These Terms and Conditions ("Terms") constitute an agreement between Netrix LLC, dba Maron Structure Technologies dba Global Enterprise Technologies (GET) and its affiliates (collectively, “Netrix”) and the Client signing below (“Client”), and cover all orders for products and third party maintenance or services ("Products") provided by Netrix) to Client.
Payment. Netrix shall invoice Client upon order for Products and payment is due 50% within ten days of invoice date and 50% within thirty days of the invoice date unless otherwise agreed in writing. Prices do not include VAT, sales taxes, duties, import/export fees, use taxes or any other charge or fee assessed by a government (collectively, "Taxes") on the Products. If Netrix is obligated to pay any Taxes, Netrix shall invoice Client for the applicable Taxes, and for out-of-pocket expenses, and Client shall pay such invoices within thirty (30) days of the invoice date. Late payments shall accrue interest at the lesser of: (a) one and one-half percent (1.5%) per month or (b) the highest rate allowed by law. Invoices are deemed approved unless disputed in writing by Client within five (5) business days of Client's receipt. In the event of a dispute, Client agrees to pay the undisputed portion and Netrix's acceptance of such partial payment shall not waive any of its rights as to the remaining balances nor constitute accord and satisfaction. In the event of a late payment or a dispute not resolved within ten days from the date Netrix receives notice of the dispute from Client, Netrix may (a) suspend performance, and (b) elect at any time to cancel all or any part of any unfulfilled orders, (c) collect any amounts due and be reimbursed for its reasonable attorney fees and court costs in doing so, and (d) immediately reclaim all Products that are not fully paid, all without notice. Title to Products shall pass to Client upon full payment therefore. Non-warranty Product returns must be unopened and require a returned merchandise authorization (“RMA”) prior to return shipment and are subject to a restocking fee of 20%. Warranty returns will be by direct replacement from manufacturer. Client must insure all Products from delivery until full payment and may not label the Products with Client inventory tags until such products are fully paid.
Credit Check. Client authorizes Netrix to obtain credit and other financial reports regarding Client, and agrees to provide reasonable financial information upon request.
Pass-Through of Warranties, Licenses and Support. Provided Client is current in its payment obligation, Netrix shall pass through to Client any manufacturer warranties and support that is transferable to Client. Client shall abide by all Software licenses provided by the applicable manufacturer, if any. In the event of a warranty claim, Client shall promptly inform Netrix of the warranty issue in writing and Netrix shall use commercially reasonable efforts to assist Client in obtaining warranty service from the manufacturer. This shall be Client's sole remedy from Netrix for defective Products or support, and Client shall hold Netrix harmless from and against any claims regarding the Products and related support. NETRIX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
Limit of Liability. THE MAXIMUM LIABILITY OF NETRIX, ITS DIRECTORS AND ITS OFFICERS TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT'S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE FEES PAID BY CLIENT FOR THE DEFECTIVE PRODUCT. IN NO EVENT SHALL NETRIX, ITS DIRECTORS OR OFFICERS BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE PRODUCTS PROVIDED UNDER THIS AGREEMENT, EVEN IF NETRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
General. These Terms and any accepted order constitute the entire understanding between Netrix and Client and supersedes all prior agreements and communications regarding the subject matter hereof. If any provision of these Terms is found by a court of competent jurisdiction to be unenforceable, such provision shall be deemed modified by a court of competent jurisdiction to be enforceable consistent with the parties' intent, and all other terms shall remain unaltered. Except with regard to payments due Netrix, neither party shall be liable for any delays or failures in performance due to circumstances beyond its control which could not be avoided by the exercise of due care. Netrix is an independent contractor, and nothing in these Terms shall be deemed to create a joint venture, partnership, or agency relationship between the parties. This Agreement shall be governed by the laws of the State of Illinois without regard to its conflicts of laws provisions and any action brought to enforce these Terms shall be brought in a court of competent jurisdiction located in Lake County, Illinois, within one year after delivery of the applicable Products.
By issuing a PO or by signing this quote to procure Products listed above, I represent that I am a duly authorized agent with the authorization to procure and agree to the terms and conditions contained herein.