Resolutions - Jersey City

Version 121108
Dimension Data Proprietary Confidential
Slandard Terrs andConditions.or Sale. Page Sof 6
7.. EXp.EDITED DEUVERY. .Customer may request Expedted Delivery
of Products, "i:pedited Delivery" means shipment
the manufactu.rer. If Dimension Datà accepts such reque;t Dimension Data will assess.an Expedited Deliveryfee equal to two of Products percent ivithir: a time frame thàt is soonerthar, the earliest date of availability from.
specified In a Quoll, Products shipped unde' EXPeilited Delivery may have.distributof part num~rs that do not match the manufacturer (i%) of the unit list price for the applicable Products unless Dtherwise
as su~plieçl by the distributor. part numbers ahd wjlbe . at the .. standard operating . system . revision . level
.8. CANCE1LATlO¡. OF ORDERS. . No Custonier Order for
Products or Maintenance may becancelled or modfied without Dimension
modification request, Customer agrees to ¡Jay all actual resulting
Data's consent. if Dimensbn Data consents to a Customer canællationor
costs, expenses.and fees incurred by Dimersion Data from the manu7acturer, the suppli~r'and;orits shippe's, Customer Orders for
be cancelled upon ten (10) days prior.
written notice. Customer will pay fDr all Services delivered through the. ¡late of cancellation: . .. ' Services . may
. 9. RITRNPOLlCY, ÂII sales are final other than for Products that do not meetmanufacturer sjecificationsor thatare not included in the Customer Order. Customer must notify Dimension Data ofany
damaged or defective Products or discrepancy in shipment quantity or type aiid re.questa Return Material Aiithoriiàtion I"RMA") comi~tentwit"; the manufacturer's return :ilicies, All RMA'si~sliedare valid
for the period of time allowed by the mariufa.cturer a Iter .vhich time the RMA .will be cancelled. No return 01 Produc.ts wil be
or otherrelatedcharges impoSed by the applicable thir.d party manufGcturer or suppli~r wîl be entered aga:instthe original invoice accepted for the without returned an items. RMA. Produ~ts Acrecirfor returned properiyreturned due to a .shipping items less erròr any C'r restocling in
accordance with.warranty teim; are not sublect to restocking fE!es. Customer must ship returned Produc.ts prepaid to thfspecified warehouse location. Dimel1sionData wil reimburse Customer's shipping
costs for Products returned due to ~ shipping error. Returned .Producls must be in the original shipping cartons. undamaged,
have the righúo r~ject return of items and/or impose additional unused on.d unaltered. Opened softare is notreturnable. Dimension Data .shall
charges which Customer agree to pay for any.equlpment recejv~d'¡thout an RMA and/or in a condition.otherthan described,
1. CUSTOMER OROER. Customer may accept the attached Dimensicn Data offer to sell ("QuDIe") byissuins apurchaseorder in response to such Quote (each accepted Quote constitutes a "Customer Order").
Customer shall be deemed tou~cOnditionallyaccept the;e. terms and conditions by issuing such pUrchase oider. No
of acceptance. shall add to or modify th~se terms and conditions. Charlott. North Carolina shall be terms the ançl acceptance conditions and specifiej fulfillment or
preprinted location on aiiYC~;tomer for any Custome.r purchase order O-der. or .
other form
2. PRICES AND TAXES. ÀII Quotes are
valid for thirty (3)) days unless otherWise specified.
All invoice prices are those sJecified int~ Quote accf¡Jted by Customer, .Price! do not include applicable taxes and;
unless expresslyidlmtified and ite.mized, do not include freight, handl'ng orinsurance: Products, Maintenànce or Serviæ! purcha.sed nr delivery outside of the United States may be subject to required and nonrecovrablE!
Va.lue Added Tax or slmiìar Indlrectsalesrelcted taxes
(ccllectlvely, "V1iT"), and Cusiomer.hereby agrees to reimburse Dimeision Date for the total amount ofs'Jch VAT incurred which wiU be
invoiced as an international logistics fee. . . . . . , .. .
3. TRADE INS. If a Cus.tomer Order includfsa trade.in allow,ince then.Gustomer ;hall comply
with the retLrn requiremerits of the
recei\'ed by the nianufacturer on or manu facturer'; trade in agreement. Ani' such tra de-In goods mus: be
before the date s.pedfied in th.e trade in agreement or. if nc such agreement exists, by the sOOner of
replacement goods, if Customer falls to return trade.ln goods as reqoired the trade-in al.lowance shaUbe forfeited and Custorier wil pay the Dimension date spe!=ifed Da.ta for In a the Quo.te trade or In sixty all:wance (60) days amount from delivery of the
4. PP.YMENT AND INVOICING TERMS,.Pa~ment in fÍJII.of all InvoicE!s is due thirty (30) da~ from date of invoice. Payment terms are
. Data. Invoices for Products are issùed upon 5hipment of Products from the manufacturer. Invoices for Servces are invoiced at the start subJect of anySef\'ice, to Customer. Dimension maintaining Data has à credit .the sta.tus rightlo.cliarge acceptable a late to Dmens.lon payment fee
of o~arid one half percent (1.5%) of the outstanding aaianceper maith for each
month, or partial month,
incurred by Dimension Data to effect settlement of any i.disputed pëSt due invoice. P,roilucts shipped to.a
any
)imension
undispUledinvoice
Data facilty
remàins
fo'Services
unØaid
wiD
beyo'nd
be invoiced
lis due date, CustDmer will.
pay COllection fees
request, Dimension Data will cocipe.rate, with
Customer's third party.leasingcompany to faciltale payment ofth.e Customer Order by
upon shipm.ent from the manufacture', Upon
primarily responsible arid liable for complete and. timely,ayment of the h~asing. company. Notwithstanding the foregoing, Custçimerremalns
all invoices issued hereunder. An'i Prowcts. delivered to.a Dimension Data facility for Services will be shipped to CU5tomerno later tha.n ten
(lO) days a.rter completion.of such'5elVice and Customershall accept delivery of all such Product, . . . . . '
5. SHIPPING AND DELIVERY. .AII shipments by Dimension Data .areF,O:B. urigin or as may be opplicable un:ler the International. Delivery term~!ielow, Title an:l risk of loss to Products shall pass to (ustomer
upDn delivery to the common carrii:r,. Customer is responsible for aU freight .handling and insurance charges which shall Je inàdçlition tD the price of the ProdLcts in the Quote. The carrier is not an.agent of
Dimensipn Data and in no event shall DlmeriiDn Data.ha'/e any liability far loss or
damage duringshipinent.Dimension D3ta shall
Custome.rs requested delivery. date~ and Cu;tomer acknowledges that any
endeavor to initi~te.shipmentand schedul~ deliveiy as close as possible to.
delivery datesprovidedby Dimension Dàta are estimates cnly, .Dimension Da ti shal' not be liab/efor any delay in delivery Qr for
failure to give notice of such delay, (!ustamer shall accept.anilpay for partial sfiipments ofproducts.. .. ...
6; SECURllY INTEREST; Customer hereby grants and Dime'nsion Oàt3 tetainsa security intereü in all Products
purchased hereunder. and such ¿ecurityinterest is released when payment in full is re:eilied by
Di~ënsion Data. ' .. . . .. . .
THE'ERMS AND CONDiTIONS SET FOIUH BELOW CONSriTUE THE fNTREAGRl:MENT BETENCllMENSiqNOATANORTH AMERICA, INC.. AND CUSTOMER WITH RESPECT
PARTY PRODUCTS OR SOFTARE ("PRODUCrS"i THIRD-PARTY MAIN'ENJlNCE SERVlCES (uMAL'I\lNaN¡ AND/OR DIMENSION DATA STAGING, INSTALUTIONAND/OR PACKAGED TO THE PURCHASE CONSULTli~G OF THIRD. SERVICES
. ("SERVICES") IDENnFIED IN THE ATTACHED DIMENSION DATA QUOTE UNleSS A SIGNED AND EFFECTVE WRITEN AGREEM'ENT FORniE PURCHASE OF SUCH PRODUCTS, MAINTENANCE: AND/OR SERVICES
IS IN EFFECT BETWEEN CUSTOMER AND DIMENSION DATA. IN THE EVNT
OF ACONFlICT8ETWEEN SUOi AN AGREEMENT AND THESE STANDARD TERMS.ANO CONDlTI::NS OF
SALE, SUCH AGREEMENT
SHA1~CONTROi. .. . : ... . . .
STANDARD TERMS AND CONDITiONS DF.5ALE