Master Sales Agreement

BY CLICKING SUBMIT YOU (AS THE CUSTOMER) AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS MASTER SALES AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS AND CONDITIONS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL ACTUAL AUTHORITY TO BIND THAT COMPANY OR LEGAL ENTITY TO THESE TERMS. Upon clicking submit, you will be required to provide your title, and electronically sign and date this Agreement in order to complete this submission. These terms and conditions ('Agreement') apply to your purchase of products and/or services (collectively, 'Product(s)') sold in the United States by TechTurn, Ltd., a Texas limited partnership ('TechTurn'), including its affiliates and subcontractors. By accepting delivery of the Product, you agree to, accept and are bound by the terms and conditions of this Agreement. This Agreement shall apply unless you have a separate written agreement with TechTurn, in which case the separate agreement shall govern.

All orders and payments shall be in such form acceptable to Techturn and all payments must be received by Techturn prior to shipping any Product unless otherwise agreed by Techturn.
The minimum reseller order is $3,500.00 U.S. dollars unless otherwise agreed by TechTurn.
TechTurn is not responsible for pricing errors and reserves the right to unilaterally cancel any orders resulting from such errors.
You must notify TechTurn of any billing errors within 60 days of the order date; Tehcturn shall not be liable for any billing errors unless you have provided Techturn with such notice within such 60 period.
Techturn has the right to reject any order for any reason or for no reason in its sole discretion; Techturn shall have no obligation to fill any Product order and may terminate this Agreement at any time in its sole unilateral discretion.
Defective Product. In the event that a product is received "defective", a return number (RMA) is required in order to return the "defective" product for credit/refund/exchange. In the event that TechTurn does not have a replacement product, TechTurn will issue a credit for the amount of the product.
As-Is Product. No returns are accepted on As-Is Products.

Techturn makes no representation, express or implied, that any quantity of Products will be available for sale under this Agreement.
This Agreement creates a non-exclusive arrangement between you and TechTurn.

You are responsible for all shipping charges unless otherwise agreed in writing by TechTurn. Unless you specify otherwise, all orders are shipped FedEx Saver or UPS Ground and will be insured for the dollar value of the purchase.
Your invoice may also include packaging and handling charges.
Title to products passes from TechTurn to you at the time of shipment from TechTurn's facility. Loss or damage that occurs during shipping by a carrier selected by you is your responsibility.
You must notify TechTurn within 10 days of the date of product receipt or acknowledgement if you believe any part of your purchase is missing, wrong or damaged.

Techturn's prices do not include any sales, local or other similar taxes. All such taxes are your responsibility and will be added to your invoice as required by applicable law.

You are responsible for the shipping costs associated with any returns.
Credits for any returns will be determined by Techturn in its sole discretion.
TechTurn Product Sales will not reimburse for any shipping, insurance or C.O.D. charges.
All product returns must be sent back in original packaging. Damage done to equipment due to poor packaging will be the responsibility of the customer that shipped it.
Customers have 10 business days from date of product receipt to submit their TechTurn RMA Request form, complete with item and issue detail, or their equipment will not be considered for return/repair.
A return number (RMA or Return Merchandise Authorization) issued by TechTurn is required before shipping product back for credit/refund/exchange. This RMA number must be written on the outer packaging when shipped back and a copy of the TechTurn RMA Request document must be included in the box with the equipment.
Restocking Fee. There may be a 20% restocking fee accessed to order returns that involve refunds.
Defective Product. In the event that a product is received "defective", a return number (RMA) is required in order to return the "defective" product for credit/refund/exchange. In the event that TechTurn does not have a replacement product, TechTurn will issue a credit for the amount of the product.
As-Is Product. No returns are accepted on As-Is Products.

New, refurbished or working Products either carry a limited warranty or are sold "as is" and carry no warranty.
For a Product which carries a warranty, the terms of such warranty are set forth in your invoice.
There is no warranty for cosmetic damages that do not affect the functionality of the system, such as latches and slight scratches.
Techturn labels all of its parts; all warranties are void if TechTurn labels are tampered with or removed.
All warranties are void if any parts are switched or exchanged or if you disassemble any part of any Product.
All warranties are void for any Product damage as a result of any attempt to load software.
TechTurn does not warrant that (i) the operation of Products will be uninterrupted or error free, (ii) Products will operate in any particular hardware and software combinations or (iii) that Product will meet requirements specified by you.
TECHTURN MAKES NO WARRANTIES FOR SERVICE, SOFTWARE, OR NON-TECHTURN BRANDED PRODUCT, SERVICE, MAINTENANCE OR SUPPORT. SUCH PRODUCT, SOFTWARE, SERVICE, MAINTENANCE OR SUPPORT IS PROVIDED BY TECHTURN �AS IS� AND ANY THIRD-PARTY WARRANTIES, SERVICES, MAINTENANCE AND SUPPORT ARE PROVIDED BY THE ORIGINAL MANUFACTURER OR SUPPLIER, NOT BY TECHTURN. TECHTURN MAKES NO WARRANTIES EXCEPT THOSE EXPRESSLY STATED ABOVE. TECHTURN�S LIMITED WARRANTIES ARE EFFECTIVE ON PAYMENT IN FULL, AND TECHTURN IS NOT OBLIGATED TO HONOR ANY WARRANTY OR PROVIDE SERVICE UNTIL TECHTURN RECEIVES PAYMENT IN FULL. TECHTURN MAY REQUEST CANCELLATION OF THIRD-PARTY-BRANDED SOFTWARE LICENSES, SERVICES, MAINTENANCE OR SUPPORT IF TECHTURN DOES NOT RECEIVE PAYMENT. IF YOU PURCHASE THIRD-PARTY-BRANDED PRODUCT, SERVICES, MAINTENANCE, OR SUPPORT, ADDITIONAL THIRD-PARTY TERMS AND CONDITIONS MAY APPLY.
THE WARRANTIES AND ANY ASSOCIATED REMEDIES EXPRESSED OR REFERENCED IN THIS AGREEMENT ARE EXCLUSIVE. NO OTHER WARRANTY, WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED BY TECHTURN OR MAY BE INFERRED FROM A COURSE OF DEALING OR USAGE OF TRADE. TO THE EXTENT ALLOWED BY LOCAL LAW. TECHTURN EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

You agree to comply with all applicable state, national and international laws and regulations regarding export and or disposal of equipment purchased, expressly including all applicable environmental laws. You further agree not to unlawfully export, either directly or indirectly to any countries or persons that are subject to U.S. export restrictions or that are prohibited from participating in U.S. export transactions.
You agree to screen your customers to ensure that the equipment purchased will not be used or disposed of in any way that is considered prohibited.
You will report to TechTurn any fines, violations, and noncompliance with respect to any applicable law within 5 calendar days from receiving notice of same.
Supplemental Statement of Work: The sale of certain products and commodities requires additional 'downstream' documentation for TechTurn to meet contractual obligations to certain clients. TechTurn may require a supplemental 'Statement of Work' that will be an addendum to this Master Sales Agreement to ensure that downstream procedures covering re-use and recycling adhere to all applicable laws, industry 'best practices' and contractual obligations.

You will indemnify, defend, and hold harmless TechTurn (including its subcontractors and affiliates) (i) from and against any claims or alleged claims, damages and costs (including reasonable attorneys' fees) resulting from any environmental noncompliance or service in the disposition of Products and (ii) from any and all claims and liabilities, damages and costs (including reasonable attorneys' fees) arising out of this Agreement including, but not limited to, any actual or alleged: (i) breach of any of your representations, warranties or any other term of this Agreement; (ii) asserted or actual infringement of any intellectual property rights; (iii) personal injury, death or property damage; (iv) unlawful, unfair, or deceptive trade practices attributable to you or your contractors; and (v) other acts or omissions by you or your contractors not otherwise covered by the foregoing.
In addition, if an allegation is made that may inhibit the ability of TechTurn (including its subcontractors and affiliates) to market, distribute, license and/or use the Products (e.g., a claim of intellectual property infringement), then you will do all things necessary, at your own expense, to obtain the necessary rights for TechTurn (including its subcontractors and affiliates), to market, distribute, license, and/or use the Products on an uninterrupted basis.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING LOST REVENUES OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE SALE OF PRODUCTS OR SERVICES, EVEN IF ONE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TECHTURN�S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL OF ALL FEES RECEIVED BY TECHTURN FROM YOU UNDER THIS AGREEMENT DURING THE PRIOR 12 MONTHS OR $20,000, WHICHEVER IS LESS.

THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THEREUNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN YOU AND TECHTURN ARISING FROM OR RELATING TO THIS AGREEMENT, ITS INTERPRETATION, OR THE BREACH, TERMINATION OR VALIDITY THEREOF, THE RELATIONSHIPS WHICH RESULT FROM THIS AGREEMENT, TECHTURN'S ADVERTISING, OR ANY RELATED PURCHASE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAW.
BOTH PARTIES AGREE THAT ANY DISPUTES ARISING BETWEEN THE PARTIES UNDER THIS AGREEMENT SHALL BE FILED EXCLUSIVELY IN THE STATE OR FEDERAL COURTS OF AUSTIN, TRAVIS COUNTY, TEXAS.

The terms and conditions herein may not be altered, supplemented, or amended by the use of any additional document(s) that purport to be an agreement of the parties. Any attempt to supplement or amend these terms and conditions or to enter an order for Product(s) which is subject to additional or altered terms and conditions shall be null and void.

TechTurn shall not be responsible or liable in any way for any delay or failure to perform its obligations hereunder when such delay or failure is caused by conditions or circumstances beyond its reasonable control. Such causes may include, but are not restricted to, Acts of God or of the public enemy, acts of the government in the sovereign capacity, fires, floods, epidemics, earthquakes, quarantine restrictions, strikes, freight embargoes and unusually severe weather. In the event of shortage, TechTurn may allocate sales and deliveries in its sole discretion.

Failure of TechTurn to insist upon strict performance of any provisions hereof shall not be deemed a waiver of its right and remedies.
If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future law effective during the terms hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof and the remaining portions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement, a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

Any provisions in this Agreement which by their nature extend beyond the termination or expiration of any sale or license of Products will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.

Neither party will assign their rights or delegate or subcontract their duties under this Agreement without the prior written consent of the other party. Any unauthorized assignment of this Agreement is void.

You will maintain (and provide to TechTurn upon request) relevant business and accounting records to support invoices under this Agreement and proof of required permits and professional licenses, for a period of time as required by local law, but not for less than three years following termination of this Agreement. All accounting records will be maintained in accordance with generally accepted accounting principles..

You will comply with all applicable data privacy laws regarding privacy, confidentiality, data security, security breach notices, and marketing communications methods. You will not use, disclose, or transfer across borders personal data except to the extent it is necessary to perform under this Agreement.

***All purchases are subject to the terms and conditions listed in above agreement.


Business Name *

Parent Company Name
	only if applicable
DBA Name
	only if applicable


First name *	Last name *

Billing Address *

City *	State *	Zipcode *

Work Phone *		Fax
ext
E-mail Address *


Primary Shipping Address

City	State	Zipcode

Phone Number		Fax
ext
E-mail Address

Federal Employmer Identification Number

Dunn and Bradstreet Number

State Sales Tax (Resale) Certification Number (Texas & Virginia only)


Bank Reference
1.
Trade Reference
1.
2.
3.

I have read and understand the TechTurn Master Sales Agreement and agree to the stated terms and conditions.
Signature *	Title *	Date *


BY CLICKING SUBMIT, I AGREE TO THE TERMS & CONDITIONS STATED IN THE MASTER SALES AGREEMENT ABOVE.