Purchase Orders will be accepted and booked in accordance with the appropriate Heptagon Group entity as defined in the Operations Guide This Quote shall expire on the expiration date set forth above, and if no date is shown, the earlier of thirty (30) days from the issue date, or the expiration of applicable Maintenance/Support. 

This Quote must include an Approval # and Expiration Date in order for Heptagon Group to honour any discounts. This Quote is valid until the expiration date listed on the quotation. 

TAX INFORMATION: 

• All orders are subject to sales tax in your country of establishment. If you are requesting a tax exemption, please provide a copy of your sales tax exemption certificate. 
• Validity of Quotation ORDERING TERMS AND CONDITIONS. 

This Quote contains confidential information which is intended for the recipient only. Each party will use good faith efforts in the event of any errors and omissions. 

You or Your means the end user customer, distributor, re-seller, or other partner entity who orders directly from Heptagon Group Corporation and/or its subsidiaries (“Heptagon Group”) in response to this Quote. 

These Ordering Terms and Conditions and either 

• The Heptagon Group terms and conditions published at http:/go.heptagongroup.io/legal/repository, or 
• Any manually signed contract with Heptagon Group governing the partners’ products and services ordered (collectively the “Agreement”) govern the order in response to this Quote. 

In the event of a conflict, the signed contract with Heptagon Group will govern with respect to direct ordering, delivery, payment, and tax terms and any similar transactional term or condition. 

Any changes to the Ordering Terms and Conditions are invalid, unless approved in writing by Heptagon Group. Any purchase order or other order form submitted must include this Quote number and remains subject to acceptance by Heptagon Group. Heptagon Group reserves the right to increase its global MSRP pricing annually, without notice, with minimum increases based on the U.S. Consumer Price Index (CPI), however such changes will not apply to this Quote prior to the Quote expiration date.

To avoid any interruption in service, please fax or mail a purchase order for the amount stated in this Quote at least fifteen (15) days prior to current Maintenance/Support expiration date. 

In the event Maintenance/Support has lapsed, reinstatement fees will be assessed according to our partners ‘s Maintenance/Support Policies. All prices quoted are exclusive of applicable taxes, shipping, customs duties, import fees or other charges imposed by government entities (collectively “Taxes/Other Charges”). 

The Heptagon Group entity accepting the order may be different from the entity issuing this Quote, at Heptagon Group’s sole discretion. Heptagon Group shall bill applicable taxes as a separate item on the invoice and shall not include them in the purchase price. You are responsible for all Taxes/Other Charges with respect to the order under this Quote, excluding tax imposed on Heptagon Group’s net income and withholding taxes, except to the extent a transaction is exempt from tax and You provide Heptagon Group with a valid exemption certificate or other acceptable evidence of exemption. 

If You are required by law to withhold any tax from a payment, You must provide to Heptagon Group an original or certified copy of all tax payment receipts or other payment evidence. 

If you fail to do so You must reimburse Heptagon Group for any taxes, withheld or assessed, in addition to penalties, and other governmental agency charges incurred. Shipments of tangible items shall be delivered Ex Works (Incoterms 2010), from the shipping dock of any Heptagon Group or Heptagon Group supplier facilities (the “Shipping Point”) to Your identified carrier, and title to the Heptagon Group products and risk of loss or damage shall pass to You upon delivery to the first common carrier at the Shipping Point. Freight terms must be collect or third party. Amounts payable under this Quote shall be due and payable on the net payment terms indicated on Heptagon Group ‘s invoice. Late payments shall bear interest at the rate of one percent (1%) per month (or, if less, the maximum rate permitted by applicable law). 

Payment obligations here-under cannot be cancelled and any sums when paid shall be non-refundable. You acknowledge that by submitting an order in response to this Quote, You accept that the Ordering Terms and Conditions shall apply to the transaction. Other than the terms of an applicable signed contract, Heptagon Group does not accept any other non- Heptagon Group’s terms and conditions (whether contained in a purchase order or otherwise) which are in addition to, or in conflict with these Heptagon Group Ordering Terms and Conditions. For the terms of use governing Heptagon Group offerings, see the applicable Heptagon Group agreement, and/or such other terms and conditions located at http:/go.heptagongroup.io/legal/repository. U.S. and Canada Taxes: This Quote is subject to all Canadian federal and provincial taxes and most U.S. sales & use taxes. 

Applicable taxes will be added to the amount shown on this Quote based on the “ship-to” location noted on Your purchase order. Please allow for additional taxes on Your purchase order or payment remittance. Tax Exemptions: If You are exempt from any Canadian or U.S. sales taxes, the appropriate tax exemption documentation must be submitted with the purchase order. If You have previously submitted this documentation, please inform your Sales Account Manager and You do not need to submit the documentation unless it has changed. 

Terms & Conditions Electronic Delivery Election: In some U.S. states a tax exemption or tax reduction may be available if you elect to receive your software updates exclusively via electronic download. You may make this election by specifying “electronic delivery” on your Purchase Order. Although there may be tax benefits with regard to such an election, Heptagon Group is not offering any advice or assurances regarding the tax treatment. Please consult your tax adviser for questions on eligibility. Note that by making this election, you will not be able to receive your software updates on physical media such as CD. GSA Customers: If a Prime Contractor will be placing an order on the Government End-Users behalf, a Letter of Authorization (LOA) from the Government End-User to the Prime Contractor is required. 

Please see FAR 51.103 Ordering from Government Supply Sources for further information and instructions. Your order will not be processed without the required LOA. “Whomever is paying Heptagon Group, meaning to whom we issue the Quote” dictates the BSE involved and therefore, the corresponding contact information.