STANDARD TERMS AND CONDITIONS OF SALE
You should update this document to reflect your T&C.
Below text serves as a suggestion and doesn’t engage Odoo S.A. responsibility.
This AGREEMENT is between Active Telephones Inc and Customer(hereinafter called the “CUSTOMER”). SUPPLIER agrees, for the PRICE set out in below, to sell and/or license to the CUSTOMER a telephone system consisting of the HARDWARE, SOFTWARE, SERVICES and INTERFACES specified herein, hereinafter collectively called the “PRODUCTS”.
Any Government surcharge or Tariff on suppliers will be assessed as a separate charge for the length that we incur them.
1 SOFTWARE LICENSE - When paid in full, SUPPLIER grants CUSTOMER a non-exclusive and non-assignable right to use the SOFTWARE only at the location(s) listed in this proposal. The software will be licensed and not sold. CUSTOMER acknowledges that the SOFTWARE is the exclusive property of SUPPLIER, is protected by international copyright conventions, and is subject to all laws regarding trade secrets. This license does not include the right to reproduce, distribute, copy or sub-license the SOFTWARE to others. This license cannot be transferred without prior written consent from SUPPLIER. SUPPLIER reserves the right to charge a fee for the transfer of the license.
2 PAYMENT TERMS – See Below
3 SECURITY INTEREST – CUSTOMER acknowledges that SUPPLIER holds a purchase-money security interest in each item of the PRODUCTS and the proceeds from its disposition until paid in full.
4 DEFAULTS BY CUSTOMER - Failure of CUSTOMER to perform any of its obligations hereunder including, without limitation, making timely payments when due shall constitute default. In the event of any default by CUSTOMER, SUPPLIER, in addition to all its other legal rights and remedies, shall have the right to terminate this Agreement and electronically block access to the PRODUCTS by the CUSTOMER. If the default is not promptly cured, SUPPLIER shall then have the right if permitted by law to enter the premises where the PRODUCTS are located and peaceably retake possession without posting security. SUPPLIER shall also have all other remedies available to a secured party under the Uniform Commercial Code of the State of New Jersey. In the event of default by CUSTOMER, SUPPLIER shall be entitled to payment for: (a) administrative expenses; (b) interest at 10% per annum from the date of default; and (c) reasonable attorneys’ fees and costs of suit incurred as a result of said default. In addition, electronic debt collection software is included and may be used when CUSTOMER is in default. All remedies available to SUPPLIER are cumulative and recourse to one does not preclude recourse to others.
5 INSTALLATIONS – The PRODUCTS will be installed by SUPPLIER at the specified location(s).
6 CUSTOMER INSTALLATION RESPONSIBILITIES
A CABLING: Customer to provide terminated and certified cables for all the equipment.;
B ISP: To provide ongoing internet access through an Internet Service Provider (ISP)
C ENVIRONMENT: to provide a clean, well ventilated, air-conditioned space with a dedicated power line to install the PRODUCTS and a dedicated telephone modem line for support;
D OTHER VENDORS: to coordinate, schedule and compensate third party vendors necessary to complete the installation of PRODUCTS;
E SITE PREPARATION: to fully cooperate with SUPPLIER personnel and make facilities available to SUPPLIER for the purposes of PRODUCTS installation and training. The scheduled installation date for the PRODUCTS is to be confirmed. If the CUSTOMER unilaterally changes the agreed to date with less than two weeks’ notice the CUSTOMER will pay SUPPLIER for any non-recoverable out of pocket expenses and may be subject to a re-stocking fee of 20% of the PRODUCTS purchase price.
F TRAINING: to ensure that trainees attend training in a distraction free environment and that future new employees are adequately instructed in the use of the system.
G Lodging: Customer to provide lodging for technicians throughout duration of installation.
7 HARDWARE WARRANTY- CUSTOMER assumes risk of loss when HARDWARE is delivered to CUSTOMER location. SUPPLIER provides a thirty-day out of box warranty on all hardware purchased from SUPPLIER. Post the thirty-day period, an eleven-month warranty will be provided. As part of the depot warranty, all inoperable hardware must be shipped to SUPPLIER, for repair by the manufacturer. The CUSTOMER will be charged a nominal handling fee for this service. Should the CUSTOMER elect, loaner equipment may be rented on a weekly basis during the repair period. Should the rental equipment not be returned to SUPPLIER after the repaired equipment is returned to the site, the property will be charged in full for the value of the rented items. Should the CUSTOMER desire, on site next business day warranties are available at additional cost. In addition, SUPPLIER provides hardware diagnostics maintenance for the first year free of charge. Hardware diagnostics support is available in year two, at the current prevailing rates. Should the CUSTOMER elect to decline hardware diagnostics coverage in year two, this service may still be purchased on an hourly basis by providing a credit card as payment. Customers that have an in-force support agreement are serviced on a priority basis ahead of hourly customers.
8 EXCEPTIONS TO HARDWARE WARRANTY- If damage to hardware is caused by CUSTOMER’S negligence or an act of God, or an act of terrorism, such as, but not limited to lightning, flood or riot, SUPPLIER shall not be liable for replacement of damaged HARDWARE. The following items are not covered by warranty, print heads, ribbons, cartridges, mouse, battery backups, surge protectors, sound cards, speakers, card swipes, cables, and connectors.
9 FITNESS FOR PURPOSE - CUSTOMER affirms that it has carefully examined the SOFTWARE and INTERFACES and finds them fit for its purposes
10 PMS Interface: Active Telephones will provide 2 Hrs. of labor time for PMS interfaces (Voicemail, PBX and Call accounting). Additional time will be billed at $125 per hour. Customer will provide date and time for interface. If cancelled within 48 Hrs. then trip charge of $450 will be billed. Rescheduled trip will be charged at flat rate of $450.00 (time allotted will be 4 Hrs.). Any time spent on hardware /software configuration not related to PBX installation will be billed at $125 per hour
Customer Initials
11 Dedicated lines for Elevators, Fire Alarms and area of Refuge is not part of this proposal. We will try and facilitate the installation on time and material basis.
Customer initials
12 Credit card payments are accepted with 3 % surcharge.
Payment Terms:
CUSTOMER WILL MAKE PAYMENT IN FULL WITH 50% ON SIGNING OF THE CONTRACT, 35% ON EQUIPMENT DELIVERY AND THE BALANCE UPON COMPLETION OF INSTALLATION. THE INSTALLATION PROCESS WILL NOT BEGIN UNTIL PAYMENT TERMS STATED HEREIN ARE FULFILLED. ADDITIONAL SHIPPING FEES WILL BE ADDED FOR RUSH ORDERS. (A SEPARATE LINE ITEM WILL APPEAR ON YOUR INVOICE.)
The purchaser agrees that from the time the installation begins until full payment has been made Active Telephones, Inc. holds an exclusive lien on the equipment listed on page 1. The purchaser agrees that Active Telephones, Inc. shall have such remedies as are provided in Chapter Nine of the Uniform Commercial code in the event of Non-payment of the purchase price and purchaser further agrees that he/she shall be liable for reasonable costs incurred in connection with collection including reasonable attorney's fees.