
Manufacturer may ship all the goods at one time or in portions from time to time - Seller shall have the right¨ but no obligation¨ to
determine the method of shipment and routing of the goods unless otherwise agreed to by Seller in writing - Once a shipment is
recieved the “buyer” agrees that such shipping confirmation in the form of courier status is proof of delivery -
4 - Taxes - Seller’s price does not include any privilege¨ occupation¨ personal property¨ value- added¨ sales¨ excise¨ use or other taxes and
Buyer shall be liable for all such taxes whether or not Seller invoices Buyer for them - Buyer agrees to provide Seller in good faith
with a tax exemption certificate as to the goods Buyer purchases from Seller and Seller shall be entitled to rely on the tax exemption
certificate Buyer provides -
5 - Shipping∫For in Stock and standard items there is a 48 hour processing time -
a - Domestic- Expect delivery in 5- 7 Business days
b - International∫ International Shipments are dependant Upon country - In Most Cases 10 business days -
6 - Refund¨ Cancellation and Return- There are no refunds for unused product - Custom products¨ such as reagents will not be refunded -
New product can be produced as a replacement for defective product - In the case of Reagents any custom manufactured goods that
have previously been approved shall not be replaced - No refunds on service work or parts - There are no returns of capital equipment
once installed -
7 - Privacy Policy∫ Customer Policy- All information gathered during the sale is used alone
8 - Unavoidable Delay - If Seller is not able to deliver the goods to Buyer or to perform the Services on time because of anything outside
of Seller’s control¨ including but not limited to casualty¨ strikes¨ accidents¨ or unavailability of goods¨ supplies or transportation¨ then
the estimated delivery or performance time shall be extended accordingly and Seller shall not be liable to Buyer for any damages
caused by the delay -
9 - Defectsª Limitations - SELLER DOES NOT MAKE ANY WARRANTY AS TO THE GOODS OR SERVICES¨ EXPRESS OR
IMPLIED¨ AND IN PARTICULAR DOES NOT MAKE ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR
ANY PARTICULAR PURPOSE - The only warranty applicable to the goods is the warranty provided to Buyer by the Manufacturer -
Buyer is solely responsible for determining the proper application and use of the goods - Seller shall not have any tort liability with
respect to any of the goods or services and shall not be liable to Buyer or any other third party for consequential¨ incidental¨
punitive or other special damages of any kind whatsoever¨ including but not limited to lost profits or other financial damage
that may arise from any product defect delay¨ nondelivery or other breach - Buyer shall not have any right of rejection or
revocation of acceptance of the goods - Seller warrants that in furnishing the Products¨ Seller¨ its affiliates and the Products will
comply with all applicable Federal State and local laws and regulations relating thereto including without limitation the Federal
Food¨ Drug and Cosmetic Act - No person other than an officer of Seller may modify or waive these warranty limitations and all
modifications or waivers must be in writing -
10 - Solvency and Security Interest - Buyer represents that Buyer is solvent - Seller retains a security interest in the goods to secure
payment of the price and all other indebtedness that Buyer now and in the future owes to Seller - Buyer agrees to assist Seller in
perfecting such security interest by execution upon request of Seller of appropriate documents¨ including without limitation¨ form
UCC- 1 financing statements and cooperation with Seller as to all further acts reasonably necessary to perfect¨ preserve and protect the
security interest created hereby -
11 - Permits and Compliance - Seller is not responsible for obtaining any permit¨ inspection or license that is required for installation or
operation of the goods - Seller does not make any promise or representation that the goods will conform to any law¨ ordinance¨
regulation¨ code or standard -
12 - Safety Features - Buyer shall install and operate the goods properly and according to Seller’s or Manufacturer’s operating
instructions¨ if any¨ and shall not remove or change any safety warning or operating instructions that Seller or Manufacturer have
placed on the goods - Buyer shall place on the product all safety warnings that are necessary or desirable to prevent any death¨
personal injury or property damage from being caused by any use or operation of the product -
13 - Intellectual Property and Confidentiality - All inventions whether or not patentable©¨ devices¨ technologies¨ ideas¨ improvements¨
processes¨ systems¨ software and other works and matters that Seller or Seller’s suppliers create or develop in the course of Seller’s or
Seller’s suppliers design¨ development or manufacture of the goods or performance of the services and all drawings and specifications
that Seller provides to Buyer “Intellectual Property”© shall be Seller’s sole property and Buyer assigns and agrees to assign to Seller
or Seller’s suppliers all right¨ title and interest that Buyer now has or in the future acquires in the Intellectual Property - Buyer shall not
disclose or use any of the Intellectual Property or any information about Seller’s business¨ operations or activities except to the extent
necessary for Buyer to use the goods andØor services -
14 - Cancellation - Buyer does not have any right to cancel its agreement to buy the goods or services from Seller - If¨ however¨ Seller
agrees in writing to permit cancellation¨ the Buyer agrees that such cancellation is subject to restocking fees¨ if any - If Buyer fails to
pay or perform any indebtedness or obligation that Buyer at any time owes to Seller¨ then the Seller may consider Buyer’s failure to be
an anticipatory repudiation of any or all outstanding contracts that provide for Seller to sell goods or services to Buyer and Seller may¨
without liability to the Buyer¨ cancel any or all of those outstanding contracts - Standing orders must be cancelled in writing within 60
days of scheduled shipment - In the case the buyer requests that no more product be shipped they are responsible for a fee equal to one
month of scheduled delivery -
15 - Indemnity and Reimbursement - Buyer shall indemnify and hold harmless Seller with respect to all damages¨ losses¨ claims and
expenses including consequential and incidental damages and actual attorney fees that seller incurs as a result of Buyer’s breach of any
of Buyer’s obligations under these Terms of Sale or any claimed unfair competition or patent¨ trademark or copyright infringement or
any other claim resulting from Seller’s or Seller’s suppliers manufacture of the goods or performance of the services to Buyer’s
specifications - If Buyer brings a claim against Seller arising out of or relating to this Agreement or the goods or services¨ and Seller
ultimately prevails or Buyer eventually elects not to further pursue the claim¨ then Buyer shall reimburse Seller for all expenses
incurred by Seller in connection with such claim including but not limited to actual attorney fees -
16 - Seller’s Rights - Seller has all rights and remedies that applicable law gives to sellers - Seller’s rights and remedies are cumulative and
Seller may exercise them from time to time - Seller’s waiver of any right on one occasion shall not be considered a waiver of any
future exercise of that right -
17 - Time For Bringing Action - Any action that Buyer brings against Seller for breach of this Agreement or for any other claim that
arises out of or relates to the goods or their design¨ manufacture¨ sale or delivery or of the services must be brought within one year
after the cause of action accrues -
18 - Applicable Law - This Agreement between Seller and Buyer shall be considered to have been made in the state of Georgia and it shall
be governed by and interpreted according to Georgia law - Either party may bring any action that arises out of or relates to this
Agreement in any federal or state court in Atlanta¨ Georgia that has jurisdiction of the subject matter - Buyer irrevocably consents that
any such court shall have personal jurisdiction over Buyer and waives any objection that the court is an inconvenient forum -
19 - Complete Agreementª Amendment - Seller’s quotation and/or acknowledgement and these standard Terms of Sale contain the entire
Agreement between Buyer and Seller as to the subject matter hereof - Any change in this Agreement must be in writing signed by an
authorized officer of Seller -