Terms & Conditions

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS 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 & Conditions that apply to sales from GovComm, Inc. (“GovComm”) to Customer (“CUSTOMER”) for orders of intelligent transportation system equipment, peripherals, services, and support. These Terms & Conditions are valid from the date signed on the last page of this Agreement through December 31, 2025. OTHER DOCUMENTS. Other than as specifically provided in any separate formal purchase agreement between GovComm and CUSTOMER, these Terms & Conditions may NOT be altered, supplemented, or amended using any other document(s), unless otherwise agreed to in a written agreement signed by both GovComm and CUSTOMER. BINDING ORDERS. 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. 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. WARRANTIES. THE LIMITED WARRANTIES APPLICABLE TO GOVCOMM INTELLIGENT TRANSPORTATION SYSTEM EQUIPMENT IS 1 YEAR OR AS OTHERWISE PROVIDED IN CONTRACT DOCUMENTS IN ADVANCE OF THE CUSTOMER’S PURCHASE ORDER.  THERE ARE NO WARRANTIES FOR SERVICES. GOVCOMM MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN GOVCOMM’S APPLICABLE WARRANTY STATEMENT. ANY SUCH WARRANTIES WILL BE EFFECTIVE, AND GOVCOMM WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTIES, AFTER GOVCOMM’S RECEIPT OF PAYMENT IN FULL FOR THE EQUIPMENT TO BE WARRANTED. EXCHANGES.  GovComm may, in its sole discretion, exchange equipment or portions of equipment systems. 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. GovComm may revise and discontinue products at any time without prior notice to CUSTOMER. 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 model numbers for GovComm branded hardware products are of the quality and quantity specified by GovComm and conform in all material respects with 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. GOVCOMM WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS, LIQUIDATING DAMAGES, 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 EQUIPMENT, GOVCOMM IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES TO CUSTOMER ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF SAID EQUIPMENT FOR ANY SPECIFIC PROJECT. BINDING ARBITRATION. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXICUSTOMERNG, 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. SERVICE AND SUPPORT. GovComm and/or a third-party contractor will provide technical support to CUSTOMER in accordance with GovComm’s current technical support policies in effect. Service and support offerings may vary from product to product. GovComm may, at its discretion, revise its service and support programs and the Terms & Conditions that govern them. The services and support programs and their Terms & Conditions in place at the time of purchase will apply to CUSTOMER’s purchase. GovComm has no obligation to provide service or support until GovComm has received full payment for the equipment purchased. COMPLIANCE WITH PRIME CONTRACT AND LAWS.  All applicable provisions of the general contract documents that were furnished by CUSTOMER to GovComm prior to GovComm’s Sales Quote as well as state or federal statutes, rules and regulations are deemed to be incorporated into GovComm’s Sales Quote by reference.  GovComm has no obligation or responsibility that CUSTOMER owes to any prime contractor or owner.  GovComm agrees to furnish all submittals, shop drawings, data, manuals, instruction, and warranties as required by the furnished contract documents. TAXES.  GovComm assumes its own liability for taxes and CUSTOMER assumes its own liability for taxes of every type.  Neither GovComm nor CUSTOMER are responsible for each other’s tax burdens. PRICE & PAYMENT TERMS.  GovComm prices are as indicated in its Sales Quote and matching CUSTOMER Purchase Order.  In no event shall there be additional charges, exclusive of interest, unless with the written consent of GovComm and the CUSTOMER. Invoices are due 30 days from issue.  In the event of nonpayment, a notice of nonpayment will be filed 60 days from the invoice issuance date to protect GovComm’s lien rights.  Interest shall accrue at the maximum rate allowable under Florida law. CANCELLATION.  CUSTOMER reserves the right to cancel its Purchase Order for non-specially fabricated goods within 30 days of issuance without penalty, upon written notice to GovComm.  CUSTOMER’s remain obligated to pay only for equipment that has been delivered as of the day of cancellation. If at the time of notice of cancellation GovComm has placed goods in the hands of a carrier for delivery to CUSTOMER or its consignee, CUSTOMER will be responsible only for the delivery charges. DELIVERY. Time is of the essence.  Equipment shall be delivered on or before the dates published by CUSTOMER and agreed to by GovComm.  Where equipment is delivered in installments, delivery must be timely as published by CUSTOMER and agreed to by GovComm. QUANTITIES. GovComm shall deliver the specific quantities provided in its Sales Quote and ordered in the corresponding CUSTOMER Purchase Order. The equipment and quantities may not be changed without GovComm and CUSTOMER’s written consent.  If CUSTOMER changes the quantities ordered, and GovComm agrees to furnish the changed quantities, such change shall not cause modification of the unit price of like equipment. REPRESENTATIONS AND WARRANTIES. GovComm represents and expressly warrants that the equipment delivered will be of merchantable quality and conform to project specifications and requirements as furnished to GovComm.  GovComm represents and expressly warrants title to the equipment and that the equipment covered by these Terms & Conditions do not infringe on any patents granted by the United States, or copyright, trademark, or trade secret protection. These representations and warranties shall not be deemed waived by acceptance of the goods and services or payment for them. INSPECTION, ACCEPTANCE AND REJECTION.  Equipment shall be received subject to the CUSTOMER’s right of inspection and rejection. Equipment which does not conform to contract specifications as furnished to GovComm, defective equipment, and equipment which does not conform to GovComm’s representations and warranties may be rejected by CUSTOMER within 30 days of receipt by immediately notifying GovComm and by noting the exception(s). All sales are final after thirty (30) days from the date of the original invoice.