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Terms and Conditions of Sale
U.S. Terms and Conditions Of Sale
THESE TERMS AND CONDITIONS OF SALE, SHALL APPLY TO CUSTOMER’S PURCHASE OF PRODUCTS IN THE UNITED STATES THROUGH
THE TRIMBLE MOBILE SOLUTIONS ON-LINE STORE AT www.tmsreplacements.com.
1. GENERAL. THIS SALE IS EXPRESSLY MADE CONDITIONAL ON CUSTOMER'S ASSENT TO THESE TMS CONDITIONS OF SALE
("TERMS AND CONDITIONS"), AND TMS AGREES TO FURNISH THE ITEMS ("PRODUCT(S)") DESCRIBED IN CUSTOMER'S ORDER ONLY
UPON THESE TERMS AND CONDITIONS. CUSTOMER'S OBJECTION TO ANY TERMS AND CONDITIONS CONTAINED HEREIN SHALL BE
CONSIDERED WAIVED IF WRITTEN NOTICE OF SUCH OBJECTION IS NOT RECEIVED BY TMS WITHIN TEN (10) DAYS OF CUSTOMER’S
PLACEMENT OF AN ORDER SUBJECT TO THESE TERMS AND CONDITIONS. IN ANY EVENT, CUSTOMER SHALL BE DEEMED TO HAVE
ASSENTED TO ALL TERMS AND CONDITIONS CONTAINED HEREIN IF ANY OF THE PRODUCTS ARE ACCEPTED BY CUSTOMER. These
Terms and Conditions, together with the Basic Information (described in Section 2 below) set forth on a Customer order, as may be accepted by
TMS in its sole discretion (the "Accepted Order"), constitutes the entire agreement of the parties. No waiver or modification or additions to these
Terms and Conditions shall be binding on TMS unless in writing and signed by an authorized TMS representative.
2. ORDERS. In conformance with Trimble Mobile Solution’s On-Line Store order form, all orders for Products submitted by Customer
("Orders"), must include the following: (i) Products and quantities; (ii) prices; (iii) shipping instructions; and (iv) the TMS Product part number;
(collectively "Basic Information"). All Orders, regardless whether or not complying with the above requirements, shall be governed exclusively by
these Terms and Conditions. Any terms, conditions or information supplied by Customer on any Order other than the Basic Information shall be of
no effect unless TMS expressly agrees otherwise in a separate, signed writing. TMS will not be obligated to accept any Order, and will have no
liability for any Orders that are not accepted in writing. Partial shipment of an Order will not constitute acceptance of the entire Order.
3. PRICING AND PAYMENT. All prices are stated and shall be paid in United States dollars or such other currency as is indicated on the
Accepted Order. Product Prices stated are exclusive of, and Customer will pay any applicable income, consumption, property, export, excise,
sales and use, or other taxes, custom duties, or similar charges, levies or assessments, or related withholding obligations or withholding taxes.
Products purchased or sold by Customer under TMS's (or its parent company, Trimble Navigation Limited’s (“Trimble”’s,) United States General
Services Administration ("GSA") Schedules will be subject to all of the terms, conditions and pricing described in the applicable GSA Schedule.
All payments for Products purchased through the Trimble Mobile Solutions On-Line Store shall be made cash in advance by credit card (must be
U.S. Credit cards accepted by TMS with U.S. billing and shipping addresses only), and therefore orders will be charged to Customer’s account
upon acceptance.
4. DELIVERY AND SHIPMENT. Delivery of the Products will be made on an FCA (Incoterms 2000) point of origin basis, meaning that title and
risk of loss or damage to the Products covered by these Terms and Conditions shall pass to Customer upon delivery to the carrier (except for title to
software products, in which case only title to the media shall pass). Customer will pay or reimburse TMS for all costs of handling, carriage,
insurance (as applicable), taxes, duty and other related transport charges in connection with the shipment of the Products. TMS will use
commercially reasonable efforts to dispatch the Products by any commercially reasonable means of transport to the destination specified on the
Accepted Order unless otherwise requested in writing by Customer or Customer is in breach of these Terms and Conditions. TMS shall not be liable
for late or delayed shipment.
5. NO CANCELLATION / MODIFICATION. The Trimble Mobile Solutions On-Line Store begins processing Orders promptly and, therefore, TMS
is unable to accept Order cancellation or change requests once an Order confirmation has been sent. If an Order is processed in error, please
contact the Trimble Mobile Solutions On-Line Store customer service immediately at sales@tmsreplacements.com for instructions. Orders will be
charged to your account upon TMS’s acceptance.
6. INSPECTION AND ACCEPTANCE. The Customer's acceptance of Products shall be deemed to have occurred upon delivery to the carrier
at the FCA point of origin. The Customer shall inspect the Products immediately and shall notify TMS within thirty (30) days of delivery of any non-
conformance. If Customer has not provided TMS written notice of non-conformance within the 30-day period, Customer will be deemed to have
waived its right to return the Products. Should any Product fail to conform to the requirements of this paragraph, TMS (or its supplier, if applicable)
may, at its option, repair or replace that Product, or refund the purchase price paid by Customer. In no event shall any Product be returned,
reworked, or scrapped by the Customer without TMS's express written authorization. All returns must be made pursuant to TMS's Returns Policy and
Return Materials Authorization (“RMA”) procedure. Return of Products may be subject to restocking charges as set forth in the Returns Policy.
7. RESERVATION OF RIGHTS; SUBSTITUTIONS AND MODIFICATIONS. TMS reserves all rights not specifically granted to Customer under
these Terms and Conditions. Without limiting the generality of the foregoing, TMS reserves to itself and its suppliers the right to discontinue a
Product, service or their support and to alter the design or construction of any Product; and to make substitutions or modifications to the
specifications of Products.
8. SOFTWARE. Product software (whether built into hardware circuitry as firmware, provided as a standalone computer software product,
embedded in flash memory, or stored on magnetic or other media)delivered to Customer under these Terms and Conditions is licensed and not
sold. If accompanied by a separate end user license agreement, Customer’s use of any such software Products will be subject to the terms of such
end user license agreement (including any differing limited warranty terms and exclusions), which shall control over these Terms and Conditions.
9. LIMITED WARRANTY.
9.1 Unless the limited warranty included with any Product covered by these Terms and Conditions grants different rights to the Customer, TMS
warrants to the Customer and only to the Customer that for a period of ninety (90) days from date of purchase the TMS and/or Trimble Products
covered by these Terms and Conditions will substantially conform to TMS’s or Trimble’s publicly available specifications for the Products and that
the hardware and any storage media components of the Product shall be substantially free from defects in materials and workmanship.
9.2 The limited warranty provided herein would apply only to those Products which are branded by Trimble or TMS with a Trimble or TMS
trademark. TMS does not warranty any third party Products even if included with other TMS or Trimble -branded Products. Furthermore, TMS
provides all such third party Products AS-IS. However, the original manufacturers or suppliers may provide their own warranties as specified in the
documentation accompanying such third party Products.
10. WARRANTY REMEDIES
If the Product fails during the warranty period for reasons covered by this Limited Warranty and you notify Trimble of such failure during the
warranty period, Trimble at its option will repair OR replace the nonconforming Product, OR refund the purchase price paid by you for the Product,
upon your return of the Product in accordance with TMS's standard Returns Policy and return material authorization (“RMA”) procedures
11. WARRANTY EXCLUSIONS AND DISCLAIMER.
11.1 The preceding warranties do not apply to defects resulting from:
improper or inadequate maintenance by Customer;
customer or third party supplied software, interfacing or supplies;
unauthorized modification;
improper use or operation outside of the specifications for the Product;
misuse, abuse, negligence, accident;
loss or damage in transit; or damage caused by accident, lightning or other electrical discharge, fresh or salt water immersion or spray, or
exposure to environmental conditions for which the Product is not intended;
unauthorized maintenance or repair;
normal wear and tear on consumable parts (e.g., batteries).
11.2 THE PRECEDING WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR
IMPLIED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, TMS SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT. BECAUSE SOME STATES AND
JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OR THE EXCLUSION OF AN IMPLIED WARRANTY, THE ABOVE LIMITATION
MAY NOT APPLY TO YOU.
12. LIMITATION OF LIABILITY. TMS'S ENTIRE LIABILITY TO THE CUSTOMER UNDER OR FOR BREACH OF THESE TERMS AND
CONDITIONS OR ACCEPTED ORDER SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO TMS UNDER THESE
TERMS AND CONDITIONS OR ACCEPTED ORDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
TMS OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER
UNDER ANY CIRCUMSTANCE OR LEGAL THEORY RELATING IN ANYWAY TO THE PRODUCTS, ACCOMPANYING DOCUMENTATION AND
MATERIALS, (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
DATA, OR ANY OTHER PECUNIARY LOSS), REGARDLESS OF WHETHER TMS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH
LOSS AND REGARDLESS OF THE COURSE OF DEALING WHICH DEVELOPS OR HAS DEVELOPED BETWEEN CUSTOMER AND TMS. IN NO
EVENT WILL TMS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS. BECAUSE SOME STATES AND
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE
ABOVE LIMITATION MAY NOT APPLY TO YOU.
13. GENERAL PROVISIONS.
13.1 ELECTRONIC COMMERCE. The parties agree that they may do business electronically, including contract formation, Order placement and
acceptance. Any Orders placed by Customer and accepted by TMS on any TMS-owned or operated website will create fully enforceable
obligations. Such orders and acceptances will be considered:
1) business records originated and maintained in documentary form,
2) a “writing” or “in writing”
3) “signed” and “original” when printed from electronic files or records established and maintained in the normal course of business.
13.2 FORCE MAJEURE. TMS will not be liable for performance delays or for non-performance due to causes beyond its reasonable control.
13.3 ASSIGNMENT. Customer may not assign any rights or obligations hereunder without prior written consent from TMS, which may be
withheld in TMS’s sole discretion.
13.4 GOVERNING LAW, JURISDICTION, ATTORNEY'S FEES. These Terms and Conditions will be governed by and construed in accordance
with the laws of the State of California and applicable United States federal law, without reference to "conflict of laws" provisions or principles. The
United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and Conditions. Jurisdiction and venue of
any dispute or legal action brought by either party arising under these Terms and Conditions, the Products provided under an Accepted Order, or
the commercial relationship of the parties, shall lie exclusively in, or be transferred to, the courts of the County of Santa Clara, California and/or
the U.S. District Court for the Northern District of California. Customer hereby submits, consents, and agrees not to contest such jurisdiction and
venue. The prevailing party in any dispute or legal action shall recover from the other party its reasonable attorneys fees and costs of suit in
addition to any other relief granted.
13.5 NOTICES. Any notice required or permitted under these Terms and Conditions will be deemed given and served when personally
delivered, or delivered by reputable international courier requiring signature for receipt, or five (5) business days after mailing (postage prepaid)
addressed to the party at its notice address. Either party may change its notice address by written notice to the other. The Customer's notice address
shall be its address appearing on the Accepted Order. TMS's notice address shall be: Trimble Mobile Solutions, Inc., Attention: Director of
Operations, 3650 Concord Parkway, Suite 150, Chantilly, VA 20151, with copy to: Trimble Navigation Limited, Attention: General Counsel -
Important Legal Notice, 749 North Mary Avenue, Sunnyvale, California 94085, USA.
13.6 EXPORT. Customer shall comply with export and import laws and restrictions and regulations of the United States and other countries,
and shall not directly or indirectly export, re-export, import, transfer, or divert the Products in whole or in part (i) to any destination restricted or
prohibited by law (including U.S. export control laws) or to any national or resident thereof, (ii) to any denied or restricted individual or entity under
such laws and regulations, or (iii) without all necessary authorizations required by law The Customer will defend, indemnify and hold TMS and its
parent, Trimble Navigation Limited, harmless against any liability (including attorneys fees) arising out of Customer's failure to comply with the
terms of this paragraph.
13.7 NO WAIVER. The failure or delay of TMS to insist upon strict performance of any of these Terms and Conditions or to exercise any rights
or remedies hereunder shall not be construed as a waiver of its rights to assert any of the same or to rely on any such Terms or Conditions at any
time thereafter.
13.8 SEVERABILITY. These Terms and Conditions may be severable and the invalidity, illegality or un enforceability in whole or in part of
any provision shall not affect the validity of other provisions hereof. To the extent of any such invalidity, illegality or un enforceability the court
shall have authority and jurisdiction to sever such provision and to add to these Terms and Conditions a provision similar in terms and intended
effect as may be possible and be legal, valid and enforceable.
13. 9 SURVIVAL. Provisions herein which by their nature extend beyond the termination of any sale or license of Products (e.g., without
limitation, Limited Warranty, Warranty Exclusions and Disclaimer, Limitation of Liability, General Provisions) will remain in effect until fulfilled.
THESE TERMS AND CONDITIONS OF SALE, SHALL APPLY TO CUSTOMER’S PURCHASE OF PRODUCTS IN THE UNITED STATES THROUGH
THE TRIMBLE MOBILE SOLUTIONS ON-LINE STORE AT www.tmsreplacements.com.
1. GENERAL. THIS SALE IS EXPRESSLY MADE CONDITIONAL ON CUSTOMER'S ASSENT TO THESE TMS CONDITIONS OF SALE
("TERMS AND CONDITIONS"), AND TMS AGREES TO FURNISH THE ITEMS ("PRODUCT(S)") DESCRIBED IN CUSTOMER'S ORDER ONLY
UPON THESE TERMS AND CONDITIONS. CUSTOMER'S OBJECTION TO ANY TERMS AND CONDITIONS CONTAINED HEREIN SHALL BE
CONSIDERED WAIVED IF WRITTEN NOTICE OF SUCH OBJECTION IS NOT RECEIVED BY TMS WITHIN TEN (10) DAYS OF CUSTOMER’S
PLACEMENT OF AN ORDER SUBJECT TO THESE TERMS AND CONDITIONS. IN ANY EVENT, CUSTOMER SHALL BE DEEMED TO HAVE
ASSENTED TO ALL TERMS AND CONDITIONS CONTAINED HEREIN IF ANY OF THE PRODUCTS ARE ACCEPTED BY CUSTOMER. These
Terms and Conditions, together with the Basic Information (described in Section 2 below) set forth on a Customer order, as may be accepted by
TMS in its sole discretion (the "Accepted Order"), constitutes the entire agreement of the parties. No waiver or modification or additions to these
Terms and Conditions shall be binding on TMS unless in writing and signed by an authorized TMS representative.
2. ORDERS. In conformance with Trimble Mobile Solution’s On-Line Store order form, all orders for Products submitted by Customer
("Orders"), must include the following: (i) Products and quantities; (ii) prices; (iii) shipping instructions; and (iv) the TMS Product part number;
(collectively "Basic Information"). All Orders, regardless whether or not complying with the above requirements, shall be governed exclusively by
these Terms and Conditions. Any terms, conditions or information supplied by Customer on any Order other than the Basic Information shall be of
no effect unless TMS expressly agrees otherwise in a separate, signed writing. TMS will not be obligated to accept any Order, and will have no
liability for any Orders that are not accepted in writing. Partial shipment of an Order will not constitute acceptance of the entire Order.
3. PRICING AND PAYMENT. All prices are stated and shall be paid in United States dollars or such other currency as is indicated on the
Accepted Order. Product Prices stated are exclusive of, and Customer will pay any applicable income, consumption, property, export, excise,
sales and use, or other taxes, custom duties, or similar charges, levies or assessments, or related withholding obligations or withholding taxes.
Products purchased or sold by Customer under TMS's (or its parent company, Trimble Navigation Limited’s (“Trimble”’s,) United States General
Services Administration ("GSA") Schedules will be subject to all of the terms, conditions and pricing described in the applicable GSA Schedule.
All payments for Products purchased through the Trimble Mobile Solutions On-Line Store shall be made cash in advance by credit card (must be
U.S. Credit cards accepted by TMS with U.S. billing and shipping addresses only), and therefore orders will be charged to Customer’s account
upon acceptance.
4. DELIVERY AND SHIPMENT. Delivery of the Products will be made on an FCA (Incoterms 2000) point of origin basis, meaning that title and
risk of loss or damage to the Products covered by these Terms and Conditions shall pass to Customer upon delivery to the carrier (except for title to
software products, in which case only title to the media shall pass). Customer will pay or reimburse TMS for all costs of handling, carriage,
insurance (as applicable), taxes, duty and other related transport charges in connection with the shipment of the Products. TMS will use
commercially reasonable efforts to dispatch the Products by any commercially reasonable means of transport to the destination specified on the
Accepted Order unless otherwise requested in writing by Customer or Customer is in breach of these Terms and Conditions. TMS shall not be liable
for late or delayed shipment.
5. NO CANCELLATION / MODIFICATION. The Trimble Mobile Solutions On-Line Store begins processing Orders promptly and, therefore, TMS
is unable to accept Order cancellation or change requests once an Order confirmation has been sent. If an Order is processed in error, please
contact the Trimble Mobile Solutions On-Line Store customer service immediately at sales@tmsreplacements.com for instructions. Orders will be
charged to your account upon TMS’s acceptance.
6. INSPECTION AND ACCEPTANCE. The Customer's acceptance of Products shall be deemed to have occurred upon delivery to the carrier
at the FCA point of origin. The Customer shall inspect the Products immediately and shall notify TMS within thirty (30) days of delivery of any non-
conformance. If Customer has not provided TMS written notice of non-conformance within the 30-day period, Customer will be deemed to have
waived its right to return the Products. Should any Product fail to conform to the requirements of this paragraph, TMS (or its supplier, if applicable)
may, at its option, repair or replace that Product, or refund the purchase price paid by Customer. In no event shall any Product be returned,
reworked, or scrapped by the Customer without TMS's express written authorization. All returns must be made pursuant to TMS's Returns Policy and
Return Materials Authorization (“RMA”) procedure. Return of Products may be subject to restocking charges as set forth in the Returns Policy.
7. RESERVATION OF RIGHTS; SUBSTITUTIONS AND MODIFICATIONS. TMS reserves all rights not specifically granted to Customer under
these Terms and Conditions. Without limiting the generality of the foregoing, TMS reserves to itself and its suppliers the right to discontinue a
Product, service or their support and to alter the design or construction of any Product; and to make substitutions or modifications to the
specifications of Products.
8. SOFTWARE. Product software (whether built into hardware circuitry as firmware, provided as a standalone computer software product,
embedded in flash memory, or stored on magnetic or other media)delivered to Customer under these Terms and Conditions is licensed and not
sold. If accompanied by a separate end user license agreement, Customer’s use of any such software Products will be subject to the terms of such
end user license agreement (including any differing limited warranty terms and exclusions), which shall control over these Terms and Conditions.
9. LIMITED WARRANTY.
9.1 Unless the limited warranty included with any Product covered by these Terms and Conditions grants different rights to the Customer, TMS
warrants to the Customer and only to the Customer that for a period of ninety (90) days from date of purchase the TMS and/or Trimble Products
covered by these Terms and Conditions will substantially conform to TMS’s or Trimble’s publicly available specifications for the Products and that
the hardware and any storage media components of the Product shall be substantially free from defects in materials and workmanship.
9.2 The limited warranty provided herein would apply only to those Products which are branded by Trimble or TMS with a Trimble or TMS
trademark. TMS does not warranty any third party Products even if included with other TMS or Trimble -branded Products. Furthermore, TMS
provides all such third party Products AS-IS. However, the original manufacturers or suppliers may provide their own warranties as specified in the
documentation accompanying such third party Products.
10. WARRANTY REMEDIES
If the Product fails during the warranty period for reasons covered by this Limited Warranty and you notify Trimble of such failure during the
warranty period, Trimble at its option will repair OR replace the nonconforming Product, OR refund the purchase price paid by you for the Product,
upon your return of the Product in accordance with TMS's standard Returns Policy and return material authorization (“RMA”) procedures
11. WARRANTY EXCLUSIONS AND DISCLAIMER.
11.1 The preceding warranties do not apply to defects resulting from:
improper or inadequate maintenance by Customer;
customer or third party supplied software, interfacing or supplies;
unauthorized modification;
improper use or operation outside of the specifications for the Product;
misuse, abuse, negligence, accident;
loss or damage in transit; or damage caused by accident, lightning or other electrical discharge, fresh or salt water immersion or spray, or
exposure to environmental conditions for which the Product is not intended;
unauthorized maintenance or repair;
normal wear and tear on consumable parts (e.g., batteries).
11.2 THE PRECEDING WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR
IMPLIED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, TMS SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT. BECAUSE SOME STATES AND
JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OR THE EXCLUSION OF AN IMPLIED WARRANTY, THE ABOVE LIMITATION
MAY NOT APPLY TO YOU.
12. LIMITATION OF LIABILITY. TMS'S ENTIRE LIABILITY TO THE CUSTOMER UNDER OR FOR BREACH OF THESE TERMS AND
CONDITIONS OR ACCEPTED ORDER SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO TMS UNDER THESE
TERMS AND CONDITIONS OR ACCEPTED ORDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
TMS OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER
UNDER ANY CIRCUMSTANCE OR LEGAL THEORY RELATING IN ANYWAY TO THE PRODUCTS, ACCOMPANYING DOCUMENTATION AND
MATERIALS, (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
DATA, OR ANY OTHER PECUNIARY LOSS), REGARDLESS OF WHETHER TMS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH
LOSS AND REGARDLESS OF THE COURSE OF DEALING WHICH DEVELOPS OR HAS DEVELOPED BETWEEN CUSTOMER AND TMS. IN NO
EVENT WILL TMS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS. BECAUSE SOME STATES AND
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE
ABOVE LIMITATION MAY NOT APPLY TO YOU.
13. GENERAL PROVISIONS.
13.1 ELECTRONIC COMMERCE. The parties agree that they may do business electronically, including contract formation, Order placement and
acceptance. Any Orders placed by Customer and accepted by TMS on any TMS-owned or operated website will create fully enforceable
obligations. Such orders and acceptances will be considered:
1) business records originated and maintained in documentary form,
2) a “writing” or “in writing”
3) “signed” and “original” when printed from electronic files or records established and maintained in the normal course of business.
13.2 FORCE MAJEURE. TMS will not be liable for performance delays or for non-performance due to causes beyond its reasonable control.
13.3 ASSIGNMENT. Customer may not assign any rights or obligations hereunder without prior written consent from TMS, which may be
withheld in TMS’s sole discretion.
13.4 GOVERNING LAW, JURISDICTION, ATTORNEY'S FEES. These Terms and Conditions will be governed by and construed in accordance
with the laws of the State of California and applicable United States federal law, without reference to "conflict of laws" provisions or principles. The
United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and Conditions. Jurisdiction and venue of
any dispute or legal action brought by either party arising under these Terms and Conditions, the Products provided under an Accepted Order, or
the commercial relationship of the parties, shall lie exclusively in, or be transferred to, the courts of the County of Santa Clara, California and/or
the U.S. District Court for the Northern District of California. Customer hereby submits, consents, and agrees not to contest such jurisdiction and
venue. The prevailing party in any dispute or legal action shall recover from the other party its reasonable attorneys fees and costs of suit in
addition to any other relief granted.
13.5 NOTICES. Any notice required or permitted under these Terms and Conditions will be deemed given and served when personally
delivered, or delivered by reputable international courier requiring signature for receipt, or five (5) business days after mailing (postage prepaid)
addressed to the party at its notice address. Either party may change its notice address by written notice to the other. The Customer's notice address
shall be its address appearing on the Accepted Order. TMS's notice address shall be: Trimble Mobile Solutions, Inc., Attention: Director of
Operations, 3650 Concord Parkway, Suite 150, Chantilly, VA 20151, with copy to: Trimble Navigation Limited, Attention: General Counsel -
Important Legal Notice, 749 North Mary Avenue, Sunnyvale, California 94085, USA.
13.6 EXPORT. Customer shall comply with export and import laws and restrictions and regulations of the United States and other countries,
and shall not directly or indirectly export, re-export, import, transfer, or divert the Products in whole or in part (i) to any destination restricted or
prohibited by law (including U.S. export control laws) or to any national or resident thereof, (ii) to any denied or restricted individual or entity under
such laws and regulations, or (iii) without all necessary authorizations required by law The Customer will defend, indemnify and hold TMS and its
parent, Trimble Navigation Limited, harmless against any liability (including attorneys fees) arising out of Customer's failure to comply with the
terms of this paragraph.
13.7 NO WAIVER. The failure or delay of TMS to insist upon strict performance of any of these Terms and Conditions or to exercise any rights
or remedies hereunder shall not be construed as a waiver of its rights to assert any of the same or to rely on any such Terms or Conditions at any
time thereafter.
13.8 SEVERABILITY. These Terms and Conditions may be severable and the invalidity, illegality or un enforceability in whole or in part of
any provision shall not affect the validity of other provisions hereof. To the extent of any such invalidity, illegality or un enforceability the court
shall have authority and jurisdiction to sever such provision and to add to these Terms and Conditions a provision similar in terms and intended
effect as may be possible and be legal, valid and enforceable.
13. 9 SURVIVAL. Provisions herein which by their nature extend beyond the termination of any sale or license of Products (e.g., without
limitation, Limited Warranty, Warranty Exclusions and Disclaimer, Limitation of Liability, General Provisions) will remain in effect until fulfilled.
Mobile Resource Management