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Progismos, or any of its affiliates selling any goods or services hereunder (“Seller”), agrees to sell the goods and services designated on the face hereof (“Products”) to the person or entity purchasing hereunder (“Customer”) according to the following Terms and Conditions of Sale (“Terms”).
Terms; Price; Payment:
*Customer's purchase of goods, equipment or parts (collectively, “products”) from Progismos shall be governed solely by these Terms and Conditions of Sale and the terms in Progismos invoice (collectively, "Terms").
*No term of any purchase order or other document issued by Customer, other than Customer's acceptance of these Terms, shall become a part of the agreement between the parties or bind Progismos's sale of the products and services is expressly conditioned on Customer's acceptance of these Terms,
and Progismos objects to all different and additional terms in Customer's
purchase order and other documents.
*The purchase price and payment terms of the products are specified in Progismos's proposal which shall be valid for the number of days specified in that proposal; provided that if delivery occurs more than 90 days after signature of the proposal by Progismos, Progismos reserves the right to increase the price to its current list price as of the delivery date subject to the approval of Customer.
*The purchase price does not include any sales, use,
revenue, excise or other taxes or governmental charges.
*If Progismos is required to collect those taxes or charges, Progismos will add them to the purchase price and invoice Customer (in the original invoice or
separately), and the Customer will pay them.
*The purchase price of the product includes only those services set forth in the proposal.
*If Progismos agrees to provide those services, the services, and the
additional charges Customer shall pay shall be specified in Progismos’s
proposal.
*Storage fees will be charged for Equipment not picked up
within 30 days of full payment receipt by Progismos.
Delivery:
*All prices are net of any delivery charges, all of which Customer shall pay.
*All delivery schedules and dates are given by Progismos on
estimates basis only. In no event shall Progismos be liable for any delays in
delivery or installation due to Customer’s failure to follow the
instructions provided by either Progismos or the manufacturer with regard
to room or facility readiness.
Warranty:
* Customer recognizes that the products are described and provided based on the manufacturer specifications without any
warranty provided by Progismos.
*No agent, sales representative or employee of Progismos shall have any authority to modify or expand this warranty in any way.
CREDIT MEMOS:
*Credit memos issued to Customer may only be
used against future purchases from Seller and must be used within
180 days after issuance to Customer.
*After 180 days the Credit memo will be deemed invalid and removed from Customer’s account.
Manufacturer Service Agreement:
*Progismos shall use reasonable efforts to assist Customer in securing services and product agreements from the manufacturer with preferred pricing for the products.
*In the event that the product is purchased with a service agreement, Customer may have the right to require the manufacturer to either repair or
replace the product as a remedy.
Cancellation:
*In the event of cancellation by Customer for reasons allowed under these Terms, Progismos shall refund Customer any deposits made on the product.
Force Majeure:
* Progismos shall not be liable for delays or failure to
perform directly or indirectly resulting from events and causes
beyond Progismos’s reasonable control, accidents, acts and
omissions of any governmental authority, declared or undeclared
wars, terrorism, strikes or other labor disputes, fires and natural
calamities (including floods, earthquakes, storms and epidemics),
changes in the law, and delays in obtaining or the inability to obtain
labor, materials, equipment or services through Progismos’s usual sources
at normal prices.
Security Interest:
*To secure the prompt payment of the purchase price and all other amounts due with respect to the product, Customer hereby grants to Progismos a first-priority security interest in the product and all proceeds
including insurance proceeds.
*Customer hereby authorizes Progismos to file all financing statements, continuation statements and other documents necessary or desirable to perfect and to maintain Progismos security interest in the foregoing collateral.
Default; Remedies:
* The occurrence of any of the following shall constitute an event of default by Customer: (a) Customer's failure to pay any sum to Progismos as and when due; or (b) Customer's default under any other provisions of these Terms which is not cured within 10 days after Progismos gives Customer written notice of default. Upon the occurrence of an event of default, and in addition to any other rights and remedies that Progismos may have, Progismos shall have the right, at its option, to take one or more of the following actions: (a) declare all or part of Customer's obligations to Progismos immediately due and payable; (b) suspend its performance under or terminate pending purchase orders, and (c) pursue its other rights and remedies under these Terms and applicable law. All amounts Customer does not pay as and when due shall accrue interest at the rate of 16% per annum
until paid in full. If Customer defaults under its obligations to Progismos,
Customer shall pay Progismos all costs of collection, including reasonable
attorneys' fees and costs.
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