Terms and Conditions
Terms and Conditions
SOURCE, INC. - TERMS AND CONDITIONS OF SALE
Shipments of products or services performed by SOURCE, Inc. ("SOURCE," “Supplier”, "we," "our," or "us") to/for you, our customer (“customer”, “Customer” or “you”), are made subject to the terms and conditions of the applicable written contract between you and us, or, if no such separately executed contact exists, the acceptance of your order by us is EXPRESSLY CONDITIONAL UPON YOUR ASSENT TO THE ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS SET FORTH BELOW. If these terms and conditions are not acceptable to you, please notify us immediately by contacting one of our account representatives at 1.800.786.2358. You shall have deemed to have assented to the terms and conditions below in all respects by accepting any goods shipped by us to you and services performed or by your failure to give us prompt notice of any objections you may have to any of the terms and conditions set forth below.
SOURCE, Inc. is a vendor of new and recertified communications equipment, systems and software (hereafter the “Equipment”); and SOURCE, Inc. is also a provider of repair, maintenance, technical assistance, project management, asset management, storage and redeployment, and consignment program services (“Services”).
1. OFFER, SALES, and PRICES
SOURCE, Inc. agrees to offer for sale and to sell Equipment and Services as ordered or covered on Schedules for the prices and other terms and conditions unique to such offerings to the Customer at such locations as the Customer shall designate. The Customer shall initiate purchases for Equipment by issuing individual purchase orders, designating the product(s), types (i.e., new or recertified), quantities, prices and shipment dates quoted by Source and the destination(s) to which the Equipment is to be shipped. Additionally, if a system sale including installation, Customer and Source shall mutually agree to a scope of work (“SOW”) and service level agreement (“SLA”) governing such sale and it shall be documented on Source’s system sale quote form and signed by the Customer. Customer shall initiate work for Services based on the terms and conditions covered on any Schedules that may become part of this Agreement including any method mutually agreed by both parties.
2. AVAILABILITY of EQUIPMENT
Any order from the Customer for one or more items of Equipment shall be subject to acceptance by SOURCE, Inc. at its office in Dallas, Texas. All sales shall be deemed made in Texas. Under normal market conditions, the Equipment will be available for delivery to the Customer’s designated location within ten (10) business days after receipt and acceptance by SOURCE, Inc. of any purchase order for such Equipment, except for systems and software, unless SOURCE, Inc. and the Customer agree to a different shipping date prior to the acceptance of the purchase order by SOURCE, Inc. Whole systems and software availability shall subject to SOURCE, Inc. supplier’s time requirements to provide to SOURCE, Inc. allowing for reasonable time by SOURCE, Inc. to configure, load, and test such systems and software. If, due to unforeseen market conditions, the Equipment does not become available within one or the other of these delivery periods, SOURCE, Inc. will promptly provide the Customer with written notification of the delay, the reason for the delay, and the new anticipated delivery date. The Customer shall have five (5) business days from the receipt of such notice to cancel its purchase order by giving SOURCE, Inc. written notice of cancellation. In addition, if after accepting a purchase order, SOURCE, Inc. discovers that it cannot ship the Equipment on or before the shipping date, SOURCE, Inc. may cancel the purchase order upon written notice to the Customer at any time prior to five (5) business days preceding the shipment date. If either SOURCE, Inc. or the Customer elects to terminate the purchase order under these provisions, SOURCE, Inc. shall have no further liability to the Customer, except to refund any payments previously remitted by the Customer in connection with the applicable purchase order of such Equipment.
3. PRICE and DELIVERY
Products and services will be invoiced at the price and terms prevailing at time of order acknowledgement by SOURCE, Inc. and mutually agreed to by the Customer. All Prices published by SOURCE, Inc. on order acknowledgments, reorders or otherwise are subject to change upon notice and do not constitute quotations or offers. Prices do not include shipping charges or taxes unless specified otherwise by us. All prices are quoted FOB our warehouse and shall be shipped by one of the following means:
a. Shipments to Customer from SOURCE, Inc.'s warehouse to a destination within the continental U.S. will be shipped via ground carrier unless otherwise requested by Customer, FOB our warehouse. All shipping and handling fees will be prepaid by SOURCE, Inc. and billed to the Customer unless specified otherwise by SOURCE, Inc..
b. Shipments to Customer directly from the manufacturer will be shipped FOB the manufacturer. All shipping and handling fees will be based on the manufacturer's published rates and will be prepaid by SOURCE, Inc. and billed to Customer unless specified otherwise by SOURCE, Inc. If Customer request premium ground or air shipments inbound to SOURCE, Inc., then SOURCE, Inc. will bill the Customer directly for all such shipping and handling fees.
c. Shipments to Customer from SOURCE, Inc.'s warehouse to a destination outside the continental U.S. will be shipped via air carrier FOB SOURCE, Inc.'s warehouse. All shipping and handling fees will be prepaid by Customer unless specified otherwise by SOURCE, Inc. All special export handling fees will be billed to Customer. The export of materials to foreign countries may be subject to U.S. Government restrictions or approvals. The import of materials into foreign countries may also be subject to foreign country restrictions and approvals. Customer assumes total responsibility for adherence to restrictions and obtaining approvals.
Delivery to carrier at point of shipment shall constitute delivery to Customer and shall constitute acceptance by Customer of the goods covered herein under terms and conditions set forth herein, and Customer shall assume all risk for subsequent loss or damage. Unless specified otherwise, the shipment date specified by SOURCE, Inc. is only an approximate date. SOURCE, Inc. will use its reasonable efforts to arrange to have the products shipped at or near the date specified, but shall have no liability for late shipments. If you are not prepared to accept shipment on the scheduled shipping date, you must notify SOURCE, Inc. at least 10 days before the scheduled shipping date for stock and drop ship items to reschedule the shipment date. Otherwise, special handling charges will be assessed. All orders requesting net 30 day credit terms for shipments are subject to and contingent upon Customer having an established credit line with SOURCE, Inc. Otherwise, orders will have to be placed either on COD-Company Check terms or Customer provides us with a valid credit card number which we must first obtain a valid authorization number from the credit card company prior to shipment.
4. BILLING and PAYMENT to SOURCE, Inc.
Orders including systems, services, or software require a down payment of 50% in advance upon acceptance and execution of SOURCE, Inc.'s proposal for sales greater than: a) $100,000 if labor, project or services only, with no product included; or b) $250,000 if mixed proposal that includes both services and product such as hardware, software, or SSU’s. SOURCE, Inc. will direct its invoices for Equipment ordered by the Customer to such Customer payment processing centers as the Customer designates in writing. All SOURCE, Inc. invoices for Equipment shipped are net thirty (30), due and payable in full within thirty (30) days of the invoice date, which date shall not precede the date of shipment to the Customer. Any down payment received as discussed herein, shall be applied to the equipment and software invoices on a pro-rata basis on account. SOURCE, Inc. invoices Services upon completion of the work (except for certain asset management fees which are invoiced monthly such as receiving, storage, and redeployment of Customer owned equipment). Service invoices are due and payable net fifteen (15) days from the date of the invoice or as prescribed per Schedule attached. SOURCE, Inc. invoices shall include Equipment, accessories and service charges, applicable sales if shipped to Texas, Missouri, Oklahoma, California, Colorado and Florida (otherwise Customer shall be responsible for payment of any sales/uses taxes directly to the appropriate local/state authorities), freight and transit insurance charges in accordance with each purchase order submitted by the Customer and accepted by SOURCE, Inc. SOURCE, Inc. reserves the right to pursue whatever legal process is appropriately available in the event that the Customer fails or refuses to pay an invoice in accordance with its terms.
5. WARRANTIES (Subject to Section 6 Warranty Limitations)
(a) New Equipment of Any Kind Installed by the Customer
For new hardware and software with an original equipment manufacturer’s warranty installed by Customer, Customer assumes total responsibility for the proper selection, installation, operation, and maintenance of new equipment installed by Customer unless otherwise specified and agreed to in writing by both parties such as a written contract governing that specific sale of equipment. All new equipment and software and parts refurbished by the manufacturer carry the original equipment manufacturer’s warranty only.
Please see manufacturer's links below or call your Source sales representative for information on specific products.
All new hardware and software installed by SOURCE, Inc. carries the original manufacturer’s warranty, plus a ninety (90) day SOURCE, Inc. installation workmanship warranty unless otherwise stated in a purchase order. All new equipment, parts refurbished by the manufacturer and software carry the original equipment manufacturer’s warranty. SOURCE, Inc. provides an installation workmanship warranty of 90 days from date of installation of equipment sold to customer and installed by SOURCE, Inc. defined as the first full day the newly installed equipment carries live traffic for the Customer. If a customer has a failure in the first 90 days after initial installation, and if necessary, SOURCE, Inc. will dispatch a technician to resolve the problem Monday – Friday during normal business hours of 8:00 a.m. to 5:00 p.m. CST (“normal business hours”). Should a customer have a requirement after the 90 day labor warranty period has expired, the customer would be billed at SOURCE, Inc.'s standard labor rates unless the customer has signed an extended SOURCE, Inc. maintenance agreement that as part of the Services offered by SOURCE, Inc.
(c) Customer Owned Systems De-installed or Received by SOURCE, Inc.
SOURCE, Inc. provides de-installation and redeployment coordination services upon request. However, Customer-owned systems and/or equipment de-installed, received or otherwise picked up from Customer’s site for redeployment or storage is not covered by any of SOURCE, Inc.'s warranties unless customer has subsequently paid for full repair service or purchased an extended warranty from SOURCE, Inc. By virtue of SOURCE, Inc. testing the equipment only and it testing good, does not create any warranty obligation from SOURCE, Inc. or guarantees on its future performance. Additionally, SOURCE, Inc. does not provide any warranties whatsoever on the de-installation work and only warrants any re-installation work under its standard 90 day workmanship warranty as described above. Any problems with existing Customer owned equipment which may occur after installation of any kind is not covered under any SOURCE, Inc. warranties of any kind and Customer and should a Customer have a requirement after the 90 day labor warranty period has expired, the Customer would be billed at SOURCE Inc.'s standard labor rates. Only additional equipment purchased from SOURCE, Inc. or fully repaired by SOURCE, Inc. receives the standard warranties.
(d) Voice over IP Applications (VoIP)
Voice over IP (internet protocol) applications and installations sold and installed by SOURCE, Inc. will not be covered under any SOURCE, Inc. provided warranty without a SOURCE, Inc. Approved Network Assessment on file. Problems caused by unapproved changed to the Customer’s network after SOURCE, Inc. network assessment was completed that effect VoIP applications will be the responsibility of the customer and will be addressed on a time and material rate billable to and payable by the Customer.
(e) Repair of Customer Owned Equipment, Technical Assistance, Asset Management and Other Services.
Specific limited warranties related to these types of Services shall be part of the terms and conditions per attached Schedules. Each of those types of Services has their own unique warranties provisions and SLA’s.
(f) SOURCE, Inc. Refurbished Equipment Sold
Except as otherwise described under Warranty Limitations contained in these Terms and Conditions of Sale, SOURCE, Inc. warrants to the Customer that all SOURCE, Inc. refurbished equipment, components and parts ("products") are free from defects in material and workmanship under normal use and service. SOURCE, Inc. obligation and Customer's sole remedy under this warranty is limited to the repair and replacement of any SOURCE, Inc. products that are determined to be defective. SOURCE, Inc. refurbished desk top phone sets carry a limited lifetime warranty (excludes wireless handsets) while all other SOURCE, Inc. refurbished equipment sold carry a one year advance replacement warranty. All such claims must provide the SOURCE, Inc. bar code numbers of the products purchased as evidence of the date of original shipment. Any removal of the SOURCE, Inc. bar code from the product voids all warranties. On refurhished items carrying the one year warranty, the SOURCE, Inc. warranty does not extend for an additional one year from the date of the shipment of a replacement for a defective product. THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED AND DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF SOURCE. No person, including any dealer, agent or representative of SOURCE, Inc., is authorized to assume for SOURCE, Inc. any other liability on its behalf except as set forth herein. This warranty is effective when the Customer who purchased defective product notifies Source and said product(s) are acknowledged by SOURCE, Inc. to be defective in material and workmanship. If the defect has been caused by misuse or abnormal operating conditions (as, for example, connecting the products to equipment with which it is not compatible), repairs and/or replacements will be billed to Customer's account. In such event, an estimate of cost will be submitted before the work is performed. If the products are found to meet their applicable specifications, SOURCE, Inc. may make a nominal charge for evaluating the products, including any travel and subsistence expense that may be applicable. SOURCE, Inc., in its sole discretion, may provide an Advance Replacement for any product item(s) that are to be returned for warranty work, but only if a Return Authorization (RA) has been issued for the item(s) that are to be returned under warranty. An invoice charge will be made for Advance Replacement(s), which will be credited upon receipt of the item(s) returned for warranty work. Non-payment of any invoice rendered within the stated payment terms automatically suspends any warranty or guarantee expressed or implied.
(g) Change Order Procedures.
In the event that Customer requests to change the scope of the Services provided pursuant to this Agreement, Source shall prepare and deliver to Customer within five (5) business days a proposed Change Order detailing the impact the change will have on the timeline for delivery of the Services and an estimate of the additional fees and expenses that will be incurred in connection therewith. The Parties shall execute a Change Order prior to implementation of any change to the scope of Services.
6. WARRANTY LIMITATIONS
New equipment, third party software or manufacturer refurbished components and parts sold with a manufacturer's warranty are not provided with the SOURCE, Inc. one year limited warranty as the manufacturer's warranty has been passed through by SOURCE, Inc. to the Customer. SOURCE, Inc.'s obligation and Customer's sole remedy under the manufacturer’s warranty is limited to the replacement of any new part which, to its satisfaction, finds to be defective. All such claims must be presented to SOURCE, Inc. within the warranty time frame granted by the manufacturer from the date of the original shipment of the products claimed to be defective. The claim must provide the SOURCE, Inc. bar code numbers of the products purchased as evidence of the date of original shipment or the manufacturer serial number. SOURCE, Inc. cannot and does not warrant or accept any responsibility in connection with any of its products to which the SOURCE, Inc. bar code is not affixed, or for products that have been repaired or altered outside of SOURCE, Inc. facilities, unless SOURCE, Inc. specifically authorizes such repairs or alteration. Moreover, the SOURCE, Inc. warranty is void if the Customer uses parts not provided or recommended by SOURCE, Inc. in any product sold by SOURCE, Inc.
7. Conditions Beyond Control of SOURCE, Inc.
All offers of any kind are made and all orders are accepted subject to applicable regulations, orders, directives and restrictions of government agencies and/or the manufacturers (if new equipment) that may be in effect from time to time. SOURCE, Inc. will not be liable for any delay in the performance of orders or contracts, or in the delivery for shipment of goods, or for any damages suffered by Customer by reason of such delay, when such delay is directly or indirectly caused by the Customer or in any manner arises from fires, floods, accidents, acts of God, war governmental interference, embargoes, strikes, labor difficulties, shortages of labor, fuel, power, materials or supplies, transportation delays or any other cause (whether or not similar in nature to any of the foregoing causes) beyond SOURCE, Inc. control. In any of the foregoing events of delay, SOURCE, Inc. may, at its option, make deliveries ratably with reference to itself and all customers. The inability to make a delivery on the due date for any of the foregoing reasons of delay shall, at the option of SOURCE, Inc., excuse SOURCE, Inc. for all time from making such delivery, or extend the time of delivery equal to the delay caused by the occurrence of any of the foregoing events.
A "Return Authorization" (RA) number, technical description, and identifying bar codes are required for any products returned to SOURCE, Inc., whether the return is for warranty work, out-of-warranty repair, or for replacement due to an erroneous shipment made by SOURCE, Inc. RA numbers are obtained from the SOURCE, Inc. Customer Service Center, and must be placed on the box containing the products, and any paperwork accompanying the return. Returns for in-warranty work or replacement are subject to the notification requirement set forth in Section 8. When a product is being returned for out-of-warranty repair, a purchase order for repair work is required by SOURCE, Inc. prior to Customer's shipment of the returned product. SOURCE, Inc. will quote a separate repair or replacement price prior to the issuance of the purchase order and RA number. If a Customer orders the wrong product, SOURCE, Inc. will replace it with the correct product if within 10 working days of its receipt from SOURCE, Inc., the Customer returns the wrong product unused and in its original package. In accordance with paragraph 5 below, the Customer agrees to pay a charge equal to 20 percent of the purchase price for equipment originally purchased. All unidentifiable packages (i.e., product packages returned without an RA) that arrive at the SOURCE, Inc. receiving dock will be returned to the customer at the customer's expense.
9. SALES FINALITY
All sales are final, except those for which SOURCE, Inc. issues a Return Authorization within 30 days of the shipping date. SOURCE, Inc. will accept erroneous shipments for return and credit. When, however, the error results from an erroneous order of the Customer, SOURCE, Inc. will exchange the products and adjust the price, but will not issue credits that would otherwise terminate the transaction. Special order products cannot be returned under any circumstances unless the product was ordered at the recommendation of SOURCE, Inc. provided Customer has not changed its scope of needs and a project after such recommendation was made by SOURCE, Inc.
In addition to the price specified for the products, customer shall pay directly or reimburse SOURCE, Inc. for all taxes, including tariffs or duties, imposed on or with respect to the sale, delivery, use or other handling of the goods sold hereunder, except taxes levied on SOURCE, Inc.'s net income. Customer shall not be responsible for taxes for which it possesses a valid exemption certificate acceptable to the applicable taxing authority and on file with SOURCE, Inc.'s prior to order acceptance.
11. CANCELLATION CHARGES
Purchases cannot be cancelled after they are shipped. SOURCE, Inc., in its sole discretion, may elect to honor requests for purchase cancellations after shipment, but in that event Customer hereby agrees to pay a restocking fee equal to twenty (20) percent of the purchase price of the products returned for cancellation plus freight and handling charges, if any. Customer understands and agrees that the above charges are reasonable in light of the anticipated or actual harm to SOURCE, Inc., the difficulties of proof of loss and the inconvenience of otherwise obtaining a judgment arising from the cancellation of a purchase after shipment.
12. MANUFACTURER'S SOFTWARE LICENSES
SOURCE, Inc. warrants that it will transfer and assign as applicable based on Manufacturer terms and conditions to Customer any manufacturer’s intellectual property licenses it receives from the manufacturers provided under this Agreement, conveying to Customer a personal and non-exclusive right of software use with such Equipment; and SOURCE, Inc. further warrants, and agrees to indemnify, save and hold harmless the Customer from any and all liability, including reasonable attorneys fees, for third party claims of patent or copyright infringement growing out of the use of said intellectual property. Such conveyances of a manufacturer’s warranty and/or software licenses may not apply in the case of used and recertified Equipment purchased by the Customer, in which event the Customer’s sole warranty will be that provided by SOURCE, Inc. hereunder.
For Avaya products, end user agrees to comply with and be bound by the Avaya Software License Terms as posted at http://support.avaya.com/LicenseInfo.
13. INDEMNIFICATIONS and LIMITATION of LIABILITY
Subject to the limitations set forth in Sections 6 and 7, SOURCE, Inc. and the Customer each agree to protect, defend, indemnify and hold the other and the other’s successors, directors and officers harmless from any loss, liability, damage, cost or expense (including reasonable attorneys’ fees and other expenses of litigation) caused by, arising out of, or resulting from any intentional or negligent act or omission of the party of the indemnifying party, its officers, directors or employees in the performance of, or the failure to perform this Agreement. CUSTOMER ACKNOWLEDGES THAT, EXCEPT FOR THE EXPRESS LIMITED WARRANTY OF MATERIAL AND WORKMANSHIP SET FORTH IN SECTION 7 OF THIS AGREEMENT, SOURCE, INC. HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT’S MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER OR NOT SUCH PURPOSE IS KNOWN BY OR DISCLOSED TO SOURCE, INC. THE TOTAL LIABILITY OF SOURCE, INC., WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, OR STRICT LIABILITY IN TORT OR OTHERWISE, IS LIMITED TO THE PRICE OF THE PARTICULAR EQUIPMENT SOLD HEREUNDER WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. IN NO EVENT SHALL SOURCE, INC. BE LIABLE TO THE CUSTOMER FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERICAL LOSS, LOST PROFITS OR BUSINESS EXPECTANCY DAMAGE, TOLL FRAUD OR ANY UNAUTHORIZED USE, AND REGARDLESS OF WHETHER SUCH CLAIMS ARISE IN CONTRACT, TORT OR OTHERWISE.
14. INTELLECTUAL PROPERTY INFRINGEMENT
SOURCE, Inc. shall indemnify, defend and hold Customer, Customer Representatives, successors and permitted assigns harmless from and against any and all Damages that arise from or relate to any and all claims made or threatened by any third party that the products or Services furnished and used within the scope of this Agreement and any Statement of Work infringe or violate a patent, copyright, trademark, trade secret or other intellectual property right of a third party.
SOURCE, Inc. shall have no liability for any claim based on: (a) use of the products or Service outside the scope of this Agreement and/or Statement of Work; (b) the combination, operation, or use of the products or Service furnished or authorized under this Agreement and/or Statement of Work with software, hardware, or other materials not furnished or authorized by SOURCE, Inc. or reasonably anticipated by the applicable Statement of Work if such infringement would have been avoided by the use of the products or Service without such software, hardware or other materials; or (c) any modification by Customer of the products or Service not made or authorized in writing by SOURCE, Inc.
In the event products or Service is held to infringe, or is believed by SOURCE, Inc. to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Source shall have the option within a commercially reasonable period of time, at its expense, to: (a) modify the products or Service to be non-infringing while maintaining functionality and/or performance equal to or better than the original products or Service; (b) obtain for Customer a license to continue using the products or Service, or (c) replace the products or Service with a non-infringing products or Service with functionality and/or performance equal to or better than the original products or Service.
15. SOURCE, Inc. Personnel & Use of Subcontractors
- All SOURCE, Inc. personnel are screened and background checked prior to hiring which includes statewide and county criminal including multi-jurisdictional checks. Education is verified to last degree obtained as well as 7 years back on employment verification. SOURCE, Inc. utilitizes E-Verify for all I-9 US citizenship information. Additionally, all new applicants must past a drug screening test for use of illegal drugs. On a per occurrence basis, SOURCE, Inc. reserves the right with its employees, to perform tests again on an as needed basis. SOURCE, Inc. may subcontract or otherwise delegate its obligations under this Agreement or any Purchase Order. SOURCE, Inc. requires all of its subcontractors to provide assurance that any of its personnel who may be used at a SOURCE, Inc. customer site must also have gone through these background and drug screening checks. Additionally, each is required to show proof of insurance including the required statutory workers compensation in the state services shall be supplied onsite. However, SOURCE, Inc. shall remain responsible for obligations performed by subcontractors to the same extent as if such obligations were performed by SOURCE, Inc. shall be solely responsible for any and all costs and other liabilities owing to the subcontractor. Use of any subcontractor shall not result in any increased cost or liability to any Purchaser, shall not relieve SOURCE, Inc. of any of its obligations hereunder or under any Purchase Order and shall not result in any extension to delivery dates or other time schedules. SOURCE, Inc. shall be each Purchaser’s sole point of contact regarding the Products and the Services for subcontractors directly engaged by SOURCE, Inc. SOURCE, Inc. will provide to Customer any documents reasonably requested by Customer, except as prohibited by law, to verify that these obligations have been performed. In addition, Customer may, upon reasonable cause to believe that circumstances may have changed since the date of the original background checks or for other lawful reason, require that such background check(s) described above be refreshed from time to time.
SOURCE, Inc. shall maintain complete and accurate records of and supporting documentation regarding provision of the Products and Services, including the amounts billable to and payments made by each Purchaser hereunder in accordance with generally accepted accounting principles applied on a consistent basis, and shall retain such records for threeyears after final payment. SOURCE, Inc. agrees to provide each Purchaser with documentation and other information with respect to the Products, the Services, and each invoice as may be reasonably requested by such Purchaser to verify accuracy and compliance with the provisions of this Agreement and each Purchase Order.
17. USE RESTRICTIONS
The copyright in all material provided on this Site is held by SOURCE, Inc. or by the original creator of the material. Except as stated herein, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of SOURCE, Inc. or the copyright owner. Permission is granted to display, copy, distribute and download the materials on this Site for personal, non-commercial use only provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. This permission terminates automatically if you breach any of these terms or conditions. Upon termination, you will immediately destroy any downloaded and printed materials. You also may not, without SOURCE Inc.'s permission, "mirror" any material contained on this Site on any other server. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
18. GOVERMENT RESTRICTED RIGHT
The materials on this Site are provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of SOURCE Inc.'s proprietary rights in them.
The trademarks, service marks, and logos (the "Trademarks") used and displayed are registered and unregistered Trademarks of SOURCE, Inc. and other third parties. Nothing in these terms and conditions should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed, without the written permission of the Trademark owner. SOURCE, Inc. aggressively enforces its intellectual property rights to the fullest extent of the law. The name of SOURCE, Inc. or the SOURCE, Inc. logo may not be used in any way, including in advertising or publicity pertaining to distribution of materials of any kind, without prior, written permission. SOURCE, Inc. prohibits use of the SOURCE, Inc. logo as a "hot" link to any SOURCE, Inc. site unless establishment of such a link is approved in advance by SOURCE, Inc. in writing.
20. INTELLECTUAL PROPERTY RIGHTS
Customer's intellectual property rights, if any, in any of the purchased goods including any hardware, software, or firmware, are derived from and shall be subject to the intellectual property rights of SOURCE, Inc.'s manufacturers or suppliers, including the terms of any licenses restricting use, duplication, or resale.
21. OUR TRANSMISSIONS
Any material, information or idea you transmit to or post on this Site by any means will be treated as non-confidential and non-proprietary, and may be disseminated or used by SOURCE, Inc. or its affiliates for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under the law.
22. TERMS and CONDITIONS of SALE and USE of SITE REVISIONS
SOURCE, Inc. may at any time revise these Terms and Conditions of Sale or Use of Site sections by updating this posting. By using this Site, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current Terms and Conditions of Sale and Use of Site sections to which you are bound.
23. MODIFICATION and INTERPRETATION
Except as may otherwise be specifically provided herein, this document contains the whole agreement between the customer and SOURCE, Inc., may not be modified except in writing and signed by customer and SOURCE, Inc., and shall be interpreted and construed in accordance with the laws of the State of Texas, without regard to choice of law provisions, statutes, regulations or principles of this or any other jurisdiction. The U.N. Convention on Contracts for the International Sale of Goods shall not apply.
Waiver by SOURCE, Inc. of any default of obligation of customer or waiver by SOURCE, Inc. of any terms or conditions herein shall not affect SOURCE Inc.'s rights or remedies with regard to any subsequent default by or obligation of customer and shall not be deemed to be a waiver of any other term or condition contained in this agreement or in any other agreement by customer. The failure of SOURCE, Inc. to deliver goods specified herein during any period hereof shall not be a breach hereof as to future deliveries. Any dispute arising out of any transaction between Customer and Source shall be resolved by and submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association to be held in Dallas County, Texas, unless Customer and SOURCE, Inc. agree to another location. Each party shall bear its own arbitration costs except that a party seeking discovery shall reimburse the other for costs of document production. The parties shall equally split arbitrator fees. No claim and demand for arbitration or cause of action which arose out of an event or events which occurred more than two years prior to the filing of a demand for arbitration alleging a claim or cause of action may be asserted by either Customer or SOURCE, Inc. against the other party.