Terms & Conditions
SANTEC
Communications is herein referred to as "Seller".
The person or entity purchasing Goods ("Goods")
is herein referred to as "End-User." Purchase of
Goods shall comprised of : per- and post- sales network design,
network installation and configuration, network integration
and trouble-shooting, support and sales of complementary products
and services, network equipment and/or accessories, software
and firmware which are preloaded or delivered separately to
be loaded into the Goods.
1. ORDERS ACCEPTANCE:
All orders are subject to Seller's acceptance. Seller's acceptance
of End-User order shall constitute a binding Agreement (“Agreement”)
between End-User and Seller and unless otherwise stated, all
sales transactions are expressly limited to the terms and
conditions set forth below. All other terms and conditions
(including but not limited to additional and/or different
terms and conditions) contained in any of End-User's Purchase
Orders or other documents submitted by End-User are EXPRESSLY
rejected. No waiver of these terms and conditions or acceptance
of other terms and conditions shall be construed from Seller's
failure to object to the same. All sales are final. End-User
acceptance of the Goods will further manifest End-User's consent
to Seller's Terms and Conditions of Sale.
2. ITEMS PURCHASED:
Goods purchased and to be provided hereunder, unless otherwise
agreed in writing by Seller, will be Seller's Goods as specified
in Seller's quotation or acknowledgment. Software provided
are subject to Seller standard license terms and agreements
with OEM's (Original Equipment Manufacturer), which grant
to End-User the right to use the software:
(a) End-User's use of the Goods provided.
(b) End-User's integration for use of the Goods provided.
3. TESTING
& GOODS ACCEPTANCE: The Goods are inspected and
submitted to Original Equipment Manufacturer's (OEM) standard
tests in the factory of manufacture before shipment. End-User
shall have 10 days after receipt to accept the Goods. After
this period the Goods shall be deemed accepted.
4. RETURNED
GOODS: Goods cannot be returned without Seller s
prior written consent. Seller will repair or replace Goods,
which, in Seller's sole judgment are defective. For material
returned to Seller and diagnosed as “no-fault-found”, End-User
will be charged for work performed and material used on testing
and upgrading as well as for freight and duty.
5. SHIPMENT/DELIVERY:
End-User acknowledges that Seller's shipping dates are estimates
and are subject to change by Seller upon written notice to
End-User. Unless otherwise agreed to in writing by Seller,
the Goods will be delivered FCA Seller's or Distributor’s
shipping point or as designated in Seller quotation. Unless
any order is specified as “Ship Complete”, Seller reserves
the right to make partial shipments. If Goods are held by
Seller for End-User at End-User's request, or due to End-User's
failure to supply shipping instructions, Seller may invoice
End-User for the full purchase price of the Goods and End-User
agrees to make payment. Goods held for End-User by Seller,
for whatever reason, are held at End-User's risk and End-User
shall reimburse Seller for any insurance, storage or other
costs incurred by Seller.
6. PRICES:
Unless otherwise agreed in writing by Seller, prices for Goods
are FCA Seller's shipping point or sales distribution center.
Prices quoted by Seller shall remain in effect for a period
of 30 days from Seller's date of quotation or as designated
in Seller's quotation. If Seller does not receive, within
such time period, a purchase order from End-User, Seller shall
have the right to change the price for such Goods. Prices
and license fees do not include freight, handling, hoisting,
insurance or storage charges, unless otherwise agreed by Seller
in writing. Prices and License Fees also do not include Taxes
or Duties imposed on the Seller in order to delivery the Goods.
Seller will add such assessments to the price stated.
7. PAYMENT/SECURITY
INTEREST: Payment is due in U.S. currency, unless
stated differently in Seller's quotation, net 30 days from
date of Seller Invoice. Without prejudice to Seller's other
rights, Seller reserves the right to: charge interest on any
overdue sums in accordance with applicable law during the
period of delay; and to suspend performance of the order (including
withholding of shipment, or of applicable installation and
site work) in the event that End-User fails to make payment
when due under the Agreement or any other order. Partial shipments
of Goods will be invoiced and are payable as they occur in
accordance with these terms. Seller quotation for installation
is based on assumptions of site conditions and activities
for which End-User is responsible. At Seller's option, an
engineering site evaluation will be performed after the receipt
of the purchase order. If the site conditions are different
or changed, the End-User will be responsible for any additional
charges which are payable as they occur in accordance with
these terms. A revised purchase order will be required for
theses changes. Progressive invoicing for installation and
change order fee may apply and are payable in accordance with
these terms. Should End-User's financial responsibility become
unsatisfactory to Seller, Cash on Delivery or a Letter of
Credit may be required for future deliveries.
8. DELAYS:
Seller shall not be liable or responsible for cost,
expense or damage due to non-performance or a delay in performance
where such non-performance or delay is due to causes beyond
its reasonable control, including, but not limited to, natural
disasters, acts of government, power failure, fire, flood,
acts of God, labor disputes, riots, acts of war, epidemics,
or material and transportation shortages. Deliveries of Goods
and/or Software or other Seller performance may be suspended
for an appropriate period of time or cancelled by Seller upon
notice to End-User of the foregoing, but other End-User and
Seller performance hereunder shall otherwise remain unaffected.
9. SELLER
may allocate its available supply of Goods or material among
its Customers on such basis as Seller determines to be equitable
without liability to End-User for any failure of performance
which may result there from, if Seller determines that its
ability to supply the total demand of Goods or to obtain material
used in the manufacture of Goods is hindered, limited or made
impracticable due to causes set forth in the preceding paragraph.
10. LIMITED
WARRANTY: Seller warrants to End-User that Goods
shall be free from defects and shall conform to the applicable
specifications. Goods are purchased by Seller from the manufacturer
or manufacturer's distributors for resale and shall carry
only the warranty extended by the OEM (Original Equipment
Manufacturer). This warranty shall survive inspection, acceptance
and payment. The return of Goods under warranty is as specified
in section 4 (Returned Goods). The warranty set forth in this
Section shall not apply if Goods are improperly stored or
handled, exposed to weather elements where not so intended,
abused, installed - operated or maintained contrary to manufacturer
instructions or if Goods are modified by End-User. Seller
reserves the right to suspend its warranty obligations if
End-User does not fulfill its obligation to make all payments
as specified in the order.
11. SALLER
shall have no liability to End-User with respect to any claim
of patent and/or copyright infringement based upon: the modification
by End-User of Goods furnished under this Agreement; The foregoing
states the entire liability of Seller with respect to infringement
of patents or copyrights.
12. LIMITATION
OF LIABILITY/CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL
SELLER ASSUME ANY LIABILITY FOR: SPECIAL, INCIDENTAL, PUNITIVE,
OR ECONOMIC CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER INCLUDING
WITHOUT LIMITATION, LOSS OF USE, DATA, PROFIT, OR REVENUE,
OR LOSS OR DAMAGE TO PROPERTY OR EQUIPMENT, OR OTHER ECONOMIC
LOSS INCURRED BY END-USER AS A RESULT OF SELLER'S CANCELLATION
OF THIS AGREEMENT.
13. CHANGES:
Seller agrees to changes requested by End-User without
obligation to similarly altering Goods previously sold and
these changes alter the amount due under the purchase order
or the time required for performance hereunder, the price
of Goods ordered, any license fees and/or the time for performance
shall be equitably adjusted. End-User may, in writing, within
the scope of the accepted order, request changes in the established
specifications.
14. CANCELLATION:
This Agreement or any part of it is subject to cancellation
by Seller if End-User does not meet the conditions specified
herein or if End-User becomes insolvent or bankrupt. In the
event of cancellation for this reason Seller is under no obligation
to pay End-User for any expenses, costs, claims, or liabilities
incurred and Seller may retain any portion of the purchase
price pre-paid by End-User as liquidated damages. Seller retains
all rights to any other legal remedies it may have against
End-User. End-User may cancel orders only upon reasonable
advance written notice to Seller and upon payment to Seller
of Seller's cancellation fees. Cancellation fees are based
on date of written notice from End-User to Seller prior to
the shipping date. Special orders or special items that require
special design or attention are final and not cancellable.
15. CONFIDENTIALITY:
Seller undertakes to keep confidential and not to disclose
to any third party without End-User's written consent any
data supplied by End-User relating to the order or End-User's
processes which have been designated in writing by End-User
as confidential, except as may be necessary for the proper
performance of the Order or where required by law.
16. EXPORT:
Each party hereby agrees to comply with all export
laws and restrictions and regulations required by OEM (Original
Equipment Manufacturer) and the Department of Commerce or
other United States Authority and not to export or allow the
export or re-export of any Goods to be supplied hereunder
in violation of any such restrictions, laws or regulations,
or without all required licenses and authorizations. End-User
acknowledges that Seller's quote on Goods ordered hereunder
is subject to End-User obtaining any required license or authorization
at time of shipment and End-User agrees that Seller shall
incur no liability to End-User if such license or authorization
is unavailable.
17. APPLICABLE
LAW: This Agreement shall be governed by and performance
construed in accordance with the domestic laws and as adopted
in the State of New York, without reference to its choice
or conflict of laws principles.
18. MODIFICATIONS:
Except as may be specifically provided for herein, any agreement
that modifies, changes, or supplements this Agreement or the
documents referenced herein shall only be valid if in writing
and signed by Seller or a duly authorized associate of Seller.
No other Seller associate or representative is authorized
to alter the terms of this Agreement.
This “Agreement” was last updated September 23rd 2011.
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