ORDERS – 

Orders resulting from this quotation must be in the form of the buyer’s written purchase order made out to Indicate Technologies Inc; 2065 Martin Ave, Suite 103; Santa Clara, CA 95050.

Indicate Technologies Inc. shall have no obligation in respect to these orders unless, or until, they have been accepted and acknowledged in writing by a duly authorized representative of Indicate Technologies Inc. (herein referred to as ITI) at our General Offices in Santa Clara, California.

No purported acceptance or purchase order on terms and conditions which modify, supersede, or otherwise alter the terms and conditions thereof shall be binding upon ITI and any shipment of goods or performance of services by ITI shall be deemed to be only upon terms and conditions contained herein.

GENERAL TERMS – 

Quotations are in U.S. dollars. Payments shall be made in legal tender of the United States of America or its equivalent.

Terms are as follows, subject to approval by the ITI Accounting department: 100% deposit with order.

Payment for orders to be delivered outside the continental United States will be 100% in advance by certified check or supported by an unconditional, irrevocable, and confirmed letter of credit.

All sales are Ex Works.

Extra charges will be made by ITI for authorized changes.

ITI shall not be liable in damages or otherwise for any delays or inability to perform due to acts of God, fire, public enemy, accidents at the factory, delays in transportation, delays in procuring materials due to delay or inability on the part of material suppliers, strikes or labor disputes in ITI’s factories or in the factories from which material are ordered for the work covered hereby, or in any locality where the work is to be done, or any government order or regulation hindering or rendering impossible the performance of the work in whole or in part hereunder, or any other contingency beyond the control of ITI.

ITI reserves, and by acceptance of this quotation, buyer grants to ITI a purchase money security interest in the equipment and other goods to be sold and any and all replacements, substitutions, and repairs thereto, as well as proceeds of the foregoing for the purpose of securing the purchase price due to ITI.

Buyer agrees to sign any financing statements necessary to protect and continue ITI’s security interest. ITI is granted an irrevocable power of attorney to execute such financing statements on the buyer’s behalf and to the extent permitted by law, ITI may file financing statements without the buyer’s signature.

This quotation is to the buyer herein named and may not be assigned in whole or in part.

PRICES – 

The prices quoted herein for made-to-order products are firm for 30 days from the date of this quotation.

The prices quoted are for the completed product only. Title to all designs, drawings, chart masters, blueprints, and specifications remains in ITI, and such designs, drawings, chart masters, blueprints and specifications or any substantial portion thereof or description thereof are not to be produced or reproduced in any material form without due authority in writing from ITI.

Prices quoted are submitted for prompt acceptance and quotations are subject to revision at any time prior to acceptance. All other prices quoted herein are subject to change without notice. The prevailing prices at the time of shipment will apply.

No federal, state, or local sales, use, excise, or other tax that may be levied or assessed upon the sale or purchase under this quotation is included in the price. Any such tax must be paid by the buyer.

ITI warrants that no price charged is or will be in excess of the lawful maximum price.

DELIVERY – 

The shipping schedule is based upon prompt receipt of all necessary material and information to be supplied by the buyer.

Deliveries are determined from the date of receipt of written purchase orders and/or date of receipt of material that the buyer will supply, whichever is later.

Every reasonable effort will be made to make deliveries within the time specified. Delivery dates are estimates and not guaranteed.

Delivery dates are subject to the effect of priorities or other regulations which are or may be issued by the United States Government or any authorized agency thereof.

ITI reserves the right to render invoices for work completed or in process in the event the buyer requests work stoppage or delay of delivery extending beyond 30 days.

CANCELLATION – 

In the event the buyer requests ITI to stop work or cancel an order or any part of an order, it is understood that cancellation charges will be paid by the buyer on the following basis:

- Standard Equipment, Software, and Accessories:

- 15% if cancellation notice is received more than 30 days prior to the ship date.

- 20% in all other cases.

Custom Equipment, Fixtures, and Software:

- 50% if cancellation notice is received more than 60 days prior to ship date.

- 100% in all other cases.

- Standard Equipment, Software, and Accessories:

- 30% if cancellation notice is received after shipment.

- 50% if cancellation notice is received after installation.

- 100% in all cases.

For work in process, and raw materials or supplies on hand or for which commitments have been made by ITI, the charge will be on the basis of ITI’s total cost plus a percentage of ITI’s anticipated profit.

ITI reserves the right to submit new quotations covering the completion of items that are held up for a period in excess of 60 days by the buyer’s request to stop work.

PRIOR QUOTATIONS – 

It is understood that there are no conditions or agreements outside of this written proposal; that all prior conversations, agreements or representations with reference to its subject matter are hereby superseded; and that the terms and conditions of this quotation will be binding on any and all orders placed on the basis of this quotation.

LIMITED WARRANTY – 

ITI provides NO warranty on the product or service supplied. ITI acts as a distributor for manufacturers of products.

Each manufacturer’s warranty will be supported per our contracts with those manufacturers. See individual manufacturer’s statements of warranty for Details.

In the case of a product or software warranty claim, ITI’s obligations are expressly limited to the facilitation of the warranty claim per our contract with the Manufacturer. Pre-owned product is provided “as is” and has no manufacturer warranty unless expressly stated. In the case of a software warranty claim involving applications work provided by ITI, ITI’s obligation will be solely limited to, at its option, the repair, replacement, or work-around solution to any defective items. In order to qualify for warranty service, a complete description of the problem, with appropriate documentation (such as results, program listing, sample, and program) shall be forwarded to ITI for its inspection.

Warranties are only valid if 1) products, software, and systems are given normal and proper usage, 2) are operated and serviced according to technical documents supplied, and 3) all claims for shortage or defects are filed with ITI in writing within 60 days after the date of shipment. Information contained in manuals is subject to change without notice.

ITI does not warrant that the operation of the system or software will be uninterrupted or error-free. Warranties do not apply to defects resulting from customer supplied or configured computer equipment, operating systems or software, unauthorized alteration or misuse, or operation outside the environmental specifications for the product or software. ITI will not be responsible for product performance when the product is manufactured to the buyer’s own design, prints, and specifications.

THESE WARRANTIES AND ITI’s LIABILITY HEREUNDER ARE THE SOLE AND EXCLUSIVE WARRANTIES AND ARE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL ITI BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES INCLUDING, AND NOT BY WAY OF LIMITATION, LOSS OF PROFITS, AND WITHOUT REGARD TO THE FORM OF THE ACTION OR THE NATURE OF THE CLAIM WHICH IS MADE.