Addendum B – Terms & Conditions
The following terms and conditions govern the sale by Precision Computer Services, Inc. (PCS) of all goods and services, including the goods and/or services presented in this document. Buyer’s order for the goods and/or services shown presented in this document is accepted, but acceptance is expressly conditioned on the acceptance by the Buyer of the terms and conditions stated herein. By accepting, or using, the goods and/or services shown in this document, or by paying, the Invoice applicable to this document, Buyer agrees to be bound by these terms and conditions. PCS shall not be bound by, and rejects, any terms stated on any Buyer’s order which attempt to impose any condition at variance with the terms and conditions stated herein. Any failure of PCS to object to such terms shall not be deemed an acceptance thereof.
DELIVERY OF GOODS:
Delivery of goods shall be made in accordance with PCS’s shipping practices in effect on the date of shipment. Title, and risk of loss, pass to Buyer upon receipt of goods at time and place of delivery. Buyer shall inspect the goods on delivery, and shall promptly, and in any event within five (5) business days of delivery, give PCS written notice of any shortages or discrepancies in any delivery; stating in said notice the specific shortage or discrepancy alleged.
PRICE, PAYMENT AND INTEREST:
The price of the goods, and/or services sold, and of any tax due or other charges thereon, are shown on the face of the Invoice applicable to this Work Order. Buyer agrees to pay said Invoice on or before its due date; and further agrees to pay interest at the rate of one and one-half percent (1.5%) per month (18% APR), or any part of a month, on the balance due, but not paid, by said due date (or the maximum rate of interest allowed to be contracted for by law, whichever is less).
FEES AND COSTS FOR ENFORCING COLLECTION OF OVERDUE INVOICES:
IF PCS IS REQUIRED TO BRING A LEGAL PROCEEDING TO ENFORCE PAYMENT OF THE INVOICE, APPLICABLE TO THIS WORK ORDER, BUYER CONSENTS TO THE EXERCISE OF JURISDICTION OVER IT/HER/HIM BY ANY STATE OR FEDERAL COURT LOCATED IN CONNECTICUT, AND FURTHER AGREES TO PAY, IN ADDITION TO THE AMOUNT OWED, A COLLECTION FEE WHICH IS HEREBY FIXED AT THIRTY PERCENT (30%) OF THE AMOUNT FOR WHICH SUCH PROCEEDING IS BROUGHT. IT IS AGREED THAT IF BUYER IS LOCATED OUTSIDE OF THE STATE OF CONNECTICUT, PROCESS MAY BE SERVED PURSUANT TO THE STATUTES OF CONNECTICUT AND THE RULES OF SAID COURTS. IF PCS IS REQUIRED TO ENFORCE COLLECTION OF SAID INVOICE BY PLACING THE SAME WITH A COLLECTION AGENCY, THEN BUYER AGREES TO PAY, IN ADDITION TO THE AMOUNT OWED, THE REASONABLE COSTS AND FEES OF SUCH AGENCY, BUT NOT MORE THAN THIRTY PERCENT (30%) OF THE AMOUNT DUE.
RETURN OF NON-DEFECTIVE, CONFORMING GOODS:
Return of non-defective, conforming goods, if accepted by PCS, shall be subject to a twenty-five percent (25%) restocking fee.
LIMITATION OF LIABILITY:
ANY LIABILITY OF PCS ARISING BY REASON OF THIS SALE OR AGREEMENT IS LIMITED TO REPLACING (UPON RETURN OF THE ORIGINAL GOODS), OR REPAIRING, AT ITS OPTION, ANY NON-CONFORMING OR DEFECTIVE GOODS, AND CORRECTING ANY INCORRECT SERVICE. PCS SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES WHATSOEVER, FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, STATUTORY, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF, OR IN ANY WAY RELATED TO, THIS SALE, OR THIS AGREEMENT, INCLUDING, BUT IN NO WAY LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, OR LOST DATA, OR FOR ANY DAMAGES FOR WHICH BUYER SHALL BE, OR SHALL BECOME, LIABLE TO THIRD PARTIES. THIS LIMITATION OF
LIABILITY SHALL APPLY IRRESPECTIVE OF THE PRINCIPLE OF LAW ON WHICH ANY CLAIM BY BUYER IS BASED, INCLUDING PRINCIPLES OF CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY, INDEMNITY, CONTRIBUTION, OR OTHER.
PCS shall not be liable for any damages for any failure to supply the goods and/or services shown on the face of this Work Order if that failure results directly, or indirectly, from, or is contributed to by, acts of God, acts of Buyer, acts of civil or military authorities, strikes or other labor disputes, accidents, floods, war, riot, defaults of suppliers, or any other circumstance beyond the control of PCS.
FEE FOR BUYER, AND/OR AFFILIATED PARENT OR SUBSIDIARY COMPANY, EMPLOYING SELLER’S EMPLOYEE, CONSULTANT OR CONTRACTOR:
Buyer agrees that if this sale includes the sale of services by a Seller’s Employee, Consultant or Contractor, which, together with sales of services by that Employee, Consultant or Contractor made during the preceding twelve (12) months shall exceed the sum of One Thousand Dollars ($1,000.00), and, if at any time within one (1) year of the date of this Work Order, Buyer, and/or affiliated, parent or subsidiary company, either directly, or indirectly, employs, or contracts with such Employee, Consultant or Contractor for similar services, then Buyer shall pay to Seller an amount equal to seventy-five percent (75%) of the entire compensation agreed to be paid by the Buyer, and/or affiliated or subsidiary company to the Employee, Consultant or Contractor for his/her/its first year of employment.
SUBSIDIARIES AND AFFILIATES BOUND:
These terms and conditions shall bind the subsidiaries and affiliated companies of Seller and Buyer.
This Agreement is the final, and complete agreement of PCS and Buyer with respect to the matters treated herein, and supersedes all prior negotiations, understandings or agreements. This Agreement may not be changed or altered, except by a written agreement signed by both PCS and Buyer. However, should any relevant part of these Terms and Conditions of Sale conflict with the Terms of any relevant written contract between PCS and Buyer, the terms of the written contract shall prevail.
APPLICABLE LAW AND VENUE:
This sale and Agreement shall be governed by the laws of the State of Connecticut. Buyer agrees that all litigation arising from this sale or Agreement shall be brought in a State or Federal court located within Fairfield County, Connecticut. Buyer agrees to submit itself/herself/himself to the jurisdiction of such a court in any such litigation brought by PCS, and further agrees to bring any such litigation in such a court.
SEVERABILITY OF TERMS AND CONDITIONS:
In the event that any term or condition hereof, or any part thereof, shall be held invalid or unenforceable by a court of competent jurisdiction, then the remainder of that term or condition, and all other terms and conditions, shall remain in full force.