The following terms and conditions govern the sale of all products by JCW Computer Consulting, LLC to its customers. Such terms and conditions supersede the terms and conditions on any purchase order submitted to JCW Computer Consulting, LLC. JCW Computer Consulting, LLC reserves the right to change its terms and conditions from time to time without notice. All dollar amounts are referenced in country or origin.

1. ACCEPTANCE
Buyer's acceptance or Buyer's agent's acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs: (a) By clicking below to indicate acceptance of the terms hereof (if order is being placed by an agent, the person or agent of buyer clicking below to indicate such acceptance of these terms and conditions also expressly warrants that he, she, or it has authority to bind Buyer to the terms and conditions stated herein and that he, she, or it has secured Buyer's agreement with the terms and conditions stated herein. Buyer and Buyer's agent are hereinafter referred to collectively as "Buyer"), (b) Buyer's written acknowledgment hereof, (c) Buyer's acceptance of any shipment of any part of the items specified for delivery on the quote, packing slip, or invoice document hereof (the "Products"), or (d) any other act or expression of acceptance by Buyer. Buyer's acceptance is expressly limited to the terms and conditions hereof in their entirety without addition, modification or exception and any term, condition, or proposal hereafter submitted by Buyer (whether oral or in writing) which is inconsistent with or in addition to the terms and conditions set forth herein is objected to and is hereby rejected by Seller. Seller's silence or failure to respond to any such subsequent term, condition or proposal shall not be deemed to be Seller's acceptance or approval thereof.

2. DELIVERY
Unless otherwise agreed in writing, delivery shall be made in accordance with Seller's shipping policy in effect on the date of shipment. Title to, and all risk of loss or damage with respect to, the Products shall pass to Buyer upon delivery by Seller to the carrier or Buyer's representative at Seller's warehouse or plant. Delivery is subject to the payment provisions set forth herein and to Seller's receipt from Buyer of all necessary information and documentation from Buyer, including all import certificates, licenses and other documents as may be required from Buyer for export of the Product. Buyer shall promptly notify Seller, no later than fifteen (15) days from invoice date, of any claimed shortages or rejection as to any delivery. Such notice shall be in writing and shall be reasonably detailed stating the grounds for any such rejection. Failure to file any such notice within such time shall be deemed an acceptance in full of any such delivery. Seller shall not be liable for any shipment delays beyond the reasonable control of Seller which affect Seller or any of Seller's suppliers, including but not limited to delays caused by unavailability or shortages of Products from Seller's suppliers, natural disasters, acts of war, acts or omissions of Buyer, fire, strike, riot, or governmental interference, unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates; failure or destruction of plant or equipment arising from any cause whatsoever, or transportation failures.

3. PRICE AND PAYMENT


 

Product and pricing data is updated frequently and may change without notice. Final pricing on your order is effective on the date that payment for your order has been received. However, if there is a change in price, the Buyer will be notified at the time of receipt of funds and given the opportunity to modify their order or remit additional payment. Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes), as well as import or customs duties, license fees and similar charges, however designated, levied on this sale or the Products (or the delivery thereof) or measured by the purchase price hereunder. (Seller's prices set forth on the front of the invoice may not include such taxes, fees and charges, and any such expenses will be additionally invoiced).

Sales Tax Exemption certificates must be presented prior to shipment if they are to be honored.

Unless otherwise specified, payment terms are cash or credit card with order. Payment for all other orders must be made in accordance with the terms in effect at the time the order was placed or as indicated on the invoice. Seller at its discretion may require reasonable advance assurances of payment through irrevocable bank letters of credit or otherwise. All unpaid invoices shall bear interest at the rate of 18% per annum or the maximum allowable legal rate, whichever is lower, commencing upon the date payment is due. Buyer's failure to make payment according to the terms and conditions hereof may result in such action as, including but not limited to, revocation of credit, delay or cessation of future deliveries, repossession of unpaid delivered goods, cancellation of software licenses, and termination of this agreement or any one or more of these. Notwithstanding any "net" payment provisions specified on valid quote or invoice documents, Seller shall have no continuing obligation to deliver Products on credit, and any credit approval may be withdrawn by Seller at any time and without prior notice. Seller hereby retains (and Buyer grants to Seller) a security interest in the Products to secure payment in full and compliance herewith, and Buyer agrees to execute any additional documents necessary to perfect such security interest. Buyer's failure to pay according to the terms hereof may result in, among those items listed above, cancellation of software licenses, thereby exposing users to copyright infringement laws. Buyer hereby expressly acknowledges seller's right to cancel software licenses for such failure.

4. PRODUCT RETURNS

Return of Products purchased hereunder, whether for stock balancing purposes or because such Products are claimed to be defective, shall be governed by Seller's Product Return policies at any time. Although Seller's policies may permit Buyer to return Products claimed to be defective under certain circumstances, Seller makes no representations or warranties of any kind with respect to the Products. SELLER HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF WARRANTY. The right to return defective products, as previously described, shall constitute JCW Computer Consulting, LLC's sole liability and Buyer's exclusive remedy in connection with any claim of any kind relating to the quality, condition or performance of any product, whether such claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, or otherwise. All returns or license cancellations must be made within fifteen (15) days of invoice date. A fee of two hundred dollars ($200) or ten percent (10%) of purchase price, whichever is less, will be assessed on all such returns or cancellations.

5. LIMITATION OF LIABILITY
All products purchased from JCW Computer Consulting, LLC are subject to the terms and conditions set forth in the manufacturer's warranty or end-user license packaged with each such product. JCW Computer Consulting, LLC SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE PRODUCT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF JCW Computer Consulting, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR OTHERWISE. Seller shall have no duty to defend, indemnify, and hold harmless the buyer from and against any or all damages and costs incurred by buyer arising from the infringement of patents or trademarks or the violation of copyrights by goods that were not MANUFACTURED by seller. Seller shall have the option (BUT NOT THE DUTY) at any time to replace or modify any goods sold to buyer to avoid patent or trademark infringement or copyright violation; notwithstanding any other terms or conditions to the contrary, seller's liability FOR ANY CLAIMS OF THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR THE VIOLATION OF COPYRIGHTS shall not exceed the purchase price of the infringing hardware or software, less reasonable depreciation computed on a five-year straight line basis.

Notice is hereby given that prices and products are subject to change and should a purchased product or license be canceled, for whatever reason, buyer hereby acknowledges that the product originally ordered may no longer be available and/or may no longer be available at the original price. Buyer expressly releases JCW Computer Consulting, LLC and all product manufacturers from any and all liability whatsoever for any and all damages arising from the cancellation of product or license orders.

To the extent any Software Publisher provides a Year 2000 Compliance or Disclosure warranty, JCW Computer Consulting, LLC shall pass through such warranty to the software purchaser. JCW Computer Consulting, LLC will have no liability whatsoever for any failure by JCW Computer Consulting, LLC or its suppliers to provide Year 2000 Compliant products.

6. EXPORT
All goods delivered to Buyer hereunder, if sold in the country, are intended for use in the country of purchase only. Shipment of the goods outside the country of purchase may require a valid export license. Buyer represents and warrants that it has taken all steps to ensure compliance with any country of origin export restrictions. Buyer agrees to indemnify and hold seller harmless for any violation of any United States export restriction.

7. DISPUTES
In the event of any dispute between the parties hereto regarding any matter arising out of or relating to this Agreement, such dispute shall first be submitted to mediation with a mutually acceptable mediation service doing business in Philadelphia, PA (the "Mediation Service"), or if the Mediation Service is not able or willing to handle such mediation, with any mediator appointed by the Presiding Judge of the Superior Court of Philadelphia, PA upon application of either party hereto. If the dispute is not resolved by mediation within 30 calendar days following written demand by either party to the other demanding mediation (whether or not either or both parties in fact participated in such mediation and whether or not any party is alleged to have not acted in good faith in participating or failing to participate in, mediation), then the parties may take whatever legal action necessary to enforce each partys' rights hereunder.

In the event either party hereto employs any attorney to enforce or defend any claim arising out of this Agreement, the prevailing party shall be entitled to recover from the losing party, and the losing party shall pay, all reasonable attorneys fees and costs incurred by the prevailing party, whether in negotiation, mediation, trial or on appeal.

This Agreement is governed by and shall be construed in accordance with the laws of the state of Pennsylvania. Jurisdiction and venue of any dispute arising from this Agreement shall be in any state or federal court having subject matter jurisdiction located in Philadelphia, PA and each party hereto hereby submits to jurisdiction therein.

8. GENERAL
   These terms and conditions shall, upon acceptance by Buyer, constitute the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and shall supersede all prior offers, negotiations, understandings and agreements. It is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain the terms and conditions contained herein. No additional or different terms of conditions, whether material or immaterial, shall become a part of this agreement unless expressly accepted in writing by an authorized officer of Seller. Any waiver by Seller of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or any future defaults hereunder. It is the intention of the parties that this agreement shall be enforceable to the fullest possible extent, regardless of any partial invalidity of unenforceability, and that no failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. This agreement may not be assigned by either party without prior written consent of the other (which shall not be unreasonably withheld) except that Seller may assign this agreement to any affiliate or subsidiary of Seller. ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALES OF GOODS, IF OTHERWISE APPLICABLE.

JCW Computer Consulting, LLC

7478 Rhoads Street, Suite C

Philadelphia, PA 19151

Tel: 215.879.6701 Fax: 215.879.6702