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
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 claims must be submitted to Seller within 10 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.