STACKER 500KS USER GUIDE 59
10. Terms and Conditions
STACKER, LLC
TERMS AND CONDITIONS OF SALE & LICENSE
As used herein, “Seller” shall mean Stacker, LLC, a Minnesota limited liability company, or any whollyowned subsidiary of
Stacker, LLC.
These terms and conditions, and any applicable Seller quotation, sales order acknowledgement and Separate Software
License, along with any other documents incorporated by reference in any of the foregoing (hereinafter collectively the
“Agreement”), bind the buyer (“Buyer”) and Seller as to any hardware products sold by Seller to Buyer (“Hardware”), any
services sold by Seller to Buyer (“Services”), and any software (including without limitation, any embedded software)
licensed or sublicensed by Seller to Buyer (“Software”), and constitute the entire agreement between Buyer and Seller
regarding such sale and/or license.
Also as used herein and as applicable: (1) Hardware, Software and Services are collectively, and as applicable, referred
to as “Goods” and (2) the term “Separate Software License” shall mean a set of terms and conditions that govern the
licensing of specific Software and which is communicated to the Buyer by Seller or by a third party software owner.
This Agreement is subject and expressly limited to the terms and conditions contained in this Agreement. Any terms or
conditions stated by the Buyer in any prior, concurrent and/or subsequent request for proposal, offer, purchase order
and/or other documents are deemed by Seller to be a material alteration of this Agreement and are hereby rejected and
inapplicable unless specifically agreed to in writing by an authorized representative of Seller.
Buyer shall be deemed to
have accepted the Agreement and all of its terms and conditions, without exception, if any of the following
events occur: (1) Buyer communicates to Seller its acceptance of the applicable Seller’s quotation and/or sales
documents; (2) Buyer issues Seller a purchase order which includes the same Goods and prices as set forth on
the corresponding Seller’s quotation and/or sales documents; and/or (3) Seller delivers any of the Goods covered
by the applicable Seller’s quotation and/or sales documents.
1.
PRICES:
Except as otherwise set forth in writing by Seller, the price for Goods shall be as set forth in the
applicable Seller’s quotation and/or sales documents, or if the price is not set forth in any such quotation or
documents, in accordance with Seller thencurrent list price. Prices set forth in a Seller’s quotation shall be valid for
thirty (30) days from the date of such quotation.
2.
SHIPPING, RISK AND TITLE:
All shipping dates are approximate and are based on Seller’s prompt receipt of all
necessary information from Buyer to properly process the order. Goods are shipped ExWorks Seller’s facility
(pursuant to Incoterms 2010). Subject to Section 8(a) below, title to the Goods and risk of loss thereto shall transfer
to Buyer upon tender of the Goods to a carrier at Seller’s factory. Buyer shall be responsible for all of the following
related to the Goods: freight, duty and tax costs, risk, securing insurance, customs clearance and related costs, and
arranging for a carrier and determining the method of shipment.
3.
TAXES AND DUTIES
:
Prices do not include applicable taxes, duties or fees, including without limitation, any sales,
excise, value added or goods sold taxes, or any customs duties or fees. Except for taxes due on Seller’s net income,
any taxes, duties or fees payable on any transactions hereunder shall be the responsibility of Buyer, and Seller may
invoice Buyer for any such taxes, duties or fees that are or may be payable by Seller.
4.
PAYMENT
:
(a) Except as otherwise required by Seller in its sole discretion (e.g., payment in advance, payment by letter of
credit), Buyer agrees to pay Seller’s invoice, in U.S. currency, net thirty (30) days from the invoice date.
(b) If any payment owed to Seller hereunder is not paid when due, Seller may charge Buyer a late payment
charge of one and onehalf percent (1½%) per month or, if less, the maximum rate allowed by law, on all past
outstanding balances. In the event Buyer fails to make any payment when due, Seller shall have the right,
among other remedies, to terminate this Agreement or to suspend further delivery of Goods under this and/or
other agreements with Buyer. Buyer shall be liable to Seller for all expenses attendant to collection of any past
due amounts, including without limitation, reasonable attorneys’ fees.
