Technology Solutions
Our Terms
Standard Terms and Conditions (of Sale)
These Standard Terms and Conditions are an integral part of any products and/or services Jetson Automation, Inc. (J/A), (the "Seller") provides to any Buyer (the "Buyer") of those products and/or services and represent an agreement between Seller and Buyer. In the event of inconsistency of Terms, these General Terms and Conditions CONTROL.
1. Description. Buyer shall purchase from Seller the items of electronic equipment, services and accessories set forth in the Estimate/Proposal (the "Goods").
2. Delivery. All shipments are to be made FOB, if the Estimate/Proposal is based on time and materials. Seller shall be responsible for the proper packing of the goods and all other steps needed to properly transport the goods to the carrier. Seller reserves a security interest in the goods until such time as the sight draft is actually paid and all funds collected by Seller.
3. Installation. Except as may be indicated in the Estimate/Proposal, Seller shall install all Goods requiring installation in a workmanlike manner at the Site. Installation shall commence on or about the agreed date set forth (if so designated) in the Estimate/Proposal and shall proceed as set forth in the Estimate/Proposal to Seller of near or even date concerning the parties. Any dates are approximations only, and Buyer acknowledges that technical and logistical problems may arise with respect to the installation of the Goods and, accordingly, Seller shall not be held responsible for any delays caused by unforeseen difficulties. Buyer will take all action necessary to permit Seller access to Buyer's Site at times requested by Seller.
4. Method of Installation. Seller shall perform the installation of the Goods at the Site by its usual and customary method. Seller shall receive from Buyer copies of the diagrams and specifications of the Site where the equipment is to be installed.
5. Price. The price of the Goods and services is set forth in the Estimate/Proposal and shall be payable as set forth in the Estimate/Proposal. Warranty work shall be charged as set forth in paragraph 15 below and any charges shall be paid net cash 15 days after invoice for yet to be completed items and upon completion/date of invoice for all completed work. Any amounts left unpaid/remaining beyond these dates shall be subject to an additional fee of 2.5% per month (maximum) accrued from completion date or date of invoice. The minimum fee shall be $35/month. Additionally, any agreed discounts may be withdrawn and work on pending and new projects may be halted until all overdue invoices and fees have been remitted in full.
6. Risk of Loss. Risk of loss shall pass to Buyer when the Goods are delivered to the Site.
7. Taxes, Fees, Assessments. Any tax, fee, assessment or other governmental charge related to the Goods or work provided shall be paid by Buyer and shall be in addition to the Total set forth in the Estimate/Proposal. Buyer's failure to so pay shall be a breach of this entire agreement.
8. Force Majeure. Seller shall not be responsible for any delay in delivery of the installation or failure to make delivery or installation of all or any part of the Goods purchased under this agreement due to federal, state or municipal action, statute, ordinance or regulation, strike or other labor trouble, riot or other civil disturbance, inability to secure raw materials or supplies, or without limiting the foregoing, by any other cause, contingency, or circumstance within or without the United States not subject to its control which prevents or hinders the manufacture, delivery or installation of the Goods sold hereunder. The provisions of this paragraph shall not be limited by any provision in which time is made of the essence.
9. Buyer's Responsibilities. Buyer shall perform the following:
1. Access to and storage at the installation sites. Buyer agrees that Seller shall have complete use of and unrestricted access to the installation site at all times scheduled for the work.
Buyer further agrees to:
A. remove all obstacles, waste or debris from the Site which may affect Seller's ability to install the Goods;
B. accept delivery and provide access to the Site for storage of the Goods;
C. provide all necessary lighting and electricity for Seller to install the Goods; and
D. provide a safe working environment at the Site.
2. Disposal of Scrap. During installation, Buyer shall provide Seller with all necessary receptacles to dispose of remnants or scrap materials resulting from the installation of the Goods.
10. Substitutions. Seller may substitute other equipment or accessories of equal quantity and quality for the Goods, so long as extra cost will not be charged Buyer.
11. Buyer's Default. If Buyer shall fail to make any payment due hereunder, or be insolvent or a party to or acquiesce in any bankruptcy or receivership proceeding or any similar action affecting Buyer's affairs or property, Seller may enter upon the Site where the Goods may be found and remove the same, without prejudice to any other remedies Seller may have. Thereupon, Seller may sell the Goods so acquired upon commercially reasonable terms as Seller may elect and apply the proceeds thereof against the Buyer's obligations hereunder.
12. Title. Title to the Goods shall pass to Buyer immediately upon payment in full of the purchase price and all associated costs and charges required hereunder.
13. Waiver of Default. No modification, addition to or waiver of any right, obligation or default shall be effective unless in writing and signed by the party against whom the enforcement thereof is sought. One or more waivers of any right, obligation or default shall not be construed as a waiver of any subsequent or other right, obligation or default.
14. Warranties. Seller does not warrant products other than the Goods. Seller warrants that the Goods shall be free from defects in material and workmanship for the period provided by the manufacturer's warranty and will support the manufacturer's warranty for the Goods. Seller will for a period of 90 days from date of delivery of the Goods to the site or the date of Seller's installation of the Goods at the site, whichever date is later, provide labor to repair defects in material and workmanship in the Goods or Seller's installation of the Goods as set forth in paragraph 15 below. (Buyer may elect to extend the initial 90 day free repair period by purchasing a optional Service Agreement). Seller hereby assigns to Buyer all of its rights and interest in the warranties, if any, provided by the manufacturers of the Goods. In no event shall any express or implied warranty from Seller for the Goods exceed said one (1) year. Seller does not warrant the Goods from normal wear. Buyer acknowledges that use of the Goods shall be limited to that set forth in any specifications or instructions given in writing to Buyer, including instructions in manufacturer's manuals given to Buyer.
IF THE GOODS ARE NEGLIGENTLY HANDLED, MISUSED OR NOT USED IN CONFORMITY WITH ALL ANNEXED SPECIFICATIONS AND INSTRUCTIONS, WARRANTIES SHALL NOT APPLY. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS DOCUMENT
15. Service Fees and Charges. Seller only supports Goods it has sold to Buyer
1. Warranty Work. Seller's service provided within the warranty period for products covered by Seller's warranty will be provided at Seller's repair facility in Southampton, NY or Marlborough, MA without charge for the time of Seller's personnel. Parts will be provided at MSRP unless otherwise provided by manufacturer's warranty, which Seller will support. For service provided at locations other than Seller's facility (above locations), Seller shall charge (as set forth in the immediately preceding section) for all travel time exceeding two hours total, for interruptions not within Seller's control (for example, marina or boat yard requirements, others working in the same area at the Site) and for all out-of-pocket expense (as defined above).
16. Limitation of Remedies. The sole liability of Seller under the warranties contained in paragraph 14 shall be the repair and replacement or parts, necessary adjustments, or other repairs required to maintain the Goods in proper working order. Seller shall not be held liable for any delays caused by circumstances beyond its control including, without limitation, labor problems, shortage of supplies or materials, unforeseen difficulties in installing the Goods and without limiting the foregoing, any other conditions which are beyond Seller's control.
17. Security Interest. Buyer hereby grants to Seller a security interest in the Goods and in the proceeds thereof, to secure payment of the purchase price. Seller may file a copy of this Agreement at any time as a financing statement in order to perfect Seller's security interest.
18. Permits and Licenses. Seller shall pay for and secure all permits or licenses required by any state or local authority in connection with the performance of Seller's obligations hereunder.
19. Additional Requirements. The specification and requirements of the Goods are based upon the applicable laws, regulations and ordinances in effect as of the date of this agreement. Seller assumes no responsibility whatsoever for any additional requirements imposed by such laws, regulations and ordinances subsequent to such date.
20. Assignment. Buyer shall have no right to assign the Goods or this agreement without Seller's express written consent, which may be given solely at Seller's discretion.
21. Entire Agreement. This instrument constitutes the entire agreement between the parties hereto with regard to the subject matter hereto. No course of prior dealings between the parties and no usage of trade shall be relevant or admissible to supplement, explain or vary any of the terms of this agreement. Acceptance of or acquiescence in, a course of performance rendered under this or any prior agreement shall not be relevant or admissible to determine the meaning of this agreement, even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity to make objections. No other representations, understandings or agreements have been made or relied upon in the making of this agreement other than those specifically set forth herein. This agreement can only be modified in writing and signed by the parties or their duly authorized agents.
22. Authority of Agents. No agent, employee or representative of either party has the authority to bind the parties to any affirmation, representation or warranty concerning this agreement other than the terms contained herein. Any affirmation, representation or warranty not included in this agreement shall not be enforceable in any way. TO BIND SELLER, THIS AGREEMENT MUST BE SIGNED BY ONE OF ITS OFFICERS.
23. Enforceability. If any provision of this agreement is invalidated or held unenforceable, it shall be considered deleted from this agreement and the remaining provisions shall continue in full force and effect. The laws of the State of Massachusetts shall govern this agreement. This agreement represents the entire agreement between the parties hereto and may not be modified unless in writing and duly executed by the parties hereto.
24. Notice. Notices hereunder shall be in writing and shall be deemed to have been fully given and received when sent by certified or registered mail, return receipt requested, postage prepaid, and/or via email, read receipt or reply to same received, properly addressed to the respective parties at the addresses shown on the associated documents (Estimate/Proposal, Invoice, etc.) or at such addresses as the parties may later specify for such purpose.
25. Customer Reference. Buyer agrees that Seller may identify Buyer as a recipient of goods and/or services and use Buyer’s logo on its website (www.jetsonautomation.com). Seller may also take/use photos of the work where no customer or location information may reasonably be derived/identified (e.g., shots of walls, hallways, floors, tabletops, rooftops, ceilings, inside drop ceilings, inside closets).
26. Payment of Expenses. If Seller is required to engage in any proceedings, legal or otherwise, to enforce its rights under this Agreement, Seller shall be entitled to recover from Buyer, in addition to any other such sums due, the reasonable attorneys fees, costs and necessary disbursements involved in said proceedings.
27. Indemnification and Limited Covenant Not to Sue. Buyer shall hold Seller harmless and indemnify Seller against any and all debts, obligations, costs and damages, including attorneys fees, arising from any claims or causes of action, whether in law or equity or sounding in contract, tort or otherwise, which may be asserted against Seller by any person or entity not a party to this Agreement, resulting from the subsequent sale by Buyer (including its agents and affiliates), reinstallation by the Buyer, its agents and affiliates, use, repair (other than by Seller), maintenance of (other than by Seller) or decision to purchase, the Goods described in Paragraph 1 hereof, provided, however, that this indemnity and hold harmless provision shall not apply to Seller's own acts of negligence or willful misconduct in the initial installation of the Goods or in Seller's repair or replacement thereof. Buyer, its agents, employees, officers, heirs, executors, administrators and assigns, further agree not to prosecute, maintain or recover upon any rights, claims, demands, damages or causes of action that Buyer could assert against Seller, now or in the future, arising from the sale, installation, reinstallation, use, repair or maintenance of the goods or materials described Paragraph 1 hereof, except as specifically provided for in Paragraph 14 and Paragraph 15 hereof.
28. Dispute Resolution. If a dispute arises concerning the provisions of this contract or the performance by the parties, then the parties agree to settle this dispute by jointly paying for one of the following (select only one):
1. Binding arbitration as regulated by the Massachusetts Uniform Arbitration Act, with the parties agreeing to accept as final the arbitrator's decision (______);
2. Non binding arbitration, with the parties free to not accept the arbitrator's decision and to seek satisfaction through other means, including a lawsuit (______);
3. Mediation, with the parties agreeing to enter into good faith negotiations through a neutral mediator in order to attempt to resolve their differences (______);
4. The parties are not required to select one of these dispute resolution methods. They are optional. If the parties do not select one of these dispute resolution options, select here: (______).
If no selection is noticed by Buyer to Seller prior to delivery of the Goods then Seller’s choice governs.
29. Change Orders. Any alteration or deviation from the above contractual specifications that involve extra cost will be executed only upon the parties entering into a written change order.
30. Restocking and Restocking Charges. Seller reserves the right to refuse to accept returned equipment, which is not defective. Seller will charge a restocking fee for any returned equipment, which it accepts for restocking. Equipment returned unopened and unused which can be returned to the manufacturer by Seller will be assessed a restocking fee based upon the manufacturer's fee and associated shipping and handling costs. Used equipment will generally not be accepted for return or restocking.
31. By accepting the Estimate/Proposal, Buyer represents and warrants that he/she is authorized to request the Goods and bind his/her company for same under all terms contained herein and as stated on the Estimate/Proposal.
32. Agreement Governs Over Estimate/Proposal. The terms of the Estimate/Proposal of near or even date which itemizes the Goods, payment terms, and other matters are incorporated herein. In the event of any inconsistency between the Estimate/Proposal and this Sales Agreement, THE TERMS OF THIS SALES AGREEMENT CONTROL
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Addendum to Standard Terms and Conditions (of Sale) for IT/IS/MSP/Networking projects
The following Terms & Conditions are added where the project is for IT/IS/MSP/Networking.
Condition of Services
The CLIENT’s network is eligible for monitoring and support under these Terms of Service, provided it is in good condition and JETSON serviceability requirements and site environmental conditions are met. JETSON reserves the right to inspect the network upon the commencement support or services for the purpose of assessing the network.
JETSON shall not be responsible to CLIENT for loss of use of the network or for any other liabilities arising from alterations, additions, adjustments or repairs which have been made to the network other than by authorized representatives of JETSON.
JETSON reserves the right to suspend or terminate its services if in its sole discretion, conditions at the service site pose a health or safety threat to any JETSON representative.
TRAVEL
Travel to and from JETSON and CLIENT’s office from JETSON’s office where the engineer is dispatched (Andover, Woburn or Nashua) will be charged mileage, at standard IRS reimbursement rates (e.g. 2016 rates are at 54 cents per mile). Clients are billed all additional travel expenses incurred by a JETSON staff for Onsite services or support, including parking, train and tolls.
COURIER FEES
Clients may be billed courier fees, delivery fees or shipping and handling for any pickup from JETSON or vendor and/or delivery to JETSON’s or Client’s site.
TAXES
Client is responsible for all federal, state and local taxes for fees that are computed in accordance with the appropriate tax laws for services, hardware, software or vendor support agreements.
CLIENT RESPONSIBILITIES
a) CLIENT shall provide adequate workspace, heat, light, ventilation, electric current and outlets, internet, remote access, and long-distance telephone access for use by JETSON's representatives.
b) CLIENT agrees that it will inform JETSON of any modification, installation, or service performed on the CLIENT’s network by individuals not employed by JETSON in order to assist JETSON in providing an efficient and effective network support response.
c) CLIENT will designate a managerial level representative to authorize all network support services. Whenever possible, said representative shall be present whenever a JETSON service representative is on-site.
WARRANTIES AND DISCLAIMERS
JETSON makes and the CLIENT receives no warranty, express or implied, and all warranties of merchantability and fitness for a particular purpose are expressly excluded. In no event shall JETSON or any of its directors, employees or other representatives be liable for any special, incidental, indirect, or consequential damages of any kind including, without limitations, those resulting from loss of data, income, profit, and on any theory of liability, arising out of or in connection with the services or use thereof even if it has been advised or has knowledge of the possibility of such damages.
The CLIENT assumes full responsibility for the overall effectiveness and efficiency of the operating environment in which its network is to function.
INDEMNIFICATION
By ordering products or services from JETSON, CLIENT hereby agrees to indemnify and defend at its sole expense: JETSON, its employees, agents, representatives, directors and shareholders, from and against any and all claims arising out of or based upon CLIENT's use of all services, software or hardware provided or serviced hereunder, including, but not limited to, claims based on software licensing violations, copyright infringement, trademark infringement and patent infringement. In addition, CLIENT agrees to pay any judgment and costs associated with such claim.