Master Purchase Agreement & Conditions
Terms and Conditions of Sale
Our quote and your subsequent purchase of hardware, software and licenses (“Products”) and services (together, the “Deliverables”) are solely based upon the terms and conditions contained below, and on no other terms unless mutually agreed under a separate written agreement. Integration Partners Corporation (“Seller”), and you (hereinafter the “Buyer”) do hereby agree as follows:
1 – APPLICABILITY – Buyer may place orders (“Order(s)”) with Seller for Seller Deliverables and all such Orders will be governed solely by the terms and conditions contained in these Terms and Conditions of Sale. Any oral understandings are expressly excluded. Seller shall not be deemed to have waived the terms and conditions contained herein if it fails to object to provisions appearing on, incorporated by reference in, or attached to any Buyer order form, and those provisions are hereby expressly rejected. No contrary or additional terms or conditions contained in any Buyer order form shall apply unless agreed to in writing and signed by an authorized representative of Seller as an amendment to these Terms and Conditions of Sale. Buyer expressly waives the signing by Seller of Buyer’s order document as an amendment to these Terms and Conditions of Sale. Additionally, Seller reserves the right to reject any Order submitted to it by Buyer. Buyer signing a quote or Statement of Work from Seller will be considered an Order.
2 – ORDER CANCELLATION – Due to recent changes to the cancellation policies of our manufacturing partners, all OEM product or service orders are not cancelable until further notice.
3 – DELIVERY – Delivery shall be made within the time specified on Buyer’s Order or in accordance with Seller’s quoted lead time and monthly delivery rate, whichever is later. If transportation charges are prepaid, Buyer shall reimburse Seller upon receipt of an invoice for such charges. Seller shall have the right to make early, accelerated and/or partial shipments in advance of the contractual delivery schedule, in its sole and absolute discretion, and Buyer agrees to pay for such shipments when invoiced.
4 – INSPECTION – Buyer shall inspect and accept, or reject Deliverables delivered pursuant to the Order immediately after Buyer takes custody of such Deliverables. In the event the Deliverables do not comply with the applicable Buyer’s Order, Buyer shall notify Seller of such nonconformance and give Seller a reasonable opportunity to correct any such nonconformance. Buyer shall be deemed to have accepted any Deliverables delivered hereunder and to have waived any such nonconformance in the event Seller does not receive notification that the Deliverables delivered hereunder do not comply with Seller’s specifications, within fifteen (15) days after Buyer takes custody of such Deliverables. For the purposes of this Section 4, “Buyer” will include personnel at the location where Buyer has requested Deliverables be shipped.
5 – CHANGES – Seller at all times reserves the right, and is entitled in its sole discretion, to make changes, additions or improvements to the Deliverables being delivered under an Order without liability or any obligation to incorporate such changes, additions or improvements into any item or product manufactured, sold or delivered prior to incorporation of the change, addition or improvement.
6 – PRICES AND PAYMENTS – Prices and payments will be in United States dollars. Invoice terms are net 30 days from date of shipment. All Products, technical support, freight charges and applicable sales tax will be invoiced upon registration and shipment to customer. Product held at Seller’s location due to lab staging services or customer delay will be invoiced upon shipment to Seller. Any labor for services to be performed will be invoiced at fifty percent (50%), nonrefundable, upon Order receipt, with the remainder to be invoiced upon project completion. Prices quoted are believed to be accurate; however, Seller reserves the right to correct any inadvertent errors in these prices prior to acceptance of the Order. Seller reserves the right to modify or withdraw credit terms at any time without notice and to require guarantees, security or payment in advance of the amount of credit involved. In the event payments are not made in a timely manner, Seller may, in addition to all other remedies provided at law, either: (a) declare Buyer’s performance in breach and terminate these Terms and Conditions of Sale for default; (b) repossess the goods for which payment has not been made; (c) withhold future shipments under these Terms and Conditions of Sale until delinquent payments are made; (d) deliver future shipments under these Terms and Conditions of Sale on a cash with Order or cash in advance basis even after the delinquency is cured; (e) charge interest on the delinquency at a rate of 1-1/2% per month or the maximum rate permitted by law, if lower, for each month or part thereof of delinquency in payment plus applicable storage charges, or inventory carrying charges; or (f) recover all costs of collection including reasonable attorney’s fees; (g) file liens to protect Seller’s interest in the Product and (h) at Seller’s option combine any of the above rights and remedies as provided by law.
7 – SETOFF – All amounts that Buyer owes Seller under an Order shall be due and payable according to the terms of these Terms and Conditions of Sale. Buyer is prohibited from and shall not set off such amounts or any portion thereof, whether or not liquidated, against sums which Buyer asserts are due it.
8 – RISK OF LOSS, TITLE – Risk of loss or damage to Products shall pass to Buyer upon delivery to carrier. Seller shall have good title to Deliverables furnished pursuant to an Order and all Deliverables shall be free and clear of all liens and encumbrances and shall vest to Buyer upon full payment by Buyer of the total prices, charges and fees payable by Buyer for such Deliverables.
9 – WARRANTY – As used in this Section “Nonconformance” means a failure to comply with or failure to operate due to having defects in workmanship or material. Normal wear and tear and the need for regular overhaul and periodic maintenance shall not constitute a Nonconformance. Seller agrees to pass on to Buyer all manufacturer’s warranties. Buyer must notify Seller in writing of the Nonconformance of any Product within the warranty period and return the Product to Seller within thirty (30) days after such discovery. Prior to return of the Product to Seller, Buyer must obtain a Return Material Authorization (RMA) from Seller. Seller reserves the right to return to Buyer, at Buyer’s expense, any Product received without a valid RMA. In the event Seller is unable to confirm Buyer’s reported Nonconformance, Buyer agrees to pay Seller an Evaluation/No Defects Found Charge. Seller’s obligation and Buyer’s remedy under this warranty is limited to either repair or replacement, by Seller’s election, of any Product Nonconformance. Seller agrees to assume round trip transportation costs for a nonconforming Product in an amount not to exceed normal shipping charges to the nearest facility designated herein for warranty repair of Deliverables delivered under an Order. The risk of loss or damage to all Products in transit under this Section 9 shall be borne by the party initiating the transportation of such Products. Seller shall not be liable under this warranty if the Product has been exposed or subjected to (i) any maintenance, repair, installation, handling, transportation, storage, operation or use which is improper or otherwise not in compliance with Seller’s instruction; (ii) any alteration, modification or repair by anyone other than Seller or those specifically authorized by Seller; (iii) any accident, contamination, foreign object damage, abuse, neglect or negligence after delivery to Buyer; or (iv) any damage precipitated by failure of a Seller supplied Product not under warranty or by any Product not supplied by Seller.
THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE WHICH ARE HEREBY EXPRESSLY DISCLAIMED. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND. NO EXTENSION OF THIS WARRANTY SHALL BE BINDING UPON SELLER UNLESS SET FORTH IN WRITING AND SIGNED BY SELLER’S AUTHORIZED REPRESENTATIVE.
10 – RETURNS – Except for Special Orders, and provided that Buyer has given Seller written notification of a defect within 10 days of receipt of Product, Seller will refund the cost of or, at its discretion, repair or replace free of charge any of the Product found to its satisfaction to be defective, either due to faulty workmanship or prior use. Non-defective Product are returnable only upon written consent from Seller in its absolute discretion. Product purchased from Seller may be returned only at Seller’s discretion pursuant this paragraph, but in any event no later than 30 days from the invoice date, only if the following conditions are met: 1) Only one Return Material Authorization (RMA) request per invoice; 2) Product must not be obsolete or Special Order; 3) Non-defective Product must be accompanied by written authorization from Seller and be in resalable condition, meaning: new and unused, in original factory packaging, unopened with all external and internal factory seals intact, with all original parts and accessories (cables, software, documents, manuals, etc.); 4) Defective Product must be accompanied by a legitimate independent test report confirming the defect; and 5) Product must be received by Seller within 20 days after an RMA is issued, or they will be returned at Buyer’s expense. RMAs must be obtained from Seller before Buyer returns Product for any reason, or they will be returned to Buyer at Buyer’s expense, and Buyer will be assessed a 20% restocking charge. Product returned to Seller become the property of the Seller.
11 – EXCUSABLE DELAY – Seller shall be excused from delays in delivery and performance of other contractual obligations under these Terms and Conditions of Sale caused by acts or omissions that are beyond the reasonable control and without the fault or negligence of Seller including but not limited to Government embargoes, blockades, seizure or freeze of assets, delays or refusals to grant an export license or the suspension or revocation thereof, or any other acts of any Government, fires, floods, severe weather conditions, or any other acts of God, quarantines, labor strikes or lockouts, riots, strife, insurrection, civil disobedience, war, material shortages or delays in deliveries to Seller by third parties.
12 – APPLICABLE LAW – These Terms and Conditions of Sale shall be interpreted in accordance with the laws of the Commonwealth of Massachusetts, exclusive of any choice of law provisions. Any action or litigation concerning these Terms and Conditions of Sale must take place exclusively in the federal or state courts sitting in Massachusetts, and the parties expressly consent to the exclusive jurisdiction of and venue in such courts and waive all defenses of lack of jurisdiction and inconvenient forum with respect to such courts. Seller and Buyer expressly agree to exclude from these Terms and Conditions of Sale the United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto.
13 – EXPORT – Unless otherwise agreed, Buyer shall be responsible for compliance with the export control laws and regulations of the U.S. Government, and when required by such laws and regulations shall obtain validated export and re-export licenses required for goods, services and technical data delivered under these Terms and Conditions of Sale. Seller shall not be liable to Buyer for any failure to provide goods, services or technical data as a result of any following U.S. Government actions: (1) refusal to grant export or re-export license; (2) cancellation of export or re-export license; or (3) any subsequent interpretation of U.S. export laws and regulations, after the date of this order, that limits or has a material adverse effect on the cost of Seller’s performance on these Terms and Conditions of Sale.
14 – Emergency Services Acts (A) The Buyer acknowledges that (i) the Federal Communications Commission had adopted, and may adopt in the future, emergency calling regulations, including, without limitation, pursuant to Ray Baum’s Act of 2018 and Kari’s Law Act of 2017 and in connection with the National Suicide Prevention Lifeline (collectively, the “Federal Emergency Services Regulations”), and (ii) various state and local emergency calling regulations exist, or may exist in the future (the “State and Local Emergency Services Regulations” and, together with the Federal Emergency Services Regulations, the “Emergency Services Regulations”), that, in part, (x) govern the configuration of customer equipment and transmission of emergency calls in variety of different settings and (y) address the obligations of communication service providers, software providers, equipment installers, managers and operators of a variety of different types of communications systems (the “Emergency Services Requirements”). (b)The Buyer shall comply with all applicable laws (including, to the extent applicable, the Emergency Services Regulations and the rules and regulations thereunder) while accessing, receiving, and using the Deliverables. (C) The Seller shall be fully responsible for any of the Seller’s actions or inactions that result, directly and solely, in the Buyer’s failure to comply with the Emergency Services Requirements; provided, however, notwithstanding any provision to the contrary contained herein or in any other agreement between the Buyer and the Seller, the Buyer shall remain fully liable to the Seller, and shall fully indemnify the Seller, in respect of any failure by the Deliverables to comply with the Emergency Services Requirements where (i) the Buyer has not properly advised in writing the Seller with respect to the applicable Emergency Services Requirements, (ii) the Buyer has not engaged the Seller to provide compliance with the applicable Emergency Services Requirements, (iii) there has been a failure on the part of the Buyer to access, receive, and use the Deliverables in accordance with the Seller’s instructions, or (iv) there has been any deviation by the Buyer from the Seller’s written recommendations, modifications, or configuration changes concerning the Deliverables and their compliance with the Emergency Services Requirements.
15 – LIMITATION OF LIABILITY – Seller’s liability on any claim for loss or damage arising out of, connected with, or resulting from an Order, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair or use of any product covered by or furnished under an Order shall in no case exceed the price allocable to the Product or part thereof which gives rise to the claim, except as provided in the paragraph entitled “Patent Indemnity”. In no event shall Seller be liable for special, incidental or consequential damages. Except as herein expressly provided to the contrary, the provisions of these Terms and Conditions of Sale are for the benefit of the parties to these Terms and Conditions of Sale and not for the benefit of any other person.
16 – NONDISCLOSURE AND NON-USE OF SELLERS INFORMATION. – Buyer agrees that it will not use Seller’s data for the manufacture or procurement of Deliverables that are the subject of these Terms and Conditions of Sale or any similar Deliverables, or cause said Deliverables to be manufactured by or procured from any other source, or reproduce said data and information or otherwise appropriate them without the written authorization of Seller. Buyer agrees that it will not disclose or make available to any third party any of Seller’s data or other information pertaining to these Terms and Conditions of Sale that is proprietary to Seller without obtaining Seller’s prior written consent.
17 – PATENT INDEMNITY – Except insofar as an Order calls for Deliverables pursuant to Buyer’s designs, drawings or specifications, Seller agrees to pay the amount of any final judgment against Buyer resulting from a suit claiming that any commercial Deliverables manufactured or furnished hereunder, by reason of their manufacture, sale or use, infringes any United States patent which has issued at date of contract, and Buyer’s reasonable costs and expenses in defense of such suit if Seller does not undertake the defense thereof, provided Seller is promptly notified of the threat or commencement of such suit and is offered full and exclusive control to conduct the defense or settlement thereof.
Seller’s indemnity shall not apply where infringement would not have occurred from the normal use for which the Deliverables were designed. No responsibility is assumed for actual or alleged infringement of any foreign patent. Seller’s liability for damages hereunder is limited to those computed solely on the value of any Deliverables sold to Buyer. In no event shall Seller be liable for consequential damages or costs applicable thereto. In the event of any claim that a product furnished hereunder infringes any United States patent, Seller may at its option and expense (a) procure for Buyer the right to continue using the product, or (b) replace or modify the product so that it becomes non-infringing, or (c) grant Buyer a credit for such product, less a reasonable depreciation for use, damage, and obsolescence upon its return to Seller. Buyer agrees to pay all costs and expenses incurred by Seller in its defense and the amount of any judgment against Seller, in any suit or proceeding against Seller based upon a claim of infringement, resulting solely from Buyer combining any product furnished hereunder with any item not manufactured or furnished by Seller or from the sale or use of any such combination by Buyer. Seller shall also indemnify Buyer’s Buyers and agents for such infringement, if and to the extent that Buyer has agreed so to indemnify them, but to no greater extent than Seller has indemnified Buyer herein and under the same conditions as set forth herein. In the event any product to be furnished under these Terms and Conditions of Sale is to be made in accordance with drawings, samples or manufacturing specifications designated by Buyer and is not the design of Seller, Buyer agrees to defend, indemnify and hold Seller harmless to the same extent and subject to the same requirements as set forth in Seller’s obligation to Buyer as above. The above is in lieu of any other indemnity or warranty, express or implied by Seller, with respect to intellectual property (patents, trade secret, mask works, trademarks, copyrights, or the like).
18 – SOFTWARE LICENSE – In the event that any software or software documentation is provided to Buyer by Seller in any form whatsoever under an Order, Buyer acknowledges that Seller is providing a license to use such software and no title or interest to the software passes to Buyer and Buyer agrees to abide by any end user license agreement that pertains to such software.
19 – OTHER CHARGES – The prices quoted by Seller do not include sums necessary to cover any taxes or duties including but not limited to Federal, State, Municipal excise, sales or use taxes, or freight, import duties or tariffs upon the production, sales, distribution, or delivery of goods or furnishing of services hereunder, all of which shall be paid by Buyer. Accordingly, Seller reserves the right to revise its price after the execution of an Order between the parties to include any and all of the above charges that may become due hereunder and Seller may invoice Buyer for said additional amount. This clause shall survive the acceptance and complete performance of an Order by the parties herein.
20 – ASSIGNMENT – Neither party shall assign these Terms and Conditions of Sale or any portion thereof without the advance, written consent of the other party, which consent shall not be unreasonably withheld. The non-assigning party shall not have any obligation to an assignee of the assigning party unless such consent is obtained.
21 – WAIVER – Failure by Seller to assert all or any of its rights upon any breach of these Terms and Conditions of Sale shall not be deemed a waiver of such rights with respect to either such breach or any subsequent breach, nor shall any waiver be implied from the acceptance of any payment or service. No waiver of any right shall extend to or affect any other right Seller may possess, nor shall such waiver extend to any subsequent similar or dissimilar breach.
22 – SEVERABILITY – If any provision of these Terms and Conditions of Sale is determined to be illegal, invalid, or unenforceable, for any reason, then such provision shall be deemed stricken for purpose of the dispute in question, and all other provisions shall remain in full force and effect.