ADVANCED LOGIC INDUSTRIES INC. (“ALI”) TERMS AND CONDITIONS
Updated January 2018
Unless otherwise varied by mutual written agreement, the following terms and conditions shall govern any products or services purchased by Customer from ALI:
PAYMENT
Unless otherwise stated on the invoice, invoices shall be due and payable in full thirty (30) days after the date of the invoice. A finance charge of 1.5% per month (or the maximum allowed by law) will be assessed each month on any delinquent unpaid balance and will be billed monthly. Customer is obligated to pay any portion of an invoice not in dispute within the 30 day term, but does not have to pay any amount in dispute during the time that ALI is resolving the dispute. All disputed invoices must be reported by Customer to ALI in writing within 10 days of the date of the invoice. In addition to any purchase price specified herein, Customer shall pay the gross amount of any present or future sales, use, excise, value added or other similar tax applicable to the price or sale of any products, parts or services furnished by ALI hereunder or to Customer’s use or Customer shall furnish ALI with a tax-exemption certificate acceptable to the taxing authorities. A 3% service charge will be applied in addition to the total amount invoiced for all payments processed using a credit card.
ORDER CANCELLATION, RETURN POLICY
If Customer places a product order with ALI and then elects to cancel the order before the product is shipped, Customer shall pay any cancellation charges assessed against ALI by either the product manufacturer or distributor. Items purchased from ALI including, but not limited to, personal computers, other hardware, software and consumable items, may be returned within seven (7) days from the date of invoice for refund, exchange or replacement: (i) provided the items have not been damaged or opened; (ii) if such return is permitted by the product manufacturer or distributor who provided the product to ALI; and (iii) subject to and in accordance with the terms of the product manufacturer or distributor’s return policy. Customer must provide a copy of the invoice for proof of purchase and all items must be returned in their original shipping boxes and with the original packing material. Customer shall pay all “restocking fees” charged by the manufacturer or the distributor as well as all shipping and handling charges to return the Product to the manufacturer or distributor; ALI reserves the right to reduce the credit amount issued to the Customer for these and other expenses incurred by ALI for the product returns. “Special Orders” may not be returned. Except for products returned by Customer under the seven (7) day return policy set forth above, ALI reserves the right to refuse return of any item for any reason including, without limitation, when ALI determines that the item has been damaged or abused.
ALI REMEDIES
If Customer has failed to pay or perform any obligation (or has repudiated any obligation) when first due, ALI shall be entitled to suspend further shipments, deliveries and performance in addition to using any other remedies available to ALI. ALI retains a right of possession (without legal process) and security title interest in any product purchased from ALI and will retain such right and security interest until payment in cash for the products has been made in full. Customer agrees that ALI may and Customer shall do all acts necessary to perfect and maintain such right and security title in ALI. It is the intent of the parties that the products delivered hereunder shall remain personal property until all payments have been made in full. The Customer further agrees that, upon Customer’s failure to make payments when due, ALI may, without any demand, notice or process of law, take possession of the products. Repossession is herein provided for but shall not be considered a waiver of ALI’s right to bring an action to enforce payment of the purchase price nor shall any action by ALI to recover any balance due on the purchase price be considered a waiver of ALI’s right to repossess the products. To the extent allowed by law, Customer waives its homestead exemption and all other exemptions as to its obligations contained herein. Customer agrees to pay all costs and expenses, including reasonable attorney’s fees, incurred by ALI to enforce its remedies or collect amounts owed to ALI by Customer.
WARRANTY
Manufacturer’s warranties may apply to products supplied by ALI hereunder. ALI will, at Customer’s request and expense, make reasonable efforts to assist Customer in availing itself of any such warranties. ALI provides no separate warranties. ALI ASSUMES NO LIABILITY FOR CUSTOMER’S SELECTION OF PRODUCTS AND SOFTWARE APPLICATIONS, OR THE CAPACITY OR CONNECTIVITY OF SUCH PRODUCTS OR SOFTWARE APPLICATIONS, OR ANY FUTURE OBSOLESCENCE OF CUSTOMER’S PRODUCTS OR SOFTWARE APPLICATIONS OR THE FAILURE OF THE PRODUCT MANUFACTURER OR SOFTWARE PROVIDER TO SUPPORT SUCH PRODUCTS OR SOFTWARE APPLICATIONS AND, IN ANY AND ALL SUCH EVENTS, customer shall pay ALL OF the costS of UPGRADES OR replacement. ALL PRODUCTS AND SOFTWARE WHICH ARE CONNECTED TO THE INTERNET, TO A NETWORK, OR TO OTHER COMMUNICATIONS DEVICES OR SERVICES, ARE SUBJECT TO UNAUTHORIZED ACCESS, “HACKING,” AND OTHER DISRUPTION OR DAMAGE. NO MEASURES TO PREVENT SUCH DAMAGES ARE “FOOLPROOF.” THEREFORE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALI DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO SERVICES, PRODUCTS AND SOFTWARE PROVIDED AND RELATED TO INTERNET AND/OR COMPUTER SECURITY.
THE WARRANTIES AND REMEDIES SET FORTH IN THIS ARTICLE ARE EXCLUSIVE AND NO OTHER WARRANTY OR REMEDY OF ANY KIND, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS, OR IMPLIED, INCLUDING THE WARRANTIES OF PERFORMANCE, DESIGN, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTIBILITY, QUIET ENJOYMENT, NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, SHALL APPLY, ALL OF WHICH ARE WAIVED IN FULL BY CUSTOMER.
DELIVERY, TITLE AND RISK OF LOSS
Shipping dates are approximate. Product delivery will be made to Customer F.O.B. ALI’s or product distributor’s facility. Risk of loss or damage passes to Customer upon delivery to the carrier. Shipping and handling charges will be paid by or billed to Customer. For replacement equipment on loan or rental equipment provided by ALI to the Customer, title shall remain with ALI at all times; risk of loss or damage shall be the complete responsibility of the Customer during the period of the loan or rental. Products purchased by Customer and held by ALI at its facility shall be held at Customer’s risk and expense.
PC NETWORK INSTALLATION PROVIDED BY ALI
Customer shall comply with all laws, rules and regulations including, without limitation, building codes as they relate to the network cable installation and use. Customer shall be responsible for all losses, damages, liabilities, claims, fines or penalties resulting from any failure to comply.
LIMITATION OF LIABILITY
The total liability of ALI, its suppliers and sub-contractors, on any and all claims, whether in contract, warranty, tort (including negligence) strict liability, equity or otherwise shall not exceed the purchase price paid by Customer to ALI and allocable to the product or service that gives rise to Customer’s claim. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, EQUITY OR OTHERWISE, SHALL ALI, ITS SUPPLIERS AND SUB-CONTRACTORS, BE LIABLE FOR LOSS OF ANTICIPATED PROFITS, LOSS BY REASON OF FACILITY SHUTDOWN, INABILITY TO OPERATE OR INCREASED EXPENSE OF OPERATION, SERVICE INTERRUPTIONS, CLAIMS OF CUSTOMER’S CUSTOMERS OR CONTRACTORS, GOVERNMENTAL FINES OR PENALTIES AGAINST THE CUSTOMER, LOSS OF CAPITAL OR REVENUE, COST OF MONEY, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY NATURE ARISING AT ANY TIME FROM ANY CAUSE WHATSOEVER. The provisions of this Article shall apply notwithstanding any other provision of this Contract or any other agreement and shall survive the termination or expiration of this Contract. If Customer transfers the products to a third party, Customer shall obtain an agreement from such third party affording ALI and its suppliers and subcontractors the protections set forth in this Article.
DELAY IN PERFORMANCE
ALI, its suppliers and sub-contractors shall be excused if delayed or prevented from performance by strikes, transportation delays, weather or other acts of God, equipment breakdowns, acts of civil or military authority, war or any other causes beyond the reasonable control of ALI, its suppliers or subcontractors. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of the delay.
GOVERNING LAW, JURISDICTION
This contract shall be governed by the laws of the State of Virginia without regard to its conflicts of law principles. The sole and exclusive jurisdiction for any action arising out of or related to this Agreement shall be in the state or federal courts located in Roanoke, Virginia.
WAIVER OF TRIAL BY JURY
The parties each agree that any court proceedings commenced by or against either party shall be resolved by a court without a jury, and each party waives its right to a jury as to any dispute or claims arising under or relating to this agreement, whether for breach or enforcement of contract, tort or otherwise.
ENTIRE UNDERSTANDING
Acceptance of any part of the products and/or services by the Customer shall constitute the Customer’s agreement to comply with these Terms and Conditions. These Terms and Conditions constitute the entire understanding between the Customer and ALI concerning the subject hereof and expressly supercede and replace any oral or written, past or present communication, proposal, understanding or agreement. Any representation, promise, understanding, proposal, agreement, warranty, course of dealing or trade usage not expressly contained or referenced herein shall not be binding on ALI. This Contract may be supplemented by additional terms and conditions as mutually agreed upon in writing. This Contract is only for the benefit of Customer and ALI and shall not be assigned and any products delivered hereunder (and not paid for in full) shall not be transferred except by mutual written agreement. Customer shall indemnify and hold harmless ALI from any loss or damage resulting from any assignment or transfer in violation of this Article. The invalidity, in whole or in part, of any Article or paragraph hereof shall not affect the validity of the remainder of such Article or paragraph or the rest of the Terms and Conditions.
ALI is an equal opportunity/affirmative action employer. It is our policy not to discriminate against qualified applicants and employees on the basis of race, color, religion, sex, national origin, disability, or status as a Vietnam era or special disabled veteran. Further, ALI engages in affirmative action efforts, where appropriate, to employ, train and promote qualified minorities, women, the disabled, and Vietnam era and special disabled veterans.
The customer agrees, in connection with the perfomance of any work under this order, not to discriminate against any employee or applicant for employment because of race, sex, religion, color, national origin, disability or status as a disabled veteran or veteran of the Vietnam era.
