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DocuSign Envelope ID:9EAFBE54-OC17-4035-9610-6143BA641245 Tax $0.00
<br /> Shipping and $25.00
<br /> Handling
<br /> Grand Total $2,710.00
<br /> Annual Support and Maintenance Agreement
<br /> Terms and Conditions
<br /> 1.Purchase of Products and Services.The individual or entity designated above as Customer("Customer")agrees to(a)purchase the
<br /> services(which includes use of equipment and cloud data storage, the"Products"during the term of the agreement)and pay the other costs
<br /> included in the Purchase—Total Charges designated as such above(the"Purchase Price"),and(b)subscribe to the monitoring and reporting
<br /> services("Annual Services")available at the SensoScientific Customer Website(the"SensoScientific Portal")and pay the Total Annual Cloud
<br /> and Calibration Services Fees designated as such above("Monitoring Fees")during the term of its subscription.This Sales Quote and the
<br /> terms and conditions contained herein are sometimes referred to as the"Agreement". All orders are subject to acceptance by SensoScientific.
<br /> By issuing a purchase order,signing a quote,or emailing approval for any purchases,Customer hereby acknowledges and agrees to all terms
<br /> and conditions.
<br /> 2.Pricing and Payment.
<br /> (a)Sales Quote prices are expressed in U.S. Dollars,are not subject to offsets or price credits and are based on delivery of the Products
<br /> F.O.B.point of shipment. The Sales Quote is valid for a period of 90 days from the date hereof. Payment Terms are net 30(thirty)days.
<br /> (b)SensoScientific will invoice Customer approximately a month in advance for the Annual Services renewal. Payments for such amounts are
<br /> due within thirty(30)days of the date of invoice.Amounts outstanding past their due dates may be assessed a late fee at SensoScientific's
<br /> sole discretion in the amount of one percent(1.5%)per month or the maximum amount provided by applicable law,whichever is greater.
<br /> SensoScientific shall not be obligated to accept or deliver orders from Customer if Customer does not or later cannot meet SensoScientific's
<br /> credit requirements. If,in SensoScientific's judgment,the Customer's financial condition at any time does not justify continuing production or
<br /> delivery on the above payment terms,SensoScientific may require full or partial payment in advance.
<br /> (c)Prices do not include any taxes,fees,duties,licenses,tariffs or levies,however designated,now or hereafter enacted that are imposed on
<br /> the items listed in this Sales Quote or to any transactions contemplated hereby or to the purchase,sale,transportation,delivery or use of the
<br /> same,all of which shall be paid by the Customer. Taxes will be added to the price where SensoScientific is required by law to collect them and
<br /> will be paid by the Customer unless Customer provides SensoScientific with the proper tax exemption certificate.
<br /> (d) Once an order has been placed,all cancellations and/or returns must be requested in writing within 30 days of placing the order.
<br /> Cancellation or returns are subject to a restocking fee ranging from 20 percent to 40 percent. Customer shall pay for all return shipping for
<br /> any cancellations/returns.
<br /> (e)The minimum customer order value is$75.00.
<br /> 3. Installation of Equipment. If itemized in the Sales Quote above,SensoScientific or a designated installer shall install the Products.At the
<br /> time of installation, more or less equipment and software may be necessary as a result of the conditions present at the installation site.Any
<br /> installation charges, per diem and travel costs listed above are estimates only and shall be adjusted at the time of installation.The Setup Costs
<br /> and Annual Fees will be adjusted up or down based on the Products actually installed and the actual cost of installation,per diem and travel as
<br /> evidenced by the Installation Acceptance Form signed by Customer. Unless Customer otherwise indicates, upon signing of the Installation
<br /> Acceptance Form,it shall be conclusively presumed that said equipment was in good condition when received and that Customer has
<br /> accepted,and approved the same.
<br /> 4.Term and Termination or agreement extension.The subscription to the Monitoring Fees and the obligation to pay Service Fees will continue
<br /> for a term of five(5)years from the effective date of installation or within 15 days after shipment of products,after which it shall continue for
<br /> succeeding five(5)year periods unless Customer shall send written notice to SensoScientific on or before the date which is two(2)months
<br /> prior to the end of the term(or renewal term)of this Agreement.Such renewal shall be upon the same terms and conditions.
<br /> 5.Website Access.SensoScientific shall make commercially reasonable efforts to make the services subscribed to by Customer and
<br /> referenced herein available at the SensoScientific Portal 24 hours a day,365 days each calendar year for Customer.
<br /> 6.Support.SensoScientific shall provide telephonic and email support to Customer at no charge to Customer.SensoScientific shall have the
<br /> right to change the terms of its technical support, including without limitation,the right to limit the amount of technical support and/or charge for
<br /> the same.SensoScientific on-site support is available on a time and materials basis with a minimum of two hours per incident plus actual travel
<br /> expenses.Two(2)weeks advanced notification is provided to users via email before cloud updates are implemented.SensoScientific will
<br /> provide on-going support of cloud ensuring a remission of anticipated or discovered vulnerabilities through maintenance.
<br /> 7.Training. If itemized in the Sales Quote above,SensoScientific will train the individuals designated by Customer during the installation
<br /> process and thereafter will provide either online or on-site training at its then current rates.
<br /> 8.Customer responsibilities:
<br /> a. Customer agrees to provide an available on-site responsible person to help SensoScientific with any issues related to installation or
<br /> maintenance.
<br /> b. For onsite installation,access to all equipment and rooms in locked areas will be made available within 5 minutes upon reasonable
<br /> request.
<br /> c. Customer agrees to provide any and all network information prior to shipment of Products or onsite installation.
<br /> Delays caused by Customer are billable at common published rates beyond the quote or estimate which assumed the above responsibilities
<br /> would be met.
<br /> 9.SensoScientific Limited Warranty.
<br /> (a)For a period of 3 years from the date of installation,SensoScientific will warrant that the Products,together with software and/or firmware
<br /> embedded in any of the Products,are free from defects and materials and workmanship under normal use,subject to the following exceptions
<br /> for software and for equipment not manufactured by SensoScientific:
<br /> (i)Application Exception. Products used in environments where there are extreme changes in temperature such as cooking and chilling where
<br /> sensors may repeatedly go from hot to cold. Food Probes and Transport Sensors and other mobile sensors subject to abuse are warranted for
<br /> three(3)year. NOTE:Any product that demonstrates physical abuse is not covered by the warranty.
<br /> SensoScientific will make its best efforts to complete all repairs or replacements in a timely manner. Resolution will not to exceed 30 days from
<br /> the time the failed product is received and accepted by SensoScientific. All returned products must be accompanied by an authorized Return
<br /> Materials Authorization number(RMA#).
<br /> (ii)Equipment Not Manufactured by SensoScientific.The SensoScientific Limited Warranty does not cover any equipment not manufactured by
<br /> SensoScientific,such as personal computers,adapters,cables,power supplies,antennas,tripods and other miscellaneous equipment.
<br /> (b)SensoScientific shall have the option to repair or replace any items constituting the Products that do not conform to the SensoScientific
<br /> Limited Warranty.SensoScientific may use functionally equivalent items that have been reconditioned,refurbished,or previously returned,or
<br /> new items. No software updates are provided.Repairs of Products not covered by this warranty will be billed according to the repair policy for
<br /> that specific product then in effect.
<br /> (c)The SensoScientific Limited Warranty does not cover:
<br /> (i)Products that are operated in combination with ancillary or peripheral equipment or software not manufactured,furnished,supplied or
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