C U S T O M E R T E R M S A N D C O N D I T I O N S O F S A L E
Ideal System Solutions, Inc. (IDEALSSI) is a value added reseller of computer systems and equipment, electronic components, software and services (hereinafter) referred to as Product to Customers. By placing an order to Ideal System Solutions, Inc. for Product(s), the Customer agrees to be bound by and accept these terms and conditions. NOW THEREFORE, in consideration of the foregoing and the terms and conditions and procedures hereinafter set forth the parties hereto agree as follows:
1. Order Purchasing. IDEALSSI will supply Product to Customer pursuant to written Purchase Order(s) received and approved by IDEALSSI on the ongoing basis from the date of the delivered product(s).
2. Shipping. IDEALSSI will use its choice of carrier to ship all Product supplied to applicable Purchase Orders under this Agreement unless an alternate carrier is designated by Customer. If an alternate carrier is requested, Customer will provide IDEALSSI with Customer’s account number with the requested carrier in order for the carrier to bill directly for shipping of Product on the applicable Purchase Order(s). All orders will ship F.O.B. origin. It will be Customers responsibility to insure individual shipments should they so choose.
3. Pricing. All Products will be shipped at the price quoted to and included in the applicable Purchase Order submitted by Customer. Price quotations contained in Purchase Orders will not bind or obligate IDEALSSI to use those prices on future orders. IDEALSSI reserves the right to change the prices of Product without prior notice to Customer, including but not limited to Manufacturer’s Suggested Retail Price (MSRP) and Minimum Advertised Price (MAP). The Customer agrees not to advertise any price lower than the MAP, including but not limited to all Internet and print advertising, for all Products that have an established MAP (refer to IDEALSSI price sheet).
4. Payment. Payment terms are prepay, credit card, or net terms. Upon shipment, IDEALSSI will invoice for Order(s) shipped. The invoice will include the price of the shipped Product and the costs of shipping. Payment in full will be due within thirty (30) days of the invoice date for term customers. Payments may be mailed to Ideal System Solutions, Inc. at P.O. Box 399, Pequot Lakes, MN 56472. Title to equipment remains with Ideal System Solutions, Inc., until payment has been received in full. As an additional security for performance of the terms of this Agreement, which will apply to all Product purchased by Customer for their own end use during the term of this Agreement, Customer agrees to execute a Security Agreement for the Product in addition to this Agreement, at IDEALSSI’s request.
5. Interest on Outstanding Invoices. Permitted by Minnesota law up to and including 18% per annum, where allowed.
6. Return Policy. IDEALSSI’s complete Returns Policy can be obtained by contacting your sales rep or by contacting customer service at 888-696-1044.
6.1. Defective Product. For Customer to return defective Product during the Warranty period, a Return Merchandise Authorization (RMA) number must be requested from IDEALSSI. This number may be obtained by calling your sales rep or by contacting customer service at 888-696-1044 prior to returning any Product. IDEALSSI will require the following information from Customer in order to process the request for an RMA number:
Company name, telephone and fax numbers, and name of contact person;
Original invoice number for the Product returned;
Serial number, description, quantity and unit price; and
RMA number issued by IDEALSSI will be valid for fourteen (14) days following the date of issue. Customer must display the RMA number prominently on all shipping cartons containing returned Product. Defective Product being returned for credit or replacement must be shipped to IDEALSSI freight prepaid and in the original packaging within thirty (30) days of the original invoice date, and must include all accessories, manuals and packing materials. Defective Product returned for repair must include only the item(s) to be repaired. IDEALSSI will not be responsible for the return of non-defective accessories or other material after completion of any repairs of defective Product. IDEALSSI will not be responsible for any damage to the Product not covered by Warranty prior to their return to IDEALSSI.
6.2. Non-Defective Product. Non-defective Product returned to IDEALSSI for credit must be shipped to IDEALSSI freight prepaid in the original packaging and must include all accessories, manuals and packing materials. A twenty percent restocking fee will be charged for all non-defective Product returned in good condition within thirty (30) days of original invoice date. No refunds will be made for Product returned after thirty (30) days from the date of receipt by Customer. IDEALSSI will not be responsible for any damage to the Product not covered by Warranty prior to return to IDEALSSI and will not refund or credit Customer for freight paid to return the non-defective Product. All decisions regarding any refund or return will be made by IDEALSSI at their sole discretion.
7. Risk of Loss. IDEALSSI will retain title to and risk of loss and damage on all Products to be delivered hereunder until shipment.
8. Excusable Delays. IDEALSSI will not be liable for any damages including incidental or consequential damages, or liquidated damages, if any, for delays in delivery or failure to perform due to causes beyond the control and without the fault or negligence of IDEALSSI.
9. Term. The term of this Agreement will continue indefinitely unless sooner terminated by either party.
10. Termination. This Agreement may be terminated by either party without cause upon the giving of thirty (30) days written notice to the non-terminating party. Any Order issued during the term of this Agreement and not completed within the term may be completed by IDEALSSI at their sole discretion. This Agreement will govern the Parties rights and obligations with respect to any such Order which IDEALSSI determines they will complete to the same extent as if the Order were completed during the Agreement term.
11. Customer’s Representations and Warranties. Customer represents that each time a Purchase Order is submitted to IDEALSSI, Customer has the present intention and ability to pay for the Product ordered. Additionally, Customer represents that the information provided by them to IDEALSSI in conjunction with the Application for Open Account was true, accurate and correctly reflects the financial condition of Customer. The Parties agree that IDEALSSI is relying upon these representations in entering into this Agreement and will be relying upon these representations when they accept Purchase Orders from Customer and ships Product in accordance with each Purchase order.
12. IDEALSSI’s Representations and Warranties. IDEALSSI warrants their Products to be free of defects in material and workmanship for a period of ONE (1) YEAR after date of purchase by Customer or the length of the warranty from the manufacturer, whichever is shorter. During the Warranty period, IDEALSSI will repair or replace, at their sole discretion, components of the Product(s) which prove to be defective. The length of time for the repair will vary among Products and may take up to six (6) to eight (8) weeks from receipt of the defective Product(s) by IDEALSSI. This Warranty shall not apply to Products that have been damaged by unreasonable use, accident, negligence, modification or service work performed by anyone other than an IDEALSSI authorized technician.
13. Title to equipment transfers upon full payment of equipment to Ideal System Solutions, Inc. In the event that Customer resells equipment to a third party, Customer agrees that there is an unconditional obligation to enter into a same security agreement with third party for equipment until payment has been made in full to Ideal System Solutions, Inc. At IDEALSSI’s discretion, a UCC Security Interest may be filed insecurity of equipment and Customer agrees to notify third party of such agreement. Customer will not pass title onto a third party until payment for equipment has been made in full.
14. By purchasing and acceptance of any software or license product, customer agrees to its use and all Terms and Conditions in accordance with the manufacturer or provider’s End User License Agreement (EULA). It is the responsibility of the customer to obtain the EULA directly from the manufacturer or provider, or request in writing from Ideal, a copy of the EULA. Neither Ideal nor Customer can alter the terms of the EULA.
15. Limitation of Warranty. EXCEPT AS HEREIN STATED, IDEAL SHALL NOT BE LIABLE FOR ANY DAMAGES OR FOR THE BREACH OF ANY WARRANTY, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, OR FOR ANY OTHER OBLIGATION OR LIABILITY ON ACCOUNT OF THE PRODUCTS COVERED BY THIS AGREEMENT WHICH THEY MAY SELL TO CUSTOMER.
16. Confidentiality Agreement. Customer will neither use nor disclose to any third parties any confidential information concerning the business, affairs or Products of IDEALSSI which Customer may acquire during the course of their activities under this Agreement or any prior agreements between IDEALSSI and Customer. In addition, Customer will take any and all necessary precautions to prevent any such disclosure by any and all of their employees, officers, directors, representatives, agents or sub-distributors. Customer acknowledges that any right, title and interest in and to the aforesaid confidential information are vested in IDEALSSI and that the information is the sole property of IDEALSSI. For purposes of this Agreement, it is understood by the Parties that the term confidential information includes, but is not limited to, trade secrets and un-patentable intellectual property.
17. Indemnification. Each Party (individually, Indemnifying Party) agrees to indemnify, hold harmless and defend the other Party, their past and future affiliates, subsidiaries and assigns against any and all claims, demand, obligation, causes of action and lawsuits (Claim) brought by any third parties and arising from the Indemnifying Party’s action or inaction in conjunction with the Agreement, including but not limited to (a) services performed, actions take or Product supplied by the Indemnifying Party or those acting under it to comply with the Agreement; and (b) failure of the Indemnifying Party or those acting under it to comply with the regulations and other requirements of any governmental authority with respect to their actions, obligations and duties under the Agreement. The non-indemnifying party agrees to give the Indemnifying Party prompt notice of any Claim and to allow the Indemnifying Party to control the defense and settlement of same.
18. Notice. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given upon the earlier of the actual delivery to the party to whom the notice is given or three days subsequent to mailing by certified or registered mail, postage prepaid and addressed
Ideal System Solutions, Inc.
Attn: Contract Administrator
P.O. Box 399
Pequot Lakes, MN 56472
19. Governing Law. This Agreement shall be governed and construed under the laws of the State of Minnesota.
20. Choice of Forum/Venue. The Parties expressly agree that venue will be the State of Minnesota only, and consent to the exclusive jurisdiction of the courts of the State of Minnesota, County of Hennepin in either the state or federal courts located therein.
21. Collection Costs. In the event that any demand, suit or action is necessary to collect any outstanding invoice amounts due from Customer under this Agreement, IDEALSSI shall additionally recover all costs of collection, including reasonable attorney fees. A thirty dollar ($30.00) service charge will be assessed on any returned check.
22. Parties in Interest. This Agreement will be binding upon, and inure to, the Parties and their respective heirs, legal representatives, successors, assigns and transferees, as the case may be.
23. Entire Agreement. This Agreement constitutes the entire understanding of the Parties hereto and shall supersede all prior understandings or agreements, both written and oral, relating to the subject matter hereof, and no course of dealing or usage of trade will be applicable unless expressly incorporated in this Agreement. This Agreement shall not be altered, modified, supplemented or amended, nor any provision waived, except by a writing duly signed by the Parties.
24. Equal Opportunity Clause 41 CFR60-1.4(a) [or (b) as the situation applies] is incorporated here by reference.
T E R M S A N D C O N D I T I O N S O F P U R C H A S E
BY ACCEPTANCE AND FULFILLMENT OF AN IDEAL SYSTEM SOLUTIONS, INC. (“IDEALSSI”) PURCHASE ORDER (“PURCHASE ORDER”) FOR GOODS OR SERVICES, YOU (“SELLER”) ARE HEREBY AGREEING TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF PURCHASE:
General Purchase Order Instructions.
- Deliver no goods without purchase order;
- Acknowledge receipt of this order to email@example.com;
- Make no changes to this order without written authorization;
- Specify purchase order number on all packaging;
- If shipping to a location other than Ideal System Solutions, Inc., use IDEALSSI as the sender (blind shipment);
- Unless otherwise stated, all goods must be new and in original packaging;
- No substitutes or third party products will be accepted
- Unless otherwise stated, do not insure goods.
Hazardous Material. Seller warrants that items delivered under this Purchase Order do not contain any of the hazardous material listed on the hazardous materials elimination list (HMEL) under the heading “Table 1: Banned Materials” as of the effective date of this Purchase Order. Seller agrees to indemnify buyer against any loss, cost, damage or liability, including removal costs by reason of seller’s violation of this warranty.
Billing. Buyer shall not be billed at or charged prices higher than stated on the Purchase Order without the prior written consent of IDEALSSI.
Delivery. If Seller refuses or fails to make deliveries of the articles within the time specified in this order or any extension thereof, IDEALSSI may terminate the right of Seller to deliver the articles, except when delay of Seller in delivering articles is due to unforeseeable causes beyond the control and without the fault or negligence of Seller including (1) acts of GOD or of the public enemy, (2) acts of the Government in either its sovereign or contractual capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight embargoes, and (9) unusually severe weather.
Warranty. (a) Seller warrants the goods delivered pursuant to an IDEALSSI Purchase Order, unless specifically stated otherwise in the Purchase Order, shall (i) be new (ii) be free from defects in workmanship, materials, and design and (iii) be in accordance with all the requirements of this Purchase Order. Seller further warrants that the performance of work and services shall conform with the requirements of this Purchase Order and to high professional standards and that the articles to be supplied under this contract are fit and sufficient for the purpose intended: that they are merchantable, of good quality and free from defects, whether patent or latent in material and workmanship. All warranties in this Purchase Order shall survive inspection, test, final acceptance and payment of goods and services; (b) Seller warrants that the goods delivered pursuant to this Purchase Order shall (i) be and only contain materials obtained directly from the Original Component Manufacturer (OCM) or the Original Equipment Manufacturer (OEM), (collectively, the Original Manufacturer (OM) or an authorized OM reseller or distributor; (ii) not be or contain counterfeit items; (c) Seller warrants that any hardware, software and firmware goods delivered under this Purchase Order: (i) shall not contain any viruses, malicious code, Trojan horse, worm, time bomb, self-help code, back door, or other software code or routine designed to: (a) damage, destroy or alter any software or hardware; (b) reveal, damage, destroy, or alter any data; (c) disable any computer program automatically; or (d) permit unauthorized access to any software or hardware; (ii) shall not contain any third party software (including software that may be considered free software or open source software) that (a) may require any software to be published, accessed or otherwise made available without the consent of Buyer, or (b) may require distribution, copying or modification of any software free of charge; and (iii) shall not infringe any patent, copyright, trademark, or other proprietary right of any third party or misappropriate any trade secret of any third party; (c) Seller is an authorized reseller or distributor for all goods specified on Purchase Order; and (d) Seller shall be liable for and hold IDEALSSI and its customers harmless from any loss, damage, or expense whatsoever that IDEALSSI may suffer from breach of any of these warranties. Remedies shall be at IDEALSSI’s election, including, but not limited to, the prompt repair, replacement or reimbursement of the purchase price of nonconforming goods and, in the case of services either the prompt correction of the defective services at no cost or reimbursement of the amounts paid for such services. Return to Seller of defective or nonconforming goods and redelivery to IDEALSSI or IDEALSSI’s customer of repaired or replaced goods shall be at Seller’s expense. Goods or services required to be corrected, repaired or replaced shall be subject to this Section and the Inspection Section of this Purchase Order in the same manner and to the same extent as goods or services originally delivered under this Purchase Order, but only as to the repaired or replaced goods or parts thereof or the corrected service thereof. Seller shall promptly comply with IDEALSSI’s direction to (i) repair, rework or replace the goods, (ii) furnish any material or parts and installation required to successfully correct the defect or nonconformance or (iii) successfully correct the defective or nonconforming service.
Indemnity. The Seller agrees to defend, indemnify and hold harmless IDEALSSI, its successors, assigns, and/or its customers in any and all suits brought for infringement of letters patent by reason of the use of the equipment or materials furnished hereunder by the Seller.
Title. Seller hereby represents and warrants to IDEALSSI that (a) seller is the lawful owner of and holds title to the above mentioned items and the items are free and clear from any liens and encumbrances; (b) seller has the full right, power and authority to sell all such items to successors and assignees to IDEALSSI in accordance here within; and (c) seller does hereby bind itself, its successors and assignees to forever warrant and defend the title to said equipment, and any part thereof, by, through, or under seller.
Services. Services provided by seller are subject to any service agreements or statements of work agreed upon in writing by the parties or, as applicable, to the IDEALSSI Subcontractor Agreement, available at idealssi.com/legal/subcontractor agreement.
United States Export Control Laws and Regulations. Sellers Goods are subject to the Export Administration Regulations (EAR) promulgated by the US Department of Commerce.
General Terms and Conditions of Purchase for Commercial Items Purchased under U.S. Government Contracts (when applicable):
The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items, Seller shall include the terms of this clause, including this paragraph, in all tiered subcontracts awarded under this subcontract. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—
(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).
(ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).
(iii) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.
(iv) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495). Flow down required in accordance with paragraph (1) of FAR clause 52.222-17.
(v) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).
(vi) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).
(vii) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).
(viii) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).
(ix) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).
(x) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.
(xi) 52.222-41, Service Contract Labor Standards (May 2014), (41 U.S.C. chapter 67).
(xii) (A) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).
(B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 E.O. 13627).
(xiii) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment–Requirements (May 2014) (41 U.S.C. chapter 67.)
(xiv) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services–Requirements (May 2014) (41 U.S.C. chapter 67)
(xv) 52.222-54, Employment Eligibility Verification (Oct 2015) (E. O. 12989).
(xvi) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015).
(xvii) 52.222-62, Paid sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).
(xviii) (A) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).
(B) Alternate I (Jan 2017) of 52.224-3.
(xix) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).
(xx) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.
(xxi) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.
While not required, the Contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.
Supplemental Terms and Conditions may be sent with Purchases Orders if the purchase order or contract includes the purchase of Services or Non-Commercial Items.
Applicable for Contracts/Purchase Orders exceeding $35,000 under U.S. Government Contracts:
By accepting this purchase order the Supplier certifies, to the best of its knowledge and belief that the Supplier and/or any of its principals, sub grantees, or subcontractors are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any state or federal agency; have not, within a three-year period preceding this application, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) contract or subcontract; violation of federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, tax evasion, or receiving stolen property; and are not presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated above. Supplier has not, within a three –year period preceding this application, had one or more contracts terminated for default by any public (federal, state, or local) entity.