These terms and conditions of sale are the terms and conditions, which are the basis for all sales. JJWild will not accept any other terms and conditions of sale, unless Buyer and JJWild have executed a Master Purchase Agreement. A fully executed Master Purchase Agreement between the Buyer and JJWild will supersede and replace these terms and conditions. Acceptance of all purchase orders is expressly made conditional upon Buyer’s assent, expressed or implied, to the terms and conditions set forth herein without modification or addition.

1. Acceptance
Buyer’s acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs: (a) Buyer’s making of an offer to purchase Product from JJWild; (b) Buyer’s written acknowledgment hereof; (c) Buyer’s acceptance of any shipment of any part of the items specified for delivery (the “Products”); or (d) any other act or expression of acceptance by Buyer. JJWild’s acceptance is expressly limited to the terms and conditions hereof in their entirety without addition, modification or exception, and any term, condition or proposals hereafter submitted by Buyer (whether oral or in writing) which is inconsistent with or in addition to the terms and conditions set forth hereon is objected to and is hereby rejected by JJWild. JJWild’s silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be JJWild’s acceptance or approval thereof.

2. Delivery
Unless otherwise agreed in writing, title to and all risk of loss or damage with respect to the Products shall pass to Buyer upon shipment for all transactions. Buyer shall promptly notify JJWild, in no event later than five (5) business days after delivery, of any claimed shortages or rejection as to any delivery. Such notice shall be in writing and state the grounds for any such rejection. Failure to give any such notice within such time shall be deemed an acceptance in full of any such delivery. JJWild shall not be liable for any shipment delays beyond the reasonable control of JJWild which affect JJWild or any of JJWild’s suppliers including but not limited to natural disasters, fire, accident, labor dispute, war, insurrection, riot, act of government, act of god, failure of manufacturers or suppliers to provide equipment.

3. Price and Payment
Buyer shall bear all applicable federal, state, municipal, and other government taxes (such as sales, use, vat and similar taxes), as well as import or customs duties, license fees and similar charges, however designated or levied on the sale of the Products (or the delivery thereof) or measured by the purchase price paid for the Products. JJWild, at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters of credit or otherwise. Unless otherwise specified, payment will be due upon presentation of invoice. All unpaid invoices may bear interest at the maximum rate allowed to be contracted for by law, commencing upon the date payment is due. Buyer’s failure to make timely payment may result in such action as commencement of proceedings for collection, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods and termination of (or suspension of performance by JJWild under) any one or more sales agreements. Notwithstanding any “net” payment provisions specified on the invoice, JJWild shall have no continuing obligation to deliver Products on credit, and any credit approval may be withdrawn by JJWild at any time and without prior notice.

4. Products Returns
Return of Products purchased because such Products are claimed to be defective, shall be governed by JJWild Product Return policies in effect on the date of the invoice, or as otherwise provided by JJWild to Buyer in writing. JJWild reserves the right to modify or eliminate such policies at any time. Although JJWild’s policies may permit Buyer to return Products claimed to be defective under certain circumstances, JJWild makes no representations or warranties of any kind with respect to the Products. JJWild HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. JJWild WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF WARRANTY. The right to return defective Products, as previously described, shall constitute JJWild’s sole liability and Buyer’s exclusive remedy in connection with any claim of any kind relating to quality, condition or performance of any Product, whether such claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.

5. Warranty and Licenses
All Equipment is being sold subject to and in accordance with the terms and conditions of the manufacturers’ warranties, if any. Any such warranties shall commence at such time or times as provided thereby and shall be delivered upon delivery of such Equipment. To the extent that a manufacturer has made any warranties or other commitments to JJWild with respect to such Equipment, JJWild hereby assigns, to the extent permissible under applicable law, but effective only upon delivery to Client of such Equipment, all of such warranties and commitments made by manufacturer to JJWild with respect to such Equipment. Except for such proprietary JJWild software, if any as may be identified on a particular order, all Software is sold on a reseller basis and the parties agree and acknowledge that license terms are by and between the Buyer and the Software manufacturer only. Any warranty given by such Software manufacturer via such license shall commence only upon installation and payment in accordance with Section 3 hereto and, where required, when a signed license agreement exists between the Buyer and manufacturer. Licenses may take the form of “break the seal licenses” in which the Software is delivered.

6. JJWild Proprietary Software
If any Product being sold includes or contains software proprietary to JJWild, then the following provisions will apply. The JJWild proprietary software is not being sold by JJWild to the Buyer. JJWild hereby grants to Buyer a perpetual, worldwide, royalty free, non-exclusive license to use such software solely in connection with the use of the related Equipment in which the software is included or with which the software is provided. Buyer is not licensed to use such software in connection with any other application or any purpose, for which it was not intended. Such software contains intellectual property and proprietary information of JJWild. No ownership interest in any intellectual property rights shall pass from JJWild to Buyer. JJWild shall have and retain all intellectual property rights in any developments or improvements to such software. Buyer shall not use such software or permit others to use it, for the purpose of reverse engineering JJWild’s technology. Buyer also agrees not to sell or otherwise provide the software, either directly or as part of the related Equipment, to any person who does not agree to comply with the forgoing.

7. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY, OR ITS DIRECTORS, OFFICERS OR EMPLOYEES, HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCLUDING, BUT NOT LIMITED TO, DAMAGE TO PROPERTY, INJURY TO PERSONS, LOST PROFITS, OR DELAYS OR INCONVENIENCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. JJWild’s LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID BY BUYER TO JJWild FOR THE PARTICULAR PRODUCT WITH RESPECT TO WHICH SUCH CLAIM ARISES AND BUYER’S LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR TO BE PAID BY BUYER TO JJWILD FOR THE PARTICULAR PRODUCT WITH RESPECT TO WHICH SUCH CLAIM ARISES.

8. Services
JJWild installation services may be provided in connection with the purchase by Buyer of Products, to the extent set forth on the JJWild quote referenced in Buyer’s purchase order. Any other technical, support, professional or consulting services by JJWild may require an additional services agreement. Any such additional services agreement, unless expressly providing otherwise, shall be construed in conjunction with these Terms and Conditions.

9. General
These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by JJWild to Buyer and shall supersede all prior offers, negotiations, understandings and agreements. No additional or different terms and conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of JJWild. No additional or different terms and conditions included in any purchase order of Buyer otherwise accepted by JJWild shall be effective. Any waiver by JJWild of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults hereunder. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a wavier thereof or preclude any other exercise of enforcement of rights hereunder. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the Commonwealth of Massachusetts shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions. All sales agreements shall be deemed made in, and shall be governed by, the laws of the Commonwealth of Massachusetts, without regard to principles of conflict of laws that would cause the application of the laws of another jurisdiction.

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