Standard Terms and Conditions
TERMS OF PAYMENT – Net thirty (30) days from date of shipment of the respective equipment or other goods, regardless of the date of performance of any services, whether performed by IT Design Consulting inc or any third party, unless specifically stated otherwise on the IT Design Consulting inc quote, work order, proposal or master services agreement, to customers with established credit standing.
CREDIT – All orders are subject to credit approval.
TAXES – Applicable local, state and federal taxes will be added to all prices unless a proper tax exemption certificate is on file at our office.
SECURITY INTEREST – Customer hereby grants to IT Design Consulting inc a continuing purchase money security interest, and IT Design Consulting inc retains a purchase money security interest under the Uniform Commercial Code as enacted in the State of Missouri and/or any other applicable State (the “UCC”), for any and all equipment and other goods sold to Customer (and any proceeds arising from the sale, assignment or transfer of such equipment and other goods) until payment in full has been made to IT Design Consulting inc. In the event of default by Customer under the terms herein, IT Design Consulting inc shall have all the rights and remedies of a secured creditor under the UCC. Customer agrees to execute financing statements and such other documents as IT Design Consulting inc may request in order to perfect IT Design Consulting inc’s security interest hereunder.
ORDERS – All orders placed with us, regardless of how transmitted, are subject to our approval and acceptance. Orders involving special merchandise not regularly stocked by us are subject to cancellation only with the approval and terms of manufacturer on whom our order in turn has been placed. All quotations, work orders, and proposals when accepted by IT Design Consulting inc, do not become a complete order until approved in writing by an officer of IT Design Consulting inc. All sales are final.
SHIPPING – We shall use our judgment in selecting the best carrier for all orders without shipping instructions. We reserve the right to route all shipments on which we allow freight. Terms are F.O.B. shipping point.
WARRANTIES – Warranties are limited to the warranty issued or offered by each individual manufacturer whose equipment, goods or services we sell. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.
DAMAGE CLAIMS – Claims for shortages or damaged equipment or other goods on deliveries by IT Design Consulting inc must be made within 5 days of invoice date. Claims for damage or loss in transit on shipments made by common carrier must be made to the carrier by the purchaser. All merchandise shipped direct is F.O.B. shipping point.
SOFTWARE – The sale of or rights to the use of software is subject to the manufacturer’s warranties and applicable licensing agreements.
PROFESSIONAL SERVICES – These terms and conditions will apply to professional services being supplied by a manufacturer and resold by IT Design Consulting inc, but do not cover any services being sold and supplied directly by a manufacturer or 3rd party.
CUSTOMER RESPONSIBILITY – The Customer shall be solely and exclusively responsible for: (i) approving the design specifications and scope of work covered by these terms and conditions, (ii) insuring that the
operational system meets applicable designs, specifications, standards, laws, safety requirements, environmental requirements, and good practices, and (iii) obtaining and/or paying for any permits or fees which may be necessary in connection with the shipment, delivery or installation of any equipment or other goods or the performance of any requested services.
LIABILITY – IT Design Consulting inc liability shall be limited to claims, injury, or damage to the Customer, which result directly from the gross negligence or willful misconduct of an IT Design Consulting inc employee or agent. In no event will the liability of IT Design Consulting inc with respect to any order or contract exceed the price of such order or contract. In no event will IT Design Consulting inc assume responsibility for or be liable for: (i) penalties or penalty clauses of any description; (ii) certification not otherwise specifically provided herein and/or for indemnification of Customer or others for costs, damages or expenses, each arising out of or related to any equipment, goods or services provided in connection with any order; or (iii) indirect or consequential damages under any circumstance.
INDEMNIFICATION – Customer expressly agrees to indemnify and save IT Design Consulting inc harmless from and against any and all claims, loss, damage, injury and liability however caused, resulting from, arising out of, or in any way connected with (i) any equipment or other goods provided in connection with any order, (ii) any services to be performed in connection with any order, whether by IT Design Consulting inc or by any third party, (iii) the negligence or willful misconduct of Customer or its employees, agents or affiliates, or (iv) any breach by Customer or its employees, agents or affiliates of these terms and conditions or any related agreement; provided, however that the provisions of this paragraph shall not apply to loss or liability caused by the gross negligence or willful misconduct of IT Design Consulting inc or its agents or employees.
GOVERNING LAW, JURISDICTION, VENUE AND ATTORNEYS’ FEES – These terms and conditions will be governed by and construed under the laws of the State of Missouri, without regard to any conflicts of law rules. Customer consents to the jurisdiction and venue of any action brought hereunder in the Circuit Court of St. Louis County, Missouri or in the United States District Court for the Eastern District of Missouri.