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Additional information for deliveries outside
the U.S. may be found in the adjacent column.
1. PRODUCTS AND SERVICES
These terms and conditions govern the sale of
all products ("Products") and/or services and
service deliverables (collectively referred to
as "Services") by IT GlobalSecure, Inc.
("Seller" or "ITGS") and apply notwithstanding any
conflicting, contrary or additional terms and
conditions in any purchase order or other
document or communication ("Purchase Order")
from buyer. These terms and conditions may only
be waived or modified in a written agreement
signed by an authorized representative of
Seller. Neither Seller's acknowledgment of a
Purchase Order nor Seller's failure to object to
conflicting, contrary or additional terms and
conditions in a Purchase Order shall be deemed
an acceptance of such terms and conditions or a
waiver of the provisions hereof.
The product groupings shown on our web sites
for the viewer's convenience. It is the
responsibility of the buyer to assess their
requirements, and select products with
satisfactory performance and functional
specifications. IT GlobalSecure's pre-sales
support is advisory only and should in no way be
misconstrued as a complete engineering analysis.
The responsibility for product selection resides
solely with the buyer. We encourage buyers to
read manufacturer specifications and to utilize
manufacturer demos and downloads, when
available. ITGS engineering consultancy support
may be acquired for additional cost.
2. PROPOSALS OR QUOTATIONS TO GOVERN
Seller agrees to provide the Products or
Services as described in its proposal or
quotation. Where such Products or Services are
sold at the Online Store (store.yahoo.com/shop-itarmor/
and its subpages), the proposal is as shown at
the Online Store item page, shopping cart
(viewed before checkout), and order pages
(viewed at checkout, to include the secure
billing and shipping pages).
Prices shall apply for the period specified
in the proposal or quotation. If no period is
specified, the prices shall apply for thirty
(30) days, excluding those prices shown online.
Online pricing is only valid at the time shown
Should any online purchaser wish to receive the
item at this price, the item(s) must be placed
into the shopping caught, and procured with a
valid non-denied credit card. All orders are
subject to acceptance by Seller. Upon
acceptance, no order may be cancelled or
rescheduled without Seller's consent, which
consent may be given by Seller in its sole
discretion. For Services, Seller may condition
acceptance upon Buyer's prior execution of a
non-disclosure agreement relating to Seller's
confidential information.
3. PAYMENT
Buyer shall pay IT GlobalSecure the price(s)
stated in the proposal or quotation, or in the
case of online sales, as shown on the Online
Store. Shipping and transportation charges, and
applicable taxes, if any, are additional unless
otherwise specified in the proposal or
quotation.
Authentication of the buyer will be requested
prior to completing the sale. Authentication
includes procedures necessary to validate the
identity of the buyer, including credit card
address verification, calling the buyer,
affirming corporate association via e-mail
domains or web site listings, third-party public
sources of data, and other such methods as
deemed appropriate by the Seller. Some sales may
be denied if identity is considered fictitious
or if free e-mail accounts are used for
procurement.
Online store payments must be provided at
time of purchase via a credit card or by request
for wire transfer. No checks are accepted for
online order placement. If you wish to pay by
check, please use the PRINTABLE ORDER FORM
listed listed on the Online Store, if available. In either
case, credit card or wire transfer, items will
not be delivered until the credit card has been
processed, or wire payment received,
respectively.
If credit is granted for invoice payments
against a 30-day quotation, payment terms are
net thirty (30) days from date of invoice,
subject to approval of Buyer's credit. A service
charge of two (2%) per month (24% per annum) or
the maximum rate allowed by law, whichever is
less, will be made on past due accounts. If
Buyer fails to pay any invoice when due, or if
Seller believes in good faith that Buyer's
ability to make payments may be impaired, Seller
may suspend delivery of any order or remaining
installment thereof until such payment is made,
or may cancel the remaining installments
thereof, and Buyer shall remain liable to pay
for any Products or Services already shipped or
delivered. Buyer agrees to submit such financial
information from time to time as may be
reasonably requested by Seller for the
establishment and/or continuation of credit
terms. Buyer agrees to pay any and all legal
fees associated with payment collection.
4. DELIVERY AND TITLE
All shipments of Products by Seller are
F.O.B. point of origin and all transportation
charges shall be paid by Buyer in addition to
the price of the Products. Insurance, if
desired, shall be responsibility of Buyer.
Seller may, at seller's discretion, add
insurance to the delivery method and include its
costs in shipping costs. Subject to Seller's
right of stoppage in transit, delivery of the
Products to the carrier shall constitute
delivery to Buyer and title and risk of loss
shall thereupon pass to Buyer. Selection of the
carrier and delivery route shall be made by
Seller unless specified by Buyer. Seller shall
use reasonable efforts to initiate shipment and
schedule delivery as close as possible to
Buyer's requested delivery dates. Buyer
acknowledges that delivery dates provided by
Seller are estimates only and that Seller is not
liable for failure to deliver on such dates.
Seller reserves the right to make deliveries in
installments. Delivery of a quantity that varies
from the quantity specified shall not relieve
Buyer of the obligation to accept delivery and
pay for the Products delivered. Delay in
delivery of one installment shall not entitle
Buyer to cancel other installments.
SecurePlay products may be shipped
electronically. If so, a copy of the license
will also be sent physically to the billing
address.
5. ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS
Inspection and acceptance of Products shall
be Buyer's responsibility. Buyer is deemed to
have accepted the Products unless written notice
of rejection is received by Seller within ten
(10) days after delivery of the Products. Buyer
waives any right to revoke acceptance
thereafter. Buyer shall report any discrepancy
in shipment quantity or damage within ten (10)
days after delivery.
Returns on not accepted on source code
products. We urge the buyer to fully review the
source code documentation at
http://www.secureplay.com/product-docs/documentation.htm
before procuring the software.
No return of Products shall be accepted by
Seller without a Return Material Authorization
("RMA") Number, which may be issued by Seller in
its sole discretion. Returned Products must be
in original manufacturer's shipping cartons
complete with all packing materials. All
Products for return shall be returned freight
prepaid in the manner specified in the RMA. If
returned Products are claimed to be defective, a
complete description of the nature of the defect
must be included with the returned Products.
Products not eligible for return shall be
returned to Buyer, freight collect. A 15%
restocking fee (plus any manufacturer fees) are
associated with all Returns, though this may be
reduced at IT GlobalSecure's discretion, in
order to recover credit card merchant fees,
banking fees, service fees, manufacturer
penalties, postage, cost of correspondence, or
handling costs (i.e., labor, telephone, fax, et
al.) of the return by IT GlobalSecure.
6. FORCE MAJEURE
Seller shall not be liable for failure to
fulfill its obligations herein or for delays in
delivery due to causes beyond its reasonable
control, including but not limited to acts of
God, natural disasters, acts or omissions of
other parties, acts or omissions of civil or
military authority, Government priorities,
changes in law, material shortages, fire,
strikes, floods, epidemics, quarantine
restrictions, riots, war, acts of terrorism,
delays in transportation or inability to obtain
labor or materials through its regular sources.
Seller's time for performance of any such
obligation shall be extended for the time period
of such delay or Seller may, at its option,
cancel any order or remaining part thereof
without liability by giving notice of such
cancellation to Buyer.
7. SELLER'S LIMITED WARRANTY FOR PRODUCTS
Seller warrants to Buyer that upon delivery
to Buyer the Products purchased hereunder shall
conform to the applicable manufacturer's
specifications for such Products and that any
value-added work performed by Seller on such
Products shall conform to applicable Buyer's
specifications relating to such work. Seller
makes no other warranty, express or implied,
with respect to the Products. IN PARTICULAR,
SELLER MAKES NO WARRANTY RESPECTING THE
MERCHANTABILITY OF THE PRODUCTS OR THEIR
SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR USE OR RESPECTING INFRINGEMENT. With
respect to Products which do not meet applicable
manufacturer's specifications and with respect
to value-added work by Seller which does not
meet applicable Buyer's specifications, Seller's
liability is limited, at Seller's election, to
(1) refund of Buyer's purchase price for such
Products (without interest), (2) repair of such
Products, or (3) replacement of such Products;
provided, however, that such Products must be
returned to Seller, along with acceptable
evidence of purchase, within thirty (30) days
from date of delivery, transportation charges
prepaid. Seller shall transfer to Buyer whatever
transferable warranties and indemnities Seller
receives from the manufacturer of the Products,
including any transferable warranties and
indemnities respecting patent infringement.
8. SELLER'S LIMITED WARRANTY FOR SERVICES
Seller warrants to Buyer that (a) Services
will be performed by qualified personnel in a
professional, workmanlike manner, consistent
with the prevailing standards of the industry;
and (b) it will use commercially reasonable
efforts to perform the services in a timely
fashion responsive to Client's reasonable
requests. Seller makes no other warranty,
express or implied, with respect to Services. IN
PARTICULAR, SELLER MAKES NO WARRANTY RESPECTING
THE SUITABILITY OR FITNESS OF SERVICES FOR ANY
PARTICULAR PURPOSE OR USE OR RESPECTING
INFRINGEMENT. In the event of a breach of this
warranty, Buyer's sole and exclusive remedy and
Seller's sole liability shall be to use its
commercially reasonable efforts to correct the
error or condition causing breach of this
warranty, without additional charge to Client.
9. LIMITATION OF LIABILITIES
BUYER SHALL NOT IN ANY EVENT BE ENTITLED TO,
AND SELLER SHALL NOT BE LIABLE FOR INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF
ANY NATURE INCLUDING, WITHOUT LIMITATION,
BUSINESS INTERRUPTION COSTS, REMOVAL AND/OR
REINSTALLATION COSTS, RE-PROCUREMENT COSTS, LOSS
OF PROFIT OR REVENUE, LOSS OF DATA, PROMOTIONAL
OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO
REPUTATION OR LOSS OF CUSTOMERS, EVEN IF SELLER
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. Buyer's recovery from seller for any
claim shall not exceed buyer's purchase price
for the product or $5000, whichever is less,
giving rise to such claim irrespective of the
nature of the claim, whether in contract, tort,
warranty, or otherwise. Seller shall not be
liable for and buyer shall indemnify, defend and
hold seller harmless from any claims based on
seller's compliance with buyer's designs,
specifications or instructions, or modification
of any products by parties other than seller, or
use in combination with other products.
Buyer assumes all responsibility for product
and service selection. Buyer affirms that the
performance of the product is affected by many
factors unique to their environment, over which
IT Globalsecure has no insight or control, such
as bandwidth, connectivity methods, protocols in
use, running applications, and so forth. IT
Globalsecure is not an insurer; the buyer
("you") will obtain from an insurer any
insurance he/she desire(s). The amount you pay
us is based upon the products values or for any
services we perform. The limited liability we
assume under these sales terms is unrelated to
the value of your property or property of others
located in your premises. In the event of loss
or injury, you agree to look exclusively to your
insurer to recover damages. You waive all
subrogation and other rights of recovery against
us that any insurer or other person may have as
a result of paying any claim for loss or injury
to any other person. You agree that we and our
agents, employees, subsidiaries, affiliates and
parent companies are exempt from liability for
any loss, damage, injury or other consequence
arising directly or indirectly from the services
we perform or the systems we provide under this
contract.
10. EXPORT CONTROLS
The sale, resale or other disposition of
Products and any related technology or
documentation are subject to the export control
laws, regulations and orders of the United
States and may be subject to the export and/or
import control laws and regulations of other
countries. Buyer agrees to comply with all such
laws, regulations and orders and acknowledges
that it shall not directly or indirectly export
any Products to any country to which such export
or transmission is restricted or prohibited.
Buyer acknowledges its responsibility to obtain
any license to export, re-export or import as
may be required.
Learn more here
11. RIGHTS IN SOFTWARE
If an order includes software or other
intellectual property, such software or other
intellectual property is provided by Seller to
Buyer subject to the copyright and user license,
the terms and conditions of which are set forth
in the license agreement accompanying such
software or other intellectual property. Nothing
herein shall be construed to grant any rights or
license to use any software or other
intellectual property in any manner or for any
purpose not expressly permitted by such license
agreement.
Buyers of SecurePlay™ software should
carefully review all license documentation
presented to them at the Online Store during
purchase, and within their download, CD (or
other SecurePlay™ media), thereafter.
12. OWNERSHIP OF WORK PRODUCT
For purposes of this Agreement, "Work
Product" includes, without limitation, all
designs, discoveries, creations, works, devices,
models, Service deliverables, inventions,
computer programs, procedures, improvements,
developments, drawings, notes, documents,
information, and materials made, conceived, or
developed by Seller alone or with others which
result from or relate to the Services performed
hereunder. Unless otherwise agreed to in writing
by Seller's authorized representative, all
proprietary rights, including but not limited to
copyright, pertaining to the Work Product shall
be owned by Seller. To the extent qualifying for
copyright, all Work Product shall be deemed to
have been prepared for Seller, and shall not be
considered a "work made for hire" within the
meaning of the copyright laws of the United
States. Buyer agrees, at Seller's request and at
no expense to Buyer, to take such steps,
including but not limited to executing any and
all papers and instruments, that Seller
considers reasonably necessary to effectuate the
intent and purpose of this paragraph.
13. GOVERNING LAW; REMEDIES; FORUM SELECTION
This Agreement shall be construed in
accordance with, and disputes shall be governed
by, the laws of the District of Columbia,
excluding any law or principle which would apply
the law of any other jurisdiction. Buyer agrees
that the courts of the District of Columbia,
including the federal courts located in the
District of Columbia, shall have exclusive
jurisdiction over any disputes arising under or
relating to this Agreement or its alleged
breach, and Seller irrevocably consents to the
jurisdiction of those courts. If Buyer fails to
make payment when due, Seller may pursue any
legal or equitable remedies, in which event
Seller shall be entitled to reimbursement of its
costs of collection, including reasonable
attorneys' fees.
14. GENERAL
This Agreement is the complete and exclusive
statement of the terms of the Agreement between
the parties and supersedes any and all other
prior and contemporaneous negotiations and
agreements, whether oral or written, between
them relating to its subject matter. This
Agreement may not be varied, modified, altered,
or amended except in writing, including a
purchase order or a change order issued by
Seller. Buyer's rights, duties, agreements or
obligations hereunder may not be assigned or
transferred without the prior written consent of
Seller; any attempted or purported assignment
shall be void. The obligations of Buyer shall be
binding on its successors and assigns. Seller's
waiver of any provision of the Agreement, or of
any breach or default, shall not be deemed a
waiver of any other provision, nor of any other
breach or default. Any provision of this
Agreement held unenforceable in any jurisdiction
shall not affect the remaining provisions of
this Agreement in that jurisdiction, nor the
validity or enforceability of such provision in
any other jurisdiction.
15. TAXES
SELLER's prices are inclusive of all Federal,
state, municipal, or other government excise,
sales, use, occupational, gross receipts or like
taxes now in force or enacted in the future and,
therefore, are subject to an increase by the
amount of any such tax. If a certificate of
exemption or similar document is applicable to
this transaction which will exempt the sale from
sales, use, or a similar tax liability, BUYER
will obtain such certificate or document and
deliver the same to SELLER on or before the time
the purchase is initiated.
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