Advanced Tracking Solutions, Inc.
Standard Terms and Conditions
1. Offer and Acceptance: Company offers to sell and deliver products (“Products”) in accordance with the
terms and conditions set forth in our quotation and those contained herein (collectively the
“Agreement”). Acceptance of this offer, as indicated by Buyer issuing a purchase order for Product
(“Order) or otherwise purchasing Product, is expressly limited to such terms. Any terms and
conditions proposed by the Buyer, including those contained in Buyer’s Order, shall not apply to
purchases of Product from Company, unless Company expressly agrees to such terms in writing.
2. Lead Time, Title and Delivery: Product lead times are stated in the price quotation. All shipments
shall be delivered Ex-Works (Incoterms 2000) to Buyer’s designated carrier. Title and risk of loss or
damage shall pass to Buyer upon Company’s delivery to Buyer’s designated carrier. Company may make
partial shipments against Buyer’s Orders. Company shall not be liable for any damages, losses or
expenses incurred by Buyer for due to delays in shipment of units or failure to meet the estimated
shipment dates and Buyer shall accept such shipments.
3. Payment Terms: Payment terms are stated in the price quotation. The preferred method of payment
is via ACH/wire transfer, per wire transfer instructions. BUYER AGREES THAT TIME IS OF THE
ESSENCE WITH RESPECT TO PAYMENT AND BUYER AGREES TO MAKE FULL AND TIMELY
PAYMENT. If any payment is not made when due, Buyer agrees to pay interest on such outstanding
amount(s) at the lesser rate of one percent (1%) per month (12% per annum) or the maximum
amount permitted by law. Buyer is liable for all reasonable costs associated with the collection of
delinquent payments including without limitation, reasonable collection, legal and court costs.
4. Taxes: Prices are exclusive of all taxes or duties. Unless Buyer provides Company with a duly executed
sales tax exemption certification prior to shipment of Product, Company will add sales taxes to the sales
price where required by applicable law, and Buyer will pay such taxes.
5. Order Cancellation: In the event that Buyer cancels all or parts of an Order, or fails to meet all its
obligations causing the cancellation of an Order or portion thereof, Buyer agrees to pay a cancellation
fee of 50% of the Product price, as stipulated in Buyer’s Order. Recognizing that the damages to
Company arising from any cancellation or rescheduling of any Order will be difficult to estimate, the
parties agree that the afore mentioned cancellation fee covers Company’s expenses and is not intended
as a penalty.
6. Subject to Section 9 below, for a period of twelve (12 months) from date of shipment, Company warrants
that Company Products shall be free from material defects in material or workmanship and shall conform
to Company’s published specifications for such Product. Company shall not be liable for any defects that are
caused by neglect or mistreatment, including improper installation or testing, or for any Products that
have been altered, misused, abused, damaged, repaired, or modified in any way by an entity other
than Company. Company shall not be liable for any defects that result from Buyer’s design, specifications or
instructions for such Products, or combination of such Products with accessories or devices not
approved by Company as being compatible or acts of God.
7. If any Products fail to conform to the warranty set forth above, Company’s sole liability shall be at its
discretion, to repair or replace such Products, or credit Buyer’s account for such Products. Company’s
liability under this warranty shall be limited to Products that are returned during the warranty period to
the address designated by Company, using Company’s then current Returned Materials Authorization
(“RMA”) process, and that are determined by Company not to conform to such warranty. Repaired or
replaced Products shall be warranted for the remainder of the original warranty period. Buyer shall pay
the shipping costs for the return of Products to Company and Company shall pay the costs of shipping
repaired or replacement Products back to Buyer.
8. EXCEPT FOR THE LIMITED EXPRESS WARRANTIES SET IN SECTIONS 6 AND 7 ABOVE;
COMPANY MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. COMPANY
SPECIFICALLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR
PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT, EXCEPT WHERE PROHIBITED BY
LAW AND, WHERE PROHIBITED, ANY SUCH WARRANTY SHALL BE LIMITED TO THE MINIMUM
WARRANTY AND PERIOD REQUIRED BY LAW.
Buyer agrees to communicate to its customers that the Products are not intended for use in safety
critical or military applications (such as life support) where a failure of the Product would reasonably be
expected to cause severe personal injury or death. Buyer shall fully indemnify Company and its
representatives against any damages arising out of the unauthorized use of Products, including but not
9. limited to any use in such safety-critical or military applications.
Buyer represents that it has all necessary expertise in the safety and regulatory ramifications of its
applications, and Buyer acknowledges and agrees that it is solely responsible for compliance with all
legal, regulatory and safety-related requirements of applicable federal, state, local or foreign
governments and any agency or public authority thereof, concerning its products and any use of
Products in Buyer’s applications or resale of units containing Products, notwithstanding any
applications-related information or support that may be provided by Company. BUYER AGREES THAT,
TO THE EXTENT BUYER WILL USE OR RESELL THE PRODUCTS TO ASSIST IN COLLECTION
OF AMOUNTS OWED TO IT OR ITS CUSTOMERS, BUYER OR ITS CUSTOMERS, AS THE CASE
MAY BE, WILL PROVIDE ITS OR THEIR CUSTOMERS WITH A WRITTEN DISCLOSURE
EXPLAINING THE PURPOSE AND FUNCTIONALITY OF THE PRODUCTS AND, AS THE CASE
MAY BE, OBTAIN ITS OR THEIR CUSTOMERS’ CONSENT TO THE INSTALLATION OF THE
PRODUCTS AS A CONDITION, AS THE CASE MAY BE, TO BUYER’S OR ITS CUSTOMERS’
FINANCING ANY CUSTOMER’S PURCHASE OF A VEHICLE FROM BUYER OR ITS CUSTOMER.
Buyer understands that certain GPS and/or starter disablement technology may not now, or in the
future be permitted by law in certain states. Buyer bears exclusive responsibility for verifying that the
Products may be used in any particular installation or location. Company shall not be liable for any
claims or damages that may arise because the GPS and/or starter disablement technologies are not
permitted in a particular jurisdiction and Buyer indemnifies Company against such claims and damages.
10. Limitations of Technology: Buyer acknowledges the following inherent technical limitations relating to
Product use. Complete service area coverage at all times is improbable. The existence of unfavorable
conditions, such as weather and wave interference from distant stations can interrupt Product
functionality. Moreover, if a Product is moved out of an available service area, communication with
that Product will be unavailable until it returns to the available service area. Other environmental
issues including, but not limited to service interruptions, poor coverage areas, network congestion,
roaming and other wireless access issues may affect Product performance. Global Positioning
System (“GPS”) is a satellite based positioning technology providing expansive coverage throughout
the world. However, the GPS antenna in a Product must have a radio frequency link to the GPS
satellites. If such radio frequency link is impaired, the Product may be unable to correctly recognize
its location. Products have many complex elements and are not guaranteed against eavesdroppers,
hackers, service attacks, viruses or interception. Buyer agrees to inform all users of Products, that
Company shall not be liable for any lack of privacy or security resulting from use of the Products.
Products are based on cellular technology which may become obsolete in the future as a result of
changes in wireless technology or actions by telecom regulators with respect to cellular technology in
mapping applications. In such event, Company shall have no obligation to issue a refund or furnish
replacement Product. Further, Company shall incur no liability arising from a lack of network capacity of
the Product which results from concentrations of usage in certain locations.
11. Non-waiver of Default: In the event of any default by Buyer, Company may decline to make further
shipments. If Company elects to continue to make shipments, Company’s action shall not constitute a
waiver of any such default or affect Company’s legal remedies for any such default.
12. General Limitations: COMPANY SHALL NOT BE LIABLE TO BUYER OR TO ANY OTHER PERSON
FOR ANY LOSS OR DAMAGE CAUSED BY THE USE OF THE PRODUCTS, REGARDLESS OF
THE CAUSE. IN NO EVENT SHALL COMPANY BE LIABLE TO BUYER OR ANY OTHER PERSON
FOR ANY SPECIAL, COLLATERAL, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR
EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR
THE USE OF PRODUCTS PROVIDED HEREUNDER, REGARDLESS OF WHETHER COMPANY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH DAMAGES MAY INCLUDE,
BUT ARE NOT LIMITED TO, COST OF REMOVAL OR REINSTALLATION, COSTS TO PROCURE
SUBSTITUTE PRODUCTS OR SERVICES, RETESTING, OUTSIDE COMPUTER TIME, LABOR
COSTS, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF USE, LOSS
OF DATA, OR BUSINESS INTERRUPTION. BUYER AGREES TO INDEMNIFY AND HOLD COMPANY
HARMLESS FROM AND AGAINST ANY AND ALL LOSSES OR DAMAGES CAUSED BY USE OF
PRODUCTS BY BUYER OR BUYER’S CUSTOMERS. NO CLAIM, SUIT OR ACTION SHALL BE
BROUGHT AGAINST COMPANY MORE THAN ONE YEAR AFTER THE RELATED CAUSE OF
ACTION HAS OCCURRED. TO THE EXTENT THAT ANY OF THE ABOVE LIMITATIONS ARE
PRECLUDED IN A GIVEN STATE, SUCH PRECLUSION SHALL NOT AFFECT ANY OTHER
LIMITATIONS NOT SO PRECLUDED.
13. Specific Limitations: IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY FROM ANY
WARRANTY, INDEMNITY, OR OTHER OBLIGATION ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, OR ANY USE OF ANY COMPANY PRODUCT PROVIDED HEREUNDER,
EXCEED THE LESSER OF THE TOTAL AMOUNT PAID TO COMPANY FOR THE PARTICULAR
PRODUCTS SOLD UNDER THIS AGREEMENT WITH RESPECT TO WHICH THE LOSSES OR
DAMAGES ARE CLAIMED, AND ONE HUNDRED THOUSAND DOLLARS. THE EXISTENCE OF
MORE THAN ONE CLAIM AGAINST THE PARTICULAR PRODUCTS SOLD TO BUYER UNDER
THIS AGREEMENT SHALL NOT ENLARGE OR EXTEND THIS LIMIT.
14. BUYER UNDERSTANDS AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE
ESSENTIAL ELEMENTS OF THIS AGREEMENT AND THAT IN THE ABSENCE OF SUCH
LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS AGREEMENT WOULD BE
15. Contingencies: Company shall not be in breach of this Agreement and any non-performance or delays in
performance shall be forgiven when such non-performance or delays in performance are due to a
force-majeure event or other circumstances beyond Company’s reasonable control, including but not
limited to, shortages of labor, energy, fuel, machinery or materials, technical or yield failures, war, civil
unrest, any government act, law or regulation, including any judicial order or decree, any
communication or power failure, labor dispute, natural disaster, fire, flood, earthquake, explosion,
terrorist act or Act of God. If Company is unable to wholly or partially provide Products because of any
cause beyond its control, Company may terminate this Agreement without any liability to Buyer or any
third party, other than the refund of any amounts paid for the undelivered Products.
16. Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of
the State of California, without reference to conflict-of-laws principles. If for any reason a court of
competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision will
be enforced to the maximum extent possible to effectuate the intent of the parties, and the remainder
of this Agreement will continue in full force and effect. This Agreement shall not be governed by the
United Nations Convention on Contracts for the International Sale of Goods. Buyer agrees that
exclusive jurisdiction for any dispute arising out of or relating to this Agreement lies within courts
located in the State of California and consents to venue in Los Angeles County, California.
Notwithstanding the foregoing, any judgment may be enforced in any United States or foreign court,
and Company may seek injunctive relief in any United States or foreign court.
17. Entire Agreement: This Agreement and the price quotation constitute the entire agreement between
the parties relating to the sale of the Products and supersedes all previous communications,
representations, or agreements, either oral or written, with respect to the subject matter hereof.
18. Company: Company, as used throughout this Agreement, means Advanced Tracking Solutions, Inc
and its successors and/or assigns located at 3222 Corte Malpaso #208, Camarillo, CA 93012.