Terms and Conditions

All Sales of Breathing Color Products are Governed by our Terms and Conditions of Sale, set forth as follows:

1. PRICE: There shall be added to the prices shown, the amount of any sales, use, or other taxes however designated, levied or based on such prices or on this Agreement or the sale or use of the property sold hereunder (hereafter the "equipment"), including state and local privilege or excise taxes based on gross revenue and any taxes or amounts in lieu thereof paid or payable by Seller in respect of the foregoing, exclusive however of taxes based on net income. Any personal property taxes assessable on the equipment from the date of acceptance of this Agreement shall be borne by the Customer. Seller reserves right to charge 1.5% interest per month on all invoices unpaid after the Due Date.

2. TITLE AND SECURITY INTEREST: Seller hereby retains title to the equipment until the Customer performs all of the obligations hereunder including, without limitation, payment in full of the purchase price. In addition, Seller retains a security interest in the equipment, including all accessories and replacements thereto and the proceeds thereof to secure performance of all such obligations of Customer. Customer agrees to execute any and all documents as may be required by Seller to perfect its security interest, and agrees to pay all filing fees.

3. RETURNS: It is the Customer's responsibility to assure compliance to specification of all goods received. Returned Material Authorization (RMA) must be granted for all returned goods. Such goods are subject to restocking fee which may include return freight to vendor. No returns will be accepted after 30 days from invoice. Credits expire after 6 months if unused.

4. RISK OF LOSS AND INSURANCE: All sales to customer are FOB shipment origin. All risk of loss and destruction of or damage to all the equipment by reason of theft, fire, water or any other cause shall pass to Customer upon shipment of the equipment to the Customer, and the occurrence of any such casualty shall not relieve the Customer from making payment of the balance of the purchase price. It shall be the obligation of the Customer to obtain and maintain sufficient insurance to cover the value of the equipment against loss, destruction or damage by reason of any cause, and to name Seller as an additional insured on said policy in order that Seller shall obtain the proceeds of any claim for such loss, damage or destruction to the extent of its outstanding balance with the Customer.

5. INSTALLATION AND DELIVERY: Unless a specific fee is set forth on the face hereof, all items are sold without installation or delivery. If an installation fee is charged, the Customer is to provide a suitable installation environment as specified by Seller. Customer shall not move the equipment from the address set forth on invoice without written consent of Seller, or payment in full of all balances are due.

6. SOFTWARE AND EQUIPMENT: All of the terms and conditions herein apply equally to software and equipment. All software and equipment is sold "as is" without any warranty except as may be provided by the manufacturer, seller does not warrant and specifically disclaims any warranty of merchantability, fitness for a particular purpose or otherwise with respect to any modification or configuration of software or equipment as may be requested by customer. Manufacturer's warranties are sole responsibility of manufacturer.

7. DISCLAIMER AND LIMITATIONS OF LIABILITY:
A. Sellers liability to the customer for any loss, damage or expense of any kind, resulting from, but not necessarily limited to, the equipment, or by any defect therein, the use, maintenance thereof, any servicing, or adjustment thereto, response time, repair time, repeated machine malfunction, negligence, or any other cause whatsoever, regardless of the form of action, whether in tort or in contract, shall be limited to the actual charge listed on the face of this agreement without interest. All product guarantees/warranties are administered directly by the manufacturers and Seller has no responsibility for any servicing or adjustment thereto, response time, repair time, repeated malfunction, negligence, or any other related cause.

B. Sellers will in no event be liable for lost profits or other consequential damages even if seller or its representatives have been advised of the possibility of such damages or for any claim against the customer by any other party.

C. Seller will in no event be liable for any loss, damage, or expense of any kind resulting from seller or any of its employees, representatives or sales persons rendering technical or other advice or representation in connection with the performance of any computer hardware, computer software or any combinations thereof unless it is specifically contained in this agreement.