Terms and Conditions
All customer (referred to as “Customer”) orders are governed by these terms and conditions and all additional terms and conditions presented on or accompanying an Equus Computer Systems, Inc. (“Equus”) quotation, order acknowledgment, or invoice (collectively, the “Agreement”). Equus specifically rejects, and Customer disclaims, all provisions in Customer’s purchase orders including associated forms and/or documents. This Agreement shall constitute the entire agreement between Equus and Customer with respect to any Customer orders and the products and/or services provided hereunder (“Products”); provided, however, if Equus and Customer have executed a separate written agreement governing the sale of the Products (“Existing Agreement”), the Existing Agreement will govern.
1. PURCHASE PRICE – The Customer agrees to pay the total purchase price as specified on the Equus invoice which will reflect the Products and pricing as agreed upon in the order placed with Equus. In addition, the Customer agrees to pay any sales or other taxes levied on or measured by such purchase price, or arising from the use of the Products and any parts or maintenance supplied, including without any limitation, any additional sales, use, gross receipts, privilege, excise, VAT, tariffs, import, and localized taxes.
2. PAYMENT TERMS – All payments must be in U.S. Dollars, and be made by check, money order, credit card, electronic funds transfer or such other means as Equus may expressly permit. Do not send cash. Any payment made using a check or draft may not be processed or applied to Customer’s account if it is: postdated; incomplete (such as when a signature is missing); the numeric amount is different than the written amount; or it is not made payable in accordance with the instructions on Customer’s billing statement. For net terms customers, cash is due in bank by the stated due date. Credit Card payments may be subject to additional fees. Customer will be charged the maximum allowed by law for each NSF or canceled check. Interest charges of 18% per annum (0.05% per day) or the maximum permitted by law will be charged for past due account balances. Customer agrees to pay to Equus all costs related to the collection of any sum past due, including but not limited to both internal collection efforts and external collection fees, legal fees, court costs and expenses incurred.
3. DELIVERY – Delivery shall be made FOB Equus shipping dock.
4. INSPECTION – Customer shall inspect the Products upon delivery and immediately notify the carrier of any shipping damage. Customer shall notify Equus of any damage, defects or discrepancies to the Products within 3 business days of receipt of the Products. Any damage, defects or discrepancies reported beyond 3 business days will be subject to Equus’ standard Product warranty terms.
5. LIMITED WARRANTY – Specific Product warranty terms can be found at https://www.equuscs.com/warranty-options-coverages
EQUUS HEREBY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
6. LIMITATION OF LIABILITY – UNDER NO CIRCUMSTANCES, AND REGARDLESS OF THE NATURE OF THE CLAIM, SHALL EQUUS BE LIABLE TO CUSTOMER FOR LOSS OF PROFITS, SALES OR BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION, DOWNTIME, WORK STOPPAGE OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES. THE MAXIMUM, CUMULATIVE LIABILITY OF EQUUS ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE PRODUCTS PROVIDED HEREUNDER WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE COST OF REPAIR OR REPLACEMENT OF THE PRODUCT, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
7. TITLE AND RISK OF LOSS; PURCHASE MONEY SECURITY INTEREST – Title and risk of loss or damage to the Products shall pass to Customer at Equus’ shipping dock. Customer hereby grants, as security for the payment of the purchase price and other amounts payable under this Agreement, a lien on and security interest in and to all of the right, title and interest of the Customer in, to and under the Products (howsoever characterized, including as equipment or inventory), wherever located and whether now existing or hereafter arising or acquired from time to time, and all accessions thereto and replacements or modifications thereof.
8. RETURN FOR CREDIT – Return of Products for credit is not guaranteed. All requests for return of Products must be made to Equus’ Technical Support Department within 30 days of the original invoice date. If the return is approved, Equus will issue an RMA number to Customer. Products must be received by Equus within 10 days of RMA issuance. Equus reserves the right to refuse returned Products that have been used or that are not packed in the original packaging/box with complete parts, manuals, and accessories included, and that are not received in resaleable condition (at the discretion of Equus) upon receipt by Equus. Any credit issued will be for the purchase price paid for the returned Products on the invoice less shipping and handling, and may be subject to a minimum restocking fee of 20% of the total invoice price plus applicable sales tax. Any Products returned to Equus without an RMA will be considered an unauthorized return and Customer will not receive credit for the Products, and Equus will not ship such Products back to Customer. Customer is solely responsible for backing up the data on the hard drive(s) and any other storage device(s) in the returned Products and removing any confidential, proprietary or personal information (collectively “Information”) as well as its removable media from the returned Products. Equus is not responsible for any such Information, data or lost or damaged removable media.
9. CANCELLATION – Cancellation of any order will be subject to a restocking fee of no less than 20% of the total order amount, plus any cost of Equus’ labor, testing, handling or shipping.
10. NCNR – Equus may designate certain Products as non-cancelable and non-returnable (“NCNR”) and the sale of such Products shall be subject to differing or additional terms and conditions as set forth in a separate NCNR Agreement between the parties, or, if agreed by Equus, as set forth in Customer’s Purchase Order as directed and specified by Equus (the “NCNR Terms”). The NCNR Terms shall supersede any inconsistent terms and conditions contained herein.
11. FORCE MAJEURE – With the exception of Customer payment obligations, neither party shall have any liability for its failure to perform under this Agreement to the extent such failure arises from causes beyond its reasonable control, including, without limitation, acts of God, failures or delays in transportation, or acts of any governmental authority or agency.
12. GOVERNING LAW; VENUE – This Agreement is made in and shall be governed by the laws of the State of Minnesota, without regard to the choice of law principles of any jurisdiction. Exclusive jurisdiction and venue shall be in the federal and state courts situated in Hennepin County, Minnesota, and Customer waives any objection to the adjudication of disputes in that forum.
13. MISCELLANEOUS – Customer shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of Equus. Any purported assignment, transfer, delegation or subcontract in violation of this section shall be null and void. Waiver by Equus of any provision hereof in one instance shall not constitute a waiver as to any other instance. This Agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party. The parties are independent contractors, and no agency, partnership, fiduciary, or joint venture relationship is created by this Agreement. Equus reserves the right to change the terms of this Agreement on a going-forward basis at any time. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose. If any portion hereof is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement supersedes any prior or contemporaneous agreements or representations, written or oral.
This Agreement was last updated on December 15, 2020.
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