Terms & Conditions – Purchases Of Products Or Services – Governmental Entities Within the United States

Terms and Conditions – Accompanying Quote – Governmental Entities within the United States

1. The below Terms and Conditions (hereinafter T&C) apply to transactions between Compliant Technologies, LLC, a limited liability company of the Commonwealth of Kentucky, its suppliers of products and its authorized dealers (hereinafter COMPLIANT) and one or more governmental entities within the Unites States (hereinafter ENTITY) for products (hereinafter PRODUCTS or PRODUCT) and/or training services (hereinafter SERVICES or SERVICE) that shall be supplied by COMPLIANT to the ENTITY. 
2. The PRODUCTS and/or SERVICES supplied and prices therefor to be supplied to ENTITY are identified in COMPLIANT’s order form (hereinafter QUOTE).  Unless modified in writing and agreed to by both Parties, these T&C control all sales of PRODUCTS and/or SERVICES to ENTITY.
3. Pursuant to these T&C, an ENTITY is defined as “any national, federal, state, municipal, local, territorial or other government or any armed forces, department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any public court, judicial, administrative body or tribunal.”
4. These T&C are incorporated, by reference, into the QUOTE, and a partial payment of the QUOTE by ENTITY accepted by COMPLIANT indicates that both Parties agree to the amount of the QUOTE and acceptance of the T&C.

I) Order and Delivery of PRODUCTS

1. When ENTITY orders PRODUCTS from COMPLIANT, ENTITY agrees to pay for the quantities, sizes, sales prices and any non-exempted taxes and fees identified in the QUOTE.
2. No later than eight weeks subsequent to the execution of the QUOTE, COMPLIANT will deliver, via COMPLIANT’s agent, PRODUCTS identified in the QUOTE to ENTITY.
3. With receipt of ENTITY’s order of PRODUCTS identified in the QUOTE, COMPLIANT shall receive one half of the total amount identified in the QUOTE. 
4. With delivery of the PRODUCTS identified in the QUOTE, the ENITITY’s unpaid balance becomes payable, in full, to COMPLIANT according to the terms set forth in the QUOTE. 

II) Order of SERVICES

1. When ENTITY orders SERVICES from COMPLIANT, ENTITY agrees to pay for any non-exempted taxes and fees identified in the QUOTE.
2. COMPLIANT must receive payment in full of ENTITY’s orders for SERVICES in the amount as identified in the QUOTE before SERVICES are provided to ENTITY.  If required, subsequent to COMPLIANT receiving payment for SERVICES, ENTITY shall receive a digital key allowing ENTITY access to online SERVICES.

ENTITY affirms that:

• At least one person legally associated with the ENTITY is in possession of instructor qualification or recertification from COMPLIANT before the instructor trains any trainees, legally associated with the ENTITY, in the operation and use of the PRODUCTS.  Legally associated with the ENTITY means a real person that is an employee, an agent or an independent contractor associated with the ENTITY.
• Only persons legally associated with the ENTITY are eligible to engage in SERVICES for the PRODUCTS.
• Any person legally associated with the ENTITY must successfully complete the SERVICES before using the PRODUCTS.
• Any certification received from COMPLIANT will expire two years subsequent to initial in-person or online qualification or recertification.

III) Order Cancellation Service Charge

After seventy two hours (72) hours subsequent to ENTITY’s order of PRODUCTS and/or SERVICES, if ENTITY cancels the order of PRODUCTS and/or SERVICES identified in the QUOTE, COMPLIANT shall retain thirty percent (30%) of the consideration  identified in the QUOTE and received by COMPLIANT and shall refund the remainder of the consideration received to ENTITY.

IV) Taxes

Any taxes or similar charges, including, but not limited to, applicable federal, state, national, jurisdictional, provincial and local sales, excise, value added, goods and services taxes as well as any tariffs, duties and related surcharges (hereinafter ADDITIONAL TAXES and FEES) are the responsibility of ENTITY.  Unless ENTITY has provided COMPLIANT with an exemption resale certificate in the appropriate form for the jurisdiction of ENTITY’s place(s) of operations and any jurisdiction to which PRODUCTS and/or SERVICES are to be directly shipped or delivered hereunder, or unless the sale is otherwise exempt from such ADDITIONAL TAXES and FEES, ENTITY agrees to indemnify and hold COMPLIANT harmless for any liability for ADDITIONAL TAXES and FEES in connection with this sale of PRODUCTS and/or SERVICES, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, the ADDITIONAL TAXES and FEES, including penalties and interest thereon, will appear on a separate invoice to ENTITY.

V) Title – Risk of Loss

1. Clear title to the PRODUCTS passes to ENTITY when ENTITY has paid COMPLIANT in full for the PRODUCTS associated with the QUOTE.
2. Risk of Loss passes to ENTITY when the PRODUCTS are delivered to ENTITY.

VI) Limited Warranty/Indemnification

1. For a period of one year subsequent to the date that any PRODUCT identified the QUOTE is received by ENTITY, COMPLIANT warrants that it will replace or repair, at no charge to ENTITY, any nonconforming PRODUCT that is defective due to material or workmanship.  Pursuant to Section VI, paragraph 1, of these T&C, when ENTITY is supplied with newly manufactured state-of-the art identical or improved PRODUCT corresponding to the PRODUCT(S) identified in the QUOTE, provided that the replaced and used PRODUCTS are functional, ENTITY shall return the replaced and used PRODUCT to COMPLIANT upon receipt of the newly manufactured state-of-the art identical or improved PRODUCT.  If it is determined the nonconforming PRODUCT was damaged to ENTITY’s abuse, misuse or neglect of the PRODUCT, ENTIY shall be responsible for the costs of the repaired or replaced PRODUCT.
2. The opening of any container containing any PRODUCT identified in this Agreement by ENTITY, when the opening of the container is not in the presence of COMPLIANT’s representative, shall void the Section VI 1) warranty set forth in these T&C. 
3. COMPLIANT’s exclusive obligations with respect to a non-conforming PRODUCT shall be, at COMPLIANT’s option, to repair or replace the PRODUCT or refund to ENTITY the purchase price paid for the nonconforming PRODUCT.  The liability of COMPLIANT for all claims shall not exceed the sum of ENTITY’s payments for the identified in the QUOTE.  The foregoing is ENTITY’s sole and exclusive remedy for all claims under Section VI of this Agreement.
4. No warranty shall apply to any PRODUCT that has been subject to ENTITY’s misuse, improper testing, assembly, mishandling, or which has been operated contrary to current instructions relating to installation, maintenance or operation, or contrary to industry standards.
5. Any PRODUCT repaired or replaced by COMPLIANT shall be warranted as provided in these T&C for the remaining term identified in Section VI 1).
6. Other than these T&C, any other written or verbal communication by any of COMPLIANT’s representatives in connection with any PRODUCT identified in the QUOTE does not create an express or implied warranty.
7. COMPLIANT  will indemnify ENTITY as a result of ENTITY’s adjudicated unappealable liability for any trademark/service mark, trade dress, trade secret, copyright, design or patent infringement, or infringement or interference with any other intellectual property right, which could occur, as a result of the sale of any PRODUCT identified in the QUOTE. 
8. With respect to Section V1 7), there shall be no remedy or recourse against COMPLIANT when the infringement or interference arises from or is otherwise based upon (i) COMPLIANT’s compliance with the particular requirements of ENTITY that differ from COMPLIANT’s standard specifications for a PRODUCT; (ii) modifications or alterations of the PRODUCT other than by COMPLIANT; or (iii) a combination of the PRODUCT with other devices or items not furnished or manufactured by COMPLIANT.
9. COMPLIANT warrants that all goods shall be free from defects (including defects in design) and fit and suitable for the intended purposes. COMPLIANT also warrants that all SERVICES shall be performed in a professional manner. The foregoing warranties are in addition to, and shall not limit, any other warranties or protections that exist by operation of law.
10. For a final and unappealable judgment of product liability against the PRODUCTS or an adverse personal injury/wrongful death judgement against ENTITY for ENTITY’s use of PRODUCTS sold by COMPLIANT to ENTITY, COMPLIANT’s cumulative/aggregate liability is limited to one million dollars ($1,000,000.00).

VII) ENTITY’S Option to Purchase Extended Warranty for PRODUCT(s)

1. Before six months subsequent to ENTITY’S initial purchase of any PRODUCT, ENTITY has the option to purchase a second year and/or third year warranty identical to the T&C Section VI 1) warranty set forth above.  The extended warranties are as follows:
2. The second year extended warranty shall cost twenty percent (20%) of the total price of the PRODUCT(S) identified in the QUOTE(s) describing the PRODUCT(S) initially purchased and shall extend the Section VI 1) warranty for a second year from the date of initial purchase of the PRODUCT(S); and/or
3. The third year extended warranty shall cost twenty-five percent (25%) of the total price of the PRODUCT(S) identified in the QUOTE(s) describing the PRODUCT(S) initially purchased and shall extend the Section VI 1) warranty for a third year from the date of initial purchase of the PRODUCT(S).

VIII) COMPLIANT’s Intellectual Property Rights

1. Other than for the PRODUCTS use as described in the PRODUCTS’ accompanying user instructions, nothing in these T&C grants ENTITY any rights or license to make, use or sell any software or other intellectual property associated with the PRODUCTS.
2. Other than for the SERVICES used as described by COMPLIANT, nothing in these T&C grants ENTITY any rights or license to make, use or sell any software or other intellectual property associated with the SERVICES.

IX) ENTITY’s Customary Payment

1. Via ENTITY’s customary purchase procedures, ENTITY shall initiate payment of the QUOTE to COMPLIANT.
2. When ENTITY’s local ordinances, jurisdictional statutory or regulatory laws require additional  provisions to these T&C before the QUOTE is consummated, ENTITY shall supply, in a written document, the required provisions and the regulatory and/or statutory citations requiring the additional provisions for approval by COMPLIANT.
3. With the exception of ENTITY’s payment method for the QUOTE for PRODUCTS and/or SERVICES identified the QUOTE, ENTITY’s customary purchase procedures shall not alter any other provision of these T&C.
4. With regard to PRODUCTS, deposit into COMPLIANT’s banking account and clearance of ENTITY’s one half of the amount identified in the QUOTE shall signify that COMPLIANT agrees to the Section VIII, paragraph 2) payment provisions of ENTITY.
5. With regard to SERVICES, deposit into COMPLIANT’s banking account of the full payment for SERVICES identified in the QUOTE shall signify that COMPLIANT agrees to the SectionVIII, paragraph 2) payment provisions of ENTITY.

X) Dispute Resolution

1. Any action, demand, claim or counterclaim shall be brought by either Party within (12) months after the facts occurred upon which the cause of action arose or such action, demand, claim or counterclaim shall be forever waived.
2. The Parties agree to resolve any dispute between the Parties flowing from this Agreement by binding arbitration in accordance with the Rules of the American Arbitration Association.

XI) ENTITY’s Acknowledgement – Arm’s Length Transaction

ENTITY acknowledges that ENTITY’s acceptance of the QUOTE and these T&C was entered into at arms’ length and that the ENTITY was not fraudulently induced to purchase PRODUCTS and/or SERIVCES.  ENTITY explicitly disclaims and waives any claim with respect to the COMPLIANT’s fraudulent inducement by the COMPLIANT to accept the QUOTE and these T&C.

XII) Force Majeure

1. The Parties will be excused from any performance required hereunder if such performance is rendered impossible or infeasible due to any catastrophe or other major event beyond their control, including, without limitation:  war, riot, insurrection; laws, proclamations, edicts, tariffs, ordinances or regulations; strikes, lockouts, other serious labor disputes or terrorism; and floods, fires, explosions, pandemic, pestilence or other natural disasters.  When such events have abated, the Parties obligations under these T&C shall resume.
2. Either Party to these T&C will have the right to terminate the QUOTE upon thirty (30) days’ written notice if either Party is unable to fulfill its obligations under the QUOTE when any of the causes specified in Section XI are continuous for period of one hundred and twenty (120) days from the execution date of these T&C and accompanying QUOTE.

XIII) Miscellaneous Provisions

1. Section Headings – Section headings in these T&C are for convenience only and shall not be used in construing these T&C.
2. Cooperation – Each Party shall execute and deliver such further documents and cooperate as may be necessary to implement and give effect to the provisions of these T&C and accompanying QUOTE.
3. Termination of Prior Agreements Between the Parties – These T&C and accompanying QUOTE terminate and supersede any prior understandings of the Parties hereto regarding the PRODUCTs and/or SERVICEs identified in the QUOTE.
4. Amendment – Any amendment to these T&C and accompanying QUOTE shall be in writing and agreed to by each Party.
5. Notices – Any notice given by either Party shall be in writing and may be delivered to the Party, an officer of the Party or a designated representative of the Party by:  (a) personal delivery; (b) registered or certified mail by a governmental postal service, return receipt requested, to addresses as the Parties may hereinafter designate; (c) commercial document delivery service to addresses the Parties may hereinafter designate; or (d) facsimile or Portable Document Format (PDF) digital delivery that is subsequently confirmed by tangible documents delivered in accordance with (a), (b) or (c) of this paragraph.
6. Severability – A determination by a tribunal of competent jurisdiction that any provision of these T&C and accompanying QUOTE is invalid in whole or in part shall not affect the enforceability of these T&C’s and accompanying QUOTE’s remaining valid provisions.
7. No Implied Waivers – If either Party fails to require performance of any duty, warranty, covenant or obligation hereunder by the other Party, such failure shall not affect any subsequent right to require performance of that duty, warranty, covenant or obligation or any other duty, warranty, covenant or obligation thereafter.  The temporary waiver by either Party of any current provision of these T&C and accompanying QUOTE shall not be a waiver of any other provision herein or future performance of the temporarily waved provision.
8. Binding Effect – Full or partial performance by the Parties of these T&C and accompany QUOTE(s) inure to the benefit of the Parties hereto and their respective representatives, any permitted assign or successor in interest.
9. Neither Party Deemed Drafter – Each Party acknowledges it had the opportunity to consult with and be represented by independent counsel of its choice throughout the negotiations that preceded the consummation of the QUOTE and these T&C and a tribunal of competent jurisdiction shall not deem either Party to be the drafter of these T&C and accompanying QUOTE.
10. Attorneys’ Fees – With regard to the resolution of any legal issue associated with the QUOTE or the T&C, each Party shall bear the costs of its attorneys’ fees.

The Parties agree that these T&C are incorporated, by reference, into the accompanying QUOTE.