Terms and Conditions of Sale and Service


1. Purchase Orders
All orders or changes in orders for BAT products of Best American Services Inc. BAT Inc. (here in after referred to as BAT Inc.) Product is subject to acceptance by BAT Inc. any changes must be in writing no later than three (3) days from original date of order request form in San Diego California, Pricing and delivery adjustment will be stated at time of acceptance.

 BAT Inc. Continually up dates and discontinues products. BAT Inc. will ship products that have the functionality and performance of the products ordered by there. May be changes between what is shipped and what is described in a specification sheet or catalog. 

2. CONTROLLING TERM AND CONDITIONS.
Products furnished by BAT Inc. are sold only on the term and conditions state here in unless other wise specifically agreed to in writing by BAT Inc. accordingly; buyers assent to these terms and conditions of sale and buyers agrees that no other term and conditions shall apply. In the absence of such assent, the beginning of performance or delivery shall be for buyer’s convenience and shall not be construed to be acceptance of buyer’s term and conditions. If a contract is not earlier performed by mutual agreement in writing, Acceptance of any product by buyer shall be deemed acceptance of BAT Inc. Term and conditions of sale contained here in. BAT Inc. hereby objects to any different terms on buyer’s purchase order.

3. PRICING AND PAYMENT
Subject to credit approval by BAT Inc. will intended to collect fifty percent (%50) Payment due with request for order form and fifty percent (%50) remind upon on delivery of the goods .All Invoices not paid within thirty (30) days of shipment shall incur a service charge at the rate of two percent (2 %) per week or the highest rate permitted by laws, on any outstanding overdue balance. Excluding Export (under NAFTA) or resale of the goods (Valid reseller permit must be faxed to BAT Inc.)  Buyer shall pay all taxes associated with the sale and licensing of all BAT Inc. Products purchased or licensed under this agreement. No deductions may be taken from any invoice unless BAT Inc. issues a credit memo.

4. DELIVERY, TITLE AND RISK OF LOSS

Shipments are subject to availability. BAT Inc. reserves the right to schedule and / or reschedule any order at BAT Inc. discretion and to decline any order for credit reasons, BAT Inc. will use reasonable efforts to meet any scheduled shipment date. However BAT Inc. will not be liable for delay in meeting a scheduled shipment date for any reason. If product is in short supply, BAT Inc. will allocate them equitably at BAT Inc. discretion, among its customers. BAT Inc. shall not be liable for any failure to perform due to contingencies beyond its reasonable control, including but not limited to strikes, riots, wars, fire, acts of god or acts in compliance with any law or government regulation.  All products shall be delivered to buyer F.O.B. origin upon transfer to a common carrier. All shipments shall be made freight collect. Buyer shall pay Insurance, Rigging and drayage charges all transportation. Upon delivery to carrier, title and risk of loss to all products shall pass to buyer. In the event of any loss buyer shall assume responsibility for promptly advising the carrier and insurer of the loss, for filling a claim and for recovery of any sums owed by such parties to buyer.

5. LIMITED WARRANTY.
BAT Inc, Extends a limited warranty as set forth in a limited warranty statement packaged with each product from the Manufacturer The remedies stated on each statement are buyer’s sole and exclusive remedies for warranty claims.
This warranty is in Lieu of any other warranty, expressed or implied; BAT Inc. makes no other warranties including warranties of Merchantability and of fitness for a particular purpose. This warranty is made only to the buyer and is not transferable. The buyer must generate all warranty claims.
Product may not be returned without RMA (return material authorization.) Customer may request in writing to receive RMA # (subject to restocking charges)

6. SOFTWARE LICENSE.
Unless otherwise specifically agreed to in a separate writing all software programs furnished by BAT Inc. Are licensed under the term and condition, including applicable. Warranties of the BAT Inc program license agreement or other license agreement packaged with the product.

7. PATENTS.

Unless the design of such product originates with the buyer BAT Inc. To the extent of the price of the product in question shall hold the buyer harmless and defend buyer against any suit or suits for alleged infringement of any copyright, trademark or patent. Arising out of buyer’s use or sale of any BAT Inc. products. Buyer’s authorizing BAT Inc. to conduct and control the defense such suits
and to the alleged infringement being attributable solely to the design of such product, and no  connection of such threat or the use of such  product. With other equipment or threats of infringement received by buyer.

8
. PROPRIETARY INFORMATION.
Unless specifically agreed to in separate writing, any knowledge or Information disclosed by buyer shall not be deemed confidential or proprietary in nature. All writing information obtained by buyer from BAT inc. in connection with this order and with this order and witch is identified As proprietary included , but  not  limited to , any specifications, drawings, blue print and software programs, shall remain the property of BAT Inc. and shall  not be disclosed to any third parties without prior written consent of BAT Inc.

9. LIABILITY.

BAT INC. will not be liable for any failure or delay in performance due in whole or in part any cause beyond BAT Inc. reasonable control In no event shall BAT Inc. be reliable to buyer for (I) any special, indirect, incidental, reliance consequential damages, (II) any damages resulting from loss of use, data or profits or (III) any claim whether in contract or other that arose more than one year prior to institution of suit thereon.

10. EXPORT.

Buyer’s agree that the products purchased here under will not be exported directly or indirectly, separately or apart  of a system, without first obtaining a license from the U.S Department of Commerce or other appropriate agency of the U.S Government, As required.

11. APPLICABLE LAW AND JURISDICTION.

All transactions between BAT Inc and buyer under this agreement shall be governed and construed in accordance with the laws of the sate of California. Buyer submits to the jurisdiction of the appropriate federal state or local court in the state of California. Any legal action Instituted by buyer against seller shall be brought exclusively in the city of San Diego, state of California.