1
EXHIBIT 10.31
- --------------------------------------------------------------------------------
STANDARD AGREEMENT FOR PURCHASE
- --------------------------------------------------------------------------------
No. CHT___________
This Agreement is made as of the ____________ day of ____________, 19 ___
between Forseon Corporation, a Delaware corporation dba Retail Merchandising
Service Automation (RMSA) _____________________ (Buyer").
Buyer agrees to purchase from RMSA, and RMSA, by its acceptance of this
Agreement, agrees to sell to Buyer, according to the terms and conditions set
forth below, all of the equipment, machines, computer systems and related items
identified in the Proposal dated ______________ enclosed herewith, (hereinafter
referred to individually and collectively as "the System"). All orders are
subject to acceptance by RMSA and RMSA reserves the right to reject any order.
Buyer will acquire the System from RMSA by (3):
[ ] REGULAR CASH TERMS
Buyer will pay a total price of $_____. Buyer tenders $_____ as a
deposit. Buyer agrees to pay the balance of the price (plus taxes and
shipping ) within five (5) days of receipt of RMSA's invoice.
[ ] CASH DISCOUNT
Buyer encloses a check with this order for the total price of $_____.
Buyer agrees to pay any taxes, shipping or other charges within five (5)
days of receipt of RMSA's invoice.
[ ] LEASE
The Buyer intends to lease the System from a lessor to be identified.
Buyer understands that:
1. RMSA does not guarantee that satisfactory lease financing can be
arranged.
2. Buyer will have to submit an application to the lessor, and the
acceptance of the Buyer's lease is at the sole discretion of the
lessor.
3. RMSA is not a party to the lease agreement, and makes no
representations as to the terms of the lease. The Buyer agrees to
have the lease documents reviewed by its counsel, and
4. Buyer acknowledges that RMSA will not order or ship the System until
satisfactory lease financing has been arranged, and the lessor has
been identified to and approved by RMSA.
Buyer tenders a deposit of $___ to RMSA, in consideration for ordering the
System. This deposit may or may not be equal to the security deposit required by
the lessor. Upon receiving payment in full for the System from the lessor, RMSA
will refund the above deposit to the Buyer, unless directed otherwise in writing
by the lessor.
DELIVERY
RMSA will cause the System to be delivered and the Buyer will take delivery of
the System, and upon delivery, sign all delivery and acceptance papers. If the
system is leased, Buyer further agrees to promptly verbally confirm to the
leasing company full acceptance of the System.
SEE ADDITIONAL TERMS AND CONDITIONS ON ATTACHED PAGE.
- --------------------------------------------------------------------------------
RMSA Analyst Analyst No:
- --------------------------------------------------------------------------------
Accepted By:
FORSEON CORPORATION, A DELAWARE CORPORATION,
DBA RETAIL MERCHANDISING SERVICE AUTOMATION
("RMSA")
(Buyer's full legal name)
By: __________________________________ By:X___________________________________
By:____________________________________
Please Print Name
Title: Vice President-Finance Date:____________
Title: _________________________ Date ________
2
ADDITIONAL TERMS AND CONDITIONS
This Agreement for Purchase of equipment from Forseon Corporation, a Delaware
corporation, dba Retail Merchandising Service Automation ("RMSA") is subject to
the following additional terms and conditions. The terms and conditions provided
herein, including all terms and conditions on Page 1, and the terms and
conditions of the related Software License Agreement, and any attachments
hereto, shall constitute the entire agreement between the parties relating to
the sale of the System.
1. TAXES - Any local, state or federal sales tax, use tax, excise tax, personal
property tax, or similar tax or assessment, except taxes based on the net income
of RMSA, imposed as a result of this Agreement shall be borne entirely by Buyer.
2. DELIVERY CONDITIONS - Delivery will be f.o.b. RMSA-Riverside, California.
Unless otherwise directed by Buyer, RMSA will prepay the freight and bill Buyer
for transportation charges. Buyer assumes all risk of loss upon delivery of the
Equipment by RMSA to the carrier. In the absence of instructions to the
contrary, RMSA, on behalf of Buyer, shall exercise its own discretion as to the
method of shipment to be used and the selection of a carrier but shall not be
deemed thereby to assume any liability in connection with the shipment nor shall
the carrier be an agent of RMSA.
3. CANCELLATION - Buyer shall be liable to RMSA in the event of Buyer's
cancellation of an order, for any special costs or expenses incurred by RMSA
primarily for the purpose of filling Buyer's orders. RMSA shall have the right
to cancel this Agreement if Buyer shall not make timely payments under this
Agreement or any prior Agreement or for services rendered to Buyer by RMSA.
4. INTEREST CHARGES - Buyer agrees to pay interest on the outstanding balance of
all payments past due at a rate equal to the lesser of 1-1/2% per month or the
highest rate allowed by law. Payments are past due when unpaid on the last day
allowed for payment on Page l.
5. PASS THROUGH OF MANUFACTURER'S WARRANTIES, DISCLAIMER AND LIMITATION OF
LIABILITY - To the fullest extent permitted by applicable law, RMSA hereby
assigns to Buyer all of RMSA's rights under all warranties made by the
manufacturer of the Equipment. BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT WITH
RESPECT TO THE EQUIPMENT, RMSA IS ACTING ONLY AS A DISTRIBUTOR IN THE SALE TO
BUYER, AND THAT RMSA MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT TO EQUIPMENT
WHETHER AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER
MATTER. NO REPRESENTATIVE OF RMSA IS AUTHORIZED TO MAKE ORAL OR WRITTEN
WARRANTIES, PROMISES, OR REPRESENTATIONS AS TO THE EQUIPMENT AND NONE SHALL BE
BINDING UPON RMSA UNLESS REDUCED TO WRITING AND SIGNED BY AN EXECUTIVE OFFICER
OF RMSA. RMSA SHALL IN NO EVENT, INCLUDING A CLAIM OF NEGLIGENCE, BE LIABLE FOR
ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT
LIMITATION, LOSS OF PROFITS) IN CONNECTION WITH THIS AGREEMENT OR BREACH THEREOF
OR, THE SALE, DELIVERY, INSTALLATION OR USE OF THE EQUIPMENT. BUYER AGREES THAT
RMSA SHALL NOT BE LIABLE FOR ANY CLAIM BASED ON PRODUCTS OR "STRICT" LIABILITY
OR FOR PERSONAL INJURIES. RMSA MAKES NO REPRESENTATION OR WARRANTY AND DISCLAIMS
ALL LIABILITY OF ANY TYPE WHATSOEVER ARISING OUT OF, OR RELATING TO, ANY
ALLEGATION OR DETERMINATION THAT THE EQUIPMENT, OR THE OPERATION OF THE
EQUIPMENT, INFRINGES UPON, OR CONSTITUTES WRONGFUL USE OF ANY COPYRIGHT, TRADE
SECRET, PATENT OR OTHER PROPRIETARY RIGHT. RMSA DISCLAIMS LIABILITY FOR DAMAGE
INCURRED IN SHIPMENT TO OR FROM RMSA. IN THE EVENT THAT THE EQUIPMENT IS
RECEIVED IN DAMAGED CONDITION, THE CARRIER SHOULD BE NOTIFIED IMMEDIATELY BY
BUYER. CLAIMS FOR SUCH DAMAGE SHOULD BE FILED WITH THE CARRIER INVOLVED AND NOT
WITH RMSA.
6. SECURITY INTEREST - Without reference to the form of invoice which may be
used by RMSA, a purchase money security interest in the Equipment shall remain
in RMSA as security until the purchase price (including any extensions of
payment) whether evidenced by note or otherwise shall be fully paid. The
Equipment shall remain personal property, whatever may be the mode of its
attachment to realty or other property, until the purchase price is paid in
full, and Buyer shall execute all documents and perform all acts which may be
necessary to perfect and assure retention of such security interest in RMSA.
7. LEGAL FEES - In the event that any legal action is initiated to enforce any
provision of this Agreement against Buyer, RMSA shall be entitled to collect
reasonable attorneys' fees and costs incurred in such action.
8. CAPTIONS - The captions to the various paragraphs contained in this Agreement
are inserted only as a matter of convenience and are in no way intended to
define, limit, construe or describe the scope or intent of any particular
paragraph to which they pertain, nor in any way affect the Agreement.
9. ENTIRE AGREEMENT - This writing, any attachments hereto and the related
Software License Agreement, is intended by the parties as a final expression of
their agreement and is intended also as a complete and exclusive statement of
the terms of their agreement. RMSA is not bound by any terms on Buyer's purchase
orders or order blanks which attempt to impose any conditions at variance with
RMSA's terms and conditions of sale which are included herein. If Buyer's order
forms contain any term inconsistent with or contrary to any terms of this
Agreement and such term is not expressly accepted by RMSA in writing, such term
is hereby objected to by RMSA and shall not form part of any contract or
agreement between the parties. No course of prior dealings between the parties
and no usage of the trade shall be relevant to supplement or explain any term
used in this Agreement.
10. OTHER PROVISIONS - No variation or modification of this Agreement or waiver
of any of the terms or provisions hereof, including the terms and conditions
included on any purchase order or other form, shall be deemed valid unless it is
in writing and signed by an executive officer of RMSA, and it specifically
references this Agreement or the relevant purchase order or other form. Failure
by either party to enforce any terms hereof shall not be deemed as a waiver of
future enforcement of that or any other term. If any provision of this Agreement
is held invalid under any applicable statute or rule of law such invalidity
shall not affect the validity or enforceability of other provisions of this
Agreement and to this end the provisions of this Agreement are declared to be
severable. This Agreement and the rights, duties, and obligations hereunder may
not be assigned by the Buyer without the prior written consent of RMSA, but RMSA
may assign this Agreement without the consent of Buyer. RMSA shall not be held
liable or responsible for delays in performing or failures to perform to the
extent that such delay or
2
3
failure results from any cause beyond RMSA's control, including, but not limited
to, delays caused by Buyer, Equipment manufacturer, and/or distributor or any
other third party, acts of God, labor disputes, government laws or regulations,
public disorders, fire or explosion. This Agreement is to be construed and
interpreted in accordance with the internal laws of the State of California.
3