1) General.
Reference to AMB herein means AMB i.t. US, Inc. The customer is the company, person or other body placing an order with AMB. Goods refer to hardware, software and support or service. All orders accepted and goods supplied are at our current prices and subject to the following expressed terms and conditions. These conditions may not be modified or varied without AMB’s consent in writing and only then with an endorsed signature of a director of AMB. Each sale of goods will be on the terms and conditions contained herein and the customer will be taken to have waived the special purchase conditions, if any, on their purchase order or elsewhere. AMB reserves the right to vary these terms and conditions at any time.

2) Prices.
Quotations are dated and are valid for 30 days from that date, unless otherwise stated. All prices quoted are strictly net. While every endeavor will be made to maintain the prices quoted, AMB reserves the rights to effect changes without prior notice. This will include but is not limited to the right to change prices without prior notice to cover the following: a) currency fluctuations which increase the costs to AMB of materials or goods imported into the Netherlands or imported into the United States; b) costs as a result of cancellation, alteration, postponement or re-scheduling of orders; and c) a change in the standard pricing of AMB.

3) Delivery.
While every reasonable endeavor will be made to meet delivery requirements, AMB will not be liable for failure to do so and failure to meet the agreed upon delivery date shall not prejudice any contract with regard to further deliveries. In the event of a customer wishing to suspend deliveries, we require 30 days notice in writing to this effect. Acceptance of any cancellation or deferral shall be solely at AMB’s discretion. Customers wishing to cancel a purchase order or partial order will be invoiced at a minimum of 30% of the costs of the goods involved. Customer is responsible for all shipping costs related to all goods and Customer will be responsible for payment within thirty (30) days of the date of invoice.

4) Acceptance.
Customer must inspect the goods within ten (10) days after delivery and notify AMB of any non-conforming or defective goods or it will be deemed accepted. In addition, AMB will not be liable for any shortage in the number of goods shipped unless AMB is notified of such shortage within such ten (10) day inspection period.

5) Change of product specifications and availability.
We reserve the right to discontinue any product or to make design changes without prior notice.

6) Warranties.
AMB warrants the products supplied by AMB as set forth in the user’s manual supplied with the product and as may also be stated on the website www.amb-it.com/warranty.

7) Limitation of Liability.
AMB SHALL NOT BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY DAMAGES OR LOSS OF PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT INCLUDING THE SALE OF OR CUSTOMER’S USE OF ANY EQUIPMENT FURNISHED HEREUNDER, WHETHER SUCH CLAIM IS BASED ON BREACH OF WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY AND REGARDLESS OF THE CAUSES OF SUCH LOSS OR DAMAGES, WHETHER AMB WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, OR IF ANY OTHER REMEDY PROVIDED HEREIN FAILS. IN NO EVENT SHALL AMB’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID FOR EQUIPMENT PURCHASED UNDER THIS AGREEMENT.

8) Use of Goods.
a) Customer acknowledges that the goods may include certain firmware embedded therein. AMB expressly understands and agrees that such firmware is not sold to customer hereunder, but rather is provided by AMB pursuant to a license. AMB hereby grants a limited, non-exclusive license to Customer to use the embedded firmware in an AMB decoder solely as contained in the decoder and solely for use in connection with AMB goods. AMB shall have the right to terminate the license immediately upon written notice to Customer for any breach of this Agreement. AMB shall not be entitled to any refund of the Purchase Price or other remedy under this Agreement in the event of AMB’s termination of the firmware licenses in accordance with the foregoing. Customer may not copy, compile, reverse compile, disassemble, translate, analyze, reverse engineer, remove the firmware from the goods or attempt to reverse engineer the firmware.
b) The customer acknowledges that the AMB hardware is technical in nature. To obtain accurate results from the AMB decoder, the customer must use only AMB hardware, software and other materials. For purposes of protecting AMB from possible third-party claims, the customer agrees to refrain from using any AMB hardware with any non-AMB hardware, non-AMB approved software or other non-AMB materials.
c) Without limiting any other rights or remedies herein, customer grants AMB the option to repurchase any AMB decoder if AMB has a reasonable belief that customer has used the AMB decoder in connection with non-AMB hardware. The repurchase price shall be the fair market value on the date AMB provides notice to customer that it intends to repurchase the decoder.

9) Technical advice & Published information.
Any technical advice and/or service given by and/or drawings and instructions by AMB shall not amount to a warranty as to fitness for any purpose other than in accordance with the manufacturer’s original specifications. If a customer uses software that was developed and/or supplied by AMB, any print out or any other form of distribution of the results shall have the trademarks, logos and web addresses of both “AMB i.t.” (www.amb-it.com) and “Track Timing” (www.tracktiming.com), in legible size and font (minimum of 8 pt.) on each of the result sheets, whether such results are printed materials or electronic media, including but not limited to internet pages. If results generated with AMB or Track Timing software are first exported to another program or displayed with other AMB or Track Timing software on monitors or television screens, AMB’s trademarks, logos and web addresses shall be displayed or printed on each of the pages or screens.

10) Liability in case of accidents.
Customer will defend, indemnify and hold AMB harmless from and against any claim or suit, including any losses, damages, or expenses (including legal expenses) arising from any such claim or suit, alleging damage or injury caused by the use of goods or by having the goods or parts thereof installed. In case of such claim or suit, customer will at AMB’s option,
(i) take over all claims made against AMB by the third party,
(ii) take over full responsibility of the procedures covering the liability, and
(iii) notify the third party of such assumption of claims and procedures related thereto.

11) Payment terms.
Payment for sales shall be preferably prepaid by transfer directly to a bank account designated by AMB. For limited amounts, as is specified case by case by AMB on each invoice, payment by MasterCard, Visa Card, American Express, or Discover is possible. Checks and postal orders are to be made out to AMB. Returned checks will be subject to a US $30 fee. All payments due shall be paid within thirty (30) days of the date of invoice. The ownership of the goods delivered by AMB will only be transferred to the customer when customer has made payment in full. AMB is granted the right to charge 1.5% interest per month on all outstanding balances that have not been paid within thirty (30) days of the date of invoice. The customer will be fully accountable for all costs incurred by AMB in recovering outstanding monies. AMB is granted the right to enter the customer’s premises to recover any goods not yet paid for in full, which goods shall be kept separate from all other goods in the customer’s possession.

12) Bankruptcy.
Customer's order hereunder will be deemed a representation that Customer is solvent and able to pay for the items ordered. If Customer fails to make payments on this or any other order when due, or if bankruptcy or insolvency proceedings are instituted by or against Customer, or if Customer makes an assignment for the benefit of creditors, Customer will be deemed in default and AMB will have the right to terminate or suspend its obligations by written notice to Customer, however, such termination or suspension will not affect Customer's obligation to pay for items delivered.

13) Patents and copyright.
Customer acknowledges and agrees that AMB is the sole and exclusive owner of all right, title and interest, including all intellectual property rights in and to the goods sold by AMB. If ever a third party files a claim against the customer that the goods violate any patents or other intellectual property rights, AMB will not be held liable by customer for any incidental or consequential damage resulting from this claim, including but not limited to costs of removal and reinstallation of goods, loss of goodwill, loss of profits or use, or payments that have to be made to a third party. AMB maintains full right, title and interest in all intellectual property rights related to our goods, publications, company name, product names, trademarks and logos, and they may not be reproduced, transmitted or stored in retrieval systems in any form without the prior written consent of AMB.

14) Taxes.
Payment of the purchase price does not include freight; insurance; sales, use, excise, import, federal, state, local or similar taxes; duties; or any value added taxes. Where appropriate, such taxes will be added to the invoice and paid by customer, unless customer provides AMB evidence of payment or certificate of exemption.

15) Force majeure.
AMB shall have no liability to the customer for any act, failure to act or omission that may constitute a breach of this agreement arising by reason of force majeure, namely, circumstances beyond the control of AMB, which shall include but not be limited to
(i) acts of God, perils of sea or air, fire, flood, drought, explosion, sabotage, accident, embargo, riot, terrorism, civil commotion, including acts of local government and parliamentary authority, and
(ii) the inability to supply the goods, materials, breakdown of equipment and labor disputes of whatever nature and whatever cause arising, including without limitation, work to rule, overtime bars, strikes and lockouts.

16) Confidentiality.
Customer shall maintain in strict confidence all non-public information and know-how disclosed by AMB, including without limitation the terms and conditions of the sale of goods, whether oral or in writing, that is either designated as proprietary or confidential or, by the nature of the circumstances surrounding such disclosure, should in good faith be treated as proprietary and/or confidential. Customer will take all precautions necessary to safeguard such confidential information, including without limitation, those taken by customer to protect its own confidential information.

17) Proper Law.
All agreements for sales by AMB shall be governed by and construed in accordance with the law of the state of Georgia without regard to its conflicts of law.