GENERAL TERMS AND CONDITIONS OF SALE

These General Terms and Conditions of Sale (these “Terms”) govern the sale of products ("Products") and services (“Services”) by Howard Technology Solutions, a division of Howard Industries, Inc. (“Howard”), to the purchaser of same ("Purchaser") (each a “Party”, and, collectively, the “Parties”). These Terms are subject to change without prior notice, except that the version in effect at the time Purchaser places an order will govern the order in question unless otherwise agreed in writing by Howard and Purchaser. Notwithstanding anything herein to the contrary, if a written contract signed by both Howard and Purchaser is in existence covering the sale and purchase of such Products and/or Services, the terms and conditions of said contract shall govern as between the Parties to the extent of any conflicts between this Agreement and such contract. To the extent applicable law prohibits or dictates certain terms between the Parties contrary to those set forth in this Agreement, the terms of this Agreement shall be deemed modified to conform therewith.

A valid written quotation, statement of work, specifications and/or other similar document(s) issued by Howard describing the Products and/or Services to be purchased by Purchaser from or through Howard (collectively, the "Quotation"), together with these Terms (collectively, this “Agreement”), comprise the entire agreement between Howard and Purchaser relating to the Products or Services that are the subject of such Quotation, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties and communications, both written and oral, concerning such Products and Services. In the event of any inconsistency or conflict between these Terms and the Quotation, the Quotation shall control. Purchaser’s submission of a purchase order constitutes Purchaser’s acceptance of, and agreement with, the terms and conditions of this Agreement as exclusively governing its purchase of the subject Products and/or Services. Purchaser must submit a purchase order in a form reasonably required by Howard. Purchaser’s purchase order shall reference the applicable Quotation number and identify, consistent with the Quotation, the specific Products and/or Services ordered, quantities, delivery dates, shipping information and other similar project-specific terms that may vary from order to order, and no other terms of Purchaser, including any general, standard or pre-printed terms and conditions of Purchaser’s purchase order, shall have any force or effect whatsoever. For the avoidance of doubt, Howard objects to, and is not bound by, any terms or conditions that are in addition to, differ from, or modify the terms and conditions of this Agreement as defined herein, and no action by Howard (including acknowledgement, acceptance or fulfilment of a purchase order) shall be construed as acceptance of any such additional or differing terms or conditions. Notwithstanding anything to the contrary, it is expressly understood that Howard may, in its sole discretion, accept, reject or elect not to fulfill any purchase order without penalty or liability to Purchaser.

Price; Shipping; Delivery
All price quotes by Howard are in U.S. Dollars and are valid for thirty (30) days. All orders are subject to prior credit approval by Howard. Howard hereby reserves the right to unilaterally withdraw and/or revise any Quotation or quoted prices at any time, including in the event its manufacturing or procurement costs increase due to the imposition by the United States or any other country of new or higher tariff(s) or other similar taxes, duties, fees or charges, or if Purchaser requests changes to the schedule or scope of any project or fails to meet its obligations hereunder. Unless different shipping terms are set forth on the Quotation or otherwise agreed to by Howard in writing, all Product pricing is F.O.B. Howard’s or its supplier’s or designee’s facility for domestic Purchasers and EXW Howard’s or its supplier’s or designee’s facility for international Purchasers and does not include transportation, shipping, packaging, handling, loading, unloading or insurance fees or costs, sales, use or excise taxes, or any other similar taxes, fees or charges of any kind imposed by any governmental authority related to the Products (“Shipping Costs”), all of which are the sole responsibility of Purchaser. Howard may agree to make additional or different shipping arrangements per Purchaser’s request, but, in any event, all Shipping Costs will be paid by Purchaser unless agreed to by Howard in writing.

The Products will be packaged using Howard's or its supplier’s or designee’s standard methods for packaging. There may be only one destination per order. Howard may, in its sole discretion, without liability or penalty, make partial shipments of Products. Each shipment will constitute a separate sale, and Purchaser shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Purchaser’s order. If Products are not picked up in accordance with the agreed upon shipment dates and delivery location, such order(s) shall be treated as cancelled.

Purchaser is responsible for inspecting all Products at the time of delivery. All displays and televisions must be opened and checked for damage at the time of delivery.  Any obviously-damaged boxes should be opened and contents inspected for damage at time of delivery.  Any damage must be reported to the carrier and to Howard immediately. Purchaser will be responsible for full replacement cost of any damaged Product that Purchaser accepts for delivery without conducting the timely inspection described above.

Title and Risk of Loss

Title and risk of loss to the Products shall pass when delivered to the carrier at Howard’s or its supplier’s or designee’s facility or other agreed-upon delivery location. Purchaser hereby grants Howard a security interest in the Products and their proceeds until paid for in full. Title to software will remain with the licensor of such software, and Purchaser’s rights therein will be as set forth in the end-user license or other applicable agreement between Purchaser and such licensor.

No Damages for Delay
Howard shall use commercially reasonable efforts to meet requested delivery dates or performance schedules for Products and Services, but Purchaser shall not be entitled to monetary compensation for any delay unless otherwise expressly agreed to in a writing signed by Howard. Purchaser hereby waives and releases Howard from liability for any and all losses, costs, expenses, or other damages arising out of any delays in delivery or performance.

Payment
Unless other payment terms are set forth in the Quotation or are otherwise agreed to in a writing signed by Howard, payments for domestic orders are due net thirty (30) days from date of invoice, without any right to set-off for any amount by reason of a claim or dispute with Howard. International Purchasers will typically be required to pay for orders in full, via wire transfer, prior to commencement of fulfillment of the order. All payments must be in U.S. Dollars. The full agreed-upon price for Products, including AV or other equipment which will be installed at a later date, will typically be invoiced upon delivery of the Products, whether delivered to the Purchaser’s facility or to another location designated by the Purchaser. Payment of 50% of the total agreed-upon cost for Services performed on a project will be due and payable upon 75% of Project completion. The remaining 50% of the agreed-upon labor cost for the project will be due and payable upon completion and Purchaser sign-off. Howard reserves the right in its discretion to invoice for Services monthly or progressively depending on the nature of a particular project or other circumstances. A 3% surcharge will be added to payments made by credit card. Notwithstanding the above, Howard reserves the right, at its option, to modify the above payment terms, including, for example, permitting payment after production but prior to delivery, upon delivery and/or by irrevocable letter of credit issued or confirmed by a bank in the United States acceptable to Howard. Late payments shall bear interest from and after the due date at a monthly rate equal to five percent (5%). In the event Purchaser is in breach of this Agreement, is late on any payment(s) or if Howard believes Purchaser is or may be unable to pay, or for any other reason in Howard’s sole discretion, Howard may: (i) accelerate the due date of all outstanding invoices and require that all outstanding invoices, including any interest thereon, be immediately due and payable in full; (ii) stop all work under any order until Howard receives either payment or assurances of payment satisfactory to Howard; (iii) require prepayment for purchase orders; and/or (iv) delay shipments.

Purchaser Cooperation and Compliance with Laws
Purchaser shall cooperate and assist Howard by responding promptly to any request for direction, information, materials, approvals, authorizations, decisions and/or access to Purchaser’s premises or facilities as may be reasonably necessary to facilitate delivery of Products and/or the performance of the Services by Howard. Purchaser shall comply with all applicable laws in relation to the Services and obtain and maintain all licenses, permissions, authorizations, consents, and permits needed to facilitate performance hereunder.

Howard reserves the right in its discretion to add additional charges and/or to change the quoted price(s) for any project in the event of circumstances warranting such modifications, including: (i) if for any reason Purchaser changes the start date of a project within 5 days of the scheduled start date; (ii) if Howard is delayed during the installation or other stage of a project as a result of lack of accessibility to necessary facilities or equipment, the presence or status of other trades or contractors, faulty or incompatible equipment that is not provided by Howard, or for any other reason beyond Howard’s control or responsibility; (iii) if the scope of a project, including as will typically be set forth in a mutually agreed-upon statement of work, is changed for any reason;  or (iv) if obstacles or limitations require the use of additional or different measures to achieve installation of equipment pursuant to the manufacturer’s recommendations.

Warranties; Returns; Remedies

Product Warranty

• Howard’s Standard Limited Product Warranties. The product warranties extended by Howard for Howard-branded Products are exclusively as set forth in Howard's Product-specific written standard limited warranty applicable to the purchased Product which is in force when the Product is shipped (the “Standard Limited Warranty”).   The Standard Limited Warranty may be included with the Product, and is available at https://www.howardcomputers.com/support/warranties.cfm. The applicable Standard Limited Warranty may also be obtained by calling 1-888-912-3151 or emailing webmaster@howardcomputers.com.  The Standard Limited Warranty for each applicable Product, including the limitations, restrictions, exceptions, exclusions, conditions and/or disclaimers contained therein, is fully adopted and incorporated herein by reference. 

• Exclusive Remedy. THE REMEDIES SET FORTH IN HOWARD’S STANDARD LIMITED WARRANTY APPLICABLE TO A PARTICULAR HOWARD-BRANDED PRODUCT SHALL BE PURCHASER’S SOLE AND EXCLUSIVE REMEDY AND HOWARD’S ENTIRE LIABILITY FOR ANY BREACH OF ANY WARRANTY RELATED TO SUCH PRODUCT.

• No Warranty for Third-Party Products. Howard’s Standard Limited Warranty does not cover any products manufactured by a third-party. This includes third-party Products that may be contained or incorporated in, attached to, or packaged together with, Howard-branded Products, as well as those third-party Products sold, re-sold or otherwise provided by Howard on a stand-alone basis. For the avoidance of doubt, Howard makes no representations or warranties regarding any third-party Products.  All third-party Products sold or provided by Howard are sold or provided by Howard “AS- IS”.  

• Product Returns. Howard’s return policies and related information applicable to the Products are available at https://www.howardcomputers.com/support/returnpolicy.cfmand may also be obtained by emailing webmaster@howardcomputers.com or calling 1-888-912-3151. Said policies and related information are fully adopted and incorporated herein by reference.

Services Warranty

• Limited Services Warranty. Howard warrants that it will perform the Services: (a) in a professional and workmanlike manner; and (b) in accordance with the terms and conditions set forth in the applicable Quotation. In the event of a breach by Howard of this limited warranty, Howard shall use reasonable commercial efforts to cure the breach. If Howard determines that it cannot cure the breach, Howard may, at its option, terminate the Services and refund to Purchaser any fees paid by Purchaser for the Services to which such breach relates, less a deduction equal to the fees for receipt or use of Services on a pro-rata basis. Howard may suspend or terminate any Services without incurring any obligation or liability if Howard believes in its sole discretion that Purchaser has failed to comply with any of the terms or conditions of this Agreement. The foregoing remedy shall not be available unless Purchaser provides written notice of such breach within thirty (30) days after provision of the Services to which such breach relates.

• Exclusive Remedy.THE REMEDY SET FORTH ABOVE SHALL BE PURCHASER’S SOLE AND EXCLUSIVE REMEDY AND HOWARD’S SOLE AND EXCLUSIVE LIABILITY FOR ANY BREACH OF THE SAID LIMITED SERVICES WARRANTY.

• No warranty for Third-Party Solutions. Howard makes no, and expressly disclaims all, warranties with respect to Third-Party Solutions (defined below) made available by Howard for purchase by Purchaser hereunder. In purchasing a Third-Party Solution, Purchaser relies solely on the service descriptions, warranties and/or terms and conditions of the provider or licensor of the Third-Party Solution and not on any statements, descriptions or other representations regarding the Third-Party Solution that may be made by Howard. All Third-Party Solutions offered by Howard are provided by Howard “AS- IS”. For further information, see Third-Party Solutions section, below.

Warranties Disclaimer
EXCEPT FOR THE EXPRESS LIMITED WARRANTIES FOR THE PRODUCTS AND SERVICES REFERENCED ABOVE, HOWARD MAKES NO WARRANTIES WHATSOEVER CONCERNING ANY PRODUCTS OR SERVICES SOLD OR PROVIDED TO PURCHASER, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR INFRINGEMENT OR PERFORMANCE TO STANDARDS SPECIFIC TO ANY PARTICULAR LOCALE, WHETHER EXPRESS OR IMPLIED OR ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.  PURCHASER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY HOWARD, OR ANY OTHER PERSON ON HOWARD’S BEHALF, EXCEPT AS SPECIFICALLY DESCRIBED IN THIS AGREEMENT.

WITHOUT LIMITATION TO THE FOREGOING, HOWARD MAKES NO REPRESENTATION OR WARRANTY THAT THE PRODUCTS OR SERVICES OR ANY RELATED SOFTWARE OR DELIVERABLES WILL: (i) MEET PURCHASER’S REQUIREMENTS; (ii) BE COMPATIBLE WITH ANY SOFTWARE, HARDWARE, SYSTEM, NETWORK OR OTHER SERVICES; (iii) BE SECURE, ERROR-FREE, ACCURATE OR RELIABLE; (iv) BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR CODE; (v) OPERATE WITHOUT INTERRUPTION; OR (vi) ACHIEVE ANY INTENDED RESULTS.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PURCHASER FROM HOWARD OR OTHERWISE THROUGH THE SERVICES OR DELIVERABLES SHALL CREATE ANY WARRANTY.

Third-Party Solutions
Many of the Services made available by Howard are provided by third-parties and are offered by Howard as a reseller. This may include but is not limited to software or software-based solutions or applications or services such as on-premises or enterprise software, Software-as-a-Service or cloud-based, web-based, on-demand or hosted software, which is developed, licensed, produced, maintained, provided, serviced or supported by one or more third-parties, including but not limited to such software and/or related support or other services that may be governed by a direct agreement between Purchaser and the third-party provider or licensor of same in the form of a warranty, end-user license or other agreement, or terms of sale, use or service, etc., of the third-party provider or licensor (collectively, “Third-Party Solutions”). Howard’s role as a reseller of a Third-Party Solution does not indicate an affiliation with or endorsement by Howard of the Third-Party Solution or of any third-party. Howard makes no, and expressly disclaims all, warranties with respect to Third-Party Solutions; all Third-Party Solutions sold by Howard are provided by Howard “AS- IS”. Notwithstanding anything to the contrary herein, Purchaser agrees it will look solely to the provider, licensor or servicer of any such Third-Party Solution for any losses or claims arising from or relating to the Third-Party Solution, and Purchaser hereby releases Howard from responsibility or liability to Purchaser in connection therewith, including for negligent selection of such third-party or Third-Party Solution, even if Howard resells, distributes, invoices or collects payment from Purchaser with respect to such Third-Party Solution.  

Without limiting the above, Howard has no obligation to ensure that any Third-Party Solution or the use thereof by Purchaser complies with any applicable law, including any data security law. Purchaser is solely responsible for determining whether the administrative, technical, and physical controls implemented by the third-party provider, licensor or servicer of any such Third-Party Solution are adequate to ensure the confidentiality, security, and availability of Purchaser’s data, including to protect Purchaser’s data from unauthorized access, acquisition, disclosure, destruction, or alteration, or from any loss, unavailability, misuse, or damage in accordance with applicable law and/or any requirements of Purchaser. HOWARD HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY PURCHASER DATA OR SOFTWARE OR FOR THE PAYMENT OF ANY RANSOM IN CONNECTION WITH ANY THIRD-PARTY SOLUTION.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Limitations Period
This Agreement shall be exclusively governed by and exclusively construed in accordance with the laws of the State of Mississippi, without giving effect to its principles of conflicts of laws. All disputes that may arise between the Parties shall be exclusively litigated in an applicable state court located in the Second Judicial District of Jones County, Mississippi or the United States District Court for the Southern District of Mississippi located in Hattiesburg, Mississippi. Each Party hereby consents to the exclusive jurisdiction and venue of such courts and waives any right it may otherwise have to object to or challenge the appropriateness of such forums on the basis of the doctrine of forum non conveniens or otherwise. The Parties expressly waive all rights to trial by jury and consent to a bench trial. Except in the case of nonpayment, no action related to this Agreement may be brought more than two (2) years after it accrues.