Terms & Conditions of Sale

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE.

These terms and conditions ("Agreement") apply to your purchase of products and/or services and support ("Product") from BIConsulting or the related entity named on the invoice or acknowledgement ("BIConsulting") provided to you. By accepting delivery of the Product, you accept and are bound to the terms and conditions of this Agreement. If you do not wish to be bound by this Agreement, you must notify BIConsulting immediately and return your purchase pursuant to BIConsulting 's Return Policy. If returned, Product(s) must remain in the boxes in which they were shipped. THIS AGREEMENT SHALL APPLY UNLESS (I) YOU HAVE A SEPARATE PURCHASE AGREEMENT WITH BICONSULTING, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (II) OTHER BICONSULTING TERMS AND CONDITIONS APPLY TO THE TRANSACTION.

Other Documents. This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both you and BIConsulting. If you do not receive an invoice or acknowledgement in the mail, via e-mail, or with your Product, information about your purchase may be obtained by contacting your sales representative.

Payment Terms; Orders; Quotes; Interest. Payment terms are within BIConsulting's sole discretion, and, unless otherwise agreed to by BIConsulting, payment must be made at the time of purchase. Payment for Product may be made by wire transfer or some other prearranged payment method. BIConsulting may invoice parts of an order separately. Your order is subject to cancellation by BIConsulting, at BIConsulting's sole discretion. Unless you and BIConsulting have agreed to a different discount, BIConsulting's standard pricing policy, which include both hardware and services in one discounted price, allocates the discount off list price applicable to the service portion of the system to be equal to the overall calculated percentage discount off list price on the entire system. BIConsulting is not responsible for pricing, typographical, or other errors, in any offer by BIConsulting and reserves the right to cancel any orders resulting from such errors.

Shipping Charges; Taxes; Title; Risk of Loss. Shipping and handling are additional unless otherwise expressly indicated at the time of sale. Loss or damage that occurs during shipping by a carrier selected by BIConsulting is BIConsulting's responsibility. Loss or damage that occurs during shipping by a carrier selected by you is your responsibility. You must notify BIConsulting within 14 days of the date of the packing slip or bill of lading if you believe any part of your purchase is missing wrong or damaged. Unless you provide BIConsulting with a valid and correct tax exemption certificate applicable to your purchase of Product and the Product ship-to location, you are responsible for sales and other taxes associated with the order. Shipping dates are estimates only. Title to software will remain with the applicable licensor(s).

Warranties. THE LIMITED WARRANTIES APPLICABLE TO BICONSULTING-PROVIDED HARDWARE PRODUCT CAN BE FOUND AT [Link]. BICONSULTING MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN BICONSULTING'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE, PACKING SLIP OR ACKNOWLEDGEMENT. WARRANTIES AND SERVICE WILL BE EFFECTIVE, AND BICONSULTING WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTIES AND SERVICES, ONLY UPON BICONSULTING'S RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED OR SERVICED.

Software. All software is provided subject to the license agreement that is part of the software package and you agree that you will be bound by such license agreement.

Return Policies; Exchanges. New and refurbished Product that you purchase directly from BIConsulting (and not a third party) you may return only in accordance with BIConsulting's Return Policy in effect on the date of the return. Any returns and/or exchanges regarding to warranties will be made in accordance with BIConsulting's Limited Warranty and Exchange Policy in effect on the date of the return or exchange. You must contact us directly before you attempt to return Product to obtain a Return Material Authorization Number for you to include with your return. You must return Product to us in their original or equivalent packaging. You are responsible for risk of loss, shipping and handling fees for returning or exchanging Product. Additional fees may apply. BIConsulting's Return Policy can be found at:[Link]. BIConsulting's Limited Warranty and Exchange Policy can be found at:[Link]. If you fail to follow the return or exchange instructions and policies provided by BIConsulting, BIConsulting is not responsible whatsoever for Product that is lost, damaged, modified or otherwise processed for disposal or resale. If you are returning all components in an order, you will be credited the full amount paid for the order. At BIConsulting's discretion, credit for partial returns may be less than invoice or individual component prices due to bundled or promotional pricing.

Changed or Discontinued Product. BIConsulting's policy is one of ongoing update and revision. BIConsulting may revise and discontinue Product at any time without notice to you. Parts used in repairing or servicing Product may be new, equivalent-to-new, or reconditioned.

Service and Support. Service offerings may vary from Product to Product. If you purchase optional services and support from BIConsulting, BIConsulting and/or your third-party service provider will provide such service and support to you in accordance with the terms and conditions as mailed to you for your particular contract. BIConsulting and/or the third-party service provider may at their discretion, revise their general and optional service and support programs and the terms and conditions that govern them without prior notice to you. BIConsulting has no obligation to provide service or support until BIConsulting has received full payment for the Product or service/support contract you purchased. BIConsulting is not obligated to provide service or support you purchase through a third party and not BIConsulting.

Limitation of Liability. BICONSULTING DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, BICONSULTING WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, BICONSULTING IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

Governing Law. THIS AGREEMENT AND ANY SALES THERE UNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.

Headings. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived there from.

Binding Arbitration. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND BICONSULTING, its agents, employees, principals, successors, assigns, affiliates (collectively for purposes of this paragraph, "BIConsulting") arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), BIConsulting's advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under its Code of Procedure then in effect (available via the Internet at http://www.arb-forum.com , or via telephone at 1-800-474-2371). The arbitration will be limited solely to the dispute or controversy between customer and BIConsulting. NEITHER CUSTOMER NOR BICONSULTING SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. This transaction involves interstate commerce, and this provision shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. BIConsulting will be responsible for paying any arbitration filing fees and fees required to obtain a hearing to the extent such fees exceed the amount of the filing fee for initiating a claim in the court of general jurisdiction in the state in which you reside. Each party shall pay for its own costs and attorneys' fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law. Information may be obtained and claims may be filed with the NAF at P.O. Box 50191, Minneapolis, MN 55405.