PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE.
This Agreement contains the terms and conditions that apply to purchases by customers from GovComm, Inc. (“GovComm”) to you (“Customer”) on orders for intelligent transportation system equipment, peripherals, services and support sold by GovComm in the United States. By accepting delivery of the items described on the invoice, Customer agrees to be bound by and accepts these terms and conditions. If the equipment or services do not comply with the ordered item, you should notify GovComm management immediately noting the exception(s). All sales are final after thirty (30) days from the date of the original invoice.
THESE TERMS AND CONDITIONS APPLY (I) UNLESS THE CUSTOMER HAS SIGNED A SEPARATE PURCHASE AGREEMENT WITH GOVCOMM, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (II) UNLESS OTHER GOVCOMM STANDARD TERMS APPLY TO THE TRANSACTION.
We make our customer’s aware of their rights and obligations as well as limitations and exclusions by publishing our Terms of Sale.
Other Documents. Other than as specifically provided in any separate formal purchase agreement between Customer and GovComm, these terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for product(s) which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Customer and GovComm.
Governing Law. THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE GOVERNED BY THE LAWS OF BROWARD COUNTY, FLORIDA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.
Payment Terms; Orders; Quotes; Interest. Terms of payment are within GovComm’s sole discretion, and unless otherwise agreed to by GovComm, payment must be received by GovComm prior to GovComm’s acceptance of an order. Payment for the products and services and support may be made by credit card, wire transfer, or some other prearranged payment method unless GovComm has agreed to credit terms. Invoices are due and payable within the time period noted on the invoice, measured from the date of the invoice. GovComm, Inc. may invoice parts of an order separately. Orders are not binding upon GovComm until accepted by GovComm. Any quotations given by GovComm will be valid for the period stated on the quotation. Customer agrees to pay interest on all past-due sums at the highest rate allowed by law.
Shipping Charges; Taxes. Separate charges for shipping and handling will be shown on the invoice(s). Unless Customer provides GovComm with a valid and correct tax exemption certificate applicable to the product ship-to location prior to GovComm’s acceptance of the order, the Customer is responsible for sales and all other taxes associated with the order, except for GovComm’s franchise taxes and taxes on GovComm’s net income. If applicable, a separate charge for taxes will be shown on the invoice.
Title; Risk of Loss. Title to products passes from GovComm to Customer on shipment from GovComm’s facility. Loss or damage that occurs during shipping by a carrier selected by GovComm is GovComm’s responsibility. Loss or damage that occurs during shipping by a carrier selected by Customer is Customer’s responsibility. Title to software will remain with the applicable licensor(s).
Warranties. THE LIMITED WARRANTIES APPLICABLE TO GOVCOMM BRANDED PRODUCTS ARE INCLUDED IN THE DOCUMENTATION PROVIDED WITH THE PRODUCTS AND CAN ALSO BE LOCATED ONLINE THERE ARE NO WARRANTIES FOR SERVICES. GOVCOMM MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN GOVCOMM’S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. ANY SUCH WARRANTIES WILL BE EFFECTIVE, AND GOVCOMM WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTIES, ONLY UPON GOVCOMM’S RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED.
Software. All software is provided subject to the license agreement that is part of the package. Customer agrees that it will be bound by the license agreement once the package is opened or its seal is broken. Warranties, if any, for the software are contained in the license agreement that governs it purchase and use.
Exchanges. From time to time, GovComm may, in its sole discretion, exchange products or portions of a product. Any exchanges will be made in accordance with GovComm’s exchange policies in effect on the date of the exchange.
Products. GovComm continually upgrades and revises its products and service offerings to provide GovComm customers with new products and service offerings. GovComm may revise and discontinue products at any time without prior notice to customers. GovComm will ship products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible. The parts and assemblies used in building GovComm products are selected from new and equivalent-to-new parts and assemblies in accordance with industry practices. Spare parts may be new or reconditioned. The quoted GovComm SKU numbers for GovComm branded hardware products are of the quantity specified by GovComm and conform in all material respects with the GovComm product specifications current on the date such products were shipped.
Limitation of Liability. GOVCOMM DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. GOVCOMM WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES BUNDLED WITH THE PRODUCTS, GOVCOMM IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF PRODUCTS OR SERVICES UNDER THIS AGREEMENT.
Binding Arbitration. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) AGAINST GovComm, its agents, employees, successors, assigns or affiliates (collectively for purposes of this paragraph, “GovComm”) arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), GovComm’s advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under its Code of Procedure then in effect (available via the Internet at http://www.arb-forum.com, or via telephone at 1-800-474-2371). The arbitration will be limited solely to the dispute or controversy between Customer and GovComm. Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. Information may be obtained and claims may be filed with the NAF at P.O. Box 50191, Minneapolis, MN 55405.
National Defense Authorization Act (the “Act”); GovComm utilizes contract manufacturers and significant component suppliers that comply with the Act as well as contract manufacturers and significant component suppliers that the US government identifies in the Act as prohibited companies for US federal and federally funded project participation. State and municipal governmental entities generally piggyback the Act, phase-in the Act’s provisions and may have specific exemptions where they determine the Act does not apply. It is the customer’s responsibility to confirm in advance with GovComm whether equipment purchased or contemplated for purchase complies with the Act. It is the sole responsibility of the procuring entity to determine whether their policies, rules and regulations permit the purchase of equipment prohibited by the Act.
Service and Support. GovComm will provide general technical support to Customer in the United States, in accordance with the then-current technical support policies in effect. Service offerings may vary from product to product. If Customer purchased optional services and support, GovComm and/or a third-party service provider will provide the optional service and support to Customer in the United States in accordance with the then-current terms and conditions in the optional service contract between GovComm and/or the third-party service provider and Customer. GovComm and/or the third-party service provider may, at their discretion, revise their general and optional service and support programs and the terms and conditions that govern them. The optional services and support programs and their terms and conditions in place at the time or purchase will apply to Customer’s purchase. GovComm has no obligation to provide service or support until GovComm has received full payment for the product or service/support contract for which service or support is requested.
Headings. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.
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