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<br />CROSSMATCK��
<br />Quote firer. 01-791-2806-
<br />STANDARD
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<br />STANDARD SALES TERMS AND CONDITIONS
<br />Purchase Order #
<br />1) Terms of Order. If the purchaser is an Eligible Entity authorized to use GSA sources of supply and services and is purchasing the
<br />specified items under Crossmatch's GSA Schedule Number GS -35F -0199R;, the terms and conditions of GSA Schedule Number GS -35F -0199R
<br />will govern and these Standard Sales Terns and Conditions will not apply. For all other purchasers, the tenns contained herein shall govern
<br />unless there is an existing signed agreement between Purchaser and Crossmatch with respect to the products to be purchased. Notwithstanding
<br />any tern or provision to the contrary contained in any Purchase Order, upon Purchaser's written acknowledgement below, the terns of this
<br />Agreement shall apply to Purchaser's Purchase Orders for the quoted products. In no event shall the pre-printed terns and conditions of any
<br />Purchase Order alter, amend or supersede any provision of this Agreement. In the case of any conflict between the terns of a Purchase Order and
<br />the terns of this Agreement, the terns of this Agreement shall prevail. An omission of reference to this Agreement in a Purchase Order shall not
<br />affect the application of this Agreement to such Purchase Order.
<br />2) Prices. Unless otherwise indicated, prices for products and associated support services are firm fixed price (FFP). Pricing remains
<br />valid for 90 calendar days from the date of quotation, unless otherwise specified by Quote Expiration above. All sales are final; no refunds,
<br />credits or exchanges will be accepted. The price for the products does not include sales, use, excise or similar taxes assessed at any tune. All
<br />applicable taxes shall be paid by Purchaser including applicable sales tax unless a valid sales tax exemption certificate is provided.
<br />3) Shipment: Shipment date(s) provided in the quotation or in confirmation of the Purchase Order is/are approximate and subject to
<br />change. Crossmatch shall not be liable for any delays in shipment which are caused by events beyond the control of Crossmatch including, but
<br />not limited to, delays caused by inaccurate or incomplete data, changes or revisions in the work to be performed, Purchaser's insufficient credit or
<br />financing, acts of Purchaser or Purchaser's agent, Force Majeure, accidents, strikes, inability to obtain labor or materials, or delay in
<br />transportation.
<br />4) Storage: Once Purchaser has been notified that its order is ready for shipment, if Purchaser requests that the order (in whole or in part)
<br />not be shipped until a later date, the equipment will be segregated from other inventory. Purchaser will be required to execute Crossmatch's
<br />Transfer- of Title form evidencing transfer- of title and transfer of risk of loss from Crossmatch to Purchaser. Purchaser is responsible for all costs
<br />associated with shipping the equipment to a storage facility or from said storage facility to the destination point in addition to all costs associated
<br />with insurance and storage fees.
<br />5) Title & Risk of Loss: Crossmatch's prices are F.O.B. Crossmatch's Factory and are exclusive of taxes, shipping, handling and
<br />insurance. Title to all equipment and risk of loss, deterioration or damage shall pass to Purchaser upon delivery to a carrier; except that a security
<br />interest in the equipment or any replacement shall remain in Crossmatch's name until the full purchase price has been received by Crossmatch.
<br />Any claire by Purchaser against Crossmatch for shortage or damage occurring prior to delivery must be made in writing within ten (10) calendar
<br />days after receipt of shipment and accompanied by an original transportation bill signed by the carrier noting that carrier received goods from
<br />Crossmatch in the condition claimed. Crossmatch shall have the right to ship all goods at one time or in portions, within the time for shipping
<br />provided in such order, unless specifically requested in writing by the Purchaser that these shipments be made in total by a date certain. Any
<br />shipments returned to Crossmatch as a result of Purchaser's unexcused delay or failure to accept delivery will require Purchaser to pay all
<br />additional costs incurred by Crossmatch, including any storage costs as discussed above.
<br />6) Excusable Delays: Crossmatch shall not be liable for any failure to continue to perform as required or meet the delivery date if such
<br />failure is due to the non-performance of the Purchaser or third party and/or due to a reason beyond its reasonable control. Such events also
<br />include without limitation, acts or omissions of carriers, labor difficulties, shortages, Force Majeure, lack of, incomplete or inaccurate information
<br />provided by the Purchaser, or any other cause that is outside of Crossmatch's control. In any such event the Parties will mutually develop a
<br />critical path in which performance and/or schedule is re -defined and any equitable adjustment in price is finalized.
<br />7) Changes: Purchaser may make changes to the specific products/services being ordered, quantity, schedule and/or, the customization
<br />requirements of a product or service or any other provision of the Purchase Order or quotation providing such change is communicated in
<br />advance and in writing to Crossmatch. If any such change causes a change in the price, schedule or other provision of the quote or Purchase
<br />Order, Crossmatch shall notify Purchaser in writing no later than five (5) days from the date of receipt by Crossmatch of such request from
<br />Purchaser. Crossmatch will submit a Request for Equitable Adjustment or Change Order proposal which the Parties shall mutually negotiate and
<br />such will be incorporated into the Purchase Order or quotation by written bi-lateral Amendment or Change Order ("Change Order").
<br />8) Installation and Training. If installation and training services are purchased, Purchaser shall appoint a contact person to coordinate
<br />the installation to be perfonned by Crossmatch, its agent or contractor. The number of days allocated, and charges for installation and training are
<br />stated herein. If Crossmatch cannot complete the installation or extensions into additional days or additional trips are caused by Purchaser's
<br />failure to complete its assigned tasks, or issues beyond the reasonable control of Crossmatch such as, but not limited to, Purchaser network
<br />problems, Purchaser firewall problems or delays of schedule due to unavailability of Purchaser resources, Purchaser shall be responsible for
<br />additional charges required to complete the installation. Such charges shall be billable at Crossmatch's rates in effect at the time of the service
<br />extension or additional trip. A minimum charge of $500 will be assessed if Purchaser cancels or re -schedules on-site installation and/or training
<br />within 14 days of the originally scheduled installation. Upon completion of installation and training (including delivery of the training materials),
<br />Purchaser agrees to sign Crossmatch's Professional Services Acceptance Form acknowledging receipt of installation and training services within
<br />fifteen (15) days from the completion date. If Purchaser fails to respond within fifteen (15) days from the completion date, installation and
<br />training will be deemed accepted.
<br />9) Limited Warranty: Crossmatch warrants that the hardware products purchased will be free from defects in material and
<br />workmanship in normal service and under normal conditions for a period of one (1) year from the date of shipment. Nonnal service and normal
<br />Crossmatch 3950 RCA Blvd Suite 5001, Palm Beach Gardens, FL 33410
<br />htt www.crossmatch.com
<br />November 2017
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