Nation Technologies

Buying and Selling

The sale of Hardware and other products by NATION Technologies to Buyer is expressly limited to and made conditional upon the Terms and Conditions contained herein, and any of the Buyer's Terms and Conditions which are in addition to or different from those contained herein which are not separately agreed to in writing and executed by an authorized representative of NATION Technologies (except additional provisions specifying quantity, character of the products ordered and in shipping instructions) are hereby objected to and shall be of no effect. The Terms and Conditions governing the license or distribution of Software provided by NATION Technologies is governed by the End User License Agreement applicable to such software.

Warranty

NATION Technologies warrants to Buyer purchasing directly from NATION Technologies that all products manufactured by NATION Technologies (“Products”) shall be free from defects in material and workmanship for a period of twelve (12) months from the date of delivery to Buyer. If the date of delivery cannot be determined, the warranty shall extend for twelve (12) months from the date of manufacture. For products not manufactured by NATION Technologies, the applicable manufacturer’s standard published warranties in effect at the time of shipment for the particular products shall apply. NATION Technologies will use commercially reasonable efforts to provide Buyer with a copy of such separate manufacturer warranties, and pass through or assign such warranties to Buyer where permitted by the manufacturer.

Exclusions

This warranty does not extend to (a) normal wear and tear, (b) Products damaged by misuse, neglect, accident or improper installation, (c) Products which have been altered or repaired by anyone except NATION Technologies or (d) products manufactured by third parties other than NATION Technologies, even if such third-party products are sold to Buyer by NATION Technologies. Notwithstanding the foregoing, NATION Technologies will, to the extent permitted by third-party warranties and applicable law, assign to Buyer any third-party warranties provided by third-party manufacturers to NATION Technologies.

Returns and Repairs

Any defective Product(s) must be returned to the factory, at Buyer’s expense, for repair. Prior to such returns, Buyer must obtain a Return Material Authorization (“RMA”) number from NATION Technologies. NATION Technologies will have no obligation to perform services at Buyer’s location. All equipment returned to NATION Technologies must be shipped, postage prepaid and in original shipping cartons whenever possible. Suitable shipping containers and proper insurance are the responsibility of Buyer. NATION Technologies will, at its option, repair or replace all Products determined by NATION Technologies to be defective after inspection and testing by NATION Technologies. Buyer shall be charged for all non-warranty repairs at NATION Technologies standard repair rates.

Limitation of Liability Disclaimer

THERE ARE NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. TO THE FULL EXTENT PERMITTED BY LAW, IN NO CASE SHALL NATION TECHNOLOGIES BE LIABLE TO BUYER OR ANYONE THIRD-PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE PRODUCT AND/OR FOR BREACH OF THIS OR ANY OTHER WARRANTY OR CONDITION, EXPRESS OR IMPLIED, OR UPON ANY OTHER BASIS OF LIABILITY WHATSOEVER, EVEN IF THE LOSS OR DAMAGE IS CAUSED BY NATION TECHNOLOGIES OWN NEGLIGENCE OR FAULT AND EVEN IF NATION TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.

Any Product description (whether in writing or made orally by NATION Technologies or NATION Technologies agents), specifications, samples, models, bulletin, drawings, diagrams, engineering sheets or similar materials used in connection with the Buyer’s order are for the sole purpose of identifying the NATION Technologies Products and shall not be construed as an express warranty or condition. Any suggestions by NATION Technologies or NATION Technologies agents regarding use, applications or suitability of the Products shall not be construed as an express warranty or condition unless confirmed to be such in writing by NATION Technologies.

NATION TECHNOLOGIES MAXIMUM LIABILITY HEREUNDER OR OTHERWISE WITH RESPECT TO CLAIMS CAUSED BY OR ARISING OUT OF ANY PRODUCT SHALL BE LIMITED TO THE PURCHASE PRICE OF THE PRODUCT, REGARDLESS OF THE FORM OR THEORY OF SUCH LIABILITY, INCLUDING NEGLIGENCE, STRICT LIABILITY AND OTHERWISE.

Use of Products

Buyer is solely responsible for the lawful and safe use and operation of the products. Buyer agrees to use the products in strict accordance with all manufacturer instructions and documentation, and any additional instructions and documentation that may be provided by NATION Technologies. Buyer shall indemnify, defend and hold NATION Technologies and its affiliates harmless from and against any and all liabilities, claims, demands, damages, costs and expenses or money judgments (including legal fees) asserted against, incurred by or rendered against any of them from (a) third-party claims or actions for personal injury, death or property damage which arise out of Buyer’s use or misuse of any products, and (b) third-party claims or actions arising from Buyer’s negligence, breach of this Agreement or other acts or omissions.

Force Majeure

NATION Technologies shall not be liable for delays in delivery or failure to manufacture or deliver (a) due to causes beyond its reasonable control; (b) due to acts of God, acts of the Buyer, acts of civil or military authority, priorities, fires, strikes, floods, epidemics, quarantine restrictions, war, riot, delays in transportation or car shortages; (c) due to inability due to causes beyond its reasonable control to obtain necessary labor, materials, components or manufacturing facilities; or (d) due to any other commercial impracticability.

Shipping, Risk of Loss and Title

Buyer shall be responsible for payment of all shipping, freight and insurance charges. Risk of loss shall pass to Buyer at the time the Products are delivered to the shipping carrier. Title shall pass to Buyer upon full payment to NATION Technologies for all Products.

Payment and Taxes

Buyer shall pay the purchase price for the Products in accordance with the payment terms provided for herein. Buyer shall pay interest on any amounts not timely paid to NATION Technologies at the rate of the lesser of (a) 1% per month or (b) the highest rate permitted by applicable law. NATION Technologies prices do not include sales, use, excise or similar taxes. Consequently, in addition to the price specified herein, the amount of any present or future sales, use, excise or other tax applicable to the sale or use of the Products sold hereunder shall be paid by the Buyer, or in lieu thereof the Buyer shall provide NATION Technologies with a tax-exemption certificate acceptable to the taxing authorities.

Buyer’s Financial Condition

If the financial condition of the Buyer at any time is such as to give NATION Technologies, in its judgment, reasonable grounds for insecurity concerning the Buyer's ability to perform his obligations under this contract, NATION Technologies may require full or partial payment in advance or may suspend any further deliveries or continuance of the work to be performed by NATION Technologies until such payment has been received. Failure to furnish such payment within ten (10) days of demand by NATION Technologies shall constitute a repudiation of the contract and in such event NATION Technologies shall be entitled to receive reimbursement for expense and charges as a result of the cancellation. In the event of bankruptcy or insolvency of the Buyer or in the event any proceeding is brought by or against the Buyer under the bankruptcy or insolvency laws, NATION Technologies shall be entitled to cancel any order outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement for any expense or charges as a result of such cancellation.

Security Title and Security Interest

Security title and right of possession to the products sold hereunder shall remain with NATION Technologies until all payments hereunder (including deferred payments whether evidenced by notes or otherwise) shall have been made in full in cash, and the Buyer agrees to do all acts necessary to perfect and maintain such security right and title in NATION Technologies. NATION Technologies shall have and Buyer hereby grants to NATION Technologies a security interest in, lien on and right to possession of the Products until all payments hereunder have been made in full. Upon request of NATION Technologies, Buyer agrees to execute a UCC financing statement and hereby authorizes NATION Technologies to execute such financing statement(s) on Buyer’s behalf.

Assignment, Applicable Law and Jurisdiction

Any assignment of this Agreement, or of any rights or obligations hereunder, by the Buyer or NATION Technologies, without the written consent of the other party shall be void, which consent shall not be unreasonably withheld. This agreement and matters connected with the performance thereof shall be construed, interpreted, applied and governed in all respects by the laws of the State of Florida. Any dispute under or relating to this Agreement shall be resolved in the federal or state courts located in Orlando, Florida.

General

This agreement shall be construed to be between merchants. Except as may be expressly provided to the contrary in writing, the provisions of this contract are for the benefit of the parties hereto and not for any other person. This Agreement contains the entire and only agreement between the parties hereto relating to the subject matter hereof, and any representation, affirmation of fact and course of prior dealings, promise or condition in connection therewith or usage of the trade not incorporated herein shall not be binding on either party. No change, modification, rescission, discharge, abandonment or waiver of these standard conditions of sale shall be binding upon NATION Technologies unless made in writing and signed on its behalf by an authorized employee of NATION Technologies.

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