PURCHASE AGREEMENT

TERMS & CONDITIONS
1. AGREEMENT TO PURCHASE. CSS Retail Systems, whose office is at 150 Braeloch Road, Colchester, Vermont 05446, agrees to sell and Store name below whose office is at Address Below, City Below, State Below, Zip Below agrees to purchase the computer hardware and software in the listed Proposal, Your Quote/Order/Invoice.pdf (*Entered Below) which is hereby made part of this Purchase Agreement.

2. WARRANTY. Warranty is provided by the hardware manufacturer and has a 1-year depot or otherwise stated warranty. The software manufacturer provides the Software Support. Warranty coverage will not be extended for repairs made by damages due to fire, storm, burglary, power line fluctuations. It is expressly understood that the installation of the requisite AC power lines is the sole responsibility of the Customer. Customer acknowledges receipt of documentation concerning the requirements for dedicated isolated and AC power line for all retail systems equipment.

3. PRICING. The prices in the proposal are valid for a period of 7 days from the date of the proposal. Prices and inventory are subject to change without notice.

4. RETURNS. Software once purchased CAN NOT be returned, hardware can be returned up to 10 days after install.

5. PAYMENT. Cash or credit card – 75% with order 25% due at time of delivery. All invoices are due, without discount, when rendered. Title, ownership, and right possession of the equipment in the listed proposal shall remain with CSS Retail Systems until all sums due under this contract are paid. If payment is not made when due, then CSS Retail Systems shall have the immediate right to enter any premises where the equipment is located and take possession of the equipment without notice or demand and without legal proceedings. Customer further agrees to pay a reasonable equipment rental fee and expenses which have been reasonably incurred by CSS Retail Systems including but not limited to, unreimbursed training and installation expenses, attorney’s fees, and court costs.

6. DELIVERY. Upon Delivery, all risk of loss or damage to the equipment from any cause whatsoever shall be dome by Customer.

7. CLAIMS. All claims for shortage or damage prior shall be deemed waived unless made in writing and delivered to CSS within 3 business days after delivery of the equipment to the Customer.

8. EXCLUSION OF LIABILITY. IN NO EVENT WILL CSS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS OR SAVINGS, AND ANY LOSS OR DAMAGE CAUSED BY THE LOSS OF USE OF ANY DATA OR INFORMATION OR ANY INCCURATE DATA OR INFORMATION. CSS RETAIL SYSTEMS SHALL NOT BE LIABLE FOR FAILURE TO DELIVER OCCASIONED BY ANY CAUSE BEYOND THE CONTROL OF CSS RETAIL SYSTEMS INCLUDING BUT NOT LIMITED TO, STRIKES, LOCKOUTS, FIRES, EMBARGOES, WAR, INABLIITY TO OPTAIN MATERIALS OR SHIPPING SPACE, MACHINERY BREAKDOWN, DELAY OF CARRIER OR SUPPLIES AND GOVERNMENT REGULATIONS.

I. Description of Maintenance - Hardware
A. During the contract period of maintenance, CSS Retail Systems INC will maintain in good working order all equipment covered in Attachment A by this Agreement, in accordance with CSS Retail Systems INC's service policies. Maintenance will include:
1. Unscheduled repairs requested by Customer during CSS Retail Systems INC normal working hours. Depending on the level of maintenance purchased, CSS Retail Systems INC will respond to unscheduled service calls within four (4), eight (8), or twenty-four (24) hours, Maintenance Agreements shall receive preference over time and material calls.
2. Ongoing maintenance as defined by current CSS Retail Systems INC service policies applicable to the respective products which include: LUBRICATION, CLEANING, ADJUSTMENTS, AND THE REPLACEMENT OF PARTS WHICH ARE UNSERVICEABLE. "Replacement parts provided by (CSS Retail Systems INC) may be new or (used) (remanufactured). All (used) (remanufactured) parts shall meet or exceed manufacturer specifications." All parts will be provided on an exchange basis. All parts removed become property of CSS Retail Systems INC.
3. The unserviceableness of parts will solely be determined by CSS Retail Systems INC, and replaced on an exchange basis. Replaced parts will become the property of CSS Retail Systems INC.4. Consumables ( paper, etc.) are not included in this Maintenance Agreement.B. CSS Retail Systems INC will provide after hours service on an "if available" basis, at an incremental rate equal to the charges for after hours service in effect at the time this service is performed.C. CSS Retail Systems INC will install on-site engineering improvements (retrofits) as deemed mandatory by the manufacturer. Only such retrofits as are introduced by the manufacturer during the term of this agreement will be installed.D. Any CSS Retail Systems INC accessory for which no full service maintenance pricing is available, and which is attached by CSS Retail Systems INC to the piece of equipment this maintenance agreement covers, will be serviced by this Agreement as part of the normal service of the equipment. II. Acceptance by CSS Retail Systems INC of Equipment or Hardware for MaintenanceA.
A Maintenance Agreement is only available for equipment having a valid manufacturer serial number and UL certification.B. Equipment purchased from CSS Retail Systems INC and/or serviced on other than a maintenance agreement basis for less than one year from the expiration date is eligible for conversion to maintenance, subject to inspection and acceptance of the equipment by CSS Retail Systems INC. Any service required shall be performed on a time and material basis prior to placing the equipment or hardware on a Maintenance Agreement.C. Equipment purchased from CSS Retail Systems INC and serviced on other than on a maintenance agreement basis for more than one year, is eligible for conversion to a maintenance agreement, subject to inspection by CSS Retail Systems INC and completion of refurbishing. A refurbishing charge will be incurred by the customer III. Services not included in full service maintenance will be charged in accordance with CSS Retail Systems INC labor and material rates then in effect. Those services not included are not limited to, but include the following:1. Optional Retrofits.2. Service connected with relocation of equipment.3. Relocation of the equipment 4. Installation of accessories, attachments or other devices.5. Exterior refinishing or painting of equipment.
6. Performance of normal operator functions as described in the manufacturer's operator manuals.
7. Repair of damage from any cause from other than ordinary use (fire, water, heat, cold, climatic conditions), except damage caused by the sole negligence of CSS Retail Systems INC.
8. Increase in service time resulting from neglect or unique applications.
9. Consumables IV. Relocation of EquipmentCustomer will be liable for all costs associated with any equipment relocation requested by the Customer. These costs will include all applicable installation and removal charges, special rigging charges, and technical representative and labor. CSS Retail Systems INC shall be under no obligation to provide maintenance service for any equipment which is relocated without CSS Retail Systems INCs express consent. In the event equipment is relocated outside CSS Retail Systems INC’s service area CSS Retail Systems INC will assist the Customer in obtaining service from other qualified CSS Retail Systems INCs outside of this area.
V. Description of Software Support A. Software SupportSubject to the terms and conditions set forth below, CSS Retail Systems INC agrees to provide and the Customer agrees to purchase Software support, with respect to the licensed computer programs (the "Licensed Programs") set forth in Attachment B. In providing Software Support to the Customer, CSS Retail Systems INC agrees to perform the following services:1. Correct any defects or replace any of the Licensed Programs found to be in substantial non-conformance with the program specifications
2. Provide the Customer with enhancements, as they become available, to the Licensed Programs. CSS Retail Systems INC reserves the right to determine what constitutes an enhancement enhancements billable to CSS Retail Systems INC are billable to Customer.
3. Provide reasonable remote technical assistance and consultation to the Customer with respect to use of the Licensed Programs
4. Provide updates to _________________________ operating system.Any assistance required to fulfill CSS Retail Systems INC's obligations under this Agreement, will be provided at no additional charge unless such assistance is found to be the result of hardware failure, user error, neglect or negligence. Assistance required as a result of such failure, user error, neglect or negligence will be compensated by the Customer at CSS Retail Systems INC's standard hourly rate then in effect, plus reasonable expenses for transportation, meals and lodging. B. Excluded ServiceCSS Retail Systems INC is not obligated to provide service under the Agreement to provide service necessitated by vandalism, theft, misuse, hardware malfunction, neglect, acts of third parties, fire, water, casualty, act of God, mob violence, labor disputes, malfunction of affiliated equipment, unauthorized modification of the software, electrical failure, accidents, climatic conditions, or from other causes unrelated to the ordinary operation of the software. This Agreement is void if service is performed on the software by unauthorized individuals, or if attempts are made to modify the software or use the software in a manner not set out in the instruction manual or license agreement. Should it be necessary to perform services outlined in this agreement at the Customer's site, Customer shall be responsible for actual out-of-pocket expenses incurred in travel. C. Response TimeThere is no guaranty regarding the response time to a service call from the Customer. CSS Retail Systems INC will respond to software service calls in the order received and will make every effort to respond within the same work day. CSS Retail Systems INC, however, has established a priority coding system for each problem reported.1. 'A' Priority - A software error renders the entire system inoperable. Resources assigned within one (1) hour. Resources continue to work on the problem during normal business hours (and then some) until the problem is resolved. Average resolution time less than 8 hours.
2. 'B' Priority - A software error is detected for a system module which seriously impairs systems operations, but does not render it "down." Resources are assigned within four (4) hours and remain assigned until completed, work continues during normal business hours.
3. 'C' Priority - Minor problem, but sufficient severity as to warrant correction before the next software release. Generally completed within 30 days.
4. 'D' Priority - "Would likes" and minor problems which will be incorporated in future software releases. CSS Retail Systems INC reserves the right to determine "would like" relevance to the package and the scheduling of the development and release of such items. D. Excused PerformanceVender shall not be liable for any failure to perform or delayed performance of any obligation under the Agreement if such performance is prevented, hindered or delayed for any cause beyond the reasonable control of CSS Retail Systems INC, including, without limitation, the unavailability of any parts or supplies, any labor dispute, strike or other industrial disturbance, act of God, flood, shortage of materials, earthquakes, climatic conditions, casualty, war, act of public enemy, riot, insurrection, embargo law, blockage, action, restriction and regulation or order of any government, government agency or subdivision thereof.
VI. Breach or Default A. If customer does not pay the amounts due hereunder or breaches any terms of this agreement or any Agreement between Customer and CSS Retail Systems INC, CSS Retail Systems INC may terminate this agreement effective upon written notice to the Customer. B. Customer agrees to pay to CSS Retail Systems INC reasonable attorney's fees and legal expenses incurred in exercising any of its rights and remedies upon breach of this Agreement by the Customer.
VII. General A. Free access. CSS Retail Systems INC shall have free access to the equipment and software to perform service thereon.
B. Customer agrees to pay all sales taxes where applicable for services rendered pursuant to this agreement.
C. Customer shall provide equipment key operators for instruction in use of the equipment.
D. Assignment - The Customer's rights and obligations created under this Agreement shall not be assignable by the Customer, in whole or in part, by operation of law or otherwise, without the prior written consent of the CSS Retail Systems INC, which shall not be unreasonably withheld.
E. Construction - The execution of this Maintenance Agreement shall not effect, in any way, any of the terms and conditions of the Software License granted to the Customer pursuant to the Software License Agreement between the parties.
F. Binding Effect - The Customer agrees that this Agreement binds the named Customer and each of its employees, agents and representatives, as well as its successors, assigns and trustees.
G. Written Agreement - This Agreement supersedes any prior Agreement written or oral between the parties and contains the entire understanding between the parties relative to maintenance of the Licensed Programs and , except as provided herein, may be amended and/or altered only by execution of an instrument in writing.
H. Attorney's Fees and Collection Costs - If CSS Retail Systems INC employs any attorney or a collection agency, or both, to collect an amount owed by the Customer or a breach under this Agreement, the Customer shall pay CSS Retail Systems INC any such reasonable attorneys fees and/or collection fees and costs incurred in addition to any other relief to which CSS Retail Systems INC may be entitled VIII. Length of Plan - Automatic Renewal This Agreement is effective from the commencement date and shall continue for the initial period. Thereafter, this Agreement shall automatically be renewed at the then current rate for successive one (1) year periods unless terminated sooner by either party on no less than sixty (60) days' prior written notice to the other party. The prices, terms and conditions for such successive term(s) shall be those in effect at the time of renewal. All Agreements shall be billed for one year in advance. IX. Charges The equipment software maintenance prices, shall be those in effect on the commencement date as set forth Attachment B of this Agreement. X. Cancellation of Agreement The Customer may terminate this Maintenance Agreement upon any anniversary of the Commencement Date of this Agreement by giving written notice of such termination no less than sixty (60) days prior to such anniversary date. CSS Retail Systems INC may terminate this Agreement any time if the Customer shall fail make to any required service payment pursuant to the payment terms set forth above. XI. Software Maintenance Service Hours For purposes of this Agreement, the period of maintenance service availability will be during normal business hours, 8:00 a.m. to 5:00 p.m. (EST), Monday through Friday. Remote/Telephone Maintenance Services provided during weekends, normal holidays, (which include: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and Christmas Eve) and after normal business hours are restricted to “A Priority” and provided at “No Charge”. Any maintenance services performed during weekends, holidays and after hours other than listed above shall be at CSS Retail Systems INC's standard hourly rate then in effect for the day or holiday, plus travel expenses. XII. Warranties CSS Retail Systems INC’s obligations and warranties under this agreement are in lieu of (A) all other warranties, expressed or implied including implied warranties of merchantability and fitness for a particular purpose, which are specifically waived and (B) all other obligations or liabilities for damages including, but not limited to:
1) personal injury or property damage, or
2) loss of profit or other consequential damages arising out of or in connection with this agreement or the maintenance service caused directly or indirectly by strikes, accidents, climatic conditions, or reason of similar nature beyond its control. Customer agrees that if CSS Retail Systems INC caused any injury or damage to customer or customer’s property, which said claim is not otherwise waived herein, customer agrees that the maximum amount that CSS Retail Systems INC shall have to pay customer for said injury or damage is an amount equal to the AMOUNT PAID FOR services rendered to the customer that caused said injury or damage. MAINTENANCE AND SUPPORT AGREEMENTS DO NOT INCLUDE COMPLIANCE WITH CREDIT AND DEBIT CARD RULES, REGULATIONS AND LAWS. CUSTOMER IS SOLEY RESPONSIBLE FOR COMPLIANCE THEREWITH.