TERMS AND CONDITION OF SALE:

IKS Technologies, Inc., within this agreement is referred to as “IKS”, the words “you”, “yours”, customer and Company refer to the Customer for which the transaction is being processed and this Terms and Conditions of Sale Agreement is referred to as “Agreement”.

1. GENERAL
a. These Terms and Conditions are hereby incorporated into and made a part of any purchase order by you to order any products from IKS.
b. By placing this order, you are hereby accepting to by bound by these terms and conditions.
c. This Agreement constitutes the entire agreement between you and IKS, and supersedes all of our prior written and oral agreements and understandings relating to the subject. IKS may at any time, subject to applicable law, change or alter the terms and conditions stated herein governing the Agreement.
d. Information and terms provided on IKS Estimates are an addendum to this agreement.
e. Return of products is not accepted by IKS. All sales are final. In the event IKS agrees to accept a return, which is at the sole discretion of IKS, the returned item(s) will be subject to a 25% restocking fee.
f. Customer acknowledges that the kiosk and it(s) design is/are the intellectual property of IKS, and protected under United States and International copyright law. Kiosks cannot be manufactured in whole, or in part, by anyone other than IKS. Replication of kiosk by Customer is strictly forbidden.
g. IKS may sell, assign and/or transfer any or all of this Agreement or any balances due thereunder without prior notice to you. You may not sell, assign or transfer your obligation under this Agreement.

2. NCNR
a. Customer agrees to purchase from IKS (or its subsidiaries or other affiliates) the products subject of the estimate and or invoice on a non-cancelable, nonreturnable and non-rescheduable basis (“NCNR”). Customer agrees that it shall not: (1) cancel any order for the Products, (return any of the Products(unless they are defective and otherwise covered by warranty under our standard Terms and Conditions to be handled as set forth therein), or(2) reschedule the original delivery dates for any of the Products. Customer shall pay the full purchase price of the Products to be invoiced as of the original schedule date even if Customer refuses or reschedules delivery in violation hereof.

3. PAYMENT
a. Standard Payment terms to IKS are 100% payment due at time of order. All prices are quoted and payable in US Dollars. Alternate terms of sale are solely at the discretion of IKS and may impact pricing.
b. All credit card transactions are subject to a 3% convenience fee.
c. International Customers: All prices are quoted in United States Dollars (USD). All remittances must be paid in United States Dollars by wire transfer.
d. IKS will impose a $30.00 Return Check Charge on each check returned unpaid. A valid California Resale Certificate will be required for any nontaxable purchase for delivery in California. Delivery address determines taxation status.
e. You hereby grant IKS a purchase money security interest in the equipment purchased hereunder to secure the due and punctual payment of the purchase price specified. In the event of default by you in any payment due, IKS shall have the right, in addition to any other remedies it may have at law or in equity, to withhold shipment, to recall equipment in transit and retake the same, to repossess any equipment or goods that are stored with IKS for your account without the necessity of IKS initiating any other proceedings. In addition, IKS shall have all of the rights and remedies of a secured party under the California Uniform Commercial Code and may exercise all such rights and remedies in accordance therewith. You agree to execute such documents as IKS may request to effectuate the foregoing security interest.

4. CREDIT
a. In the event IKS extends credit to you under this Agreement, you jointly and severally agree to pay for all purchases pertaining to this Agreement and all other charges as described below, according to the terms of this Agreement.
b. Late Charge: If IKS does not receive payment of any amounts due by the specified due date, a late charge will be assessed beginning on the due date
and continuing each day thereafter until all amounts due are paid in full. The late charge will be the lesser of (a) maximum amount permitted by applicable
law and (b) 1.75% per month, or 21% per annum, of the total balance due.
c. You are in default of this Agreement if you: (a) fail to pay any balance due by its due date, (b) breach any other term or condition of this Agreement, (c)have made a material misrepresentation or misstatement in the Application, financial statement or other document submitted to us in connection with this Agreement, (d) become the subject of bankruptcy, receivership or other insolvency proceeding. If you default on this Agreement, we may (i) declare all amounts owed on this Agreement to be immediately due and payable, (ii) commence a collection action for all amounts owed under this Agreement, (iii)retain and/or repossess all goods purchased on this Agreement and otherwise foreclose and enforce our Security Interest in accordance with applicable law, (iv) exercise all other rights and remedies accorded to us by law. You agree to pay our costs of collections, including reasonable attorney’s fees and expenses.
d. This provision shall not be effective and binding on us and this agreement shall not be active until such time as we have advised you it has been approved by our Accounting Department.

5. LIABILITY
a. Limitation of Liability: In no event shall IKS (or any of its suppliers) be liable to you or any user of the equipment, or any portion thereof, or any third party for any incident, incidental, consequential, exemplary, or punitive damages, including loss of profits or goodwill, for any matter arising out of or otherwise relating to this agreement or related purchase order, whether such liability is asserted on the basis of contract, tort or otherwise, even if IKS has been advised of the possibility of such damages.
b. Indemnification: You acknowledge that IKS is providing equipment to you for your use, and that IKS has no control over how the equipment is used. You hereby agree to indemnify, defend and hold harmless IKS and its officers, directors, employees, agents and contractors (collectively, “Indemnified Parties”) from and against any and all third-party claims, demands, losses, liabilities, damages, suits, actions, attorneys’ fees and costs (collectively “Claims”) that any of the Indemnified Parties incur or suffer arising out of or otherwise relating to (i) the use or inability to use any of the equipment purchased under this agreement or related purchase order, or any portion thereof; (ii) any personal injury or property damage caused directly or indirectly by use or misuse of the equipment purchased under this agreement or related purchase order, or any portion thereof; or (iii) any use of the equipment, in whole or in part, in violation of any federal, state, country, local or municipal law, rule regulation, ordinance or similar edict.

6. DELIVERY
a. Standard manufacturing time is 4 to 8 weeks from date of completed sales paperwork and receipt of payment with approved funds to IKS. Lead times may vary for unforeseen events. IKS is not held responsible for delays caused to customer.
b. Any delays in receipt of Customer-consigned equipment or payments due will cause equal or greater delays in IKS delivery.
c. All Customer-consigned equipment must be received at the IKS factory no later than three (3) weeks prior to delivery.
d. FOB Origin (IKS Factory). Shipping is to be arranged and paid for by customer. In the event IKS arranges shipping for you at your expense, all freight quotes are estimated for budgeting purposes only and are subject to change. All quotations are valid for thirty (30) days only.

7. WARRANTY
a. IKS warrants all kiosk enclosures will be free of defects in material and workmanship for a period of one (1) year following the date of invoice or shipment, whichever occurs first (the “Warranty Period”).
b. Unless pre-negotiated, all custom kiosks are sold without any warranty, implied or otherwise.
c. Any product invoiced but not shipped will have its Warranty Period started as of the invoice date.
d. The manufacturer warrants all products individually. Please check with each product purchased for individual warranty information. Some custom orders may not have warranties. For additional information, contact your IKS representative.
e. IKS does not warrant any component provided by customer or its suppliers. Furthermore, IKS shall be held harmless for any damage that occurs to the provided equipment.
f. Any warranted products must be returned in original packaging, including manuals, cables, cords and any other accessories originally shipped. Products returned without all materials will not be accepted.
g. If a “Void Warranty if Removed” sticker or seal is broken or has been tampered with, the warranty is voided immediately. This is without exception.
h. If any warranty returned product, upon inspection, and at the complete discretion of IKS, is determined to have been tampered with, damaged, vandalized or serviced, the warranty is voided immediately.
i. IKS warranty may be voided by misuse, accident, modification, unsuitable physical or operating environment, improper maintenance by Customer or Customer’s service organizations, removal or alteration of part identification, or failure caused by a product for which IKS is not responsible.
j. Products that are non-operational upon delivery are considered to be DOA and are subject to the following: 1) The DOA period is the first seven days of receipt by customer of the product.
k. Removal of IKS product plates and/or barcode and serial numbers will result in a voiding of the warranty.
2) DOA products will be repaired or replaced and must be accompanied by an RMA number from IKS. 3) If the product fails after seven days, the Warranty will go into effect.
k. Warranty Limitation: The warranties provided in this agreement are exclusive and are in lieu of all other warranties, whether expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, and warranties of non-infringement. Except as expressly stated in this agreement, all warranties and conditions, whether expressed or implied by statute, common law or otherwise (including but not limited to implied terms of quality, and fitness for purpose) are hereby excluded to the extent permitted by law. Our warranty to repair or replace defective equipment is your sole remedy for any breach of warranty. Some states limit or do not allow the exclusion of implied warranties, therefore the above exclusion may not apply to you.

8. RETURN MERCHANDISE AUTHORIZATION
a. All warranties must be pre-arranged with IKS for a Return Merchandise Authorization (RMA) number. Products returned to IKS without a RMA number will not be accepted.
b. IKS will only pay shipping charges for RMA returns within the first thirty (30) days of receipt. All RMA product return(s) are shipped via the best way determined by IKS, at IKS’s sole discretion.

9. DAMAGE CLAIMS
a. IKS initiated and organized shipments are insured by the freight carrier. Each freight carrier has it own insurance policy. For more information about shipping insurance, please ask IKS prior to shipment.
b. Damaged shipments billed directly to customer supplied shipping accounts are the responsibility of the customer.
c. Damage due to shipping the products to customer is covered under the freight carriers insurance. IKS carriers have the right to assess damage claims and either accept or deny a claim. IKS has no control over damage claims and cannot guarantee a claim award or product replacement. If the freight carrier does not accept a damage claim, IKS reserves the right not to repair or replace the product.
d. It is highly recommended that customers inspect their orders at time of delivery. IKS must be notified within 48 hours of delivery if there is any damage to the order(s). Damaged products may either be repaired or replaced for the same or comparable product(s). Failure to notify IKS within 48 hours will result in void of repair or replacement. If damages occur from a Customer coordinated shipment(s), IKS is not responsible for repair or replacement.

10. GOVERNING LAW
a. This Agreement shall be governed by and construed in accordance with the laws of the State of California not notwithstanding its choice of laws or conflict laws doctrines. Further, if you are a resident of any other country other than the United States, you hereby acknowledge and agree that the United Nations Conventions on Contracts for International Sales of Goods, as it might be adopted by our country of residence, is not applicable to this agreement. You also agree that venue for any action arising out of or relating to this agreement shall be in the Superior Courts of California located within Orange County. You hereby submit to the exclusive jurisdiction of those courts and waive and agree not to raise any claim of forum non conveniens. You agree that any judgment or award of any kind ordered by the foregoing courts may be enforced by any court of competent jurisdiction in any county with you are then located or in which you have assets.