Terms and Conditions of Sale

By accepting delivery of any product or service ("Product") delivered from Servprise International, Inc. ("Servprise"), you ("Customer") agree to be bound by the terms and conditions ("Agreement") listed below. You and Servprise agree that the following terms and conditions are the exclusive terms governing the sales transaction between Customer and Servprise. If you do not wish to be bound by this Agreement, you must notify Servprise and return your purchase pursuant to Servprise's Return Policy. Any attempt to alter, supplement, modify or amend these terms and conditions by the Customer will be considered a material alteration of this agreement and, therefore, are null and void. In addition, these terms and conditions are subject to change at any time, without prior written notice. Therefore, please check these terms and conditions carefully each time you place an order with or accept delivery of any goods from Servprise.
  1. Payment Terms; Orders; Quotes; Interest. Terms of payment are within Servprise's sole discretion, and unless otherwise agreed to by Servprise, payment must be received by Servprise prior to Servprise's acceptance of an order. Payment for the Product will be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by Servprise. Invoices are due and payable within the time period noted on the invoice, measured from the date of the invoice. You agree to pay the amount(s) due as specified on the invoice, and you agree to pay interest on all past-due sums at a rate of 1.5% per month or the highest rate allowed by law, whichever is greater. Servprise may invoice parts of an order separately. Your order is subject to cancellation by Servprise, at Servprise's sole discretion. Unless you and Servprise have agreed to a different discount, Servprise's standard pricing policy for Servprise-branded systems, which include both hardware and services in one discounted price, allocates the discount off list price applicable to the service portion of the system to be equal to the overall calculated percentage discount off list price on the entire system. Servprise is not responsible for pricing, typographical, or other errors, in any offer by Servprise and reserves the right to cancel any orders resulting from such errors.
  2. Title; Risk of Loss; Shipping Charges; Taxes; Duties. Servprise will arrange for shipment of ordered product(s) to the Customer, Free On Board (F.O.B.) shipping point, meaning title to the product(s) -- excepting software-- and risk of loss passes to the Customer upon delivery to the carrier. Servprise reserves a purchase money security interest in the product(s) until its receipt of the full amount due. Customer agrees to allow Servprise to sign appropriate documents on Customer's behalf to permit Servprise to protect its purchase money security interest. Title to software will remain with the licensor(s). All software is provided subject to the license agreement of the software maker. Customer agrees to be bound by any software license agreement once the seal on the package is broken. Servprise will advise Customer of estimated shipping dates, but Servprise will, under no circumstances, be responsible for delays in delivery, and associated damages, due to events beyond its reasonable control, including without limitation, acts of God or public enemy, acts of federal, state or local government, fire, floods, civil disobedience, strikes, lockouts, and freight embargoes. Unless you provide Servprise with a valid and correct tax exemption certificate applicable to your purchase of Product and the Product ship-to location, you are responsible for sales and other taxes and duties associated with the order.
  3. Return Policies; Exchanges. Servprise's return policy can be found at http://www.servprise.com/policies/ReturnPolicy.html. You must contact us directly before you attempt to return Product to obtain a Return Material Authorization Number for you to include with your return. You must return Product to us in their original or equivalent packaging. You are responsible for risk of loss, shipping and handling fees for returning or exchanging Product. Additional fees may apply. If you fail to follow the return or exchange instructions and policies provided by Servprise, Servprise is not responsible whatsoever for Product that is lost, damaged, modified or otherwise processed for disposal or resale. At Servprise's discretion, credit for partial returns may be less than invoice or individual component prices due to bundled or promotional pricing.
  4. Recordings. Servprise does not consent to having any telephone calls recorded and reserves the right to terminate any call that is being recorded. Customer agrees not to record any call with Servprise unless Customer has provided clear and conspicuous notice to Servprise and has received prior written consent from Servprise.
  5. International Product Listings; Promotions. Servprise provides access to Servprise international data and, therefore, may contain references or cross references to Servprise products, programs and services that are not announced in your country. Such reference does not imply that Servprise in your country intends to announce such products, programs or services.
  6. Warranties. THE LIMITED WARRANTIES APPLICABLE TO SERVPRISE-BRANDED HARDWARE PRODUCT CAN BE FOUND IN THE DOCUMENTATION SERVPRISE PROVIDES WITH SERVPRISE-BRANDED PRODUCT. SERVPRISE MAKES NO WARRANTIES FOR SERVICE, SOFTWARE, OR NON-SERVPRISE BRANDED PRODUCT, SERVICE, MAINTENANCE OR SUPPORT. SUCH PRODUCT, SERVICE, MAINTENANCE OR SUPPORT IS PROVIDED BY SERVPRISE "AS IS" AND THIRD-PARTY WARRANTIES, SERVICES, MAINTENANCE AND SUPPORT ARE PROVIDED BY THE ORIGINAL MANUFACTURER OR SUPPLIER, NOT BY SERVPRISE. SERVPRISE MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN SERVPRISE'S APPLICABLE SERVPRISE-BRANDED WARRANTY OR SERVICE DESCRIPTION IN EFFECT ON THE DATE OF THE INVOICE, PACKING SLIP OR ACKNOWLEDGEMENT. SERVPRISE-BRANDED WARRANTIES AND SERVICES WILL BE EFFECTIVE, AND SERVPRISE IS NOT OBLIGATED TO HONOR ANY SUCH WARRANTY OR SERVICE UNTIL SERVPRISE RECEIVES PAYMENT IN FULL. SERVPRISE MAY REQUEST CANCELLATION OF THIRD-PARTY-BRANDED SOFTWARE LICENSES, SERVICES, MAINTENANCE OR SUPPORT IF SERVPRISE DOES NOT RECEIVE PAYMENT. IF YOU PURCHASE THIRD-PARTY-BRANDED PRODUCT, SERVICES, MAINTENANCE, OR SUPPORT ADDITIONAL THIRD-PARTY TERMS AND CONDITIONS MAY APPLY.
  7. Software. All software is provided subject to a license agreement and you agree that you will be bound by such license agreement.
  8. Limitation of Liability. IN ALL CIRCUMSTANCES SERVPRISE'S MAXIMUM LIABILITY IS LIMITED TO THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES SOLD. SERVPRISE SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE UPON A CLAIM OR ACTION IN CONTRACT, TORT, INDEMNITY OR CONTRIBUTION, OR OTHER CLAIMS RELATING TO THE PRODUCTS OR SERVICES IT SELLS WHICH EXCEEDS THIS LIABILITY LIMIT. SERVPRISE SHALL NOT BE LIABLE FOR THIRD PARTY CLAIMS FOR DAMAGES AGAINST THE CUSTOMER, OR FOR MALFUNCTION, DELAYS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS, LOSS OR DAMAGE TO EXEMPLARY DAMAGES, WHETHER OR NOT SERVPRISE HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH CLAIMS OR DAMAGES.
  9. Governing Law. THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THERE UNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND SERVPRISE arising from or relating to this agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this agreement, Servprise's advertising, or any related purchase SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MASSACHUSETTS, USA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.
  10. Severability. If any provision contained in this agreement is or becomes invalid, illegal, or unenforceable in whole or in part, such invalidity, illegality, or unenforceability shall not affect the remaining provisions and portions of this agreement, and the invalid, illegal, or unenforceable provision shall be deemed modified so as to have the most similar result that is valid and enforceable under applicable Massachusetts law.
  11. Waiver. The failure of either party to require performance by the other party of any provision of this agreement shall not affect in any way the first party's right to require such performance at any time thereafter. Any waiver by either party of a breach of any provision in this agreement shall not be taken or held by the other party to be a continuing waiver of that provision unless such waiver is made in writing.
  12. Entire Agreement. These terms and conditions, together with Servprise's invoice regarding the products ordered by Customer, are the complete and exclusive agreement between Servprise and Customer, and they supersede all prior or contemporaneous proposals, oral or written, understandings, representations, conditions, warranties, and all other communications between Servprise and Customer relating to the subject products. This agreement may not be explained or supplemented by any prior course of dealings or trade by custom or usage. THIS AGREEMENT SHALL APPLY UNLESS (I) YOU HAVE A SEPARATE PURCHASE AGREEMENT WITH SERVPRISE, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (II) OTHER SERVPRISE TERMS AND CONDITIONS APPLY TO THE TRANSACTION.
(REV Jan-01-2008)