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<br />CROSSMATCH'" -
<br />Purclmse Order# A f>l9 ,. '-\:I 4-
<br />Quote Number: 01792806
<br />STANDARD SALES TERMS AND CONDITIONS
<br />1) Terms of Order. If the purclmser is an Eligible Ent ity authorized to use GSA sources of supply and services and is purchnsing the
<br />specified items 1mder Crossmatch's GSA Schedule Number GS-35F-O l 99R;, the tenns and conditions of GSA Schedule Number GS-35F-0l99R
<br />will govern and these Standard Sales Tenns and Conditions will not apply. For nil other purchasers, the tenns contained herein shall govem
<br />unless there is an existing signed agreement between Purchaser and Crossmatch with respect to the products to be purchased. Notwithstanding
<br />any term or provision to the contrary contained in any Purchase Order, upon Purchaser's written acknowledgement below, the tenns of this
<br />Agreement shall apply to Purchaser's Purchase Orders for the quoted products. In no event shall the pre-printed tenns and conditions of any
<br />Purchase Order alter, amend or supersede any provision of this Agreement. In the case of any conflict between the tenus ofa Purchase Order and
<br />the tenns of this Agreement, the tenns of this Agreement shall prevail. An omission of reference to this Agreement inn Purchase Order shall not
<br />a ffect the application of this Agreement to such Purchase Order.
<br />2) Prices, Unless otherwise indicated, pdces for products and associated support services are film fixed price (FFP). Pricing remains
<br />valid for 90 calendar days frorn 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 time. All
<br />applicable taxes shall be paid by Purchaser including applicable sales tax unless a valid sales taJC exemption certificate is provided.
<br />3) Shipment: Shipment date(s) provided in the quotation or in confinnntion of the Purchase Order is/ure approximate and subject to
<br />change. Cross 11111tcli shall 110L be li n~fo for any dcl ny~ in shipm uht wh ic h nre caused by om:nls beyond tho control of Crossmntch inoluding, but
<br />not limit<:d to , dcl nya caused by ln1.1c~111:nl o or in com plete data, clUlnges or revisions in th.e work to be perforn ,ed , Purchase r's insu ffi cii:rtt en:d!t 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 fonn evidencing transfer of title and transfer of risk of loss from Crossmatch to Purchaser. Purchaser is responsible for all costs
<br />associnted with shipping the equipment to a storage facility or from said storage facility to the destination point in addition to all costs associnted
<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 shnll 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 pucchase price has been received by Crossmatcb .
<br />Any claim by Purchaser against Crossmatch for shortage or dnmage occurring p1ior to delivery must be made in writing within ten (10) calendar
<br />days after receipt of shipment and accompanied by an otiginal trnnspmtation 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 wdting 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 Delnys: Crossmatch shall not be liable for any failure to continue to perfonn as required or meet the delivery date if such
<br />failure is due to the non-perfonnance 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, lnck of, incomplete or inaccurate infonnation
<br />provid ed by the Purchn sor, or any other cttuse lhnL is ou!~id o of Cross mulQ h 's cont ro l. In an y such event the Parties will mutually develop a
<br />crit!Qll l-palh in which per foon ance ancVor sclJ!)d nl,e is re -cJe lin~d and any cqui tnble 11ttjushnent In price is finalized.
<br />7) Changes: Purchaser may rnake changes to the specific products/services being ordered , quantity, schedule and/or, the customization
<br />requirements of a product or service or any other pmvision of the Purchase Order or quotation providing such change is communicated in
<br />advance and in wdting 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 w1iting no later than five (5) days from the date of receipt by Crossmatch of such request from
<br />r,uro_hllS!\r. Cross mntch will ~11t,1i1it n R.:q ueil fu,r Eq11ilnble Aclju stmon1 or Change Ordqr ll,l'Ot tnsal which Ute Ptutics shall mm11111l y negotiate and
<br />si1cl i will be J11oorp Qmt1:d into. the P1lrol.1usc Order or qu otation by wri tt en bi-lalero l i'i'mCJ1dm cnl or Change (;)rder ("Change -Orde r"'),
<br />8) Installation and Training. If installation and training services are purchased, Purchaser shall appoint a contact person to coordinate
<br />the 1µ;11dlnt_ q_11 to be f>~'l'fom1 0:d by C:rossmnt ch , lw agent or co111mct\lf. 'fho number of.days allocated, and cl.inrges for i11stollatlo11 and !m in ing oro
<br />stntcd h1;i-cl, , If Orossu mtch ,.annot complete th e in$IOlln tion or ex tens ions in to nd ditlonal days or add itional trips are caused by P\irobascr 's
<br />fniluro to complolc its nssi gncd trud<.ii, or iss ues boyoml the reas onable control of Crossmatch such as, but not limited to, Purchnser 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 cnncels 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 nonnal service and under nonnal conditions for a period of one ( l) year from the date of shipment. Normal service and nonnal
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<br />Crossmatch 3950 RCA Blvd Suite 5001, Palm Beach Gardens, FL 33410
<br />http://www.crossmatch.com
<br />November 2011
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