Terms and Conditions
RestaurantDealers.com, LLC and its subsidiaries (collectively, “Seller”) make sales subject to the following terms and conditions. For POS Systems Sales refer to Purchase Agreement Contract
as is subject to its own additional terms and conditions.
1. Acceptance of Terms and Conditions. Seller acceptance of all purchase orders is expressly conditioned upon Buyer’s consent to, either express or implied, these terms and conditions, and
seller will not accept, and expressly rejects, any other terms and conditions (whether written or oral) originating from Buyer that purport to modify, add to, or otherwise vary the terms and
conditions stated herein. Buyer’s acceptance of these terms and conditions shall be indicated by any of the foregoing: (a) Buyer’s written acknowledgement or other act or expression of
acceptance, (b) Buyer’s offer to purchase products from seller , or Buyer’s acceptance of service, shipment or Invoice from Seller. 2. Shipment/Title/Risk of loss/Taxes. Title to the product
shall pass to Buyer upon delivery of product to the common carrier or Buyer’s representative at Seller’s dock or any other location directed by Buyer. All risk of loss, damage, theft or
destruction to the product shall be borne by Buyer at F.O.B. shipping point. No such loss, damage, theft or destruction to the product, in whole or in part, shall impair the obligations of Buyer
under this agreement, all of which shall continue in full force and effect. Seller shall not be liable for any shipping delays. Buyers shall bear all applicable federal, state, municipal or other
governmental tax, as well as any applicable import or customs duties license fees and similar charges, however designated or levied on the sale of products (or delivery thereof) or measure by
the purchase price paid for the products. 3. Shortages/Rejection of Delivery. All claims for shortages or rejection of delivery must be made by buyer to seller in writing within a period of
forty-eight (48) hours from receipt or product and must state in reasonable detail the grounds there for. Unless such notice is given within the stated period of time, buyer agrees that it shall be
conclusively presumed that buyer has fully inspected the product and acknowledged that NO shortage or grounds for rejection exists. 4. Security Interest. Buyer grants seller a security interest
in all products sold hereunder and to all products now or hereafter acquired by buyer from seller, and to any proceeds thereof, until the purchase price and any other amounts due to seller have
been paid in their entirety. Buyer agrees promptly to execute any financing statement or other documents requested by seller in order to protect seller’s security interest. Upon any default by
buyer of any of its obligations to seller, seller shall have all the rights and remedies of a secured party under the uniform commercial code, which rights and remedies shall be cumulative and
not exclusive. 5. Payment. Unless otherwise agreed in writing by seller, all purchases must be paid in accordance with seller’s normal terms of sale, which are COD. All past due amounts are
subject to a one and a half percent (1.5%) monthly financing charge or the maximum permissible under applicable law. All drafts dishonored for any reason shall be assessed a sixty-nine dollar
and 00/100 ($69.00) service charge. In the event that buyer stops or cancels payment on any drafts issued to seller, for any reason, buyer hereby recognized that seller would suffer damage, the
exact amount of which cannot be determined white certainty, and buyer shall pay seller liquidated damages in the amount of five hundred and 00/100 ($500.00) for each such draft in addition
to the purchase. Recurrent services may be suspended or terminated All recurrent services have a minimum of a twelve month term and renews automatically every year, if buyer would like to
cancel or discontinue using any recurrent service, buyer will notify in writing 30 days before the end of every one year term and allow 30 days to process the cancellation and any ACH drafts.
Buyer may not take anticipated credit memos before. Seller issues the credit on account. Payment using, an anticipated credit memo before seller has issued credit, will be considered short
payment and many result in delayed shipments. It is not our policy to issue refunds. Credit memos must be used on current outstanding balance or future purchases. In the event that buyer
utilizes a credit card to purchase products, buyer agrees not unnecessarily to dispute such charges and further agrees to use best efforts to resolve any good faith dispute. Seller has no
continuing obligation to deliver products on credit or finance. Seller may extend credit to buyer for purchase of product to the extent buyer may be eligible under the applicable seller’s
programs and consistent with buyer’s credit capability, as determined by seller from time to time in seller’s absolute discretion. 6. Returns & Exchange. To return or exchange any items even
when you haven’t received the merchandise you will need the original receipt. If the items where already delivered all eligible Items in their original box may be returned or exchange within 7
days of the original purchase date. Refunds will be given back to the original form of payment less any non-refundable deposits. There is a 15% restocking fee on all items. Non-Refundable
items include Complete POS Systems, Software, Labor, delivery, installation, monthly recurrent services or training services, items that have been damage or abused, Items that are missing
accessories. 7. No Warranties by Seller. Unless otherwise noted, the seller makes no warranties regarding the products contained in this sale. Manufactures warranties may apply. IN NO
EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES OF DAMAGES FOR ANY KIND OR NATURE ALLEGED TO HAVE RESULTED FROM
ANY BREACH OF WARRANTY. SELLER DOES NOT WARRANTY THE MERCHANTABILITY OF THE PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR
PURPOSE. SELLER SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY, AND HOLD HARMLESS PURCHASER FROM AND AGAINST ANY OR ALL DAMAGES AND
COST INCURRED BY PURCHASER ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR THE VIOLATION OF COPYRIGHTS BY PRODUCTS.
SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED. NOTWITHSTANDING ANY OTHER TERMS OR CONDITIONS TO THE CONTRARY, SELLER’S LIABILITY
UNDER THIS SECTION SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCT. 8. Events of Default. Buyer shall be in default under this agreement upon the
happening of any of the following events or conditions: (a) default by buyer on payment of any installment or monthly recurrent service, invoice, bill or any other indebtedness or obligation
now or hereafter owed by buyer to seller, (b) default in the performance of any obligation, covenant or liability contained in this agreement or any other agreement or document between buyer
and seller, (c) cancels any recurrent service before the end term d) any inaccuracy whit respect to any warranty, representation or statement made or furnished by, buyer (e) dissolution,
termination of existence, insolvency, business failure, or discontinuance of buyer’s business or the appointment of a receiver for any part of the property of, or assignment for the benefit of
creditors by, buyer or the commencement of any proceedings under any bankruptcy reorganization or arrangement laws by or against buyer or the attachment, levy, seizure or garnishment of
any of Buyer’s property, rights, assets (contingent or otherwise) or the product, (f) any change, however, arising, in the ownership or management of buyer, unless prior to the occurrence of
such change in ownership or management seller shall have been notified of the change in writing and buyer shall have obtained Seller’s prior written approval to such change. 9. Remedies of
Seller. A. In General. Upon the occurrence of any event of default or any time thereafter, Seller may, at its option and without notice to Buyer, exercise one or more of the following remedies as
seller, in its sole discretion, shall elect: (1) demand or, without demand, sue for amounts then due or thereafter accruing under any invoice, bill or other documentation evidencing Buyer’s
indebtedness, (2) suspend deliveries as to any oral product, (3) suspend or cancel any or all recurrent monthly services (4) continue billing any recurrent service until the end of the 12 month
term (5) suspend or terminate all tech support (6) take possession of the product wherever found and for this purpose enter upon any premises of Buyer and remove the product, without court
order or Other process of law, without any liability for damages, suit, action or other proceeding by Buyer as a result of such entry and/or removal, (7) cause Buyer, at its expense, to promptly
return the product to Seller in good, like-new condition, (8) sell the goods, or any part there of at public or private sale (for cash or credit) at such time or times as Seller shall determine, free
and clear of any rights of Buyer, and if notice thereof is required by law, any notice in writing of any such sale by Seller to Buyer not less than ten days prior to the date thereof shall constitute
reasonable notice thereof to Buyer, and (9) exercise any and all rights accruing to Seller under any applicable contract or law upon a default by Buyer. B. Mitigation of Damages. Should Seller
repossess any of the product because of Buyer’s default, seller may make a commercially reasonable effort to sell such product at a reasonable price to third party, provided, however, that
Seller shall have no obligation to actively seek out and solicit potential third party Buyers for said products. C. Collection Costs. In the event of any default on the part of Buyer hereunder,
Buyer shall pay any and all collection costs, including reasonable attorneys fees and costs, incurred by Seller. D. Rights and remedies not Exclusive. No right or remedy conferred upon or
reserved to Seller by this agreement shall be exclusive of any other right or remedy provided herein or by law. All rights or remedies conferred upon Seller by this agreement and by law shall
be cumulative and in addition to any other right or remedy available to Seller. E. Service and Support Suspension or Termination. The Seller has the right, as the Seller discretion, to otherwise
suspend or terminate service and/or support of the sold items or recurrent services should the Buyer default on the terms and conditions of sale. This is including failure to make proper
payments and/or breach of payment terms. The Seller, at the Seller; discretion, will reinstate service and support of the sold items once full and proper payment has been made by buyer. 10.
Time of the Essence. Time is of the essence of this agreement. 11. Indemnification. Buyer agrees to indemnify and hold Seller and their officers, directors, servants, employers, agents and
advisors harmless from and against any and all claims, damages, cots, expenses (including, but not limited to, reasonable attorneys, fees and costs). Or liabilities that may result, in whole or in
part, from any third party using the product provided under this agreement. Any defense provided hereunder shall be by counsel of Seller’s choice. 12. Limitation of Liability. In the event that
a products malfunction leads to damage or injuries to the product, to Buyer’s business to other equipment, or residence, or to employees or to other persons, Seller shall not be liable for such
damages or injuries. Buyer understands and agrees that if Seller shall be found liable for loss or damage caused by failure of Seller to perform any of Seller’s obligations hereunder or the
failure of the product in any respect whatsoever, Seller’s liability shall be limited to the price paid for such product, and this liability shall be exclusive. Buyer understands and agrees that the
provisions or this section shall apply if loss or damage, irrespective of cause or origin, results directly or indirectly to person or property, from performance or nonperformance of any of
Seller’s obligations or from negligence, active or otherwise, of Seller, or its agents, servants, assignees or employees. THE CUSTOMER SHALL BEAR ALL RESPONSIBILITY FOR
CONFIRMING AND VALIDATING ALL MEAL, DRINK AND OTHER PRICES, TAX RATES, JOBS RIGHTS OR PAYMENT PROGRAMMING AND OTHER SIMILAR
INFORMATION OR DATA INPUT FOR THE OPERATION OF THE SYSTEM AND THE PROVIDER SHALL HAVE NO LIABILITY FOR ANY ERRORS IN CONNECTION
THEREWITH. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY IDENTITY THEFT OR SIMILAR CRIMINAL OR CIVIL MISUSE OF CREDIT CARDS OR OTHER
IDENTIFYING DATA BY EMPLOYEES OR THIRD-PARTIES ACCESSING THE SYSTEM. ANY HARDWARE, SOFTWARE, SYSTEM OR SYSTEM FAILURE OR ANY LOSS OF
PROFITS, SALES, BUSINESS, DATA, OR OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR LOSS OR DAMAGE OF ANY KIND OR NATURE
RESULTING FROM THE FOREGOING, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SHALL NOT BE ASSUMED BY THE
PROVIDER. THE CUSTOMER IS HEREBY RESPONSIBLE FOR ALL LIABILITY RESULTING FROM AND CAUSED BY THE POINT OF SALE SYSTEM, HARDWARE,
SOFTWARE OR SERVICE IN NO EVENT SHALL SELLER BE LIABLE FOR AMOUNTS REPRESENTING INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 13. Assignment. This agreement and all rights, obligations and performance hereunder may not be assigned
without prior written consent of Seller. 14.Waiver. No delay or omission by Seller to exercise any right or power shall impair any such right or power or be constructed to be waiver thereof. A
waiver by Seller of any term, condition or agreement here in contained. No change, waiver, or discharge hereof shall be valid unless presented in writing to Seller and signed by an authorized
representative of Seller. 15. Sever ability. If any section, term, condition or portion thereof shall be found to be illegal or void as being against public policy, it shall be stricken and the
remainder of this document shall stand as the original. ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITE NATIONS CONVENTION ON CONTRACTS
FOR THE INTERNATIONAL SALES OF GOODS, IF OTHERWISE APPLICABLE. 16. Governing Law/Venue. This agreement shall be construed and enforced in accordance with the laws
of Texas without regard to the conflicts of law provisions thereof. All claims, actions, disputes, controversies or suits shall be litigated exclusively in the courts of Texas. Each party specifically
consents to service of process by and the jurisdiction of and venue in those courts and Buyer, if not a resident of the United States, hereby appoints the Secretary of State of Texas as its agent
for service of process in the United States.