The following terms and conditions apply to and govern the sale and licensing of
hardware and software products (the “Products”) by Mobile Technologies, Inc.
(“Seller”). These terms and conditions apply to all bids, quotations, statements of
work and orders for the sale of Products and Services by Seller (the “Quotation”).
Except as specifically set forth in a document signed by the authorized representatives
of parties, these terms and conditions represent the sole understanding between
Seller and Customer with respect to the purchase, sale and/or licensing of Products. In
case of conflict, the order of precedence shall be 1) the terms and conditions
contained in any existing master agreement entered into between the parties that by
its terms is intended to cover sales of the Products and Services, (2) terms appearing
in the Quotation issued by Seller, (3) these terms and conditions.
By placing an order with, or purchasing Products from, Seller, Customer accepts these
terms and conditions and agrees that these terms and conditions shall apply to all
purchases from Seller, unless and until (1) Seller modifies such terms and conditions in
writing; or (2) the parties otherwise agree in writing to modify the terms and
conditions. Any purchase order or other form issued by Customer for purposes of
placing an order with, or ordering Products or Services from, Seller is for
administrative purposes only. Any terms or conditions contained in Customer’s
purchase order or other similar document which is in any way inconsistent with those
contained herein are hereby rejected by Seller and shall not be binding upon Seller
regardless of whether they would materially alter these terms and conditions. Prices
and quantities set forth in Seller’s Quotation are revocable and shall become invalid
unless Customer places an order with, or purchases Products from, Seller within thirty
(30) calendar days of the issuance of the Quotation.
Customer shall place orders or purchase Products hereunder by issuing to Seller
purchase order(s) (“Purchase Order(s)”) or release(s) against blanket Purchase Orders
(“Release(s)”). Any such Purchase Order or Release shall be for administrative
purposes only and no terms or conditions expressed therein shall be binding upon
Seller. Seller shall not consider verbal orders valid until confirmed by Seller’s receipt
of a complete Purchase Order or Release from Customer. Each Purchase Order or
Release shall include the following information: Date issued, Part number and/or
Services to be purchased, item quantity, item pricing, “ship to” location, and “bill to”
Customer shall pay Seller for the Products at the prices set forth in the Quotation
and/or Statement of Work. Unless otherwise specified in writing and agreed upon by
the parties, Seller will provide Customer with an invoice for its Products and/or
Services immediately upon transfer of title.
No additions, changes or modification to these terms and conditions, a Quotation, a
Purchase Order, or a Release will be considered by Seller unless such proposed
changes are first submitted in writing to Seller. No changes to any such documents will
be binding upon Seller unless and until a written change order is executed by both
parties. The parties acknowledge and agree that any such changes may affect or delay
the delivery and/or the purchase price for the Products or services set forth therein.
Change fees may apply if within 5 business days of ship date.
Unless otherwise set forth in the applicable Quotation, all discrete Customer
purchases will default to a maximum standard lead time of twelve (12) weeks for
standard Seller materials. Lead times for custom materials will be determined by
Seller on an individual basis. No lead times beyond those set forth herein shall be
binding on Seller unless set forth in writing by Seller.
Seller is entitled to assess an additional fee for purposes of providing a configuration
change requested by Customer or shortening the specified or standard lead time for
the Products. In the event such fee is not acceptable to Customer, Seller shall have no
obligation to provide the requested configuration or to shorten the lead time, and any
applicable lead time shall default to the already specified or standard lead time.
THIRD PARTY INTEGRATION:
Seller allows the use of third-party integrators to integrate its Products into
Customer’s system(s). Unless otherwise specified by Seller, any third-party integrator
retained by Customer shall become the default administrator of Seller’s warranties to
Customer, and Seller shall address all warranty-related matters to the third-party
integrator. Any third-party integrator acting as the procurement agent for Customer
must be in good standing with Seller. Seller may revoke shipments to any third-party
integrator not in good standing with Seller at any time.
Payment to Seller shall be made as provided herein. Invoices will be sent to Customer
at the address contained in Customer’s Purchase Order or Release and Seller shall not
be held responsible for Customer’s failure to receive such invoices. Subject to
Customer maintaining satisfactory credit arrangements with Seller, any invoice issued
by Seller to Customer shall be paid within thirty (30) days of the date of the invoice. In
the event Customer cannot or has not maintained satisfactory credit arrangements
with Seller, all amounts owed by Customer shall be paid prior to shipment of the
Products or Services rendered to Customer. Interest shall accrue on any past due
amounts at the rate of one and one-half percent (1.5%) per month until paid in full.
Seller may, at its option, discontinue selling Products or providing services to
Customer if Customer fails to pay any amounts owed hereunder.
Seller will, in lieu of a refund, issue to Customer a Credit Memo for any Sellerauthorized
return of Products by Customer or in any instance where Seller has
otherwise agreed to revise a previously issued invoice.
Except as provided for in the warranty provision contained herein, all Products
returned to Seller will be subject to a restocking fee of twenty-five percent (25%) of
the quoted sales price. If a Product is returned as “defective” under Seller’s warranty
and Seller determines that the Product is not defective, Seller negotiate with
Customer on return of Product to Customer. Seller may, in its sole discretion, deny
restocking any Product(s) based on its re-use value of the Product(s) involved.
DELIVERY/RISK OF LOSS:
Unless otherwise specified, Seller’s default shipment location shall be F.O.B. origin, or
Hillsboro Oregon. Transportation and handling charges shall be paid by Customer and
shall be specified in the applicable invoice. Any special packing or shipping
arrangements will be charged separately to Customer. Title to the Product(s) shall
pass to Customer at the F.O.B. point specified by Seller. Customer shall assume all risk
and liability for the Product(s) and shall be responsible for any loss or damage to the
Products upon delivery of the Products to the F.O.B. point. If, for any reason,
Customer requests that Seller delay delivery of the Product(s), Seller shall do so only
at the risk and expense of Customer.
Seller shall not be liable for any delay in delivery, failure to manufacture, or otherwise
fulfill its obligations hereunder due to causes beyond its reasonable control , including,
but not limited to, acts of Customer, labor disputes, strikes, other industrial
disturbances, acts of God, epidemics, floods, lightning, shortages of materials,
rationing, utility or communications failures, earthquakes, casualty, war, acts of the
public enemy, riots, insurrections, embargoes, blockages, actions, restrictions,
regulations or orders of any government, agency or subdivisions thereof
Seller warrants all products manufactured by Seller to be free from defects in material
and workmanship. Seller’s warranty shall begin on the date of shipment to Customer.
Seller warrants Products for a period of one (1) year, exceptions are AirTether™
assemblies are warranted for a period of six (6) months. Seller provides no warranty
hereunder for Power Supplies, and Customer must rely solely upon any warranty
provided by the manufacturer of such Power Supplies. Seller warrants all batteries to
be free from defects in materials and factory workmanship and warrants any battery
that fails to perform as specified within six (6) months after date of shipment. This
warranty shall not apply if buyer fails to notify MTI of such defect within ten (10) days
after discovery, or if battery has been subjected to misuse, negligence or accident. The
following components are considered consumable items and Seller provides no
warranty for such items: USB interconnect cables, extension cables, SmartCables,
FlexSensors, Membrane Sensors, anti-skid pads, anti-rotation
brackets, VHB adhesive pads, brackets, cable clamps, zip ties, and installation,
retrieval, and removal tools. Unused SmartCables and Secondary Sensors that are
demonstrated by Customer to have been faulty upon delivery to Customer will be
replaced at Seller’s expense; provided, however, Customer shall be responsible for any
and all related shipping and handling costs. Seller’s warranty expressed herein does
not apply to the following:
• Cartons, cases, cabinets, displays, or any other unit attached to or otherwise
connected to a Seller-manufactured Product.
• The labor and other costs associated with the removal and replacement of the
warranted Product or any component thereof.
• Products used in applications beyond their normal intended use, application, or
• Products damaged by accident, abuse, neglect, improper voltage, faulty installations,
mechanical failure, fire, flood, lightning, civil unrest, improper storage, or any act of
• Products modified by the Customer or Agent; or use of power supplies other than
those recommended by the Seller.
• Warranty services rendered by any party other than Seller unless so authorized by
• Replacement parts and equipment that have been discontinued or are otherwise
• Products from other manufacturers that are integrated by Seller into Customer’s
system(s) are not warranted by Seller and are subject only to that warranty, if any,
provided by the manufacturer of such Product(s).
Subject to the limitations stated herein, and at Seller’s sole discretion, Seller will
replace or repair defective Products or components thereof at no charge to Customer
so long as Customer’s account with Seller is current and Customer has returned the
Product(s) or component thereof pursuant to a properly issued Return Material
Replacement of any Product or any component thereof by Seller under this warranty
provision shall not extend, in any way, the length of the original applicable warranty
period otherwise provided for herein. Seller reserves the right to replace a defective
Product or component thereof with a refurbished Product or component. Seller’s
warranty herein is non-transferable and shall extend only to Customer.
DISCLAIMER OF WARRANTIES:
THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND THE REMEDIES OF
CUSTOMER SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF, AND
CUSTOMER HEREBY WAIVES, RELEASES, AND DISCLAIMS, ALL OTHER WARRANTIES,
OBLIGATIONS, LIABILITIES AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF
CUSTOMER AGAINST SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE,
WITH RESPECT TO ANY ERROR, DEFECT, DEFICIENCY, INFRINGEMENT OR
NONCOMPLIANCE IN THE PRODUCTS PROVIDED BY SELLER TO CUSTOMER OR OTHER
ITEMS OR SERVICES FURNISHED BY OR ON BEHALF OF SELLER IN CONNECTION WITH
THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT
AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE
OF DEALING OR USAGE OF TRADE).
RETURN MATERIAL AUTHORIZATION:
The Return Material Authorization (“RMA”) Program is a customer service offering
that is designed to fully maintain the operational integrity and high quality of Seller’s
Products during the applicable warranty period(s). PARTS ORDERING AND RETURN:
To initiate an RMA for purposes of ordering parts:
• Contact Customer Service or Sales Operations for issuance of an RMA number.
• To receive an RMA number, Customer must provide the following information:
o Customer name and store number
o Physical shipping address
o Store contact name
o Store contact phone number
o Part number (s)
o Serial number (if applicable)
o Reason for part return, including a description of the observed defect/symptom
• Warranty status will be confirmed only upon receipt by Seller of the returned part.
If Seller determines that the item is not covered by warranty, Customer will be so
notified to arrange for return of product (2/11/2021)