Terms And Conditions; Definitions - Motorola HMN9051A - HMN - Speaker Microphone User Manual

Terms and Conditions...

DEFINITIONS

"Motorola" shall mean the Radio Products and Services Division of the Government & Enterprise Mobility Solutions (GEMS) of
Motorola, Inc. "Customer" shall mean the individual, company, and/or entity purchasing Products from Motorola. "Products"
shall collectively mean the Replacement Parts, Batteries, Accessories, Test & Site Equipment, and Software ordered by the
Customer from the Motorola Radio Products and Services Division's then current Price and Availability List ("Price and
Availability List").
CONFIRMING ORDERS
If Customer chooses to send in a confirming order, the confirming order should be clearly marked "confirming". Motorola is
not responsible for duplicate shipments sent out if the reason for the duplicate shipment was that a confirming order was not
marked "confirming". If a confirming order differs in any way from the original order, the original order takes precedence.
PRICING AND TAXES
The prices are located in the Price and Availability List and are subject to change without notice. Up to date Pricing and
Availability can be found at www.motorola.com/businessonline. Orders will be charged at prices in effect the day an order is
entered. Special Pricing may be available, call your local account manager to determine applicability. Programs, promotions,
quoted or contract prices supersede the prices in the then current Price and Availability List, provided the quotation or the
contract is current at the time the order is placed. Customers will be invoiced upon shipment.
The prices set forth are exclusive of any amount for Federal, State and/or Local excise, sales, use, property, retailer's occupa-
tion or similar taxes. If any such excluded tax is determined to be applicable or if Motorola is required to pay any such tax,
the prices set forth in the then current Price and Availability List shall be increased by the amount of such tax and any inter-
est or penalty incurred, and Customer shall pay to Motorola the full amount of any such increase no later than ten (10) days
after receipt of an invoice therefore, unless otherwise noted on the invoice
SHIPPING, DELIVERY, TITLE AND SECURITY
Shipping and handling charges shall be paid by the Customer. Customer agrees to pay such amount quoted without regard to
the actual charges applicable at the time of shipment. Motorola will ship only to Customer's facility or the facility of one of
Customer's affiliates. Motorola will not drop ship to third parties at the request of a Customer. Unless otherwise directed by
the Customer, all shipments will be routed via ground surface parcel or heavy-weight common carrier depending on weight
and size.
If Customer is placing a rated order under the Defense Priorities and Allocations System ("DPAS"), with a requested delivery
date of fewer than thirty days from Motorola's receipt of order, Customer must so advise the Motorola Federal Contracts
Department via facsimile at 410-712-4996 to ensure proper handling.
Emergency shipments will be routed by air or by the fastest method with consideration given to weight and size limitations
and will be subject to an additional shipping fee. Shipments outside of the U.S., Canada or Mexico will be routed by air.
Unless otherwise agreed to by Motorola, all deliveries are F.O.B. Factory shipping facility(ies) or F.O.B destinations for state
and local government entities and title and risk of loss to Products sold shall pass to Customer at the F.O.B. point. Shipping or
delivery dates are best estimates only.
Motorola reserves the right to make deliveries in installments and these terms and conditions shall be severable as to such
installments. Delivery delay or default of any installment shall not relieve Customer of its obligation to accept and pay for
remaining deliveries. Claims for shipment shortages shall be deemed waived unless presented to Motorola in writing within
forty-five (45) days of delivery of each shipment.
Customer hereby grants to Motorola as security for all of Customer's obligations to Motorola, of any kind whatsoever, now or
hereafter arising from this agreement or any other agreement with Motorola, a first priority security interest in all Products
held in inventory or used as equipment by Customer, together with all contract rights, accounts, chattel paper and general
intangibles relating thereto and all proceeds resulting therefrom.
Upon request, Customer agrees to cooperate in whatever manner necessary to assist Motorola in perfection of said security
interest. Furthermore, Customer hereby irrevocably appoints Motorola as its attorney-in-fact to take any action and to execute
any instrument which Motorola may deem necessary or advisable to accomplish the foregoing. Such power of attorney is cou-
pled with an interest.
Motorola has no obligation for payments of any applicable foreign import duties.
PAYMENT
The Customer shall make net payment to Motorola in accordance with the terms stated herein by mail to Motorola at P.O. Box
93042, Chicago, Illinois 60673-3042 or at such other place as Motorola may designate in writing or as reflected on an invoice.
Payment shall be made in ten (10) days after the date of invoice for each product, accessory, or other charge, unless other-
wise agreed to in writing. Service charges at the maximum rate permitted by applicable law may be invoiced on accounts
more than thirty (30) days past due and shall be due and payable upon receipt of invoice.
All payments made by Customer to Motorola in connection with this agreement or any other agreement with Motorola shall
applied by Motorola, in its sole discretion, to such obligations or liabilities (whether arising under this agreement or any other
agreement with Motorola) as Motorola shall direct.
86