Terms and Conditions

  1. Acceptance:

    This offer may only be accepted on the exact terms set forth herein. NO additional term or modifications in the acceptance shall be agreed to unless such agreement in writing signed by an authorized representative of SoTel Systems, LLC, Seller.

  2. Price-Taxes:

    All prices are exclusive of taxes and are F.O.B. at the location from which they are shipped by Seller. All applicable duties, sales, use, excise taxes, and other taxes, which Seller is required to collect, will be added to the purchase price and itemized separately. Purchaser is responsible for those taxes in addition to the purchase price. Purchaser may still be responsible for paying some or all applicable taxes required to be paid by Purchaser under law.

  3. FORCE MAJEURE:

    Seller shall not be liable for any failure or delay in furnishing the Equipment, materials or labor resulting from fire, explosion, flood, storm, act of God, governmental acts, orders or regulations, hostilities, civil disturbance, strike, labor difficulties, machinery breakdown, transportation contingencies, difficulty in obtaining parts, supplies, shipping facilities, delay of carriers, or any other cause beyond the control of Seller, in such event, Seller shall have such additional time to deliver the goods as may reasonably be necessary under the circumstances, or, at Seller’s option, to rescind the agreement, upon ten days’ written notice to Purchaser. Seller shall have the right to apportion its supplies of product among its customers in such a manner, as it may deem equitable.

  4. TITLE: RISK OF LOSS; SECURITY INTEREST; REMEDIES OF DEFAULT:

    Title and ownership to each item of equipment sold pursuant to this Agreement shall remain in the Seller until payment is made in full, including any additional charges provided for herein, and purchaser expressly agrees to keep in full force fires, theft and accident insurance for the benefit of both parties as their interests may appear from the date of delivery until payment in full is received by Seller. Risk of loss shall pass to the purchaser fail to perform any of its obligations pursuant to this Agreement, or default in payment of any charges hereunder when due, Seller may at its option do any or all of the following: (I) terminate the Agreement upon notice to Purchaser; (II) whether or not this Agreement is terminated, take possession of any or all of the Equipment listed on the Equipment Schedule, wherever situated, and for such purpose, enter upon any premises without liability for so doing: (III) retain all or a portion of the security deposit, if any, previously paid by Purchaser as an offset to Purchaser’s liability for such default.

    Repossession of the Equipment, if at Seller’s direction, shall not be deemed a waiver of Seller’s right to damages it may sustain as a result of Purchaser’s default and Seller shall have the right to enforce any other legal remedy as provided by law. Purchaser shall in any event remain fully liable for damages resulting form breach including, but not limited to, all costs and expenses incurred by Seller on account of such breach including court costs and reasonable attorney’s fees. The rights afforded Seller hereunder shall not be deemed to be exclusive, but shall be in addition to any rights or remedies provided by law.

  5. RETURN POLICY:

    All sales are final, except those for which SoTel Systems, LLC issues a Return Authorization within 30 days of the shipping date. SoTel Systems, LLC will accept erroneous shipments for return and credit. Purchases cannot be cancelled after they are shipped. Within 30 days of shipping date SoTel Systems, LLC, in its sole discretion, may elect to honor requests for purchase cancellations after shipment, but in that event Buyer hereby agrees to pay a restocking fee equal to twenty (20%) percent of the purchase price of the products returned for cancellation plus freight and handling charges, if any. When, however, the error results from an erroneous order of the Buyer, SoTel Systems, LLC will exchange the products and adjust the price, but will not issue credits that would otherwise terminate the transaction.

  6. AUTHORIZATION:

    Purchaser hereby appoints Seller as its agent for the purpose of executing any financing statements to evidence the security interest granted in this paragraph, required in order to perfect said security interest. Seller is further authorized to file said financing statements with the appropriate governmental agencies.

  7. LIMITED WARRANTY:

    Customer assumes total responsibility for the proper selection, installation, operation, and maintenance of all products purchased unless otherwise specified and agreed to in writing by both parties such as written contract governing that specific sale of equipment. No labor warranties of any kind shall apply including but not limited to technical assistance by phone or dispatch of either personnel or sub-contractors to provide on-site help to remove or change out any such parts claimed to be defective by the customer. Unless otherwise specified in writing by SoTel Systems, LLC, all refurbished equipment carries a replacement only parts warranty for the warranty period specified on the order. All new equipment, parts refurbished by the manufacturer and software carry the original equipment manufacturer’s warranty only.

  8. NOTIFICATION:

    Purchaser shall notify Seller of any dissatisfaction with the Equipment within 10 days after the Equipment is delivered. Failure of Purchaser to notify Seller within the 10-day period shall constitute acceptance of the Equipment by Purchaser.

  9. DISCLAIMER:

    THE EXPRESS WARRANTIES HEREIN CONTAINED ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY. SELLER DISCLAIMS ANY WARRANTIES OF FITNESS FOR PURPOSE. PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING ON SELLER’S SKILL OR JUDGEMENT TO SELECT OR FURNISH GOODS FOR ANY PARTICULAR PURPOSE AND THAT THERE ARE NO WARRANTIES WHICH ARE NOT CONTAINED IN THIS AGREEMENT. SELLER SHALL NOT BE LIABLE FOR DAMAGES INCLUDING SPECIAL AND INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH PERFORMANCE OF THE EQUIPMENT, OR ITS USE BY PURCHASER SELLER’S LIABILITY IN ALL EVENTS IS LIMITED TO THE REPAIR OR REPLACEMENT OF ANY EQUIPMENT WHICH MAY BE DEFECTIVE.

  10. Entire Agreement:

    This agreement constitutes the entire agreement between the Seller and the Purchaser, with respect to the purchase of the Equipment, superseding all prior correspondence between the parties (including, without limitation, any quotes, and purchase orders submitted by the Purchaser or Seller). No provision of the Agreement shall be deemed waived, amended, or modified by either party unless such waiver, amendment, or modification be in writing signed by the party against whom enforcement is sought.

  11. JURISDICTION; VENUE:

    The laws of the State of Missouri shall apply to his agreement. Seller and Buyer agree that any suit to enforce or interpret the terms of their agreement and any action related to the Equipment, whether arising out of this agreement, in tort, or from any other cause shall be filed only in the Circuit Court for the County of St. Louis, Missouri, or in the United States District Court for the Eastern District of Missouri, if it shall have jurisdiction, and each party irrevocably consents to the jurisdiction of such courts. Further, Seller may, at its sole option, file suit in any district in which Buyer may be found.

  12. ATTORNEYS’ FEE AND COURT COSTS:

    In the event Purchaser shall default under any of the terms and conditions of this agreement including payment of the purchase price and any other costs or charges incidental thereto, Seller shall be entitled to recover its reasonable attorneys’ fees and disbursements incurred in collection or attempting to collect the balance of any sums due and owing or to cure any other default.

  13. SERVICES RENDERED:

    Seller represents that the services rendered by it in connection with performing this agreement are in compliance with the Fair Labor Standard Act of 1938.

  14. INSTALLATION LIABILITY:

    Seller disclaims any liability for faulty installation by individuals other than those installers directly provided by Seller.

  15. REPAIR SERVICES:

    Seller shall not be liable for any failure other than those specifically repaired under RA (return authorization). Items repaired under warranty are covered by original warranty only.