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.
1. MINIMUM ORDERS
Source requires a $100 initial order for in stock items from new customers. A $50 minimum amount per order is required for established customers unless waived by Source. Orders below the minimums listed above are subject to additional service charges.
(a) PRODUCTS OF ANY KIND INSTALLED BY CUSTOMER
HARDWARE & SOFTWARE WARRANTY (One year advance replacement on SOURCE refurbished equipment or for new hardware and software, the manufacturer’s warranty as a pass through)) Customer assumes total responsibility for the proper selection, installation, operation, and maintenance of all products purchased unless otherwise specified and agreed to in writing by both parties such as a written contract governing that specific sale of equipment. No labor warranties of any kind shall apply including but not limited to technical assistance by phone or dispatch of either personnel or sub-contractors to provide on-site help to remove or change out any such parts claimed to be defective by the customer. Subject to the terms in Sections 5, 6, & 7, Source refurbished equipment carries a one year advance replacement parts warranty. All new equipment, parts refurbished by the manufacturer and software 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.
(b) PRODUCTS INSTALLED BY SOURCE, INC.
Subject to the terms and limitations in Sections 5, 6, and 7 below, Source, Inc. provides the following labor support and product warranties for products installed by Source, Inc.:
HARDWARE, SOFTWARE AND LABOR WARRANTY (one year advance replacement on Source refurbished or for new hardware and software, the manufacturer's warranty as a pass through plus a 90 day Source installation workmanship warranty unless otherwise stated). SOURCE refurbished equipment carries a one year advance replacement warranty. All new equipment, parts refurbished by the manufacturer and software carry the original equipment manufacturer's warranty. Source provides a 90 day labor warranty starting with the date the system carries live traffic or is accepted by the Customer, which ever date is earlier. Acceptance is defined as the earlier of either receipt of written acceptance by SOURCE from the customer or if by the end of the first full day after the system has carried live traffic the customer has not notified Source in writing of any major problem. If a customer has a failure in the first 90 days after initial acceptance, if necessary, SOURCE 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's standard labor rates unless the customer has signed an extended Source maintenance agreement. Please visit www.source.com for more information on SOURCE's maintenance support services.
Please see manufacturer's links below or call your SOURCE sales representative for information on specific products regarding manufacturer or distributor warranties on new equipment and software. Please note that some of these warranties are unique in approach such as Avaya's software warranty policy which states that its warranty period starts on the 1st day of the following calendar month after shipment from SOURCE's supplier/distributor, not when the system is actually installed.
(c) Customer Owned Systems De-installed or Received by SOURCE ~ SOURCE 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's warranties unless customer has subsequently paid for full repair service or purchased an extended warranty from SOURCE. By virtue of SOURCE testing the equipment only and it testing good, does not create any warranty obligation from Source or guarantees on its future performance. Additionally, SOURCE 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 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's standard labor rates. Only additional equipment purchased from Source or fully repaired by SOURCE receives the standard warranties.
(d) Voice over IP Applications (VoIP) ~ Voice over IP (internet protocol) applications and installations sold and installed by SOURCE will not be covered under any SOURCE provided warranty without a SOURCE Approved Network Assessment on file. Problems caused by unapproved changed to the customer's network after SOURCE's 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.
3. PRICE AND DELIVERY
Unless the price and terms have been specified by the parties, products covered by this order will be invoiced at the price and terms prevailing at time of order acknowledgement by Source. All Prices published by SOURCE 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:
- Shipments to you from our warehouse to a destination within the continental U.S. will be shipped via ground carrier unless otherwise requested by you, FOB our warehouse. All shipping and handling fees will be prepaid by us and billed to you unless specified otherwise by us.
- Shipments to you 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 us and billed to you unless specified otherwise by us. If you request premium ground or air shipment inbound to Source, then we will bill you directly for all such shipping and handling fees.
- Shipments to you from our warehouse to a destination outside the continental U.S. will be shipped via air carrier FOB our warehouse. All shipping and handling fees will be prepaid by you unless specified otherwise by us. All special export handling fees will be billed to you. 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 you and shall constitute acceptance by you of the goods covered herein under terms and conditions set forth herein, and you shall assume all risk for subsequent loss or damage. Unless specified otherwise, the shipment date specified by us is only an approximate date. Source 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 at least 5 work 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 your having an established credit line with us. Otherwise, orders will have to be placed either on COD-Company Check terms or you provide us with a valid credit card number which we must first obtain a valid authorization number from the credit card company prior to shipment. Note: Sales involving systems & software require down payments in advance as discussed in Section 4 below.
4. INVOICING/PAYMENT TERMS
All equipment and software is invoiced upon shipment and system sales greater than $50,000 also require a down payment in advance of 50% for the total of all hardware, software and professional services upon execution of the system sale proposal by customer. Hardware and software is invoiced upon shipment while implementation/professional services are invoiced upon acceptance as defined in Section 2. A prorated potion of the down payment will be applied to each equipment and software invoice and the customer shall be responsible for payment on the balance of such invoices within 30 days of invoice date regardless of whether acceptance has occurred yet. Service invoices, invoiced upon acceptance, shall be due and payable within 15 days of the invoice date. Overdue accounts will be assessed late charges of 1.5% per month, or at the maximum rate allowable by law in the state of customer's principal place of business, whichever is lower. Source reserves the right to withhold shipment to customers with past due balances. If at any time the financial responsibility of customer shall become impaired or unsatisfactory to SOURCE, cash payment or satisfactory security on or before delivery may be required.
5. CONDITIONS BEYOND CONTROL OF SOURCE
All quotations 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 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 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's control. In any of the foregoing events of delay, SOURCE 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, excuse SOURCE 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.
6. SOURCE REFURBISHED ONE YEAR LIMITED WARRANTY
Except as otherwise described under Warranty Limitations contained in these Terms and Conditions of Sale, SOURCE warrants to the Buyer that all SOURCE equipment, components and parts ("products") are free from defects in material and workmanship under normal use and service. SOURCE's obligation and Buyer's sole remedy under this warranty is limited to the repair and replacement of any SOURCE products that SOURCE, to its satisfaction, finds to be defective. All such claims must be presented to SOURCE within one year from the date of the original shipment of the products claimed to be defective. The claim must provide the SOURCE bar code numbers of the products purchased as evidence of the date of original shipment. The SOURCE 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. IN NO EVENT SHALL SOURCE BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE, OR FOR ANY BREACH OF WARRANTY IN AN AMOUNT EXCEEDING THE NET SELLING PRICE OF ANY DEFECTIVE PRODUCTS. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. No person, including any dealer, agent or representative of SOURCE, is authorized to assume for Source any other liability on its behalf except as set forth in these Terms and Conditions of Sale. This warranty is effective when the Buyer of a defective product notifies Source and said product(s) are acknowledged by Source 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 Buyer'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 may make a nominal charge for evaluating the products, including any travel and subsistence expense that may be applicable. SOURCE, 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.
7. 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 one year limited warranty as the manufacturer's warranty has been passed through by Source to the Buyer. SOURCE's obligation and Buyer'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 within the warranty time frame granted by the manufacturer (see manufacturer web links in Section 2 above) from the date of the original shipment of the products claimed to be defective. The claim must provide the SOURCE bar code numbers of the products purchased as evidence of the date of original shipment or the manufacturer serial number. SOURCE cannot and does not warrant or accept any responsibility in connection with any of its products to which the SOURCE bar code is not affixed, or for products that have been repaired or altered outside of SOURCE's facilities, unless Source specifically authorizes such repairs or alteration. Moreover, the SOURCE warranty is void if the Buyer uses parts not provided or recommended by SOURCE in any product sold by SOURCE.
A "Return Authorization" (RA) number, technical description, and identifying bar codes are required for any products returned to Source, whether the return is for warranty work, out-of-warranty repair, or for replacement due to an erroneous shipment made by SOURCE. RA numbers are obtained from the SOURCE 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 6. When a product is being returned for out-of-warranty repair, a purchase order for repair work is required by Source prior to Buyer's shipment of the returned product. SOURCE will quote a separate repair or replacement price prior to the issuance of the purchase order and RA number. If a Buyer orders the wrong product, SOURCE will replace it with the correct product if within 10 working days of its receipt from SOURCE, the Buyer returns the wrong product unused and in its original package. In accordance with paragraph 5 below, the Buyer 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 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 issues a Return Authorization within 30 days of the shipping date. SOURCE will accept erroneous shipments for return and credit. When, however, the error results from an erroneous order of the Buyer, SOURCE 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.
In addition to the price specified for the products, customer shall pay directly or reimburse SOURCE 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'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 prior to order acceptance.
11. CANCELLATION CHARGES
Purchases cannot be cancelled after they are shipped. SOURCE, in its sole discretion, may elect to honor requests for purchase cancellations after shipment, but in that event Buyer 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. Buyer understands and agrees that the above charges are reasonable in light of the anticipated or actual harm to Source, the difficulties of proof of loss and the inconvenience of otherwise obtaining a judgment arising from the cancellation of a purchase after shipment. Special Order products and software cannot be cancelled 24 hours after SOURCE has place its purchase order with its supplier and therefore if allowed by SOURCE, cancellation charges to the customer will be determined by the amount of out of cost incurred by SOURCE instead of a 20% restocking fee.
12. USE RESTRICTIONS
The copyright in all material provided on this Site is held by SOURCE 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 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'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.
13. U.S. GOVERNMENT RESTRICTED RIGHTS
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's proprietary rights in them.
The trademarks, service marks, and logos (the "Trademarks") used and displayed are registered and unregistered Trademarks of SOURCE 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 aggressively enforces its intellectual property rights to the fullest extent of the law. The name of SOURCE, Inc. or the SOURCE 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 prohibits use of the SOURCE logo as a "hot" link to any SOURCE site unless establishment of such a link is approved in advance by SOURCE in writing.
15. 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's manufacturers or suppliers, including the terms of any licenses restricting use, duplication, or resale.
16. 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 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.
17. TERMS AND CONDITIONS OF SALE AND USE OF SITE REVISIONS
SOURCE 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.
18. MODIFICATION AND INTERPRETATION
Except as may otherwise be specifically provided herein, this document contains the whole agreement between the customer and SOURCE, may not be modified except in writing and signed by customer and SOURCE, 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 of any default of obligation of customer or waiver by SOURCE of any terms or conditions herein shall not affect SOURCE'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 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 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 against the other party.