Patten Systems, Inc. Terms & Conditions of Sale
Tel: (714) 799-5656 • Fax: (714) 799-5353 15598 Producer Lane, Huntington Beach, CA 92649 www.pattensystems.com 

General
These Sales Terms & Conditions (“Terms”), shall be part of, apply to and govern each and every agreement between Patten Systems, Inc. (“Patten Systems”) and any buyer, purchaser or customer (“Buyer”) from Patten Systems of goods or services. Acceptance by Buyer of any offer reflected in this document is expressly limited to acceptance of the Terms set forth herein, and none others unless expressly assented to in writing by Patten Systems. If your purchase order or other correspondence lists terms that are different from ours, we may process your order, but we do not accept the terms. This offer is limited to the quantities and items specifically mentioned therein and Patten Systems can assume no responsibility for furnishing other equipment or material shown in any plan or specification. Buyer represents and acknowledges that any purchase from Patten Systems is for business use, and is not for personal, family or household purposes. All orders are subject to acceptance by us at our company headquarters. We reserve the right to make changes to these Terms and the version as published at www.pattensystems.com at the time of sale shall govern.

Safety
Products can and do fail. Sound engineering practice demands that whenever equipment failure may result in more than an inconvenience, a completely independent back up system be employed such that failure of either the system or the backup system will not permit a hazardous condition to occur. Buyer is responsible for the material compatibility and process limitations of Products with its use and service conditions. Buyer is responsible to follow all national and local codes that regulate the installation and operation of the Products.

Prices
All prices are based upon the quantity and type of goods ordered and subject to change without notice. Prices will be established at time of order acceptance by Patten Systems, which occurs at time of shipment. Prices for backordered Products are not guaranteed. Clerical errors made by Patten Systems are subject to correction. All sales are made F.O.B. the factory shipping point. Buyer will be responsible for all shipping, handling, and insurance charges, and will reimburse Patten Systems for all shipping, handling and insurance costs. Risk of loss for the Products shall pass to Buyer when the Products are delivered to a common carrier at the shipping point. If partial shipments are made, proportionate payments shall become due and payable on each such shipment. If Patten Systems is not permitted to make shipment within three months by Buyer request, price escalation will apply. The escalated price will be based on the price in effect at time of shipment or on the percentage increase in the Consumer Price Index for the same period. Patten Systems certifies that no price provided for under this order is unlawfully discriminatory.

Credit & Payment
We accept Cash, Credit Cards (VISA and MasterCard) or Purchase Orders (P.O.) from Buyers with approved accounts. Our credit terms are NET due 30 days. We invoice on the day of shipment. Buyer shall furnish to Patten Systems all financial information reasonably requested by Patten Systems from time to time for the purpose of establishing or continuing Buyers credit limit. Buyer agrees that Patten Systems shall have the right to decline to extend credit to Buyer and to require that the applicable purchase price be paid prior to shipment. Buyer shall promptly notify Patten Systems of all changes to Buyer’s name, address, or of the sale of substantially all of its assets. If Buyer fails to comply with these Terms or if Patten Systems has doubt of Buyer’s financial responsibility, Patten Systems may decline to make further shipments except against cash payment. Buyer shall not deduct any amounts owing from any Patten Systems invoice without Patten Systems express written approval. A service charge of the lesser of one and one half percent (1.5%) per month or the maximum amount allowed by law will be charged on all past due balances commencing on the date payment is due. In the event our bank returns a check to us, a $35 fee will be added to your account. Credit accounts may be suspended at any time.

Security Interest
Without reference to the form of invoice, which may be used by Patten Systems, a purchase money security interest in the Products shall remain in Patten Systems as security until the purchase price (including any extensions of payment whether evidenced by note or otherwise) shall be fully paid. The Products shall remain personal property, whatever may be the mode of its attachment to realty or other property, until the purchase price shall be fully paid, and Buyer shall perform all acts that may be necessary to perfect and assure retention of such security interest in Patten Systems. If Buyer fails to make any payment of or an account of the purchase price when due, Patten Systems may at its option take exclusive possession of the Equipment wherever found and remove the Products without legal process, and Buyer shall pay to Patten Systems installation and removal costs plus a use charge equal to 5% of the purchase price per month, or fraction thereof, from the date of shipment, and any payments which have theretofore been made on account of the purchase price of the Products shall be retained by Patten Systems and applied to such costs and charges, with any balance thereof being retained as liquidated damages, without prejudice to its right to recover any further damages which it may suffer from any cause.

Taxes
Liability for all taxes, licenses or other fees imposed by any municipal, state or governmental authority upon the production, sale, shipment and / or use of equipment or services covered by this proposal shall be assumed and paid for by the Buyer and the Buyer shall indemnify Patten Systems against any such liability. Patten Systems will bill applicable sales and / or use taxes unless Buyer furnishes suitable exemption certificate at time of placing order.

Delivery & Shipment
The scheduled shipping or delivery date represents the best estimate by Patten Systems for the time the order will be shipped from the shipping point, and Patten Systems assumes no liability for loss, damage, or incidental or consequential damages due to delays. Patten Systems will only ship goods to an address or freight forwarding company within the United States. When special domestic or export packaging is specified, a charge will be made to cover any extra expense.

Installation
Unless otherwise agreed, the Buyer will install the Products. Patten Systems shall not be liable for any injury to persons or damage to property occurring in the course of or as a result of the presence of its employees, agents or subcontractors on Buyers premises, with respect to installation or subsequent service.

Compliance with U.S Export Laws
All products contained in this proposal are controlled for export or use outside of the United States by the U.S. Department of Commerce. Buyer agrees that it will not export, re-export, or otherwise distribute Products, or direct products thereof, in violation of any export control laws or regulations of the United States. Buyer warrants that it will not export or re-export any Products with knowledge that they will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless Buyer has obtained prior approval from the U.S Department of Commerce. Buyer further warrants that it will not export or re-export, directly or indirectly, any Products to embargoed countries or sell Products to companies or individuals listed on the Denied Persons List published by the U.S. Department of Commerce.

Warranty
The manufacturer or publisher of the Products, if any, provides product warranties. Patten Systems makes no warranties whatsoever. Patten Systems sole obligation (and Buyer’s sole remedy) in the event of breach of any warranty shall be the repair or replacement of defective Products. IN NO EVENT SHALL Patten Systems BE LIEABLE FOR ANY CONSEQUENTIAL DAMAGES OR DAMAGES OF ANY KIND OR NATURE ALLEGED TO HAVE RESULTED FROM ANY BREACH OF WARRANTY. Patten Systems DOES NOT WARRANT THE MERCHANTABILITY OF THE PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE. Patten Systems MAKES NO WARRANTY, EXPRESS OR IMPLIED, OTHER THAN THOSE SPECIFICALLY SET FORTH HERIN.

Limitation of Liability
Patten Systems, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS SHALL NOT BE LIABLE TO BUYER, BUYER’S CUSTOMERS, OR ANY OTHER PARTY FOR ANY LOSS, DAMAGE, OR INJURY THAT RESULTS FROM THE USE OR APPLICATION BY BUYER, BUYER’S CUSTOMERS, OR ANY OTHER PARTY, OF PRODUCTS DELIVERED TO BUYER. Patten Systems SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUE PRODUCTS OR SERVICES, NOR FOR ANY LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMGES OF ANY KIND ARISING OUT OF THIS AGREEMTNH, EVEN IF Patten Systems HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIITED REMEDY. THIS EXCLUSION INCLUES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER. Patten Systems TOTAL LIABILITY UNDER THIS AGREEMET WITH RESPECT TO ANY PRODUCT SOLD HERUNDER SHALL IN NO EVENT EXCEED TH PRICE PAID BY BUYER FOR SUCH PRODUCT OR SERVICE ACTUALLY DELIVERED AND PAID FOR BY BUYER HERUNDER. BUYER
HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS FOR SUCH DAMAGES.

Claims of Infringement
Patten Systems shall have no duty to defend, indemnify, or hold harmless Buyer from and against any or all damages and cost incurred by Buyer arising from the infringement of patents or trademarks or the violation of copyrights by Products.

Catalog & Specification Illustrations
The illustrations and specifications in any document describing the Products are intended to show the general features of the Products, but Patten Systems reserves the right to supply Products of latest design and construction. Specifications and designs are subject to change without notice.

Choice of Law / Forum
Any agreement between Patten Systems and Buyer shall be deemed to be made and entered into the State of California and shall be interpreted in accordance with the laws of that state. Patten Systems and Buyer consent to the jurisdiction of the courts of Orange County, California for adjudication of any dispute relating to or arising out of the sale or the agreement of the parties, and agree that said courts shall be the exclusive forums for adjudication of any such dispute. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

Cancellation and Return Policy
Orders may be cancelled or changed only with Patten Systems written consent and upon payment of reasonable and proper cancellation charges as determined solely by Patten Systems. If the order, or any part thereof, has been shipped, the Products shall be returned only when specifically authorized. Patten Systems shall determine credit for the returned Products after inspection. Buyer shall not return any products without obtaining a Returned Material Authorization number issued by Patten Systems. Buyer shall complete and execute a Product Decontamination Certificate for any Products that have been removed from their original packaging.

Manufacturer, Publisher, and Supplier Restrictions
If the manufacturer or publisher of any Product requires authorization for resale, then Patten Systems will not be obligated to sell such Product to Buyer unless Patten Systems has received notification of such authorization from the manufacturer or publisher. All Products delivered to Buyer hereunder may have additional restrictions on their use required by the manufacturer or publisher. Buyer is solely responsible for ensuring its adherence to any and all such restrictions and requirements. If any supplier prohibits Patten Systems from selling specific Products to Buyer, then Patten Systems reserves the right not to sell such Products to Buyer.

Labor Laws
We certify that the goods furnished in performance of this purchase order were produced in compliance with all applicable labor laws.

Force Majeure
Deliveries may be suspended by either party in case of Act of God, war, riots, fire, explosion, flood, strike, lockout, injunction, or any cause beyond the control of such party, preventing the manufacture, shipment, acceptance or consumption of a shipment of the goods or of the material upon which the manufacture of the goods is dependent. If because of any such circumstance, Patten Systems is unable to supply the total demand for the goods, Patten Systems may allocate its available supply among itself and all of its customers, including those not under contract, in an equitable manner. Such deliveries so suspended shall be canceled without liability, but the contract shall otherwise remain unaffected.

Confidentiality
All information and data included in this proposal quotation and any forthcoming purchase order is the exclusive property of Patten Systems and is strictly confidential between Patten Systems and Buyer and shall not be duplicated, used or disclosed – in whole or in part – for any purpose other than to evaluate this proposal or quotation.

Assignment
No rights or obligations arising under this contract may be assigned or transferred by the Buyer without the prior written consent of Patten Systems.