NATIONAL ACCOUNT AGREEMENT
RAD-COMM RADIO A PARTNERSHIP
This Agreement made this ___________day of 20_____and between Rad-Comm Radio A partnership A Texas Business Hereinafter
referred to as (Rad-Comm) Having a place of business at 3300 82 St Suite E Lubbock TX 79423
AND_______________________________________________________
(Hereinafter Called “National Account”), Having a principal place of business at
___________________________________________________________
___________________________________________________________
Terms
NATIONAL ACCOUNT is hereby appointed an authorized RAD-COMM NATIONAL ACCOUNT. The NATIONAL ACCOUNT may
purchase the
ICOM radios listed in the current Icom America Land Mobile Retail Price List from Rad-Comm Radio at the discount off retail
price shown in Appendix 1. Rad-Comm Radio may revise this price list from time to time but such revisions will not terminate
this agreement or modify other terms of this agreement as a result of such revisions. This agreement is for an indefinite
period of time, and is subject to the following terms and conditions.
Subject to availability and other terms and conditions set forth herein, NATIONAL ACCOUNT shall be entitled to purchase
Land Mobile radio equipment (hereinafter referred to as "equipment" as follows:
a. Orders may be placed by any individual NATIONAL ACCOUNT location, branch or office or from a central purchasing office
of
the NATIONAL ACCOUNT.
b. Orders will be made on a open account via fax with a purchase order number with shipping information from its ordering
location and contact information
Orders are subject to Dealer approval.
c. Rad-Comm will deliver, program, and distribute the radio equipment to NATIONAL ACCOUNT end users
d. Rad-Comm will be provided all necessary FCC licensing and frequency coordination for the location to which radios are
shipped, (a separate charge for this service may be applicable).
e. Rad-Comm will invoice the ordering NATIONAL ACCOUNT location for the products delivered and services performed unless
otherwise directed by the National Account.
f. NATIONAL ACCOUNT will pay Rad-Comm for the products delivered and services rendered.
3. Warranty
a. The warranty is provided by the manufacture relating to the equipment that was purchased. Rad-Comm provides no other
warranty, express, implied, statutory or otherwise, and specifically disclaims any warranty of merchantability, fitness for
a particular purpose or non-infringement of third party rights with respect to the manufactured equipment..
4. NATIONAL ACCOUNT will not take any credit against payment due Rad-Comm without a written credit memorandum authorizing
such credit issued by Rad-Comm, and it will not return equipment for any reason except in accordance with Rad-Comm’s
written consent obtained in advance, or except warranty repair.
Rad-Comm may in its sole and exclusive discretion establish limitations and requirements for the extension of credit by
Rad-Comm to NATIONAL ACCOUNT and Rad-Comm may withhold shipments on credit if at any time the financial condition of NATIONAL
ACCOUNT, in the opinion of Rad-Comm, warrants denial or limitations on the amount of credit. Rad-Comm may also charge NATIONAL
ACCOUNT
interest at the highest lawful rate applicable at any time after NATIONAL ACCOUNT is past due.
The prices for equipment may be changed from time to time by Rad-Comm releasing a revised current discount-off-retail price
list; Rad-Comm will forward the revised price list as soon as practical, but Rad-Comm reserves the right to refuse to accept
an order for equipment for which prices have been revised unless the order is amended to reflect Rad-Comm’s current
prices.
NATIONAL ACCOUNT will accept equipment it orders and pay Rad-Comm in accordance with the terms set by Rad-Comm. Rad-Comm
shall not be liable for any delay or failure to deliver equipment where such delay or failure results directly or indirectly
from causes beyond their reasonable control and may allocate inventory or current production among purchasers, commit its
inventory and product capacity to or for the benefit of the government or discontinue any model without incurring liability
to NATIONAL ACCOUNT. In no event will Rad-Comm be liable for consequential damages for any delay or failure to deliver equipment.
Rad-Comm has no obligation to make drop shipments. National Account acknowledges and understands that Rad-Comm is neither
an agent, partner nor affiliated with the manufacture in any other manner whatsoever except as an independent Commercial Equipment
Dealer. Rad-Comm is solely responsible for its actions and omissions in complying with any obligations that may be required
under this Agreement.
This Agreement may not be assigned by NATIONAL ACCOUNT to a third party unless prior written consent is given by Rad-Comm.
This agreement may be assigned by either party if the assignee is an affiliate, successor or assign in a change of corporate
control.
This Agreement may be terminated for any of the following reasons or events:
a. In the event of breach of any of the provisions of this Agreement (including insolvency or any act of bankruptcy), by
written notice of termination effective immediately.
b. Terminated upon thirty (30) day's written notice by either Rad-Comm or NATIONAL ACCOUNT to the other party for no cause.
c. By Rad-Comm if NATIONAL ACCOUNT does not meet the annual purchase target in Appendix 1.
d. By agreement of both parties to execute a new National Account Agreement.
Upon notice of termination, all orders for equipment or portions thereof which have not been shipped by Rad-Comm shall
be automatically canceled, and neither party shall be liable to the other for non-delivery on non-acceptance. In the event
of termination as described in paragraph 9(b), above, NATIONAL ACCOUNT may place new orders for equipment and Rad-Comm in
its discretion may accept such orders for equipment prior to the effective date of termination. If Rad-Comm does accept the
order, it will be subject to such terms of credit and conditions of sale as in Rad-Comm’s judgment.
11. The right of termination of this Agreement pursuant to Paragraph 9 hereof is absolute and neither Rad-Comm, nor NATIONAL
ACCOUNT shall incur any liability by reason thereof, each of said parties mutually releasing the other from claims of any
nature (including, but not by way of limitation, damages sustained by NATIONAL ACCOUNT for loss of prospective profits, or
on investments,
contracts, leases or other commitments) resulting from or arising out of such termination, provided however,
nothing in this paragraph shall be construed as a release of any financial obligation of NATIONAL ACCOUNT for equipment shipped
by Rad-Comm which shall have occurred prior to the effective date of such termination for equipment purchased.
12. NATIONAL ACCOUNT may not directly or indirectly purchase Equipment for a third party. For purposes of this Paragraph,
third party" does not include an affiliate, parent or subsidiary of the National Account.
13. Limitation on Damages. Neither Rad-Comm nor any third parties who have been involved in the creation, production
or delivery to NATIONAL ACCOUNT of any equipment that is the subject of this agreement will be liable for any special, indirect,
consequential, incidental, or punitive damages (Including, but not limited to, damages for loss of business profits, business
interruption or loss of business information) arising but of this agreement or the use or inability to use any Rad-Comm equipment,
even if Rad-Comm has been advised of the possibility of such damages. In the event damages are awarded, no damages shall be
in excess of an amount equal to the total amount paid by NATIONAL ACCOUNT for the particular Rad-Comm equipment that is the
subject matter of the dispute.
14. That the waiver of any right or obligation herein by either Rad-Comm or NATIONAL ACCOUNT shall not be construed as
a waiver of the same right or obligation at any later time.
This National Account Agreement pertains to Rad-Comm Land Mobile Radio Equipment and does not pertain to other equipment
sold by Rad-Comm unless otherwise indicated.Applicable Law, Consent to Jurisdiction and Venue. As between Rad-Comm and NATIONAL
ACCOUNT, this Agreement shall be governed by, construed and enforced under the laws of the State of Texas as applied to agreements
among Texas residents to be performed entirely within Texas (i.e., without giving effect to its conflict of law rules which
might otherwise require application of the law of another jurisdiction). The parties agree that the exclusive jurisdiction
and venue for any and all disputes arising under or relating in any way to this agreement shall be in the state and federal
courts in Lubbock County, Texas. NATIONAL ACCOUNT hereby irrevocably submits to the exclusive jurisdiction and venue in such
courts. If any section of this Agreement or portion thereof is held invalid or unenforceable, the remaining terms of this
Agreement shall remain in full force and effect as if the invalid pro-vision were omitted.
This agreement contains all the covenants and agreements between the parties with respect to the subject matter hereof
and supersedes all previous agreements, either oral or written, between the parties. This agreement is not binding until signed
by all parties.
That NATIONAL ACCOUNT has read all preceding 17 paragraphs, including those provisions dealing with remedies and limitations
on damages for breach of warranty or other grounds for liability, and understands all of the terms and obligations contained
herein. If this agreement is signed by a representative, the undersigned warrants that the signing of this agreement is authorized
and within the scope of
the undersigned's authority to execute this agreement for and on behalf of the principal.Rad-Comm
Radio General Manager Rickey A Roy___________________________
NATIONAL ACCOUNT_________________________________________________
STREET__________________________________________
CITY_________________________________STATE__________ZIP_____________
PRINTED NAME_______________________________________________________
SIGNATURE AND TITLE_______________________________________________
