Miscellaneous Terminal and Wire Order Form

MISCELLANEOUS TERMINAL AND WIRE ORDER FORM

This Terminal and Wire Order Form (the "Form") is entered into as of the Effective Date by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client requires supply, delivery and, if applicable, installation of electronic terminal equipment and associated wiring (collectively, "Goods and Services"); and

WHEREAS, Provider represents that it is duly authorized and possesses the experience, personnel and equipment necessary to supply and install the Goods and Services in accordance with the specifications set forth in this Form; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

ORDER IDENTIFICATION

ITEMIZED ORDER

Line Item 1

Line Item 2

SCOPE OF WORK

Provider shall supply, deliver and, where elected below, install Goods and Services at the Delivery Location in accordance with the specifications set forth in this Form and any appended attachments or drawings. Provider shall perform all work in a professional manner consistent with industry standards and in compliance with applicable codes and regulations.

PAYMENT TERMS

Total consideration for the Goods and Services shall be as set forth below. All payments are due in U.S. dollars and are exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

The term of this Form begins on Start Date: and continues until End Date: , unless earlier terminated as provided below.

Either party may terminate for material breach if the breaching party fails to cure within the notice period specified above. Termination shall not relieve the Client of liability for goods delivered or services rendered prior to effective termination.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive confidential information of the other party. Confidential information shall include technical specifications, wiring diagrams, pricing and other non-public business information. Recipient shall: (a) hold confidential information in strict confidence; (b) use it only for performance under this Form; and (c) disclose it only to employees, subcontractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations survive termination for a period of three (3) years.

INSPECTION, TESTING AND ACCEPTANCE

Provider shall perform acceptance testing and provide test results to Client. Client shall have a period of ten (10) days from delivery/installation completion to inspect and either accept or provide written notice of deficiencies. If Client fails to provide timely notice, the Goods and Services shall be deemed accepted.

WARRANTY

Provider warrants that all Goods will be free from material defects in materials and workmanship for a period of ninety (90) days from the date of acceptance, unless a longer manufacturer warranty applies. Provider will, at its option, repair or replace defective Goods or re-perform defective workmanship at Provider's expense.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, neither party shall be liable for consequential, incidental, special or punitive damages. Provider's aggregate liability for claims arising out of or related to this Form shall not exceed the total amount paid by Client under this Form.

GOVERNING LAW; ENTIRE AGREEMENT

This Form shall be governed by and construed in accordance with the laws of the state specified by the parties below without regard to its conflicts of law principles. This Form, together with any attachments and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations and representations.

ADDITIONAL TERMS

CERTIFICATIONS

By signing below, the signatory certifies that they are authorized to bind the party for whom they sign, that the information contained in this Form is true and correct to the best of their knowledge, and that the party will comply with the payment and site access obligations herein.

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