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<br />Step 4: Read and complete this form.
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<br />Stromberg Agreement
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<br />Article I - Terms of Sale
<br />1. Corporate Approval. All orders are subject to the approval of Stromberg
<br />("Stromberg") and are non-cancelable.
<br />2. Terms of Payment. fifty percent (50%) of the Purchase Price ("Initial
<br />Installment") shall be paid at the time Customer signs this Agreement. The
<br />remaining balance ("Purchase Price Balance") shall be due within 30 days of the
<br />Product shipping date or 30 days after installation of the Products or, in any
<br />event, no later than 90 days from the date this Agreement is executed by both
<br />Customer and Stromberg. A 1.5% per month service charge will be added to the
<br />Purchase Price and restocking fee if not paid by the due date.
<br />3. Title and Delivery.
<br />^- All products \\~II be delivered fOB Stromberg's warehouse.
<br />B. Stromberg agrees to use commercially reasonable efforts to fill orders placed
<br />by Customer in accordance with the requested delivery schedule for such
<br />Products.
<br />C. Stromberg shall have no liability for delays in delivery due to causes beyond its
<br />control.
<br />4. Restrictions on Use of Product. Customer agrees that it will not change,
<br />modify, alter, or enhance the Products, and shall not reverse engineer or
<br />decompile the Software. Customer acknowledges and agrees that it shall be solely
<br />responsible for compliance with all applicable laws in connection with the
<br />Products, including, without limitation, state and federal laws relating to use of
<br />biometrlc information.
<br />5. Restocking Fee. If any portion or all of the entire Product order is returned to
<br />Stromberg with or without the consent of Stromberg, Customer ab>rees to pay a
<br />restocking fee equal to fifteen percent (15%) of the Purchase Price of such
<br />Products.
<br />6. Warranty. Stromberg warrants that the Software products shall be free from
<br />defects in materials and workmanship for a period of 90 days from the date of
<br />installation and Hardware products shall be free of defects for a period of 90
<br />days from date of purchase ("\X'arranty Period"). This warranty is extended to the
<br />original Customer only and is subject to all the conditions and limitations set
<br />forth below:
<br />A. Any part or parts found to be defective (except as specifically excluded below)
<br />shall be replaced or repaired by Stromberg, without charge to the Customer
<br />for parts or labor, provided that the Product has been used in accordance with
<br />the Stromberg manual and has not been subject to abuse or tampering.
<br />Stromberg shall pay for the shipment of the Hardware to and from Stromberg
<br />if the defect is co\'ered by warranty, otherwise Customer shall pay shipment
<br />and repair costs.
<br />B. Only Stromberg may make repairs or replacements under this warranty and
<br />repairs and replacements will be made only after Stromberg is notified of the
<br />problem and determines that the problem resulted from defective materials or
<br />workmanship covered under this warranry.
<br />C. In the event a defective Product cannot be repaired or replaced, and such
<br />defect is material to the operation of the Product in accordance with its
<br />specifications, Stromberg shall refund the ("Purchase Price'') Customer paid
<br />for such defective Product.
<br />D. The warranty shall not apply to any Products or parts thereof in the event of:
<br />i.. Damage, defects or malfunctions resulting from misuse, accident, neglect,
<br />tampering, unusual physical or electrical stress or causes other than normal
<br />and intended use (including modification or replacement of any Stromberg
<br />components or any use that is inconsistent with any user documentation);
<br />ii. failure of the Customer to provide and maintain a suitable installation
<br />environment for the Products;
<br />iii.Malfunctions resulting from the use of supplies not approved by
<br />Stromberg; or
<br />iv. Any defect not communicated in writing
<br />expiration of the Warranty Period.
<br />E. No representation or other affirmation of fact including, but not limited to,
<br />statements regarding capacity, suitability for use or performance of the
<br />Products shall be, or'deemed to be, a warranty or representation by Stromberg
<br />for any purpose, or impose any liability, or obligation of Stromberg
<br />whatsoever. The warranties described herein do not cover or apply to
<br />batteries, bar code wands, bulbs, distribution boxes, light bulbs, or third party
<br />software contained in, or associated with, the Products. Said items are
<br />provided by Stromberg to Customer as is \\~thout any condition or warranty.
<br />F. The remedies of repair, replacement or refund set forth herein shall be
<br />Customer's exclusive remedies in the e\"ent of a breach of this warranty.
<br />
<br />Company Name
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<br />7. Limitation on Liability. Except as herein expressly stated, there are no
<br />warranties, expressed or implied, by operation of law or otherwise, made or
<br />authorized to be made regarding the Products furnished hereunder. Stromberg
<br />disclaims any implied warranty of merchantability or fitness for a particular
<br />purpose. In no event shall Stromberg or its affiliates be liable for any incidental,
<br />indirect, special or consequential damages in connection with or arising out of
<br />this agreement or the existence, furnishing, functioning or Customer's use of or
<br />inability to use, any Products or services provided for in this agreement, even if
<br />Stromberg has been advised of the possibility of such damages, whether such
<br />damages arise in an action at law or in equity, for breach of contract, breach of
<br />warranty, product liability, breach of applicable Uniform Commercial Code
<br />provisions, negligence or intentional tort. Stromberg shall not be liable for
<br />Customer's lost profits, loss of business opportunities, loss of savings, or for
<br />exemplary damages. Stromberg shall not be responsible for any obsolescence of
<br />the Products or the Software that may result from changes in Customer's
<br />requirements or Federal, State, or Local law. Customer's sole remedy for liability
<br />of any kind including negligence and breach of this agreement in connection
<br />\\~th or arising out of this agreement and the Stromberg Products, items or
<br />services sold hereunder, shall be limited to the remedies provided in Section 7.
<br />Article II - Software License
<br />1. Software License. In consideration of the payment of the Purchase Price,
<br />Stromberg hereby grants to Customer a nonexclusive, nontransferable limited
<br />license to use the Software ("License"). If the Software purchased hereunder is
<br />embedded in the Hardware, or designed for installation on a central processing
<br />unit, Customer may not use such Software in connection with more than the
<br />number of employees indicated under the heading "Qty" on the order form. If
<br />the Software is designed for installation on individual computers, the Software
<br />may not be installed on more than the number of computers indicated under the
<br />heading "Qty" on the order form. Customer acknowledges such Software may
<br />not be used in connection with a greater number of employees or on a greater
<br />number of computers \\~thout first paying additional fees.
<br />2. Prohibited Acts and Uses. Customer may not use the Software, or any copy,
<br />adaptation, transcription, or merged portion thereof, except as expressly
<br />authorized herein. Customer may not copy, export, publish, disclose to third
<br />parties, change, modify, alter, or enhance the Software or the source code
<br />therefore, and may not reverse engineer or decompile the Software. Customer
<br />may not copy any writren materials provided with the Software \\~thout the prior
<br />approval of Stromberg. Customer may not sell, donate, transfer, assign,
<br />sublicense or distribute the Software, or any trade secrets embodied therein, or
<br />any derivations or adaptations thereof. In the event any Software purchased
<br />hereunder is separate from the Hardware, Customer agrees that it will not use
<br />such Software to process data for third parties or in a service bureau
<br />environment.
<br />3. Additional Restrictions Relating to Third Parry Software. Except as
<br />expressly permitted by this Agreement, Customer may not modify or translate
<br />any third party software contained in, or associated with, the Products, except as
<br />necessary to configure the third party software using the menus, options and
<br />tools provided for such purposes and contained in the third parry software. The
<br />prohibited acts and uses set forth in Section 2 apply to Customer's use of the
<br />third party software.
<br />4. Proprietary Protection of Software. Customer acknowledges that Stromberg is
<br />the sole and exclusive owner of all right, title, and interest in, and to, the
<br />Software, the source code for the Software, and any Stromberg user
<br />documentation. Customer acknowledges that the third party developers are the
<br />sole and exclusive owners of all right, title, and interest in and to the third party
<br />software, the source code for the third party software, and any third party user
<br />documentation.
<br />to Stromberg prior to the 5. Other.
<br />A. If Customer violates Article II, Stromberg, at its discretion, may automatically
<br />and immediately terminate the License.
<br />B. The Software and any copies are protected by United States copyright, patent
<br />laws and international treaty provisions.
<br />C. The parties hereto disclaim the application to this License of the United
<br />Nations 1980 Convention on Contracts for the International Sale of Goods.
<br />D. During the term of this License and for three years after termination of the
<br />License, Customer shall maintain complete records regarding Customer's use
<br />of tile Software. Upon reasonable notice to Customer, Stromberg and/or a
<br />third party developer may audit, at Stromberg or the third party developer's
<br />expense as applicable, Customer's books and records to determine
<br />Customer's compliance hereunder. Third party developers and their suppliers
<br />are third party beneficiaries to this License in connection \\~th Customer's
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