1. PAYMENT. Except as otherwise specified in the Order Form, all fees(collectively “Fees”) are payable in U.S. dollars and are due within thirty (30) days of A&I Solutions’s invoice. Excluding taxes based on A&I Solutions’s income, Customer is liable for all taxes, duties and customs fees associated with the Fees. Past due accounts shall be charged interest on a monthly basis, calculated at one and one-half percent (1.5%) per month of the unpaid balance or the maximum rate allowable by law.
2. DISCLAIMER; LIMITATION OF LIABILITY. To the maximum extent permitted by law, A&I Solutions disclaims all warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose. In no event shall A&I Solutions be liable for consequential, exemplary, punitive, incidental, indirect or special damages or costs, including lost profits or costs of procurement of substitute goods, whether or not it has been advised of the possibility of those damages or costs. In no event will the aggregate liability of A&I Solutions (under any theory of liability) exceed the Fees received by A&I Solutions from Customer in the twelve (12) month period prior to the claim, whether any remedy set forth herein fails of its essential purpose or otherwise.
3. GENERAL: Customer shall comply with all applicable laws, statutes, rules and regulations. Should any term of this Agreement be declared void or unenforceable that provision shall modified or eliminated to the minimum extent necessary and the declaration shall have no effect on the remaining terms hereof, which shall continue in full force and effect. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to future breaches. Neither this Agreement, nor any rights, licenses or obligations hereunder, may be assigned by Customer without the prior written consent of A&I Solutions. Any attempted assignment in violation of this Agreement shall be void and without effect. This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Georgia, excluding rules governing conflict of law and choice of law. The federal and state courts within Gwinnett County, Georgia shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. Each party hereto expressly consents to the personal jurisdiction of, and venue in, those courts and service of process being affected upon it by registered mail and sent to the address set forth at the beginning of this Agreement. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) and the Uniform Computer Information Transaction Act or similar federal or state laws or regulations shall not apply to this Agreement nor to any dispute or transaction arising out of this Agreement. These Terms and Conditions and the Purchase Order set forth the entire agreement of the parties with respect to the subject matter contained herein, and no oral or written statement or representations not contained in this Agreement shall have any force or effect. This Agreement may be amended only upon the written consent of both parties.