Resolutions - Jersey City

Dimension Data Pro¡iri~tary Confiden.tial
. ~tandard Ter.ms and Conêitions of Sale - Page 6 of G
Version 1211Da
16. GOVERNING LAW. All transactions made urider thisAgreementwil be governed by
the a~plicable state laws for the state of New York, excluding any conflict
dispute regardi~g :his Agreement shall be subject to .the exclusive jurisdiction of t~eapplicablecoiJrt in New York,
of laws rules thát ma'i apply in such state. Any
The United Nations Convention In ContractS forthe InternationalSale of
Each Party agrees to comply with tiie U..S. Foreign Corrupt'Practlces A:t (15 U.S.C 78(dd)(il et seq.. as the sime may be amended) and
Goods shall not apply,
with the an:i-bribery la..s and regulations of any other cOlintry having
jurisdiction over the transactions contemplated hereby. Cusl'mér adnowledges and agrees that it has the ability
to access each URL referenced iri any Quote.:ustomer waives any claims or defenses to the
.validi:y or enforceabilty of this Agreement arising from any electronk sùbrrissjon of it to Custooier. . . .
AsSet; Control. ' .
17. EXPORT ADMINISTRATION. .Each Part~ shällcompftwitli all relevant
export and sanctions: laws and regulations oflhe.United States to assure thai neither any so(tware deliverable, nor any
there~f.s (al exported or re-exported, directly or indirectly, in vio!aticn of any.
direct product
export laws, or Ib¡intende~.tei be used for any purposes prohibited by any export law.s, including without limitation, nuclear,
cheitcal, or biologicalweapons proliferation, or (ctmade available to any prohibited person orentity, as such terrns are defined under applicàble laWs. and regulations adm nistered by the U,S. ofFIce of Foreign
by DD Logistics atrees quoted at the time òf a request.' .
14. SOFTARE. Any softwarè delivered under this Agreement is subject to the lic.ense temís~rovided with it,
All software license terms are established directly between the Customer ~nd the O'Mer or
Hcensor of the software. Dimension Data is n.ot a partytcany such softare license. and makesnowarrantiesòrrepresenta.tions related
15. DO LOGISTCS PROOUCTORDERING SERVICE. Customer may pLrchase Dimension Data Product
to the ownerstiip, lIe or operation Jf the sóftware,
ordering servic.es ('DD'loglstlcs") for delivery of Products to locations
açlditbnal fee. DO Logistics is provided by a Dimension Cata affliate. DO Logistics rieludes theiollowing items; (1) recordirig orders (including serial numbers and purchase outside order valueslonto of the United Track Stales (order for an
tracking systemfo. International deliveries); (2) coordination of
cargo collection, ird1Jdlngcommercial invoices ¡tarif headiiigsprovided); (3) tracking and tracing of orders Irom shlpit)!'nt to delivery and the
updaling ofTrack; (4) feedback through entire commer~echain (e.g., 10lifjpitioit c:f early delivery, potential delays); (5) coordination of
information, applicable certificates and licer,ses; (6) collecting and upbading proof of delivery cetails onto Track; (7) reporting, inçluding customs global s.peiiding clearance reports, (as applicable),. asset reporting; ireluding (8) collection proviping a of single rele_ant point import of.
contact for all logiitics iriformation; (9) providing a single point of contact for all esialatíons; (10) arranging marine insurance based on applicable Incoterm 200; (ll)carriage Insurance (iiñléss prohibited by
. local regulations), freight, and delivery (subj~ct to applicable Irnot.irrn 2000); The DD.Logistics ree specifically excludes tre ci;st of import
shipment inspection costs, brokers' fees, and costsof other related requirements. Additional fes and requirements will epply if Customer (i) taxes i.s not and a duties, registered import importer registration in ¡h~. and destination iicensing country. fees, pre. and/or and post- (ii)
requires.use of freight forwarder not approvE.d by Dimension Data.Product.deliver to
certain countries is prohibited by United States law and some manufuctúrer policies, All risk of loss to ilny Products
delivered by Dimerysion Data pursuant to DD logistics shall pass to Cu;tomerupon delivery thereof to the a.reed ship to location or, if delivery is
loss wil pass to Customer upon "touth down" of the shipment at the Importation airport. .Logistics managenentservices fordead on
based on DOl! oéstination Airport Incqterm 2000. then all risk of
arrival (DOA)and/or return material authorizations (RMA) can be supplied
provider. Dimensbn Data is not a part to any.such thire part terms and conditions.. .
11: UMITATION OJ:. LIABILITY, NOTWITHSTANDING ANYHING ELSE HEREIN, ALL LIABiliTY OF DIMENSION DATA UNDEl THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO MONEY PAID TO i:MENSION
DATAUNDEfl THIS AGREEMENT DURING THESIX (6) MOIJTH PERIODPRECEDING lHE EVENT OR CIRCUMSTANCES GIVING RISE TO.S.UCH L1ABILlTHND.IN T.HECASEOF DAMAGES RELATING TOANYALLEGÉDlY
DEFECTVE PRODUCT SHALL, UNDER ANY lEGAL OR EQUrrABlE THEORY, BE FURTHER LIMITED TO THE pURCHASE PRICE PAID BY CUSTOMER FOR SUCH PRODU::, IN.NO EV,NT SHALL DIMENSION D,ITA BE
LJABL: FOR ANY INCIDENTAL OR CONSEQU8\TIAL DAMAGES;
LOST PROFITS, OR LOST DATA, Oft ANY OTHERINDIREGT DAMAGES EVE~ IF DIMENSION DATA HAS BEEN INFORMED Of TfiE POSSIBILITY THEREOF,
12, SERVICES. Customer maypurcha~e Dimension Data Services identified in a Quote. Custom project.baied service~ requireastarement.of work between the pa~ties and are not goverr.ed by these terms
and conditions. All prices for Services iri the attached Quote are based on work being performed during ncirm~1 business
hours (Monday through Friday), .security arrangements and access for Di~ension Data at
the Customer's bGition is the responsibility of Customer Service prices fçirinstallations assume Customer Fovidesa complete list of
commencement. Customer will notify Dimerision Data inwriting of cancellations o:s~heduled site visits no less than
the installation sites at least two (2) weeks prior to the Services .
five (S) business days 'prior to iuchscheduled site visit. Customer changes to the number of
devices/offce locations to be implemented 11ay result
in changes toprice.sand delivery requirements: other thanCusto11er Content Dimension Data retains ownership
inducing but not limited toall.methodologies, tools, techniques or softare, used.or developèd by Dimension Data during and asa result of'Serviæs provided hereunder. rights "Customer to all inteiieêtual Content" mean¡ propertY, the
.
specific da.ta that results from the delivery the of Serve and that is unique to the Customer, including Custcmer's systems design and configuraticn specifications and related reports.
13. MAiNTENANCE. Any Maintenanèe.reiòld by Dimension Datå hereunder, inc uding butnct limited. tnCisco SMARTrJ.et is subjectto the term, and conditions for such services identified by the ihird party
10. WARRANlY. Air Products and Maintenmce purchaied hereunder are subject
to the warranties p~ovided by the manufacturer. Dimensio';Datahereby trensfers to Cultomer ~uch transferable warranties
Dimension Data re:eives from the applicable m.anufacturer as legally permis.sible.. Dimension D,ta warrants that its Services will be performed
.conformingto generally accepted industry s:andardsand practices. Services are supported against defects in workmanship
by qualiAed indi~iduals in a.professional and workmanlike manner
for thirty :30) days after delivery. DIMENSIQN CATA MAKES NO WARRANTY AS TO
THE RESULTS OF A'J SERVICES PROVIDED. EXCEPT AS SõT FORTH IN THIS PARAGRAPH,ALL PRODUCTS AND MAINTENANCE ARE .PRCVIDED "AS IS" AND DIMENSION DATA DISCLAIMS ANY AND ALL
WARRANTIES AND REMEDIES,WHETHER EXPRESS OR IM?lIED, INCLUDING BUT NOT;L1MITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY ÄND FITNESS FOR A PARTICULAR PURP05E OR USE,
TITE AND NON-INFRINGEMENT, . . .. ... . . .