TERMS & CONDITIONS

1. SALE – Advent Technologies, Inc. (“Advent”) agrees to sell to Customer and Customer agrees to purchase from Advent, communications equipment as set out in the attached Quote and Advent shall install the equipment at the address indicated on the Quote.
2. PRICE – Customer agrees to pay the total amount stated in all of its Quote(s), as follows: Fifty percent of the price shall be paid as a down payment at the time of signing the Quote and before Advent starts work or orders equipment and materials. The balance shall be due at the time that the installation is complete. Charges for labor and travel time shall be due upon billing by Advent. All late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month until paid in full.Customer shall have ten (10) days after installation is complete to notify Advent, in writing, of any defect in the programming or installation and Advent agrees to correct such defects (as more fully set forth below). However, such notice does not extend the time for Customer to make payment of the final balance due. In addition, Advent shall retain a security interest on, and lien against, all equipment until the purchase price is paid in full. Advent may retain all payments made by Customer, as a credit against Customer’s bill, and may exercise any and all rights and remedies allowed under California law until the balance is paid in full. Customer agrees not to sell, transfer, mortgage or otherwise dispose of the equipment without the written consent of Advent until the purchase price is paid in full. In the event of any proceeding to recover an unpaid balance, Advent is entitled to recover all expenses, including its actual attorney fees.During the course of the negotiations between the parties, Advent Technologies may have attempted to predict a budget for the complete cost of the equipment and service it is providing to Customer. However, this was only an estimate and should not be construed as the minimum or the maximum of the possible charges. Advent Technologies is entitled to charge for the actual equipment, features, service and travel time that is used by Customer, as set forth in the Contract Documents.
3. INSTALLATION – Advent shall install the above equipment at the location listed on the Quote. Prior to installation, the Customer shall prepare the location for the acceptance of equipment. At Customer’s sole expense, Customer shall make any and all alterations to the site as may be directed or required by Advent as long the request is reasonable and mutually agreed upon by both parties. The Customer shall notify Advent when the location is properly prepared for the installation of the equipment, and Advent shall commence installation of the equipment within 10 days of such notification. Advent shall be responsible for programming the system in accordance with the Programming Setup. Advent agrees to remedy all defects in the installation and programming of the system so that they conform to the Quote. However, Advent shall have no liability or responsibility whatsoever, by warranty or otherwise, to remedy problems arising from other programming or functions that are not part of the Quote. Advent shall not be liable for any damages or penalty for delays in delivery and/or installation due to acts of God, acts or omissions of the Customer, acts of civil or military authorities, governmental regulations or priorities, fires, floods, epidemics, war riots, strikes, accidents to machinery, inability to obtain necessary labor, materials or manufacturing facilities, delay in transportation, impossibility or impracticability of performance, service issues caused by Customer’s telephone carrier, i.e. AT&T, Verizon, etc., or any other cause or causes beyond the control of Advent, whether or not similar to the foregoing. In the event of any delay caused as aforesaid, the delivery and/or installation date shall be extended for a period of time equal to any such delay, and the Contract Documents shall not be void or voidable as a result of any such delay.
4. WARRANTY – The installation shall include sufficient testing to insure that the equipment is “up and running” and performing in accordance with all manufacturer’s specifications for the equipment. Advent shall warrant for a period of 1 years for materials and 1 year for labor from the date on which installation is completed (90 days in the case of additions to existing system), that at the time of such installation, the equipment sold hereunder is free from defects in material and workmanship and conforms to all applicable manufacturer’s specifications. If any defects covered by this Warranty appear within the 1-year warranty period, Advent shall have the option of: i) repairing the equipment on site; or ii) accepting the return of all equipment for repair or replacement. All expenses incident to such repair, return and/or replacement, including labor, materials and replacement parts, shall be borne by Advent. All warranty repairs or other operations shall be at no cost to the Customer, provided that such services are performed during the hours of 8 AM to 5PM, Monday through Friday (except on National Holidays). In the event that warranty services are required by the Customer at any other time, the Customer shall be responsible for all overtime and service charges in accordance with then-current Advent rates for such service. When the interconnect system is entirely out of service, (i.e. Customer is unable to place or receive calls through the telephone equipment),Customer shall notify Advent that emergency service is required and Advent agrees to have maintenance personnel respond within four (4) hours after receipt of notification and complete repairs as soon as reasonably possible. No extra charge will be made for maintenance after regular hours in the event of complete system failure. Advent shall not be liable for any special or consequential damages for interruption of service. Similarly, Advent is not responsible for service issues caused by Customer’s telephone or internet carrier, i.e. AT&T, Verizon, etc. Advent retains the sole discretion to determine what constitutes a valid Customer emergency.
5. LIMITATIONS AND EXCLUSIONS OF WARRANTY- ADVENT DOES NOT MAKE ANY WARRANTIES, REPRESENTATIONS OR GUARANTIES OTHER THAN THOSE EXPRESSLY CONTAINED IN THIS AGREEMENT. ADVENT SPECIFICALLY DISCLAIMS THE WARRANTY OF MERCHANTABLITY AND OF FITNESS OF THE EQUIPMENT FOR ANY PARTICULAR PURPOSE. THE LIABILITY OF ADVENT, IF ANY, AS A RESULT OF THIS AGREEMENT, WHETHER IN CONTRACT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL PURCHASE PRICE PAID BY THE CUSTOMER TO ADVENT. ADVENT WILL NOT BE LIABLE FOR DAMAGES WHICH ARE INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVENT HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. SUCH DAMAGES INCLUDE, BUT MAY NOT BE LIMITED TO, SUCH ITEMS AS LOST PROFITS, LOST OPPORTUNITY, AND LOST BUSINESS. ALL CLAIMS OF ANY TYPE BY CUSTOMER AGAINST ADVENT MUST BE BROUGHT WITHIN ONE YEAR OF ACCEPTANCE AS DEFINED HEREUNDER, OR BE FOREVER BARRED. THE REMEDIES EXPRESSED ON THIS CONTRACT ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILBALE TO CUSTOMER. NEITHER ADVENT NOR ANY MANUFACTURER BEARS ANY RESPONSIBILITY, NOR ASSUMES ANY LIABLITY FOR THE MALICIOUS DESTRUCTION OF, TAMPERING WITH, REMOVAL OF ANY PARTS, ATTEMPTS TO MODIFY OR REPAIR, EQUIPMENT OR CUSTOMER’S NEGLIGENT USE OF, THE EQUIPMENT SOLD IN ACCORDANCE WITH THIS AGREEMENT. THIS WARRANTY DOES NOT INCLUDE THE REPAIR OR REPLACEMENT OF EQUIPMENT DAMAGED BY FIRE, WATER, HAIL, LIGHTNING, EARTHQUAKE, THEFT, RIOT, ACTS OF GOD, MISUSE, ABUSE OR DAMAGES BY CUSTOMER’S TELEPHONE CARRIER, IE., ATT&T, VERIZON, ETC. NEITHER ADVENT NOR ANY MANUFACTURER WILL WARRANT ANY EQUIPMENT NOT SOLD IN ACCORDANCE WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH EQUIPMENT IS ATTACHED TO, OR USED IN CONJUNCTION WITH THE EQUIPMENT TRANSFERRED IN ACCORDANCE WITH THIS AGREEMENT. REPROGRAMMING, EVEN WHEN REQUIRED WITH RESPECT TO COMPUTERIZED SYSTEMS, SHALL NOT BE A PART OF THE WARRANTY GRANTED HEREBY. ADVENT SHALL HAVE THE ABSOLUTE RIGHT TO REFUSE ANY REQUEST FOR WARRANTY WORK IF CUSTOMER OWES ANY BALANCE TO ADVENT AT THE TIME OF THE WARRANTY REQUEST. THIS WARRANTY DOES NOT COVER ANY USED EQUIPMENT – WHICH IS SOLD “AS IS AND WHERE IS”.
6. CUSTOMER’S RESPONSIBILITIES –
   
   • The Customer shall provide the equipment with an operating environment in accordance with the manufacturer’s specifications.
   • The Customer shall use only attachments or equipment which are compatible and suitable for use with the equipment supplied by Advent.
   • The Customer shall provide to Advent free and full access to the equipment in order to provide maintenance and service.
   • The Customer shall cooperate with Advent and shall not in anyway hinder the performance of Advent in servicing the equipment or system covered by the Contract Documents.
   • The Customer shall be responsible for paying any travel fees incurred for servicing the equipment or system covered by this agreement.
7. INDEMNITY – Customer agrees to indemnify and hold harmless Advent from all injury, damages, liability or loss (whether direct, indirect, special, consequential or of whatever nature) which results from or is incurred as a result of the willful misuse of the equipment by the Customer.
8. RISK OF LOSS – Risk of Loss shall pass to the Customer at such time as the equipment is placed upon or delivered to the premises at which the same are to be installed, regardless of the cause or reason for the loss, unless otherwise specifically agreed.
9. TERMINATION – Prior to implementation, the Customer may terminate the Contract Documents upon written notice to Advent of its desire to terminate, provided, the Customer reimburses Advent for actual costs and expenses which it has incurred in ordering the specified equipment, having the same shipped or delivered, or in any other way preparing to perform under the Contract Documents.  Once implemented, the customer has 30 days to terminate service, after which the customer is liable for the full term as noted on their Contract Documents.  At the end of contract term, the service will continue on a month to month basis, and the Customer may terminate service with a written notice 30 days prior to the desired termination date.
   
10. SERVICE CHARGE – Customer warrants that the goods and services to be provided hereunder are to be used for a business purpose. A service charge of one and one half percent per month, 18% per year, will be charged against any payments which are not paid when due.
11. PARTIAL INVALIDITY– If any part of the Contract Documents is invalid, such invalidity shall not affect the remaining portions of the Contract Documents.
12. GOVERNING LAW – The Contract Documents shall be governed and interpreted in accordance with Laws of the State of California.
13. ENTIRE AGREEMENT – During the course of negotiations, Advent may have made oral statements about the services, equipment or system described in the Contract Documents. Such statements do not constitute warranties or representations, and shall not be relied upon by the Customer, and are not part of the Contract Documents. The parties’ entire agreement is embodied in the Contract Documents, as well as any exhibits hereto or referenced therein. The Contract Documents constitute the final expression of the parties’ agreement, and is a complete and exclusive statement of the terms of that agreement. The Contract Documents, and the rights and obligations of the parties, shall not be modified, except in writing, signed by both parties. Modifications may be made by additional Quote(s) signed by both parties. The Contract Documents shall include all such Quote(s).
14. CORPORATE AUTHORITY – Customer’s signatory to the Contract Documents represents that s/he is an authorized agent of Customer, has been directed to enter into the Contract Documents on behalf of Customer and has full authority to bind Customer to all of the terms and conditions contained in the Contract Documents. Customer acknowledges that Advent is relying on these express representations in entering into the Contract Documents and in providing the equipment and services listed above.
15. 911 DIALING NOTICE AND TERMS OF SERVICE – Advent Technologies, Inc. 911 Dialing is different than traditional 911 service and we would like to make sure that you have a clear understanding about our 911 Dialing. Also, due to a recent FCC ruling, you must acknowledge that you understand how our 911 Dialing works. Setting up your 911 Dialing is still the same, simply fill out a short form in the Features section of your web account with your street address, and well get you up and running. You can easily update your address at any time through your web account.
    Most of our customers (other than Wi-Fi and Softphone customers) have access to either basic 911 or Enhanced 911 (E911) service. With E911 service, when you dial 911, your telephone number and registered address is simultaneously sent to the local emergency center assigned to your location, and emergency operators have access to the information they need to send help and call you back if necessary. Customers in locations where the emergency center is not equipped to receive your telephone number and address have basic 911. With basic 911, the local emergency operator answering the call will not have your call back number or your exact location, so you must be prepared to give them this information. Until you give the operator your phone number, he/she may not be able to call you back or dispatch help if the call is not completed or is not forwarded, is dropped or disconnected, or if you are unable to speak. As additional local emergency centers become capable of receiving our customer’s information, Advent Technologies, Inc. will automatically upgrade customers with basic 911 to E911 service. Advent Technologies, Inc. will not give you notice of the upgrade.
    Certain customers do not have access to either basic 911 or E911. If you don’t have access to basic 911 or E911 your 911 call will be sent to the Advent Technologies, Inc. national emergency call center. A trained agent at the emergency call center will ask for the name, telephone number and location of the customer calling 911, and then contact the local emergency center for such customer in order to send help. Examples of situations where 911 calls will be sent to the Advent Technologies, Inc. national emergency call center include when there is a problem validating a customer’s address, the customer is identified with an international location, or the customer is located in an area that is not covered by the landline 911 network. In addition, if you use a Wi-Fi or SoftPhone, due to the portable nature of these Devices, your 911 calls will be routed to the Advent Technologies, Inc. national emergency call center. Emergency personnel do not receive your phone number or physical location when your 911 call is routed to the Advent Technologies, Inc. national emergency call center.
    You must register with Advent Technologies, Inc. the physical location where you will utilize Advent Technologies, Inc. phone service (Service) for each phone line. Also note that if you move your device to another location, you must register your new location. If you do not register your new location, any 911 call you make may be sent to an emergency center near your old location. You will register your initial location of use when you subscribe to the Service. This process can take several hours, and you will receive a confirmation email once 911 Dialing has been activated for your initial location or for a newly registered location. Regardless of what address you register for a Wi-Fi or SoftPhone, emergency calls you make from these devices will be routed to the Advent Technologies, Inc. national emergency response center. Remember that our 911 Dialing service will not function in the event of a broadband or power outage or if your broadband, ISP or Advent Technologies, Inc. phone service is terminated.