STANDARD TERMS AND CONDITIONS OF SALE

1. Acceptance: These terms and conditions, together with your online order or payment, constitute the agreement (the “Agreement”) between you (“Purchaser”) and Ambertek Systems, LLC (“Seller”) for the goods or services purchased (the “Goods”). Acceptance of this Agreement occurs when Purchaser submits an order, completes a transaction, or otherwise indicates intent to proceed. Any different or additional terms proposed by Purchaser will not be binding on Seller unless expressly agreed to in writing by Seller.
2. Pricing and Late Payments: Prices for the Goods are as stated in the invoice or order confirmation. Unless otherwise agreed in writing by Seller, payment in full is required before the order will be processed and scheduled for shipment. If Seller extends credit terms to Purchaser, payment shall be due within 30 days from the date of shipment (“Net 30”). Any amounts not paid when due shall accrue a late fee of 1.5% per month (or the maximum rate permitted by law) until paid in full.
3. Pricing Adjustments and Additional Charges: All prices quoted or invoiced by Seller are subject to change without notice prior to shipment due to fluctuations in supplier costs, tariffs, customs duties, taxes, surcharges, material shortages, or other market conditions beyond Seller’s control. In the event of such changes, Purchaser agrees to pay any additional costs imposed on Seller. Seller will make reasonable efforts to notify Purchaser of such changes in a timely manner. Quoted prices do not include any applicable federal, state, or local taxes, customs charges, shipping or handling fees unless expressly stated, and such amounts will be invoiced to and payable by Purchaser.
4. Payment Default: In the event of Purchaser’s failure to make payments as required by this Agreement, Purchaser will be responsible for all costs of collection, including, but not limited to, Seller’s attorney’s fees. Seller reserves the right to suspend a sale of Goods to Purchaser upon Purchaser’s failure to make payments as required by this Agreement.
5. Shipment: Seller will endeavor to deliver the Goods by an agreed date or within an agreed period. These dates and periods, however, are only estimates given in good faith and, consequently, Seller will not be liable for any failure to deliver the Goods by such a date or within such a period. Time for delivery will not be of the essence.
6. Force Majeure: Seller will not be liable for any failure to deliver the Goods or for delays in delivery or performance due to causes beyond its reasonable control. Seller may, at its option, cancel any order or remaining part thereof, without liability, due to causes beyond its reasonable control.
7. Title: Unless otherwise agreed to in writing, title to the goods shall remain with Seller until the Goods are delivered to the Purchaser.
8. Warranties: Goods sold by Seller are not manufactured by Seller and Seller has made no affirmation of fact or promise relating to the Goods. All warranty claims shall be asserted exclusively against the manufacturer of the Goods. EXCEPT AS TO TITLE, THERE ARE NO WARRANTIES, WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY, RELATING TO THE GOODS. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE APPLIES TO THE GOODS.
9. Information Accuracy: Seller obtains certain data for Goods from the manufacturer, and is not responsible for any errors, typographical or otherwise, in any such data.
10. Limitation on Liability: Seller’s liability on any claim relating to the Goods or their sale, resale, operation or use, whether based on contract, warranty, tort (including negligence) or other grounds, will not exceed the price allocable to such Goods. SELLER WILL NOT BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED PRODUCT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGES.
11. Cooperation: Purchaser agrees to cooperate with Seller in connection with the purchase of Goods from Seller by providing timely responses to Seller’s inquiries, access to any information or materials reasonably requested by Seller which are necessary or useful as determined by Seller in connection with the sale of Goods, and by providing Seller all required consents necessary for the sale of Goods to Purchaser.
12. Returns: Because ASI represents more than 2500 manufacturers, it is the policy of ASI to pass through the return policy of the manufacturer. Return approvals are subject to the manufacturer’s approval. ASI will do its best to secure an RMA Number on behalf of the client. No return will be accepted after 30 days from the invoice date. Custom-made Goods, including custom computers, are non-cancellable and non-returnable. Goods accepted for credit upon return will be subject to a restocking charge of not less than 15% of the price of Goods. Goods must be securely packed in the original packaging and delivered to Seller in an undamaged condition with Purchaser being solely responsible for all return freight expenses. Purchaser must keep the invoice current within 30 days from the date of shipment regardless of the reason for return. All returns must be accompanied by an authorized RMA number, which is valid for 15 days after date of issuance.
13. Cancellation of Monthly Subscriptions: Monthly renewal orders require at least 30-days’ notice of cancellation. Purchaser must pay for any subscription usage.
14. Cancellation of Other Cloud or Licensing Contracts: Purchaser must provide a cancellation notice in accordance with the notice requirements contained in the original Cloud Agreement (e.g., 30, 60 or 90-days’ notice).
15. Changes and Cancellation: Orders accepted by Seller are not subject to change or cancellation by Purchaser except with Seller’s written consent and upon payment of an appropriate charge to cover the cost or loss incurred by Seller, which unless otherwise agreed in writing shall be not less than 15% of the price of the Goods subject thereto.
16. Damage Claims: All damage and short shipment claims must be submitted to Seller within 7 days of receipt and the proof of delivery must be signed as damaged for a claim to be filed with our carrier. Without both of these criteria met no claim can be filed and the request will be denied.
17. Security Interest: To secure payment of the sales price of the Goods and all other obligations of Purchaser under this Agreement, Purchaser hereby grants to Seller a security interest in the Goods and all products and proceeds thereof. Seller is authorized by Purchaser to take such action as may be appropriate to perfect the security interest granted herein, including filing UCC financing statements and notices, and Purchaser agrees to promptly cooperate with and execute any such documentation required to perfect or continue Seller’s security interest.
18. Solvency: The order for the Goods placed by Purchaser constitutes a representation by the officer or other representative of Purchaser placing such order that Purchaser is solvent and that Purchaser intends in good faith to comply with this Agreement.
19. Waiver or Modification: No waiver or modification of this Agreement will be binding on Seller unless agreed to by Seller in writing. Failure by Seller to enforce strict compliance with this Agreement will not constitute a waiver of any of the provisions of this Agreement.
20. Severability: If any provision of the Agreement is or becomes void or unenforceable for any reason then the validity of the remaining provisions will not be affected.
21. Confidential Information: Seller anticipates that it may be necessary to provide Purchaser with information of a confidential nature (“Confidential Information”). Confidential Information means any information or data in oral, electronic, or written form which the Purchaser knows or has a reason to know is proprietary or confidential and which is disclosed by Seller to Purchaser in connection with this Agreement or which the Purchaser may have access to in connection with this Agreement. Purchaser agrees to hold Seller’s Confidential Information confidential, and agrees not to use any Confidential Information for any purpose other than the purposes contemplated in this Agreement. Upon written request by Seller, Purchaser agrees to either return or certify the destruction of Seller’s Confidential Information. If Purchaser is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority to disclose Seller’s Confidential Information, Purchaser will give Seller prompt notice of such request so that Seller may seek an appropriate protective order or similar protective measure and will use reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed.
22. Choice of Law, Jurisdiction, Waiver of Jury Trial, and Attorney’s Fees: This Agreement will be governed by the laws of the State of Texas (without regard to principles of conflict of laws). Any claims arising out of or related to this Agreement or the Goods shall be brought in Wise County, Texas, and Purchaser submits to the jurisdiction of the courts in the state of Texas. PURCHASER AND SELLER HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE GOODS. In any action arising out of or related to this Agreement, the prevailing party shall be entitled to an award of its reasonable attorney’s fees and costs.
23. Assignment: Seller may assign or subcontract all or any portion of its rights or obligations with the respect to the sale of Goods and/or assign the right to receive payment without Purchaser’s consent. Purchaser may not assign this Agreement or any of its rights or obligations without the prior written consent of Seller. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties hereto and their successors and assigns.
24. Entire Agreement: This Agreement constitutes the entire agreement between Seller and Purchaser regarding Purchaser’s purchase of Goods from Seller, and supersedes and replaces any previous communications, representations, or agreements. Any additional or different Terms or Conditions contained in any other documents provided by Purchaser are considered material alterations to this Agreement and are expressly rejected and not binding upon Seller.
25. Export Control: For orders exported outside of the USA: These items are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.