Terms and conditions

General Terms and Conditions of Sale

1. Order Documentation: Customer orders issued to Intelligent Design Services, Inc. (IDS) for products or service require a purchase order document approved by a duly authorized representative of the customer's organization. The purchase order must be sent to IDS, Customer Service Department by mail, facsimile or electronically. The purchase order must reference the relevant IDS sales quotation number to facilitate acceptance and processing of the order.

2. Order Acceptance: Acceptance of a purchase order by IDS is subject to credit approval and may require a deposit and/or scheduled payments. The terms of this Agreement are expressly set forth herein and no additional terms, including any terms and conditions set forth in Customer's purchase order or otherwise, shall be binding on IDS, unless expressly agreed to in writing and signed by a duly authorized representative of IDS.

3. Payment: Payment for items shipped or services performed is due within 30 days of invoice date. A monthly lat payment processing fee of 1.5% may be charged on balances over 30 days past the invoice date.

4. Collection Cost: Customer agrees to pay all costs and expenses of collection and/or repossession, including attorney's fees incurred by IDS, up to the maximum permitted by applicable state law.

5. Title to Equipment/Security Interest: IDS reserves a security interest in all Products purchased hereunder, until all invoices have been paid in full. A copy of this Agreement may be filed on behalf of IDS with appropriate state authorities at any time as a UCC financing statement. Customer agrees to execute such other agreements and UCC financing statements presented by IDS for the purpose of perfecting its security interests and grants IDS the right and power to sign customer's name to any documents for the protection of such security interest. Customer shall acquire unencumbered title to the Products, including all additions thereto, except for any licensed software, upon payment in full of the purchase price, including all additions thereto, plus all applicable taxes, to IDS. As long as any part of the purchase price is due or any part of the additions thereto, remains outstanding, IDS shall retain a security interest in title to the Products.

6. Shipping Terms: Customer orders are shipped FOB, Origin or FOB Shipping Point. All costs associated with but not limited to shipping, delivery, handling and insurance are the responsibility of the customer. Any orders shipped FOB Destination shall be subject to a handling charge for shipping, delivery, handling and insurance.

7. Risk of Loss: Delivery shall be complete and risk of loss shall pass to customer when the Products are placed in the possession of the carrier, notwithstanding retention of security interest in the title by IDS as provided in 5 above.

8. Force Majure: IDS shall have no liability for delays, failure in performance or damages due to fire, explosion, lightning, pest damage, power surges or failures, strikes or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure materials, components, equipment or items of a similar nature, transportation facilities, fuel or energy shortages, acts or causes beyond the control of IDS whether or not similar to the foregoing.

9. Taxes: All taxes required to be collected by IDS or paid by the customer directly, including but not limited to sales and use tax, excise tax, custom duties, and other such taxes and levies as assessed by local, state and federal governments within the appropriate jurisdiction are the sole responsibility of the customer unless a valid tax exemption certificate or appropriate government document is provided and on file with IDS.

10. Delivery, Installation and Acceptance: IDS shall ship by carrier and install the Products at the premises designated by the customer. IDS shall use its best efforts to complete the installation by a mutually agreed upon date with the customer. Minor omissions or variances in performance of the Products, which do not materially affect the operation of the system as a whole, shall not affect or postpone acceptance and payment unless mutually agreed upon by the customer and an authorized representative of IDS.

11. Conditions for Installation Access: Customer shall make available a place in their premises for installation of the products which meets certain environmental and other specifications including, without limitation, those specifications set forth by manufacturer and/or IDS as necessary. Customer shall also permit or arrange for access to the premises for IDS installation and service personnel, and shall provide a suitable protected area for storage of the products pending installation. Customer shall supply all supplemental products as designated by an authorized IDS representative.

12. Electrical Considerations: Product malfunctions can be caused by electrical fluctuations. Customer agrees that it has been made aware of and implemented the recommended preventative measures.

13. Third Party Equipment: The decision to acquire hardware, software (in any form), supplies or service from parties other than IDS (Third Party Equipment) is customer's decision, even if IDS aids customer to identify, evaluate or select same. EXCEPT AS SPECIFICALLY AGREED TO IN WRITING, IDS IS NOT RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS LIABILITY FOR, PERFORMANCE OR QUALITY OF THIRD PARTY PRODUCTS OR THEIR SUPPLIERS, AND THEIR FAILURE WILL NOT AFFECT CUSTOMER OBLIGATIONS TO IDS. Any claim that customer has in connection with Third Party Equipment and any remedies for such claim shall be made by customer against the supplier of such Third Party Equipment.

14. Limited Warranty: All products are sold and/or licensed subject to the manufacturer's limited warranty, if any, which accompanies the products. IDS makes no warranties or representations as to performance of any product or service. No person is authorized to assume any obligation or make any promise or offer on behalf of IDS in conflict with the foregoing in connection with the sale of the products and services. All implied warranties, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose are hereby excluded. IDS shall not be liable for any loss or damages claimed to have resulted from the use, operation or performance of the products, or products damaged or rendered unserviceable by acts of non-IDS personnel, vandalism, theft, the elements or other peril, or the moving, relocation or alteration of the products not authorized by IDS, regardless of the form of action, except for loss or damages caused by the sole negligence of IDS. Notwithstanding any provision contained herein to the contrary, the maximum liability to IDS to any person or entity whatsoever arising out of or in connection with any sale, license, use of other employment of any of the products delivered hereunder whether such liability arises from any claim based upon contract, warranty, tort, or otherwise, shall in no case exceed the actual amount paid to IDS hereunder for the specific products that caused the damages. In no event shall IDS be liable for special, indirect, incidental or consequential damages or for any damage resulting from loss of use, data or profits. Certain states have laws which require warranty and liability rights different from those stated herein. In such states certain minimum required warranty and liability terms may apply.

15. Product Returns: Products which are unused, and in as-new condition and in their original packaging may be returned for credit, freight and insurance prepaid, within thirty (30) days of the original invoice date and may be subject to a restocking charge of up to 15% of the original invoice price. Products meeting the above criteria may be returned for credit after thirty (30) days from the date of invoice and will be subject to a minimum restocking charge of 15% of the invoice price. No products will be accepted for return under any circumstances after ninety (90) days from the date of original invoice. No returns will be accepted without a Return Material Authorization (RMA) number. Prior to return, customer must contact IDS for an RMA number and the address for delivery of the returned products. All sales of electrical/electronic goods such as light bulbs, printed circuit board assemblies, etc., and special orders, custom, demonstration, surplus or used products are final and they may not be returned for credit under any circumstances. IDS reserves the right to refuse the return of products at any time contingent upon condition and age of the product.

16. RMA Number: TO INSURE PROPER HANDLING AND CREDIT, NO PRODUCTS ARE TO BE RETURNED TO IDS WITHOUT AN RMA NUMBER. The RMA number will appear on the return shipping label, which will be included in the packaging of the replacement item.

17. Defects in Products: In the event of a defect in a Product, and upon written notification by customer to IDS of such defect, IDS shall have the option subject to the manufacturer's warranty, to repair or replace the defective part, and such repair or replacement shall be customer's sole and exclusive remedy. All replaced parts shall become the property of IDS.

18. Product Service: Equipment service will be performed by IDS service personnel pursuant to a Product Service work order and the appropriate customer order documentation. Service work is performed during normal business hours of 8AM to 5PM, Monday through Friday, except for holidays observed by IDS. Equipment service will be performed at the customer's site, the appropriate IDS service location or coordinated by IDS with the appropriate manufacturer of the equipment. Product Service includes equipment repair, installations and calibrations. Equipment sent to IDS service locations must be shipped prepaid and insured by customer. All shipping, delivery, handling and insurance costs to and from IDS are the responsibility of the customer. Product Service performed by IDS is subject to the applicable labor rates, material, travel and other costs as required. Taxes applicable to the work performed are the responsibility of the customer.

19. Condition of Service: IDS's obligation to perform service is conditioned upon the equipment not having been altered or repaired by any party other than IDS without IDS's written consent, and the malfunction not being the result of mishandling, abuse, misuse or improper storage, installation, maintenance, or operation by other than IDS (including use in conjunction with equipment electronically or mechanically incompatible) and upon the equipment not having been damaged by fire, explosion, power failure, any act of God, or by any other cause whatsoever.

20. Additional Services: Upon customer's request, IDS shall perform the installation of additions to the equipment, moves and changes of the equipment and the features associated herewith, and the repair or replacement of equipment which has malfunctioned. These services (additional services) shall be at customer's sole expense, at IDS's applicable rates for material and labor thereof.

21. Product Service Contracts: Maintenance and repair contracts are available upon request. Service contract must be for a minimum of one year. Further information can be obtained by contacting the IDS Product Service Manager at the Decatur, Indiana office.

22. Cancellation/Termination: Cancellation of all or a portion of an order is dependent on the status of the order and the Products. IDS reserves the right to apply cancellation fees to compensate for the costs related to the cancellation. The decision respecting cancellation is subject to review and acceptance by a duly authorized representative of IDS. If customer cancels an entire or substantial part of an order after it has been accepted by IDS, customer must pay a minimum fee equal to 10% of the purchase price for the canceled products. Customer orders that include custom or special order equipment are not subject to cancellation or termination by the Customer.

23. Default: If customer breaches any provision of this Agreement, including, without limitation, its payment obligations, customer shall be in default hereunder, and all unpaid amounts shall, at the option of IDS, become immediately due and payable. Upon customer default, IDS shall have all the rights and remedies of a secured party under the Uniform Commercial Code, and any other applicable laws. IDS shall be entitled to recover reasonable attorney's fees and costs of collection associated with enforcing its rights hereunder.

24. Enforceability: If any provision of these terms and conditions shall be held to be invalid, illegal or unenforceable, customer and IDS agree that the remaining provisions shall not be affected.

25. Actions: No action, regardless of form, may be brought by either party, except by IDS for nonpayment by customer, more than one year after the cause of action has arisen. This agreement shall be governed by and shall be construed in accordance with the laws of the State of Indiana, without respect to its conflicts of law provisions. The parties hereby agree that any and all actions brought to enforce any rights or obligations hereunder shall only be brought in the appropriate forum in the State of Indiana. The parties hereby waive any objections to personal jurisdiction and venue for purposes of effectuating this provision.

26. Entire Agreement: These terms and conditions represent the entire understanding between IDS and customer with respect to the sale and installation of the Products and all other matters contained herein, and supersedes any prior agreement and negotiations between the parties. This Agreement shall be governed by and construed in accordance with the State of Indiana.

27. Authority: IDS and customer each represent that they have the power and authority to acknowledge and accept these terms and conditions and constitutes a valid and binding obligation of each party.