Definitions. “ihaveIT” shall mean ihaveIT LLC, the seller on this Sales Quote (“Quote”). “Customer” shall mean the entity to which this Quote is addressed. “Equipment” shall mean the items listed on this Quote which Customer has contracted to purchase on these terms. All other capitalized terms are defined on the first page of the Quote.
Terms of Purchase, Non-cancelable. ihaveIT agrees to sell and Customer agrees to purchase and pay for the Equipment at the price, in the quantity and in accordance with the terms set forth herein. Any terms or conditions proposed by Customer that are inconsistent with the terms and conditions set forth herein, including any terms proposed in any purchase order issued by Customer, are rejected and of no effect. This Quote shall not constitute an acceptance by ihaveIT of any terms or conditions proposed by Customer in its purchase order, even if this Quote or any subsequent invoice from ihaveIT references Customer’s purchase order by number or otherwise. Customer accepts these terms by signing the Sales Quote or placing its purchase order in response to the Sales Quote. Orders are non-cancelable.
Payment. Customer shall pay the Grand Total, less any deposit previously paid, in the amount and within the time set forth on the Quote. Customer shall also pay applicable sales and use tax and freight charges if not included in the Grand Total. Payment shall be made in U.S. Dollars to ihaveIT’s address set forth on the Quote. Late payments will accrue interest from the due date until paid at 1.5% per month up to the maximum rate allowed.
Acceptance, Rejection and Revocation. Customer shall be deemed to have accepted all Equipment supplied pursuant to this Quote unless notice of a proper rejection is given to ihaveIT in writing within thirty (30) days of initial delivery of the Equipment to Customer or its designated agent (the “Warranty Period”). A rejection is proper only if ihaveIT delivers Equipment that fails to conform in any material respect to the limited warranties set forth herein. Customer’s sole and exclusive remedy for any Equipment properly rejected shall be as provided in the “Limited Remedy” section below.
Delivery. All shipments shall be F.O.B. ihaveIT’ facility and Customer shall bear all risk of loss for the Equipment from that time forward. Unless otherwise agreed in writing, Customer shall be responsible for all unpacking, placement, setup and installation of the Equipment.
Title. Title to all Equipment sold by ihaveIT hereunder shall be good and marketable and free from any security interest, lien or other encumbrance.
Limited Warranty. All Equipment sold hereunder shall under normal use and service during the Warranty Period (a) be in working order (b) conform in all material respects to the Equipment specifications contained herein and (c) be eligible for manufacturer's or third party’s maintenance coverage; provided however, ihaveIT makes no warranty with respect to Equipment if: (i) modifications or attachments have been made to the Equipment or (ii) its failure is caused by accident, improper use, storage or handling, damage during shipment, abuse or acts of God.
Limited Remedy. If any covered Equipment fails to satisfy the foregoing warranties in any material respect, Customer shall notify ihaveIT within the Warranty Period and return the non-conforming Equipment, freight prepaid. Customer’s exclusive remedy for any such nonconforming Equipment is for ihaveIT, at its option and expense and within a reasonable time, to repair or replace the Equipment or, if ihaveIT is unable to so repair or replace the item, to refund the sales price paid for such nonconforming Equipment. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE FOREGOING IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE WARRANTIES HEREIN BY ihaveIT WITH RESPECT TO THE EQUIPMENT. Any repair or replacement equipment provided will be subject to the same limited warranties above. If Customer receives replacement equipment and fails to return the defective item within 30 days of receipt of the replacement, Customer shall be obligated to pay ihaveIT all amounts due for the defective item and ihaveITs’ list price for the replacement item. If Customer returns to ihaveIT any Equipment for which there was no right of return hereunder, ihaveIT may, at its option, without affecting a waiver, accept the return and charge Customer a restocking fee equal to 20% of the purchase price for such item or re-ship the item to Customer at Customer’s expense and recover the full amount due hereunder for such item.
Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS QUOTE, IHAVEIT MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR OF NONINFRINGEMENT.
Limitation of Liability. ANYTHING TO THE CONTRARY IN THIS AGREEMENT NOTWITHSTANDING, (I) IN NO EVENT SHALL ihaveIT BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE LOSSES OR DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS QUOTE, THE EQUIPMENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF ihaveIT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND (II) IHAVEIT’ MAXIMUM AGGREGATE LIABILITY TO CUSTOMER OR ANY OTHER PERSON HEREUNDER SHALL IN NO EVENT EXCEED THE SALES PRICE FOR THE EQUIPMENT.
Software. ihaveIT is an authorized reseller of certain software products and, as so authorized, will distribute such products when ordered by Customer in accordance with the licensor’s standard license terms. ihaveIT distributes such products “AS-IS.” If the licensor gives a warranty for the product, ihaveIT will pass such warranty through to Customer when and as permitted by the licensor. For all other software, ihaveIT does not provide any application or operating system software or right-to-use licenses with the Equipment it resells. Certain licensors will permit the transfer of operating system software embedded on equipment when the equipment is resold. In such cases, transfer fees and other restrictions will apply. Transfer, licensing and registration policies for OS and other software products vary by licensor and manufacturer. Customer is responsible for complying with all such policies, for confirming that any copies of the software are authorized by the licensor of the software and paying for all fees required by the licensor of the software to transfer, use, distribute and / or copy the software.
Security Agreement. Customer hereby grants to ihaveIT a first-in-priority security interest in the Equipment and its proceeds, including accounts receivable (collectively, the “Collateral”) to secure payment of all amounts due to ihaveIT hereunder. If Customer fails to pay any amount when due, ihaveIT shall have the right to repossess and remove all or any part of the Collateral without prejudice to any other remedy of ihaveIT, at law or in equity. Customer agrees to take any act and execute and deliver any document reasonably requested by ihaveIT to transfer, create, perfect, preserve, protect and enforce the security interest. Customer authorizes ihaveIT to file any financing or continuation statement or any amendments thereto with respect to any Collateral in accordance with the Uniform Commercial Code of any applicable jurisdiction.
Survival. All warranty disclaimers, limitations on liability and limitations on warranties shall survive termination or cancellation of this Agreement.
Entire Agreement, Severability, Waiver. This Quote constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. This Quote may not be amended, waived, modified or supplemented except by a written agreement executed by both parties. The terms of this Quote are severable. In the event any term of this Quote is declared illegal, invalid, unenforceable or void, the remaining provisions will remain in full force and effect. No failure or delay to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any further or other exercise of the same or any other right or remedy, nor shall any waiver of any right or remedy with respect to any circumstances be construed as a waiver thereof with respect to any other circumstances. Customer may not assign this Quote without ihaveITs’ written consent.