Terms and Conditions of Sales and Services

-- Legal Information --

PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOUR PURCHASE.

This Agreement contains the terms and conditions that apply to customers for Purchases and Services received through Reliable Computer Solutions Inc. (hereinafter referred to as RCS) and the RCS entity named on the transaction that will be provided to you the (Customer) on SROs, quotes, proposals, orders and invoices for products and services or related items sold. (References to “you” or “your” shall relate to the Customer) Customer agrees to be bound by and accepts this Agreement as applicable to Customer’s purchase of product(s) and services from RCS, may it be on site, in house, phone, Internet or any other means. As a condition of sale and/or services, Customer agrees to be bound by and accepts these terms and conditions.

These terms and conditions apply (i) unless Customer has signed a separate formal written purchase Agreement with RCS, in which case the separate Agreement shall govern; or (ii) unless other RCS standard terms apply to the transaction as noted herein or elsewhere. These terms and conditions are subject to change without prior written notice at any time, in RCS’s sole discretion. REQUESTS OF SALES AND SERVICES ASSENTS, EXPRESSES, OR IMPLIES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS WITHOUT MODIFICATION OR ADDITION ON ALL SALES AND SERVICES WITH RCS.

1) ACCEPTANCE
Customer’s receipt of an electronic or other form of order confirmation does not signify RCS’s acceptance of Customer’s order, nor does it constitute confirmation of RCS’s offer to sell OR service. All orders are accepted at White Pigeon, Michigan, USA. RCS reserves the right at any time after receipt of Customer’s order to accept or decline Customer’s order for reasonable cause including but not limited to lack of availability of products, failure by Customer to satisfy payment terms, and/or breach by Customer of this Agreement.

2) DISCLAIMER OF QUOTATIONS, PRICE ADJUSTMENTS AND INFORMATION All pricing is subject to change to reflect the adverse cost of Customer changes, delays, lack of its obligations and does not include shipping, insurance, taxes, license fees, customs duties and all other related or similar charges unless otherwise stated in writing by RCS. For all prices, products and services, RCS reserves the right to refuse orders, make adjustments, etc. due to changing market conditions, product availability, and manufacturer or supplier’s price changes, errors in advertising or other circumstances. All published prices are subject to change without notice. While RCS uses reasonable efforts to use accurate and current information, it assumes no liability in case (but not limited to) of typographical or listed error in pricing information of suppliers, providers or carriers, whether or not the order has been confirmed or payment submitted.

Some of RCS’s business involves being a reseller of contracts and customized services and may not be the personal provider of such services. The Customer must look solely to the service provider (3rd party) for any loss, claims or damages arising from the use of such services. RCS is merely assisting the Customer in obtaining the desired service in such cases. Any quotations given by RCS will be valid for a period of 30 days unless stated otherwise on the quotation. RCS reserves the right to adjust or cancel quotations at anytime if required by their sole judgment.

3) PAYMENT TERMS
Terms of payment are due and payable in US currency within RCS’s sole discretion unless otherwise agreed to in writing by RCS. Payment for products and services must be made by approved credit card, wire transfer, electronic funds transfer or some other prearranged payment method agreed to by RCS in writing prior to RCS’s acceptance of an order and payment is expected by due or payment date(s).

Customer agrees to pay past due invoices with any carrying charges, interest, collection fees, and all other expense involved in resolving any past due account. All references to monetary amounts, including prices on the RCS website shall be in U.S. currency. Title to goods being purchased is retained by the seller until the goods are paid in full by the purchaser and at that time title passes from RCS to Customer. Customer’s credit account may change at any time and require full or partial payment of account and/or payment in advance of any services.

4) TAXES
Customer is responsible for all sales, use, excise, value-added and other charges associated with the order or services, however designated, including any duties, clearance charges or other destination charges or taxes. Taxes are not included in prices given unless so indicated in writing with the prices. If applicable, a separate charge for such items will be shown on the RCS invoice.

5) SHIPPING
Shipping and delivery dates are estimates only, and in no event shall RCS be liable for any delays or assume any liability in connection with shipments. Customer is responsible for all costs of shipping or delivery charges of the product(s) or services to the location specified by Customer. Where applicable, separate charges for shipping and handling will be shown on the RCS invoice(s). Shipping rates are for standard pick-up and delivery only and do not include any extra services or special handling. If a shipping rate is quoted at an incorrect rate due to typographical error or error in pricing information received from RCS’s suppliers or carriers, RCS shall have the right to refuse, adjust or cancel any orders placed whether or not the order has been confirmed and whether or not payment has been remitted.

Customer is responsible to inspect freight for shortages or signs of damage upon receipt of goods. All freight, loss, and damage claims must be filed with RCS and with the carrier within ten (10) days or with carrier’s time limit from the date the shipment was delivered.

RCS shall not be liable for special or consequential damages or for any damages arising out of or caused by:

1) Delay

2) Acts of God or the public enemy.

3) The authority of the law.

4) Strikes, riots or quarantine.

5) The inherent nature or vice of the goods transported.

6) Loss or damage to products that occurred during shipping by a carrier selected by customer is the responsibility of the customer and its carrier.

6) INTERNAL AND EXPORT CONTROL
Any extended services furnished or being used by the Customer to expedite the services administered through RCS, such as outside providers, 3rd party support, hardware, etc. becomes the Customer’s responsibility to maintain current and to cover all expenses involved unless it is clearly stated as the responsibility of RCS in writing signed by both RCS and the Customer.

This includes but is not limited to:

1) The Customer being responsible to have a software administrator to coordinate any software functions and an IT contact person in charge of the way the software and hardware are to be set up and administrated.

2) A tape drive to backup any data on a daily basis must be furnished by the Customer on their server (some servers are furnished on Customer site by RCS for data processing and storage only).

3) A service connection of 128k or faster is required for scheduled contract support rates. A connection slower than 128k will increase the support rates.

If goods are being purchased for the purpose of export, the Customer is responsible to obtain from the federal government any required export permits and documents. Customer (Buyer) shall comply with all applicable laws, regulations or treaties relating to the sale and destination of products, including without limitation, US export control regulations.

7) WARRANTIES

All warranties are Manufacturer-specific warranties only. The limited warranty applicable to each product sold by RCS is set out under the manufacturer’s “Terms of Warranty”. Such limited warranty applies to each sale of that respective product and RCS makes no express warranties except those stated by the manufacturer. RCS will only honor warranties, upon receipt of payment in full for the item to be warranted and limited to the manufacturer’s terms. Before returning any item, Customer must contact RCS’s Warranty Department for a Warranty Authorization (WA) number within the allowable period specified by the manufacturer of the product. No returns, of any type, will be accepted without a RCS (WA) number. The (WA) number is valid only for the product described in the (WA) number. The product returned must match the product authorized for that return and within the manufacturer/supplier time limit. All shipping arrangements for warranty returns must be processed through RCS’s Warranty Department. Customer is responsible for all shipping and handling charges of warranty returns, except where the manufacturer of the product has agreed to pay for such costs. RCS may require a short written explanation and a photograph or digital image of the defective product. In some cases an on-site inspection of the product will be required. RCS’s Warranty Department will advise Customer of the details specific to the warranty claim.

8) RETURN AND EXCHANGE POLICY

All sales are final. RCS monitors product shipments and provides Customer assistance in the event of carrier problems or destination errors. For inquiries regarding damaged or defective products, please refer to the warranty that obtains for a specific product, or e-mail Sales@rcsonline.com. Prior to signing for receipt of goods, it is the Customer’s responsibility to inspect the product packaging for any indication that damage to the product may have occurred in transit. Failure to do so can void any damage claims.

All authorized items returned must be 100% complete, be in “as new” condition, in original packaging and with all warranty cards, manuals and accessories. The original packing slip must be included and the (RMA) number visible on the package.

9) INTELLECTUAL PROPERTY RIGHTS

RCS shall exclusively own all rights, title and interest to all drawings, designs, procedures, inventions, copyrights, source codes, object codes, patents, patent applications, trademarks, trade names, service marks, trade secrets (all confidential and proprietary information), works of authorship, layouts, ideas and associated information including but not limited to; all related items/issues which was/is conceived, developed, made or supplied in part or in whole by RCS. This includes, without limitation, all Intellectual Property Rights (throughout the world). Customer agrees not to reverse engineer.

10) DISCLAIMER

THE WARRANTIES SET OUT IN THIS AGREEMENT ARE MANUFACTURER-SPECIFIC WARRANTIES FOR THE PRODUCT(S). RCS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, GUARANTEES OR REPRESENTATIONS, WHETHER EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RCS ALSO DISCLAIMS ANY IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE. RCS DOES NOT WARRANT THAT THE PRODUCT(S) WILL BE ERROR-FREE, OR WARRANT THAT EACH DEFECT WILL BE CORRECTED. RCS DOES NOT WARRANT THAT ALL PRODUCTS COMPLY WITH SPECIFIC GEOGRAPHICAL COMPLIANCE OR REGULATORY RESTRICTIONS. IT IS CUSTOMER’S RESPONSIBILITY TO ENSURE THAT USE OF PRODUCTS PURCHASED SPECS COMPLY WITH LOCAL JURISDICTION CODES AND WITH ALL REGIONAL, NATIONAL AND INTERNATIONAL LAWS AND REGULATIONS.

11) LIMITATIONS

RCS DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN. RCS WILL NOT BE HELD LIABLE FOR LOST PROFITS, LOSS OF REVENUE OR OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF THEY WERE FORESEEABLE OR IF RCS WAS ADVISED OF THE POTENTIAL OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES INVOLVING RCS, RCS IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE(S) UNDER THIS AGREEMENT. THIS LIMITATION WILL APPLY REGARDLESS OF THE FORM OF ACTION (I.E. WHETHER THE LAWSUIT IS IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE).

12) GOVERNING LAW

This Agreement and any sales hereunder shall be governed by the laws of Michigan and the federal laws of the USA applicable therein. RCS and Customer exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement. RCS Web sites are controlled by RCS from its offices within the State of Michigan, USA. The Site can be accessed from all provinces and territories of the USA, as well as from other countries around the world. As each of these jurisdictions may have laws that differ from those of the State of Michigan and the USA; by accessing the Site, the user agrees that all matters relating to access to, or use of, the Site, or any other hyperlinked Web site, shall be governed by the laws of the Michigan and the federal laws of the USA as applicable therein.

The Customer agrees and hereby submits to the exclusive personal jurisdiction and venue of the courts of the state of Michigan for the purposes of any suit, action or proceeding arising out of any sale or services, and acknowledges that the customer does so voluntarily and is responsible for complying with local laws.

13) ARBITRATION

All disputes, claims, or controversy (whether in contract, tort, or otherwise, whether preexisting, present or future) arising out of or in connection with this Agreement, its interpretation, or the breach, termination or validity thereof, or any related purchase shall be referred to and finally resolved exclusively and finally by a single arbitrator pursuant to the Commercial Arbitration Act, R.S.B.C. 1996, c. 55, as amended. The decision of the Arbitrator on all issues or matters submitted to the Arbitrator for resolution shall be conclusive, final and binding on all of the parties. The Arbitrator shall determine who shall bear the costs of arbitration pursuant to this section 12.

14) OTHER DOCUMENTS

Other than as specifically provided in any separate formal signed purchase Agreement between Customer and RCS, these terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for product(s) which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written Agreement signed by both Customer and RCS.

15) TERMS OF USE

Your access to, and use of the product(s), services, or web site is governed by RCS’s, Terms of Use. By using any of these, you signify your acceptance without modification of these Terms of Use. The Terms of Use are subject to change without prior notice at any time, in RCS’s sole discretion so you should frequently review the Terms of Use and applicable policies from time to time to understand the terms and conditions that apply to your use of these services. In the event of any inconsistency between this Agreement and the Terms of Use, the terms of this Agreement shall prevail.

16) HEADINGS

The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived there from.

17) MISCELLANEOUS

These terms shall be binding upon and inure to the benefit of the parties, their successors and assigns.