Terms and Conditions of Sale

By accepting delivery of the goods or components, including a software (the “Products” and/or a “Product”) provided by Soft Flow, Inc. or Soft Flow Hungary Ltd. (“Soft Flow”), or Soft Flow’s authorized distributor, you agree to be bound by and accept these terms and conditions and to remit the total charges for the Products (the “Purchase Price”) to Soft Flow. Unless otherwise agreed in a written supply agreement executed by an authorized officer of Soft Flow, all sales of Soft Flow products and all price quotations with respect to such products are subject to acceptance by the purchaser of these terms and conditions. These general terms and conditions of sale (“This Contract”) will exclusively govern the sale of all products by Soft Flow to you, the Buyer.

This Contract may not be amended except by written agreement signed by both you and an authorized representative of Soft Flow. This Contract may not be cancelled unless expressly approved in writing by Soft Flow. In event of cancellation, a cancellation charge may be determined.

By ordering these Products from Soft Flow, the Purchaser/Recipient agrees to comply fully with all applicable export-import control laws and regulations of all countries and governments involved in the export-import process, and expressly assumes responsibility for determining whether a transaction related to the export-import process requires government authorization of any involved country and, if so, for obtaining such authorization before shipping or otherwise transferring the Products.

All sales are F.O.B. Soft Flow’s shipping point unless otherwise agreed with Buyer. Shipping, handling, insurance and other costs may be added to the Purchase Price. You, the Buyer are responsible for any loss or damage that occurs during shipping, and title to Products passes to you upon shipment from Soft Flow’s facility.

Prices prevailing at time of shipment.

Payment Terms are net 30 days from date of invoice. A monthly service charge of 1.5% may be added to all past due balances. Soft Flow may reserve a security interest in the delivered Products and in the proceeds of sale of the Products to secure your obligation to pay the Purchase Price. Soft Flow shall release the security interest upon payment in full of the Purchase Price of the Product. You are responsible for all sales and other taxes, duties and government fees applicable to the sale of the Products in addition to the Purchase Price and you must reimburse Seller for any such taxes, duties or fees paid.

Soft Flow’s liability in connection with the Products and the supply thereof shall be limited to the repair or replacement of such Products at Soft Flow’s discretion. You agree that Soft Flow is not responsible for any indirect, consequential, or business damages (including without limitation, loss of profit or use), which may be suffered as a result of Soft Flow’s breach of any contract, representation, or warranty or as a result of your use of the Products.

Soft Flow warrants that at the time Soft Flow ships the Products, the Products shall meet the specifications provided to you by Soft Flow. This warranty shall be void if the Products have been misused, improperly handled, altered, abused or if the Products’ failure to conform to the warranty was due to any other conditions beyond the control of Soft Flow. The warranty set forth in this paragraph is exclusive regarding the Products and in lieu of all other warranties express, implied or statutory, including any implied warranty of merchantability or fitness for a particular purpose. All other warranties whether express of implied by statues or otherwise are hereby expressly disclaimed.

You, the Buyer, are responsible for examining the Products when you receive them. If any Product is damaged or missing, you must notify Soft Flow in writing within seven (7) days of receipt of delivery. If you fail to notify Soft Flow within this time period, you will be considered to have irrevocably accepted the delivered Products as conforming. Soft Flow shall not be liable for any damages that may result from a force majeure, which shall include acts of God, and any unforeseeable causes beyond the reasonable control, including but not limited to war, terrorism, insurrections, riots, injunctions, embargoes, fires, explosions, floods, etc.

Products may not be returned for credit except with Soft Flow’s prior, written permission.

You agree to use all Products supplied by Soft Flow in accordance with the instructions supplied with the Products. You are solely responsible for evaluating the appropriateness of the Products for your intended use, including any such use with your or other third party’s materials. You understand the risks associated with the use of the Products as set forth in the instructions supplied with the Products and expressly assume such risks.

You shall not reverse engineer, decompile, disassemble or modify the Products. Software is licensed, not sold, to you pursuant to a separate end user license agreement.

The terms and conditions of this Contract constitute the entire agreement between you and Soft Flow. If any provision of this Contract shall be held invalid or unenforceable due to whatever reason, the validity, and enforceability of the remaining provisions shall not be affected or impaired thereby.