Checkmate Technical Solutions, Inc. Standard Terms and Conditions
(As of January 1, 2021)
The equipment, parts and materials (collectively the "Equipment") and the Services (defined in Section 7, below), which are described on the face hereof or in an attachment shall be sold to the Customer ("Customer") by Checkmate Technical Solutions, Inc. ("Checkmate") upon the following terms and conditions of sale.
1. ACCEPTANCE. This quotation and the sale of Equipment and Services to Customer are expressly subject to these Standard Terms and Conditions. Any terms and provisions of Customer’s order or Customer’s other documents which are inconsistent with any of the terms and conditions hereof are rejected and will not be binding on Checkmate or considered applicable to the sale of the Equipment or Services ordered. Acceptance of the terms and conditions hereof by the Customer shall be conclusively indicated by the Customer's placing an order and the subsequent sale and shipment by Checkmate of the Equipment or Services covered by this quotation. No modifications of these Standard Terms and Conditions, whether by Customer or in Customer’s Purchase Order or otherwise, shall have any effect or be binding upon Checkmate if in conflict with the quotation prices, terms and conditions or specifications stated or referred to, unless expressly agreed to in writing by Checkmate.
2. PRICES AND TAXES. All prices herein are firm for Equipment and/or Services ordered within thirty (30) days from the date of this quotation specifying delivery as quoted in this proposal. Prices stated herein do not include freight, handling charges or sales tax unless these items are specifically listed and priced in this quotation. Prices stated herein are F.O.B. Shipping Point (unless otherwise stated). Checkmate shall list on its invoices any such tax collectible by Checkmate at the time of the sale which is lawfully applicable to any such Equipment or Services otherwise payable by the Customer and not subject to exemption or resale certificates. Any Equipment and Services ordered in addition to that specifically set forth in this quotation shall be priced at the current prices then in effect.
3. PAYMENT. Payment of invoice by Customer is due within ten (10) days of the invoice date unless otherwise stated in the body of the quotation. All payments shall be in U.S. currency and delivered to Checkmate’s corporate offices. Payment to Checkmate shall not be contingent on third party payments to Customer. Any payment not made when due shall be subject to an interest charge at the maximum rate permitted by law. Additionally, if any payment is not made when due, Checkmate reserves the right, among further remedies, either to terminate the contract or suspend further deliveries of Equipment or Services to Customer under this or other contracts until such payment and the applicable interest charge have been received. Customer shall be liable for all expenses incurred to collect past due amounts.
4. DELIVERY. Customer shall bear the risk of loss for damage to or destruction of the Equipment from the earlier of the time that Checkmate delivers such Equipment to the carrier or the Customer or Customer’s agent. Customer shall give written notice to Checkmate of any claim for shortage, error in the Equipment shipped or error in charges within ten (10) days after receipt of Equipment or such claim shall be deemed waived. All shipping and delivery dates are approximate and are based upon prompt receipt by Checkmate of all necessary information from Customer to properly process the order. Checkmate shall not be liable to or responsible for any damages or loss for delay or default in delivery due to any cause beyond Checkmate’s reasonable control, nor shall Customer have the right to cancel its Purchase Order because of delays or default in delivery due to such causes. Under no circumstances shall Checkmate have any liability for loss of use or for any indirect or consequential damages as a result of delayed delivery.
5. CANCELLATION. Prior to acceptance of the Equipment or performance of Services, Customer may terminate its order for any or all of the Equipment and Services covered by this contract, provided Checkmate is given reasonable advance written notice of such termination and subject to payment to Checkmate of termination charges which shall include all costs and expenses already incurred or commitments made by Checkmate in connection with the processing, purchasing, handling and fabrication of the Equipment and/or the performance of Services, and a reasonable profit thereon.
6. RETURNS. Any return of Equipment by the Customer must be authorized and accepted in advance by Checkmate. The return of Equipment may only be accepted by the authorized representative of Checkmate in a written notice to Customer. In the event Checkmate accepts return of the Equipment, neither transportation charges for the return of Equipment nor any other costs or charges incurred in connection therewith shall be paid by Checkmate unless authorized in advance by Checkmate. Returned Equipment that is subject to restocking charges.
7. SERVICES. “Services” shall mean the services provided by Checkmate as set forth on the face of this quotation or in an attachment incorporated herein. The Services shall be performed during the normal business hours of 08:00 a.m. to 5:00 p.m., unless otherwise specified in writing in this quotation. All time periods specified for performance of the Services are to be treated only as estimates given in good faith. Checkmate shall not be liable for damages due to delay in performance.
8. CHANGE ORDERS: In the event that Customer requests any modifications to the Services or to the type or quantity of Equipment, Checkmate shall, if commercially reasonable, prepare and deliver to Customer a Change Order Proposal describing such modifications and the changes in the Services and/or Equipment necessary to effect such modifications (a "Change Order"). The Change Order will also set forth the additional Payments, if any, and the basis upon which additional Payments will be computed and an estimate of the revised schedule for completion of the Services and delivery of the Equipment.
9. EXCUSE OF PERFORMANCE. Deliveries of Equipment and performance of Services may be suspended by Checkmate, without liability to Customer or any other person, in the event of: Act of God, war, riot, fire, explosion, accident, flood, earthquake, natural disaster, sabotage, equipment or computer failure; acts, omissions, or failures by Checkmate’s suppliers or other third parties; lack of or delays in obtaining adequate fuel, power, raw materials, components, labor, containers or manufacturing or transportation facilities; compliance with governmental requests, laws, regulations, or order actions; breakage or failure of machinery or apparatus; force majeure or any other event, whether or not of the class or kind enumerated herein, beyond the reasonable control of Checkmate. Deliveries of Equipment or Services suspended or not made by reason of this Section shall at Checkmate’s option, either be cancelled or the time for delivery shall automatically be extended for a period equal to the suspension period, without liability, but this quotation and terms and conditions shall otherwise remain unaffected.
10. DISCLAIMER OF WARRANTY. Checkmate makes no warranty of any kind, express or implied, for Equipment or Services to be supplied by Checkmate. Specifically, there are no express or implied warranties of merchantability, fitness for particular purpose, infringement or other matter with respect to the Equipment or Services. Notwithstanding the above, Checkmate agrees to supply Customer, any warranties that may be provided by the manufacturer of the Equipment and Checkmate warrants that the services described in this quotation shall be performed in a professional and workmanlike manner by qualified personnel following manufacturer's published specifications, standards, and guidelines and in accordance with industry standards.
11. LIMITED LIABILITY. Customer agrees that CHECKMATE's total liability on any claim, for any loss or damage, whether based in contract, negligence, infringement, strict liability or other tort, shall not exceed the total amount paid by Customer to CHECKMATE for the Equipment and Services in this quotation. CHECKMATE shall not be liable for any incidental or consequential damages, including without limitation, loss of use, loss of revenue or profits, loss of business or production, OR loss of information or data. CHECKMATE shall not be liable for special or punitive damages of any kind. This limitation of liability for damages will not be affected if any remedy provided herein shall fail of its essential purpose.
12. OTHER TERMS AND CONDITIONS. Customer shall not (by operation of law or otherwise) assign its rights or delegate its performance hereunder without the prior written consent of Checkmate, and any attempted assignment or delegation by Customer without such consent shall be void. These Standard Terms and Conditions and the attached quotation are the entire agreement between the parties and supersedes all prior agreements, commitments and understandings with respect to the subject matter of this quotation. These Standard Terms and Conditions and the performance of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California. Should any clause, sentence or part of these Standard Terms and Conditions be held invalid, illegal or unenforceable, such holding shall in no way affect the validity of the remainder, which shall remain in full effect. Failure to enforce any or all of the Standard Terms and Conditions in a particular instance or instances, shall not constitute a waiver or preclude subsequent enforcement thereof.