Terms & Conditions
In consideration of the promise of Source Inc. Incorporated of Missouri (dba Source Inc.) to sell the products (the Products) and the services (the “Services”) identified in the Quote attached hereto (the “Quote”), you, the purchaser of the Products or Services, and any party to whom you sell, lease, or otherwise provide the Products and Services to (the “Purchaser), acknowledge and agree to the following Terms and Conditions (these “Terms and Conditions”):
1. Application of Terms and Conditions
1.1. Source Inc.'s agreement to supply the Products and/or Services is specifically made conditional upon Purchaser's agreement to these Terms and conditions.
1.2. The Quote and these Terms and Conditions shall constitute the entire Agreement (this “agreement”) between the parties and shall be to the exclusion of all other agreements, promises, proposals, and quotations pertaining to the Services.
1.3. Purchaser signifies by signing and/or accepting the Quote that it has read and understands these Terms and Conditions and agrees to be bound thereby.
2. Sale of Goods.
2.1. Source Inc. hereby sells to Purchaser and Purchaser hereby purchases from Source Inc. the Products and/or Services described in the Quote attached hereto.
2.2. If you purchase a SiMS (Source, Inc Managed Services, it will continue under this Agreement for the length of the Plan you've selected (e.g. monthly, annual, tri-annual, etc.), and will automatically renew for additional periods of the same plan length, or on a monthly basis, or for the length described in the offer you select, at the rates in effect at that time, unless you cancel it. Cancellation must be sent to firstname.lastname@example.org and received in writing 30 days before end of the term.
3. Purchaser Price.
3.1. Purchaser shall pay to Source Inc. for the Products and/or Services and for all obligations specified herein, as full, and complete consideration therefore, the Purchaser Price, described in the Quote attached hereto, (the “Purchase Price”) in accordance with the following:
3.2. Price Quotations. Prices provided in any quote shall be valid for thirty (30) days only unless otherwise specified by Source Inc. in the quote.
Shipping: The Purchase Price is exclusive of Source Inc.'s charges for packaging and transport. Purchaser shall pay the cost of all packaging and transportation costs. Source Inc. reserves the right to adjust the cost of shipping charged to Purchaser from what was that stated in the quote to reflect to the actual amounts incurred by Source Inc.
3.3. Taxes The Purchase Price is exclusive of any applicable value added tax, excise tax, sales tax, or other assessment of a similar nature which are imposed or charged with respect to the Services. Purchaser shall be liable of the cost of any such taxes and assessments or must provide Source Inc. with a tax exemption certificate acceptable to the applicable taxing authorities.
4.1. Purchaser will pay each invoice in full within thirty (30) days of the date of the invoice, and shall be made by wire transfer in U.S. dollars to an account designated by Source Inc. or by Credit Card, Check, Electronic Fund Transfer (EFT), or as otherwise agreed to in writing by Source Inc. Source Inc. reserves the right at any time to change terms of payment, withdraw credit or require prior payment, letter of credit, or payment upon delivery when, in the opinion of Source Inc., the financial condition or payment record of Purchaser may warrant such change. Should any payment from Purchaser become past due, Source Inc. shall be entitled, with ten (10) notice, to suspend performance under this Agreement until such amounts due have been paid.
4.2. Inters. Any amounts payable by Purchaser under this Agreement that remain unpaid after the due date will be subject to a late charge equal to the lesser of one and one-half percent per month (1.5%) and the maximum rate allowable by law from the due date until such amount is paid.
4.3. Purchaser will pay all amounts due to Source Inc. in U.S. Currency, unless otherwise agreed. Source Inc. and Purchaser will arrange for such payment to be made in a mutually convenient manner as agreed between them from time to time.
4.4. All payment terms will be subject to credit approval.
5. Risk of Loss.
5.1. Source Inc. carries Transit Insurance Coverage covering specific instances where loss or damage occurs when property is shipped from Source Inc.'s premises in the Care of Carriers for Hire. Purchaser bears all risk of loss associated with the Product separate from specific instances covered by Source Inc.'s Transit Insurance Coverage and is advised that it should obtain insurance covering the Product for all other instances. With Source Inc.'s Transit Insurance Coverage, the Purchaser agrees and understands that the insurance carrier may nonetheless deny a claim and Source Inc. does not guarantee any refund or replacement of the Product
5.2. Failure to Take Delivery. If Purchaser fails to take delivery of the Product or any part of them upon delivery and/or fails to provide any instructions, documents, licenses, consents, or authorizations required to enable the Product to be delivered, Source Inc. shall be entitled, upon giving written notice to Purchaser, to store or arrange for the storage of the Product and risk in the Product shall remain with Purchaser and Purchaser shall pay to Source Inc. all costs and expenses including storage and insurance charges arising from such failure. Notwithstanding Purchaser's failure to take delivery, Purchaser shall still be obligated to perform under this Agreement.
6.1. Source Inc. does not accept returns for ANY Products and/or Services without prior management approval. Source Inc. reserves the right to deny returns at its sole discretion.
22.214.171.124. Only DOA or defective products will be accepted within 30 days after purchase with prior approval by Source Inc. management.
6.1.2. Software, Shipping and Provisioning charges are not refundable.
6.1.3. The device must be returned in the original box to include all the original accessories and without any markings on the manufacturer's box.
6.1.4. The device must be returned in a shipping box. Do not to apply shipping label to the manufactures box.
6.1.5. If the box is damaged or the device is not in the original condition, the return will be denied.
6.1.6. To start the return process please open a ticket at email@example.com. All the below information must be included.
6.1.7. Once ticket is received an email will be sent with RMA number and shipping instructions for return. An RMA form will be included and must be included in the box when returned. The Customer is responsible for the payment of the return.
6.1.8. All returns that are approved by Source Inc Management could be subject to a restocking fee up to 25% of sale price.
7. Chargeback Policy.
7.1. I authorize Source Inc. to charge the credit card listed on the credit card authorization form or my token entry into the online credit card form, for the merchandise requested on the sales order provided by Source Inc. This authorization form or token will be kept on file for all future credit card orders. I recognize and understand that in return for the free or discounted offer of the devices as listed on the sales order I must initiate a newly activated line on a qualified LTE Business Internet plan with Verizon, and the newly activated line must be active for a minimum of 181 days. Should I terminate or change to a non-BI plan with the newly activated line with Verizon within 181 days of its activation, I authorize Source Inc. to charge the credit card listed the full retail amount of the sales order associated with each terminated line.
8. Canceled Orders.
8.1. Cancelation fees may be charged due to non-returnable hardware, hardware not in new condition for resale, or services already performed during the process of completing the sales order, such as activation, provisioning, and/or configuration of a device.
8.2. If a cancelation request is received and approved after shipment, customer could be subject to a restocking fee up to 25% of sale price. All device(s), accessories, and manufacturer box must be in new condition. If box, accessories, or device is not able to be resold, the customer may be responsible for full 100% of MSRP.
9.1. Disclaimer of Warranties. No warranty whether express, implied, or statutory is made by Source Inc. regarding the products and/or services. Purchaser understands and acknowledges that Source Inc. will act as an administrator and facilitate any warranty claims regarding warranty that is provided by the third-party supplier of products.
9.2. No Authority to Bind. Purchaser represents that no agent, employee, or representative of Source Inc. has made any affirmation, representation or warranty concerning the Products and/or Services, and any affirmation, representation or warranty made by any of them shall not be enforceable against Source Inc.
10.1. Purchaser and Seller shall mutually indemnify, defend, and hold harmless each other's officers, employees, and agents from any loss, lawsuit, damage, cost, and expense (including reasonable attorney's fees) which may arise out of or result from:
10.2. Claims by third parties against Source Inc. that the Products and/or Services has caused damage to property or bodily injury (including death).
10.3. The acts or omissions of the Purchaser, its agents, or employees in connection with this Agreement.
11.1. Upon failure of Purchaser to make any payment due under this Agreement or to perform any material duty or obligation under the Agreement, and after receipt of written notice of such default from Source Inc., and if the default is not cured within ten (10) days from receipt of such written notice, Source Inc. may thereafter, at its option, employ any remedy then available to it.
11.2. Security Interest. Source Inc. shall retain a security interest in the Products and/or Services until paid in full.
11.3. Remedies. If any event of default occurs and is not cured within any applicable period specified herein, Source Inc., in its sole discretion, may employ any remedy then available to it, whether at law or in equity, including, but not limited to, entering Purchaser's business premises during normal business hours for the purposes of repossessing any products associated with the Products and /or Services provided in which Source Inc. retains a security interest.
11.4. Force Majeure. Source Inc. shall not be liable for any delay, non-delivery, or default in shipment due to labor disputes, transportation shortages, delays in receipt of materials, priorities, fires, accidents, and other causes beyond the control of Source Inc. and its suppliers.
12. Limitations of Liability
12.1. Limitation on Damages. Source Inc. and purchaser have discussed the risks and rewards associated with this agreement, as well as the purchase price to be paid by purchaser for the services. Source Inc. and purchaser agree to allocate the risks so that, to the fullest extent permitted by law, Source Inc.'s total aggregate liability to purchaser and all third-parties is limited to $50,000 or the purchase price, whichever is greater, for any and all injuries, damages, claims, losses, expenses, or claim expenses (including attorney's fees) arising from any cause or causes regardless of the legal theory under which such liability is imposed. The price quoted by Source Inc. for the services is the consideration for limiting Source Inc. 's liability herein.
12.2. If Source Inc. could have foreseen or have been advised of the possibility of any such loss or damage, notwithstanding any other provision in this agreement, to the maximum extent permitted by applicable law, in no event will Source Inc., its licensors, suppliers or contractors, or its directors, officers, employees, agents and representatives, be liable or otherwise responsible for, and purchaser hereby waives the right to make any claim with respect to:
12.3. Special, incidental, indirect, or consequential losses or damages including loss of revenue or profits, loss of data, business information or loss of use thereof, failure to realize expected profits or savings, cost of capital, loss of business opportunities, loss of goodwill or any other non-direct, pecuniary, commercial, or economic loss or damage of any kind or any claim by a third-party.
12.4. Any loss or damage arising from or related to:
12.4.1. Any changes Source Inc. may make to the services, by any modification, interruption, suspension, failure or discontinuance of the services or its functionality.
12.4.2. Any loss, deletion, corruption, or failure to store or transmit any of purchaser's data.
12.5. Source Inc is not responsible for any data overages throughout the provisioning, configurations, and testing process.
12.6. The completeness or accuracy of purchaser's data or any other communications.
12.7. A third party's unauthorized access to purchaser's data or communications transmitted through the services.
12.8. Any accident or injury caused by or to any person or property if the accident resulted from the operation or failure of the services, in each case, even if Source Inc. could foresee or have been advised of the possibility of any such loss or damage.
13. Intellectual Property.
13.1. Certain functions of the Products and/or Servicers may be protected by copyright and other intellectual property rights, Except for the right expressly granted to Purchaser under this Agreement, all right, title and interest (including all copyrights, trademarks, service marks, patents, inventions, trade secrets, intellectual property rights and other proprietary rights in any element to the Products and/or Services shall remain exclusively owned by Source Inc. or its licensors, Purchaser agrees to obtain whatever licenses and permissions that are necessary to use the Products and/or Services without violating these intellectual property rights. It is Purchaser's responsibility to review and comply with the terms and conditions governing the use of any such intellectual property that is contained in, used by or otherwise related to the Products and Services. Purchaser agrees to indemnify and hold Source Inc. harmless for any loss, lawsuit, liability, damage, cost, or expense arising from Purchaser's failure to obtain necessary licenses or permissions of the respective owner of any intellectual property or to comply with the terms and conditions of such owner.
13.2. All trade names, company names, trademarks, service marks and other product and service names and logos contained in the Products and/or Services are the proprietary marks of Source Inc. or its licensors and are protected by law and may not be copied, imitated, or used, in whole or in part, without the consent of their respective owner. This Agreement does not grant Purchaser any rights in respect of any such marks.
13.3. Third Party Products. Source Inc. does not endorse, represent, or warrant, and assume no responsibility, obligation or liability for, any third-party products or any function or feature thereof, or any failure, error, defect, or interruption caused by such product or function, whether or not supplied directly or indirectly by Source Inc.
13.4. Notice to Third Parties. Purchaser agrees to notify all third parties who will use, purchase, lease, or otherwise have exposure to the Services of the limitations of Source Inc.'s liability to them, as contained in this Section 10, and require them to abide by this limitation of damages.
14.1. Source Inc. or customer may terminate this Agreement on ten (10) days written notice to the in the event either party's ability to perform under the Agreement is materially impaired.
15. General Provisions.
15.1. Compliance with Laws. The parties shall perform this Agreement in compliance with all applicable Federal, State, and local laws, rules, regulations, and ordinances, and represents that each shall have obtained all licenses and permits required by law to engage in the activities necessary to perform their respective obligations under the Agreement. It is specifically Purchaser's responsibility to comply with all FCC licensing and operations requirements.
15.2. Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall neither be considered a waiver nor deprive the party of any other term of this Agreement. Any waiver must be in writing and signed by the party to be charged.
15.3. Modifications. No revision or modifications of this Agreement shall be effective unless in writing and executed by authorized representatives of both parties.
15.4. Definitions. Except where otherwise stated in this Agreement, all terms employed in the Agreement will have the same definitions as set forth in the Uniform Commercial Code in effect in the State of Missouri on the date of execution of this Agreement.
15.5. Severability. If any portion of this Agreement is held invalid, such invalidity shall not affect the validity of the remaining portions of this Agreement, and the parties will substitute for any such invalid portion thereof a provision which best appreciates the effect and intent to the invalid provision.
15.6. Entire Agreement. The parties intend this writing to be the final expression of the terms of their agreement and further intend that tis writing be complete and exclusive statement of all the terms of their agreement
15.7. Notices. All notices and other communications pertaining to this Agreement shall be in wiring and shall be deemed duly to have been given if personally delivered to the other party or if sent by United States Postal Service. All notices or communication between Purchaser and Source Inc. pertaining to this Agreement shall be sent to the address set forth in the Quote. Any notice given under this Agreement will be deemed received on the day of delivery if delivered personally, or on the third consecutive business day following the date of mailing if sent by prepaid mail.
15.8. Headings. The paragraph titles of this Agreement are for convenience only and shall not define or limit any of the provisions hereof.
15.9. Binding Effect. The provision hereof shall be binding upon and shall inure to the benefit of Source Inc. and Purchaser, their respective successors, and permitted assigns.
15.10. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall be deemed fully executed and entered into on the date of execution by the last signatory required hereby.
15.11. Governing Law and Jurisdiction. This Agreement shall be construed in accordance with Missouri law and the parties' consent to the exclusive jurisdiction of the State of Missouri, Jackson County, regarding any matter pertaining to or involving Source Inc.
15.12. Attorney's Fees. In any litigation, arbitration, or other proceeding in which one party either seeks to enforce its right under this Agreement or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded reasonable attorney fees, together with any costs and expenses, to resolve the dispute and enforce the final judgment.
15.13. Authority. The parties executing this Agreement represent and warrant that they have the corporate and other authority to enter into this Agreement and bind their respective companies to all the terms and conditions of this Agreement.