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Terms and Conditions of Sale

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE.

This Agreement contains the terms and conditions that apply to purchases by Home, Home Office, and Small Business customers from the Simpro Inc., entity named on the invoice that will be provided to you ("Customer") on orders for NatureSpirit branded products and/or services and support sold by Simpro Inc. in the United States. By accepting delivery of the NatureSpirit branded products and/or services and support described on that invoice, Customer agrees to be bound by and accepts these terms and conditions. If for any reason you are not satisfied with your Simpro Inc. branded product, you may return the it under the terms and conditions of Simpro Inc.'s "Total Satisfaction Return Policy", which is located online at www.naturespiritproduct.com/returnpolicy or may be found in the documentation accompanying the product.

THESE TERMS AND CONDITIONS APPLY (I) UNLESS THE CUSTOMER HAS SIGNED A SEPARATE PURCHASE AGREEMENT WITH Simpro Inc., IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (II) UNLESS OTHER Simpro Inc. STANDARD TERMS APPLY TO THE TRANSACTION.

These terms and conditions are subject to change without prior written notice at any time, in Simpro Inc.'s sole discretion.

1. Other Documents. Other than as specifically provided in any separate formal purchase agreement between Customer and Simpro Inc., these terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for product(s) which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Customer and Simpro Inc..
2. Governing Law. THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. 
3. Payment Terms; Orders; Quotes; Interest. Terms of payment are within Simpro Inc.'s sole discretion, and unless otherwise agreed to by Simpro Inc., payment must be received by Simpro Inc. prior to Simpro Inc.'s acceptance of an order. Payment for the products and services and support may be made by credit card, wire transfer, or some other prearranged payment method unless Simpro Inc. has agreed to credit terms. Invoices are due and payable within the time period noted on the this invoice, measured from the date of the invoice. Simpro Inc. may invoice parts of an order separately. Orders are not binding upon Simpro Inc. until accepted by Simpro Inc.. Any quotations given by Simpro Inc. will be valid for the period stated on the quotation. Customer agrees to pay interest on all past-due sums at the highest rate allowed by law. Unless you and Simpro Inc. have agreed to a different discount, Simpro Inc.'s standard pricing policy for NatureSpirit branded product, which include both product and services in one discounted price, allocates the discount off list price applicable to the service portion of the product to be equal to the overall calculated percentage discount off list price.
4. Shipping Charges; Taxes. Separate charges for shipping and handling will be shown on the invoice(s). Unless Customer provides Simpro Inc. with a valid and correct tax exemption certificate applicable to the product ship-to location prior to Simpro Inc.'s acceptance of the order, the Customer is responsible for sales and all other taxes associated with the order, except for Simpro Inc.'s franchise taxes and taxes on Simpro Inc.'s net income. If applicable, a separate charge for taxes will be shown on the invoice.
5. Title; Risk of Loss. Title to products passes from Simpro Inc. to Customer on shipment from Simpro Inc.'s facility. Loss or damage that occurs during shipping by a carrier selected by Simpro Inc. is Simpro Inc.'s responsibility. Loss or damage that occurs during shipping by a carrier selected by Customer is Customer's responsibility. 
6. Warranties. THE LIMITED WARRANTIES APPLICABLE TO NatureSpirit branded PRODUCTS ARE INCLUDED IN THE DOCUMENTATION PROVIDED WITH THE PRODUCTS AND CAN ALSO BE LOCATED ONLINE AT WWW.NATURESPIRITPRODUCT.COM/WARRENTY. THERE ARE NO WARRANTIES FOR SERVICES. Simpro Inc. MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN Simpro Inc.'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. ANY SUCH WARRANTIES WILL BE EFFECTIVE, AND Simpro Inc. WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTIES, ONLY UPON Simpro Inc.'s RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED.
7. Return Policies. NatureSpirit branded PRODUCT and parts that are purchased directly from Simpro Inc. by a Customer may be returned by Customer in accordance with Simpro Inc.'s "30-Days 100% Satisfaction Guarantee Return Policy" in effect on the date of the invoice. Simpro Inc.'s "30-Days 100% Satisfaction Guarantee Return Policy" can be found at http://www.naturespiritproduct.com/return_policy.htm or in the documentation provided with the NatureSpirit branded product.
8. Exchanges. From time to time, Simpro Inc. may, in its sole discretion, exchange products or portions of a product. Any exchanges will be made in accordance with Simpro Inc.'s exchange policies in effect on the date of the exchange.
9. Products. Simpro Inc. continually upgrades and revises its products and service offerings to provide Simpro Inc. customers with new products and service offerings. Simpro Inc. may revise and discontinue products at any time without prior notice to customers. Simpro Inc. will ship products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible. The parts and assemblies used in building NatureSpirit branded products are selected from new and equivalent-to-new parts and assemblies in accordance with industry practices. Spare parts may be new or reconditioned. The quoted Simpro Inc. SKU numbers for NatureSpirit branded products are of the quantity specified by Simpro Inc. and conform in all material respects with the Simpro Inc. product specifications current on the date such products were shipped.
10. Limitation of Liability. Simpro Inc. DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE, OR THE PROVISION OF SERVICES AND SUPPORT. Simpro Inc. WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES BUNDLED WITH THE PRODUCTS, Simpro Inc. IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF PRODUCTS OR SERVICES UNDER THIS AGREEMENT.
11. Binding Arbitration. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) AGAINST Simpro Inc., its agents, employees, successors, assigns or affiliates (collectively for purposes of this paragraph, "Simpro Inc.") arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), Simpro Inc.'s advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under its Code of Procedure then in effect (available via the Internet at http://www.arb-forum.com, or via telephone at 1-800-474-2371). The arbitration will be limited solely to the dispute or controversy between Customer and Simpro Inc.. Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. Information may be obtained and claims may be filed with the NAF at P.O. Box 50191, Minneapolis, MN 55405.
12. Applicable Law; Not For Resale or Export. Customer agrees to comply with all applicable laws and regulations of the various states and of the United States. Customer agrees and represents that it is buying for its own use only, and not for resale or export. Simpro Inc. has separate terms and conditions governing resales and transactions outside the United States.
13. Service and Support. Simpro Inc. will provide general technical support to Customer in the United States, in accordance with the then-current technical support policies in effect. Service offerings may vary from product to product. If Customer purchased optional services and support, Simpro Inc. will provide the optional service and support to Customer in the United States in accordance with the then-current terms and conditions in the optional service contract between Simpro Inc. The optional services and support programs and their terms and conditions in place at the time or purchase will apply to Customer's purchase. Simpro Inc. has no obligation to provide service or support until Simpro Inc. has received full payment for the product or service/support contract for which service or support is requested.
14. Headings. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.