term or condition of this Agreement. 17. Security Arrangement. Techtop hereby reserves a purchase money security interest in the Products sold by Techtop to Customer, and the proceeds thereof, in the amount of the aggregate payments due to Techtop. These interests will be satisfied upon payment in full. Techtop may file or record these Terms and Conditions or financing statement(s), pursuant to the Uniform Commercial Code, to perfect, continue, release, assign, terminate and/or amend its security interest. Customer authorizes Techtop to file a financing statement signed only by Techtop describing the collateral as the Product provided to Customer pursuant to these Terms and Conditions and/or proceeds thereof. Customer will execute financing statements and other instruments required to protect Techtop’s security interest if requested by Techtop. Techtop or its representative may enter upon Customer’s premises at any reasonable time upon consent of Customer to inspect the Products until the payments due under a Sales Order or these Terms and Conditions have been paid in full. The Product remains personal property, even if attached to realty or other property, until all amounts due to Techtop have been paid in full. Once payment in full is made, Techtop will release the security interest. If Customer fails to make payment when due, Techtop may exercise its rights under the UCC in Georgia. 18. Jurisdiction and Venue. For all disputes or controversies that may arise in connection with this Agreement, the parties consent to the sole and exclusive jurisdiction and venue of the Superior Court of Gwinnett County, Georgia, and the United States District Court for the Northern District of Georgia, Atlanta Division. 19. Force Majeure. The term “Force Majeure” will be defined as fire or other casualty or accident; act of God; severe weather conditions; strikes or labor disputes; war or other violence; law, order, proclamation, regulation, ordinance, demand or requirement of any governmental agency; or any other act or condition whatsoever beyond the reasonable control of the parties hereto. If the performance of a Sales Agreement or these Terms and Conditions by either party or any obligation thereunder or hereunder is prevented, restricted, or interfered with by reason of a Force Majeure event, the party whose performance is so affected, upon giving prompt notice to the other party, will be excused from such performance to the extent of such Force Majeure event, provided however, that the party so affected will take all reasonable steps to avoid or remove such causes of nonperformance and will continue performance hereunder with dispatch whenever such causes are removed. 20. Miscellaneous. This Agreement will be governed by, and construed in accordance with, the laws of the State of Georgia without application of conflict of laws principles. CUSTOMER HEREBY AGREES TO WAIVE TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER AGREEMENT OR TRANSACTION BETWEEN THE PARTIES. The waiver or failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further right. No modification, waiver or amendment of this Agreement will be effective unless it is in writing and signed by an authorized signatory of Customer and Techtop. Neither party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other; provided, however, the sale of Techtop or the sale, assignment or other transfer of Techtop’s business, will not be deemed an assignment or delegation. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Time is of the essence of this Agreement.
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Techtop Industries – 2815 Colonnades Court – Peachtree Corners, GA 30071
Updated 08/01/26
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