1994 014 Ordinance - Laserfiche WebLink

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Mayfield Village Creative Microsystems, Inc. ', - - -- OTHER HARDWARE TERMS AND CONDITIONS 1) Risk of Loss, Taxes, Payment: CMI shall bear all risk of loss or damage to the Equipment until delivery to CUSTOMER'S location. Thereafter all risk of loss or damage shall be borne by the CUSTOMER. Title to the Equipment shall not pass to CUSTOMER until CMI has2 been paid all amounts due under the terms of this Agreement, including &eigb.t and installation. Sales, property, excise and other related taxes pertaining to the sale shall be paid by the CUSTOMER, if applicable. CMI recognizes that the CUSTOMER is currently exempt from Ohio sales and excise tax. Payment for the Equipment shall occur no later than the date of delivery and certification by CMI or the authorized installation representative that the Equipment is operational. 2) Security: CMI reserves and CUSTOMER hereby grants a purchase money interest in each item of Equipment until all amounts due to CMI under the terms of this agreement are paid. CUSTOMER authorizes CMI to sign and file financing statements to perfect such security interest. For the foregoing purpose only, CUSTOMER hereby appoints CMI as CUSTOMER'S attorneys-in-fact, agents and authorized signatories. If CUSTOMER defaults in payment to CMI, CMI shall have the right to enter the premises where the Equipment is located and peaceably retake possession without posting security as a condition to regaining possession thereof. In the event CUSTOMER refuses to permit CMI to retake possession of the Equipment, CUSTOMER agrees to re-imburse CMI for all costs and expenses incurred by CMI to retake possession thereof. CMI shall be entided to reasonable payment for such time as the Equipment was in the possession or control of CUSTOMER after CUSTOMER's default. All remedies available to CMI are cumulative and recourse to any remedy shall not preclude recourse to others. 3) HARDWARE WARRANTY: THE FOLLOWING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (a) Title: CMI wanants that all Equipment delivered hereunder shall be of new manufacture and CMI possesses good and clear title to said Equipment, and that there aze no pending liens, claims or encumbrances against said Equipment except that due by CMI to the original manufacturer or dealer which shall be liquidated by CMI within ten (10) days of the date of delivery and payment by CUSTOMER. (b) Equipment: CMI warrants that the Equipment delivered under this Agreement will be free from defects in material and workmanship during the Wazranty Period which shall be that provided by the original manufacturer and/or its direct sales representative. This limited warranty shall not apply to any Equipment which has been subject to misuse, neglect, accident, or any installation, repair or modification not performed or authorized by CMI or authorized service personnel. The foregoing constitutes CUSTOMER'S sole and exclusive remedy with respect to any breach of Warranty and CMI'S liability to CUSTOMER in such event shall be limited to the repair or replacement of the defective Equipment provided by CMI. (c) Operating System: All operating system software shall be governed by a separate agreement pertaining to the operating system(s) in use. (d) Limitation of Liability: CMI shall not be liable to CUSTOMER or any other person for any claim or damages arising directly or indirecdy from the fumishing of Equipment or services related thereto, or from any other cause except for claims arising from the negligence of CMI, 12