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Master Solutions Agreement <br /> <br />A-3 <br />Revised August 2022 <br />MSA <br />(f) Products. <br />(i) Purchase Orders. <br />(1) Client may purchase Products under this Agreement through the issuance of Purchase Orders to Trace3. <br />Such Purchase Orders will be deemed to incorporate all of the terms and conditions of this Agreement. <br />(2) Each Purchase Order for Products will reference this Agreement and contain the Deliverable Specifications <br />for such Products (including, without limitation, the type of Products ordered, quantity, price, shipping <br />instructions and requested delivery date). Trace3 will not ship any Products without prior receipt of a <br />Purchase Order. <br />(3) Purchase Orders for Products will be subject to written acceptance by Trace3 and delivery schedules will <br />be established in accordance with Product availability and Client's credit status. <br />(ii) Delivery; Title & Risk of Loss. Delivery of Products is “F.O.B. Destination, freight and insurance prepaid and <br />added.” Title and risk of loss or damage for Products will pass to Client on delivery of such Products by Trace3 <br />or a Products distributor or manufacturer, as applicable, to Client's delivery address. Products are deemed <br />accepted by Client for risk of loss purposes upon actual receipt of delivery by Client at Client's delivery address. <br />Client will reimburse Trace3 for all costs relating to the shipment and insurance of any Products. Trace3 will <br />make reasonable efforts, but will not be obligated, to deliver the Products in accordance with Client's shipping <br />instructions and choice of carrier. Trace3 will make commercially reasonable efforts to deliver all Products on <br />or before the due date as specified in any Purchase Order for such Products. Trace3 will make reasonable <br />efforts to expedite delivery of any "ASAP orders." <br />(iii) Product Prices. Quoted prices for Products may be changed by Trace3 upon 30 days prior written notice to <br />Client (the "Notice Period"). Purchase Orders received by Trace3 (a) before commencement of the Notice <br />Period and which are not shipped prior to the expiration of the Notice Period, and (b) during the Notice Period <br />which specify a delivery date within 30 days following the expiration of the Notice Period, will be invoiced at <br />the previously existing lower price for the Products. <br />(iv) Change Requests, Cancellation and Rescheduling. Any and all changes to previously submitted Purchase <br />Orders sought to be made by Client must be provided in writing from Client and are subject to approval by <br />Trace3. <br />(1) Purchase Orders for Products (including, but not limited to, Products shipped directly from third party <br />OEMs or Distributors) and software may not be cancelled or returned after Trace3 has shipped a product <br />or placed a corresponding order to an applicable third party OEM or Distributor, except upon pre- <br />authorization by Trace3. <br />(2) If Client is permitted by Trace3 to cancel all or any portion of a Purchase Order, it will pay a restocking <br />charge equal to the amount of any restocking charge imposed by the applicable manufacturer or <br />distributor, if any. <br />(3) If Trace3 is unable to meet the requested delivery schedule, it will provide notice to Client as soon as it is <br />reasonably aware of such situation.