Goods and Services Terms and Conditions Agreement
This Agreement shall be between Afsaneh Enterprises, Inc. dba Business Communications Solutions ("BCS") and Customer named on the proposal or quote.
BCS agrees to sell and Customer agrees to purchase from BCS the goods and services listed above or on invoice in accordance with the terms and conditions specified herein.
Payment of Invoices on Equipment Purchased:
Customer shall provide BCS with a 50% deposit on execution of proposal or quote, 40% of the total on the day of installation prior to the commencement of installation and 10% of the total upon completion of the work for equipment, materials and services specified in this agreement or accompanying work order. Equipment shipped directly to customer will require 100% payment upfront on execution of this agreement plus applicable shipping charges.
Payment for future service labor is due Net 15 days from invoice date only if Credit Terms have been established, all others will remain on COD payment basis. Payment of Equipment will be COD. All invoiced amounts are in U.S. dollars and payment is to be made in U.S. dollars only. A late payment charge of 1.5% per month shall be applied to Customer account if payment is made later than 16 days from invoice date.
Payment of Invoices on Equipment Financed:
Upon acceptance of the proposal, BCS will provide Customer a leasing agreement from a 3rd party leasing company. Customer must sign the lease agreement prior to order processing. Invoices for payment due will be provided by the leasing company to the Customer on a monthly basis. Customer is subject to the terms of the lease agreement. Upon delivery of equipment, Customer shall sign the Delivery and Acceptance form provided by the leasing company; a verbal confirmation may also be required. Customer shall pay BCS 100% of the amount due at the time of delivery of the equipment if equipment is delivered and Customer fails to sign the Delivery and Acceptance form and does not provide verbal confirmation to the leasing company within 24 hours of receipt as required by the leasing company.
SALES TAX IS NOT INCLUDED UNLESS IT IS CLEARLY INDICATED IN THE PRICING. Customer shall pay all applicable state and local taxes or other taxes associated with materials provided. If the Customer is not subject to sales taxes, it is the responsibility of the Customer to provide BCS with evidence of such exemption for the state(s) where the work is to be undertaken prior to the project start date. Otherwise, Customer is liable for all tax as shown on the invoice.
BCS does not manufacture or design the Equipment and is not responsible for the quality, capacity or condition of the Equipment. Repairs that result from misuse, improper care or storage, negligence, alteration, accident, use of incompatible supplies, or lack of specified maintenance with respect to the Equipment are not covered by this warranty and will be performed at Customer's expense under a separate agreement. Services provided by BCS that are not covered by this Agreement, that are provided during other than BCS' normal business hours, or that are outside BCS' service area also will be at Customer's expense, and at BCS' standard labor rates unless otherwise provided for under any separate Agreement. While necessary maintenance or repairs to the Equipment can be performed by any company, Customer is forewarned that improper or incorrectly performed maintenance or repair to the Equipment by a third party voids this Agreement.
Limitation of Liability and Exclusive Remedies:
BCS' total aggregate liability to Customer is limited to the dollar value of this Agreement. Customer's sole remedies against BCS and its affiliates, including but limited to it's Authorized Dealers, subcontractors, parent or subsidiary companies, or subcontractors for any loss or damage caused by or arising in connection with the performance or non-performance of maintenance services under this Agreement, regardless of the form of action, whether in contract, tort, or otherwise, shall be the repair or replacement of such malfunctioning product or part. In no event, however, shall BCS be liable for indirect, punitive, incidental, special, exemplary, or consequential damages (including without limitation, damages for loss of profits, business interruption, loss of business information, or any other type of pecuniary loss) arising out of, or resulting from Services or Equipment provided by BCS pursuant to or in connection with this agreement, even if BCS was advised of the possibility of such damages. EXCEPT AS EXPRESSLY INDICATED HEREIN, BCS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY SERVICE OR REPLACEMENT PART PROVIDED TO CUSTOMER UNDER THIS AGREEMENT.
In order to provide excellent service to each and every client, your call made to BCS may be recorded or monitored to ensure quality and customer satisfaction.
Title/Remedies of Default:
Title and ownership of each item sold herein shall remain in BCS until payment is made in full, including any additional charges provided for herein.
If BCS' requests for timely payments are not honored BCS reserves the right to: (i) Place the Customer on credit hold and suspend all work and services (including projects in progress) until all past due invoices are paid in full; (ii) Take possession of any and all equipment listed hereon or in any attachment hereto, wherever situated, and for such purpose, enter upon any premises without liability for doing so; (iii) File a mechanics' lien against any site where work was undertaken; (iv) Assign the unpaid invoices to a collection agency; (v) Inform credit bureaus such as Dun & Bradstreet, etc. of the Customer's non-payment status; (vi) Refer the case to Arbitration unless the unpaid amount is within the jurisdiction of the Small Claims Court. Customer will be placed on credit hold if ten percent (10%) or more of Customer's total invoice dollars outstanding are over 60 days past due.
BCS shall also be entitled, in addition to all other remedies available at law or in equity, to recover reasonable attorney's fees, costs and/or other collection expenses in collecting the unpaid balance or otherwise enforcing or successfully defending itself with respect to this agreement.
Restocking Charges & Special Orders:
Customer is responsible for BCS's out-of-pocket costs incurred in cancelling an order. All returns must be approved in advance, are subject to a restocking charge of twenty five percent (25%), equipment must be unused by Customer, properly packaged and shipped, freight prepaid and must be returned within 30 days. If special equipment or materials are ordered at the Customer's request, BCS shall not be obligated to issue a credit or refund for cancellation or return of the equipment or materials if the manufacturer or distributor of the item will not accept the return or issue a credit to BCS.
Third Party Services:
Customer may order maintenance or other technical-related services or merchandise from third parties not affiliated with BCS. However, all matters concerning such services and/or merchandise, including but not limited to purchase terms, payment terms, warranties, guarantees, etc., are solely between Customer and any third parties that Customer elects to do business. Third parties not affiliated with BCS are beyond its control. BCS, therefore, offers no guarantees, assumes no responsibility or liability of any type, and does not make any warranties or representations whatsoever, express or implied, relating to the quality of services and/or merchandise provided to Customer by third parties. Furthermore, Customer will not consider BCS, nor shall BCS be construed as, a party to any such transactions. Customer agrees that it will not hold BCS responsible or liable with respect to third party services or merchandise, or seek to do so. Finally, BCS, its agents, employees, officers, and directors will not be responsible for any act, error, or omission, nor liable for any injury, loss, delay, inconvenience, or damage arising out of any transaction (whether directly or indirectly) between Customer and any other person or entity.
The information provided is a proposal and is subject to credit approval. The proposal provides an approximate monthly payment for hardware, software and services based upon the contract type and term in months. Taxes, fees and insurance are not included. Any change in the amount financed will change this information.
Limitation of Liability:
Customer and BCS have discussed the risks associated with this Telecommunications Proposal and the transactions it contemplates, as well as BCS' fees for Services. Customer and BCS agree to allocate certain of the risks so that, to the fullest extent permitted by law, BCS' total aggregate liability to Customer is limited to the dollar value of any contract entered into with BCS pursuant to this Telecommunications Proposal. In no event, however, shall BCS be liable for indirect, punitive, incidental, special, exemplary, or consequential damages (including without limitation, damages for loss of profits, business interruption, loss of business information, or any other type of pecuniary loss) arising out of, or resulting from Services or Equipment provided by BCS pursuant to or in connection with this agreement, even if BCS was advised of the possibility of such damages.
Customer agrees to hold all Confidential Information of BCS in strict confidence. "Confidential Information" shall mean information that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. More specifically, "Confidential Information" shall mean all information or material that has or could have commercial value or other utility in the business in which BCS is engaged, such as trade secrets, inventions, innovations, processes, information, records, software programs, and specifications owned or licensed by BCS, and/or used by BCS in connection with the operation of its telecommunications business, including without limitation BCS' business and product processes, methods, customer lists, accounts and procedures. This confidentiality obligation shall not apply to information (i) independently developed by Customer, (ii) generally available to the public other than by Customer's breach of these Terms and Conditions, (iii) already known by Customer at time of disclosure to Customer, or (iv) rightfully received from a third party without restriction on disclosure or an obligation of confidentiality running directly or indirectly to Customer. Nothing shall prevent or prohibit Customer from providing access to Confidential Information as may be required by Subpoena or Court Order provided that Customer gives BCS immediate notice of any such subpoena or Court Order.
Telephone Company Disclaimer:
BCS is telecommunications service and equipment provider. BCS is not a telephone service provider, i.e., BCS is not the telephone company. While BCS can and does obtain telephone services on behalf of its clients as part of its overall package of client services, Customer acknowledges and agrees that BCS cannot be held responsible for, or in any manner be liable for, the quality or outages of telephone service provided by Customer's telephone company.
For a period of two (2) years following the date of purchase of Equipment, Customer agrees that it will not, directly or indirectly either hire, recruit, or solicit any of BCS' employees, consultants, or contractors, interfere with their contractual relationship with BCS, or otherwise encourage them to leave BCS' employment. Also, for the same two-year period, Customer agrees that it will not hire, recruit, or solicit any employee, consultant, or contractor who has left BCS' employment within two years of the date of Customer's purchase of Equipment.
Neither party will be in default or liable for any delay or failure to comply with these Terms and Conditions due to any cause beyond the control of the affected party due to labor disputes, war, riot, civil commotion, pandemic, epidemic, acts of the public enemy, fire, flood or other acts of God or causes beyond the reasonable control of such party. The period for performance for the party affected by such a cause shall be extended by the duration of the condition.
The laws of the State of California (without giving effect to its conflicts of laws principles) shall govern all matters arising out of or relating to this Goods and Services Agreement and the transactions it contemplates, including, without limitation, the validation, construction, interpretation, performance, and enforcement of this agreement.
Customer and BCS (collectively the "Parties") shall resolve all disputes, controversies, or claims arising under or relating to this Goods and Services Agreement and the transactions it contemplates by binding arbitration in accordance with the rules of the American Arbitration Association. Arbitration is to be by a single arbitrator experienced in the matters at issue and selected by the Parties in accordance with the rules of the American Arbitration Association. The arbitration is to be conducted in Orange County, California. The arbitrator's decision or award is final and binding as to any matters submitted by the Parties pursuant to this provision. If necessary, any party may enforce or satisfy the arbitrator's decision or award, and enter judgment thereon, in any court having competent jurisdiction.
For the convenience of both parties, Customer and BCS agree that supplemental quotes issued from BCS to address Customer's needs for additional telecommunications equipment and/or services in the future shall be subject to the Terms and Conditions set forth in this Goods and Services Agreement and previously agreed to by Customer.
BCS holds a current contractor's license and is an authorized contractor in the State of California (License #852163).
Notwithstanding Supplemental Quotes, above, to meet Customer's future needs, Customer acknowledges and agrees that the Agreement between the parties on the subject matter set forth in this Goods and Services Agreement, together with its schedules, exhibits and/or attachments, is fully integrated, comprises the entire agreement between the parties, and supersedes all prior representations, agreements, or understandings between the parties, written or verbal, including but not limited to letters of intent, memorandums of understanding, or other similar documents or verbal agreements. Customer agrees that he/she is authorized on behalf of their company to purchase the equipment and services stated in this contract. If the authorized signer of this contract departs their current company, the Customer remains responsible for all services agreed upon and stated in this contract and does not void the contract in any manner.