Client Terms and Conditions

1. Acceptance: This invoice and these terms and conditions confirm the agreement (the “Agreement”) between you (“Purchaser”) and GHA Technologies, Inc. (“Seller”) for the goods described herein (the “Goods”). Any different terms proposed by Purchaser will not be binding on Seller unless agreed to in writing by Seller.
2. Pricing and Late Payments: The price for the Goods is stated in the invoice and, unless otherwise specified by Seller, is payable within 30 days from date of shipment. If Purchaser does not make payment when due, Purchaser shall pay a fee on past due amounts of 1.5% per month until paid.
3. Payment Default: In the event of Purchaser’s failure to make payments as required by this Agreement, Purchaser will be responsible for all costs of collection, including, but not limited to, Seller’s attorney’s fees. Seller reserves the right to suspend a sale of Goods to Purchaser upon Purchaser’s failure to make payments as required by this Agreement.
4. Shipment: Seller will endeavor to deliver the Goods by an agreed date or within an agreed period. These dates and periods, however, are only estimates given in good faith and, consequently, Seller will not be liable for any failure to deliver the Goods by such a date or within such a period. Time for delivery will not be of the essence.
5.  Force Majeure: Seller will not be liable for any failure to deliver the Goods or for delays in delivery or performance due to causes beyond its reasonable control. Seller may, at its option, cancel any order or remaining part thereof, without liability, due to causes beyond its reasonable control.
6. Title: Unless otherwise agreed to in writing, title to the goods shall remain with Seller until the Goods are delivered to the Purchaser.
7. Warranties: Goods sold by Seller are not manufactured by Seller and Seller has made no affirmation of fact or promise relating to the Goods. All warranty claims shall be asserted exclusively against the manufacturer of the Goods. EXCEPT AS TO TITLE, THERE ARE NO WARRANTIES, WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY, RELATING TO THE GOODS. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE APPLIES TO THE GOODS.
8. Information Accuracy: Seller obtains certain data for Goods from the manufacturer, and is not responsible for any errors, typographical or otherwise, in any such data.
9. Limitation on Liability: Seller’s liability on any claim relating to the Goods or their sale, resale, operation or use, whether based on contract, warranty, tort (including negligence) or other grounds, will not exceed the price allocable to such Goods. SELLER WILL NOT BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED PRODUCT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGES.
10. Cooperation: Purchaser agrees to cooperate with Seller in connection with the purchase of Goods from Seller by providing timely responses to Seller’s inquiries, access to any information or materials reasonably requested by Seller which are necessary or useful as determined by Seller in connection with the sale of Goods, including, but not limited to, physical and computer access to Purchaser’s computer systems, and by providing Seller all required consents necessary for the sale of Goods to Purchaser.
11. Returns: Because GHA represents more than 2500 manufacturers, it is the policy of GHA to pass through the return policy of the manufacturer. Return approvals are subject to the manufacturer’s approval. GHA will do it’s best to secure an RMA Number on behalf of the client. No return will be accepted after 30 days from the invoice date. Custom-made Goods, including custom computers, are non-cancellable and non-returnable. Goods accepted for credit upon return will be subject to a restocking charge of not less than 15% of the price of Goods. Goods must be securely packed in the original packaging and delivered to Seller in an undamaged condition with Purchaser being solely responsible for all return freight expenses. Purchaser must keep the invoice current within 30 days from the date of shipment regardless of the reason for return. All returns must be accompanied by an authorized RMA number, which is valid for 15 days after date of issuance.
12. Cancellation of Monthly Cloud Subscriptions: Monthly cloud orders require at least 30-days’ notice of cancellation. Purchaser must pay for any cloud subscription usage.
13. Cancellation of Other Cloud or Licensing Contracts: Purchaser must provide a cancellation notice in accordance with the notice requirements contained in the original Cloud Agreement (e.g., 30, 60 or 90-days’ notice).
14. Changes and Cancellation: Orders accepted by Seller are not subject to change or cancellation by Purchaser except with Seller’s written consent and upon payment of an appropriate charge to cover the cost or loss incurred by Seller, which unless otherwise agreed in writing shall be not less than 15% of the price of the Goods subject thereto.
15. Damage Claims: All damage and short shipment claims must be submitted to Seller within 7 days of receipt and the proof of delivery must be signed as damaged for a claim to be filed with our carrier. Without both of these criteria met no claim can be filed and the request will be denied.
16. Security Interest: To secure payment of the sales price of the Goods and all other obligations of Purchaser under this Agreement, Purchaser hereby grants to Seller a security interest in the Goods and all products and proceeds thereof. Seller is authorized by Purchaser to take such action as may be appropriate to perfect the security interest granted herein.
17. Solvency: The order for the Goods placed by Purchaser constitutes a representation by the officer or other representative of Purchaser placing such order that Purchaser is solvent and that Purchaser intends in good faith to comply with this Agreement.
18. Waiver or Modification: No waiver or modification of this Agreement will be binding on Seller unless agreed to by Seller in writing. Failure by Seller to enforce strict compliance with this Agreement will not constitute a waiver of any of the provisions of this Agreement.
19. Severability: If any provision of the Agreement is or becomes void or unenforceable for any reason then the validity of the remaining provisions will not be affected.
20. Confidential Information: Seller anticipates that it may be necessary to provide Purchaser with information of a confidential nature (“Confidential Information”). Confidential Information means any information or data in oral, electronic, or written form which the Purchaser knows or has a reason to know is proprietary or confidential and which is disclosed by Seller to Purchaser in connection with this Agreement or which the Purchaser may have access to in connection with this Agreement. Purchaser agrees to hold Seller’s Confidential Information confidential, and agrees not to use any Confidential Information for any purpose other than the purposes contemplated in this Agreement. Upon written request by Seller, Purchaser agrees to either return or certify the destruction of Seller’s Confidential Information. If Purchaser is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority to disclose Seller’s Confidential Information, Purchaser will give Seller prompt notice of such request so that Seller may seek an appropriate protective order or similar protective measure and will use reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed.
21. Choice of Law, Jurisdiction, Waiver of Jury Trial, and Attorney’s Fees: This Agreement will be governed by the laws of the State of Arizona (without regard to principles of conflict of laws). Any claims arising out of or related to this Agreement or the Goods shall be brought in Maricopa County, Arizona, and Purchaser submits to the jurisdiction of the courts in the state of Arizona. PURCHASER AND SELLER HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE GOODS. In any action arising out of or related to this Agreement, the prevailing party shall be entitled to an award of its reasonable attorney’s fees and costs.
22. Assignment:  Seller may assign or subcontract all or any portion of its rights or obligations with the respect to the sale of Goods and/or assign the right to receive payment without Purchaser’s consent. Purchaser may not assign this Agreement or any of its rights or obligations without the prior written consent of Seller. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties hereto and their successors and assigns.
23. Entire Agreement:  This Agreement constitutes the entire agreement between Seller and Purchaser regarding Purchaser’s purchase of Goods from Seller, and supersedes and replaces any previous communications, representations, or agreements. Any additional or different Terms or Conditions contained in any other documents provided by Purchaser are considered material alterations to this Agreement and are expressly rejected and not binding upon Seller.
24. For orders exported outside of the USA: These items are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, orotherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.