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12. Delays. Unless specified in writing by JTECH to the contrary, goods in stock shall be shipped immediately upon the signing of
a binding purchase agreement. Goods not in stock will be shipped as soon as possible. JTECH will not be liable for any
nonperformance of the Agreement resulting from this proposal caused by strikes, fires, disasters, riots, acts of God or other
causes or conditions beyond JTECH's reasonable control. In the event of such delay or nonperformance, JTECH may, at its sole
option, and without liability, cancel any portion of the Agreement resulting from this proposal and/or extend any date upon which
any performance is due.
13. Termination. If Buyer (a) fails to pay any amount owed when due, or (b) assigns or transfers the Agreement subsequently
resulting from this proposal without JTECH's prior written consent, or (c) makes an assignment for benefit of creditors, or (d) files
or has filed against it, petition for relief under federal or state bankruptcy laws, or (e) breaches any other term or condition of this
proposal or resultant contract, JTECH may terminate any portion of the agreement resulting from this proposal in addition to
JTECH's other available remedies. If JTECH fails to perform any obligation when due, and if such failure is not remedied within
thirty (30) days after receipt of written notice from Buyer, Buyer may terminate any portion of such Agreement. In all other cases,
the Agreement resulting from this proposal may be terminated by either party by giving sixty (60) days written notice. Termination
of the Agreement, for any reason, shall in no way interfere with the obligation of Buyer to pay all monies payable as of the
effective date of termination or which become payable for Goods ordered and delivered after such termination. If such Agreement
is terminated by Buyer for any reason other than default by JTECH, Buyer shall be liable immediately thereupon, to pay to JTECH
the full contract price for all goods completed by JTECH pursuant to the Agreement and for all work in process at the time of
termination.
14. Returns and Cancellations. Buyer may not cancel any order or return any Goods that have been special or custom ordered,
custom manufactured or configured, unless specifically agreed to in writing to seller in this proposal and in the subsequent
agreement. Returns are subject to a restocking fee that will be due to seller when the goods are received by seller.
15. Patents and Copyrights. In no event shall JTECH be liable for damages arising from infringement of patents or copyrights.
In the event that Buyer should be enjoined in any such suit alleging infringement of patent(s) or copyright(s) or proceeding from
using any of the Goods purchased pursuant to this proposal and subsequent Agreement, JTECH, at its option, shall either (a)
secure termination of the injunction and procure for Buyer the right to use such goods without obligation or liability or (b) replace
or modify said Goods with non infringing materials at JTECH's expense and refund the purchase price of the infringing goods to
Buyer; provided, however, that in no event shall JTECH be liable for or have any obligations under this paragraph if the alleged
infringement is by reason of the specifications provided by Buyer to JTECH under this agreement. The foregoing shall be Buyer's
exclusive remedy against JTECH with respect to any alleged patent or Copyright infringement. The sale of goods does not
convey any license of copyright under any proprietary or patent rights of any manufacturer. JTECH shall not have any liability if
the alleged infringement is based upon the use or application of the Goods in combination with other Goods and Buyer shall
protect, defend, and indemnify JTECH therefrom. JTECH disclaims all other liability for infringement of intellectual property rights
and further disclaims any liability for incidental or consequential damages arising in connection with such infringement.
16. Manufacturer Liability. In addition to JTECH's limited warranty for materials and workmanship as per section 7 herein, and
unless specifically greed to in writing by the manufacturer, JTECH and Buyer, Buyer represents to JTECH and the manufacturer
that the Goods sold pursuant to this proposal and the subsequent resultant Agreement incorporating such of the terms of this
proposal agreed to by JTECH and buyer do not constitute standard components intended for use by Buyer or JTECH in life
support systems, surgical implantation, nuclear facilities, or for any other application in which the failure of the Goods or the
product in which the Goods are to be used could creat
e a sit
uation where personal injury or death may occur.
17. Credit Terms. All orders and shipments shall at all times be subject to the approval of JTECH's credit department. JTECH
reserves the right of declining to make any shipment called for by the contract between seller and buyer whenever, for any
reason, there is doubt in JTECH's sole judgment, as to buyer's willingness or ability to pay for the goods ordered on Buyer's
solvency and JTECH shall not, in such event, be liable for breach or nonperformance of this Agreement in whole or in part.
18. Packaging. Packaging will be standard commercial package and acceptable to commercial carriers. Special customer
packaging will be furnished only when specified and so stated herein and the cost thereof shall have been agreed to by both the
Buyer and JTECH in writing.
19. Substituted or Repaired Goods. If substitute additional or repaired goods are purchased by Buyer from JTECH, the terms
and conditions of this proposal and resultant Agreement shall be applicable thereto, the same as if such substituted, additional or
repaired Goods had been originally purchased hereunder unless specifically stated to the contrary in this proposal or subsequent
resultant Agreement.
20. General Conditions. No agent, salesman or other party is authorized to bind JTECH to any agreement, warranty, statement,
promise or understanding not expressed herein. The sale of Goods pursuant to this proposal and any subsequent resultant
Agreement shall be governed by the laws of the State of Florida. Any notice that is required under the terms of a resultant
Agreement shall be in writing and delivered to the address of the party set forth in the Agreement and shall be effective when
actually received. The remedies reserved by the parties shall be cumulative and in addition to other remedies provided by law.
JTECH shall not be required to proceed with the performance of any obligation under a resultant Agreement so long as Buyer is
in default or in breach of any of Buyer's obligations or agreements herein. Any clerical errors are subject to correction. No delay
or omission by JTECH in exercising any right or remedy under that agreement shall constitute a waiver of such right or remedy.
The waiver, invalidity or unenforceability of any provision in a resultant Agreement shall not affect the validity of the agreement as
a whole or any other provisions herein. An Agreement resulting from this proposal shall be binding upon and shall inure to the
benefit of the successors and assigns of Buyer and JTECH. Buyer may not assign or transfer such Agreement in whole or in part
without the prior written consent of JTECH. For the purposes of such agreement, the Buyer and JTECH agree, notwithstanding
any of the items sold not constituting "goods" as defined in Article 2 of the Uniform Commercial Code as enacted and amended
from time to time in the state of Florida, for the purpose of interpreting this proposal or a resultant Agreement all items shall be
deemed to be such "goods." Buyer agrees that acceptance of this proposal and receipt of shipment from JTECH pursuant
to any resultant Agreement shall constitute acceptance in total of the preceding General Terms and Conditions except
as otherwise agree to in writing by the parties thereto.
General Terms and Conditions
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