Agreement - Master Sales & License Agreement - Implement Routeware for Solid Waste - Routware, Inc.

Home Browse Search

ROUTEWARE MASTER SALES AND LICENSE AGREEMENT This document lists the terms and conditions under which Routeware, Inc., a Delaware corporation with offices located at 16525 SW 72nd Avenue, Portland, OR 97224 ("aatpre "), is willing to sell products and services to the entity listed in an Order Form issued by Routeware ("gstornr"). Together with an Order signed by Customer, these terms and conditions form a "Master g�e,ern„ant" with respect to the Products and Services listed in the Order. The signing of an Order or issuance of a Purchase Order by the Customer and/or use of Services, having had the opportunity to read these terms and conditions, shall be deemed conclusive evidence of the Customer's acceptance of the terms of the Master Agreement. TERMS AND CONDITIONS 1. GENERAL ORDERING PROCESS 1.1 Ordering. From time to time, Routeware may sell to Customer hardware products (including all on- board computers and peripheral devices, such as the RCore devices) ("M-i, .r . rqN") and software products ("5pftwgra") (together, Vrodfct "), and related Support (as defined in Section 2) and/or other installation, support, consulting, software development, or disaster recovery services (collectively," ge Micle_s"), all pursuant to an authorized order form issued by Routeware that is signed by Customer (an "Order"). Together, an Order and these terms and conditions form a " aster rc eN hereinafter "A reernent�", between Routeware and Customer regarding the Products and Services subject to the Order. 1.2 Delivery and Acceptance. Routeware will use reasonable efforts to meet the delivery dates for Products and Services that are specified in an Order. All Product shipments are delivered F.O.B. Destination ("Customer's facility), with title and risk of loss passing at that time. For Products to be installed by Routeware, acceptance does not occur until, the sooner of: the system go live event including the successful sending of routes to the drivers with implies hardware and software acceptance; or successful acceptance testing has been completed during a mutually agreed upon testing period. For Products that are not installed by Routeware, acceptance is deemed upon delivery. (c) Payment Terms. Each Order sets forth the amounts due for all Products and Services that it covers (the "Fees"). Unless otherwise stated in an Order, Customer will pay all invoiced Fees in United States Dollars within thirty (30) days following invoice date. Any Fee not paid when due will bear a late payment charge of 1.5% per month compounded daily from the due date until the date paid, or such lower rate as allowed by applicable law. All Fees are non-refundable. Customer will reimburse Routeware in full for any and all collection costs incurred by Routeware. Routeware may, at its option, delay the delivery of Products and/or suspend Services and Support until all overdue Fees and late charges have been paid in full. If Routeware permits delayed payment or otherwise finances any purchases of Products by Customer, (a) Customer grants to Routeware a first priority, purchase money security interest in such Products as collateral until payment is made in full, (b) Routeware will enjoy all rights and remedies available to it with respect to such collateral under applicable law, Customer will take all steps reasonably requested by Routeware to facilitate such security interest, and (d) Customer will not transfer nor permit any other security interests or liens to be applied to such Products until payment is made in full. Customer is responsible for all applicable taxes and will reimburse Routeware for the same.