TERMS and CONDITIONS OF SALE FOR GOODS AND SERVICES

Orders you (“Customer”) place with SBS Cisco, Inc. d/b/a Custom Instrumentation Services Corporation (“CiSCO”) shall be governed by these Terms and Conditions of Sale for Goods and Services (“Ts & Cs”), unless Customer has a valid Agreement in place with CiSCO covering the sale of goods and associated services, in which case such agreement will govern the sale. CiSCO and Customer are sometimes referred to herein individually as a “Party” and jointly as the “Parties”.

 

ORDERS

Orders shall consist of either (i) Customer’s valid Purchase Order (P.O.) or other form of payment and these Ts &Cs; or (ii) CiSCO's proposal for the Sale of Goods and Services (“Order”), Customer’s valid P.O., and these Ts & Cs.

Customer’s P.O. must be signed by an authorized representative of Customer and shall include, the CiSCO Proposal number, the bill-to and ship-to addresses and shall reflect the total purchase price. The terms of these Ts & Cs shall apply, regardless of any additional or conflicting terms on any P.O. or other correspondence or documentation submitted by Customer to CiSCO, and any such additional or conflicting terms are deemed rejected by CiSCO. Orders must be emailed to: This e-mail address is being protected from spambots. You need JavaScript enabled to view it .

 

SCOPE OF WORK

The Parties agree that the scope of work for Hardware, Software and/or Services (the “Work”) agreed upon in the Order, as well as any supplementary documents attached to and made a part of the Order, may only be amended in writing and signed by authorized representatives of the Parties. The Order referenced in Customer’s P.O., or the amendment to the Order referenced in Customer’s amended P.O., as applicable, define the entire scope of the Work that CiSCO shall provide to Customer under that Order.

 

PRICING

Pricing is valid for thirty days from the last dated Proposal (or “Quote”) or Order. Pricing is in US dollars and does not include any destination sales/use tax, import/export duties or charges of such kind. Pricing for shipping/freight, unless specifically stated in the Order, will be invoiced at actual cost as incurred. Travel and expenses for site visits, unless specified otherwise in the Order, will be invoiced at the current field service rates.

 

PAYMENTS

All payments are due and payable net thirty (30) days from date of invoice.  Milestone payments apply against the total purchase price as specified in the Order, if applicable.  Freight, documentation and Services fees not itemized in the Order price will be invoiced upon delivery.

 

CONFIDENTIALITY

The Parties acknowledge that in connection with their relationship and the Work, either Party may obtain Confidential Information from the other. “Confidential Information” means proprietary and confidential information and may include, but is not limited to, trade secrets, know how, inventions, techniques, designs, processes, programs, schematics, software source documents, data, financial information, sales and marketing information and proprietary or trade secret information of the disclosing Party. The receiving Party shall keep in trust and confidence all Confidential Information and shall not use such Confidential Information other than to perform the Work nor shall the receiving Party disclose any such Confidential Information to third parties without the disclosing Party’s written consent. If requested, the receiving Party shall destroy or return to the disclosing Party Confidential Information upon termination or expiration of the Order. Under all circumstances, the receiving Party will treat the other Party’s Confidential Information using protections at least as stringent as it does with its own Confidential Information. The obligations of confidentiality do not apply to information which: (i) has entered the public domain, except where such entry is the result of the receiving Party’s breach of the Order; (ii) prior to disclosure hereunder was already rightfully in the receiving Party’s possession; or (iii) following disclosure hereunder is obtained by the receiving Party on a non-confidential basis from a third Party who has the right to disclose such information to the receiving Party. The receiving Party will be authorized to disclose Confidential Information pursuant to a valid order issued by a court, government agency or relevant regulatory authority.

CiSCO shall maintain information security controls to protect against unauthorized access to Confidential Information and shall take technical and organizational measures to maintain network and internet integrity using gateways, firewalls, protocols, and procedures to enhance data security.

 

WARRANTIES

 

 

 

 

 

 

HARDWARE. All equipment, parts, products, components, devices, and hardware (collectively, “Hardware”), furnished by CiSCO shall be of the kind and quality stated in the Order. Unless specifically stated otherwise, Hardware shall be new and free from improper workmanship and defective materials and shall substantially conform to Customer’s specifications.

Unless specifically indicated in an Order or Proposal, Hardware is warranted for the longer of three (3) months from shipment or through the original manufacturer’s warranty period. CiSCO shall assign to Customer any warranties and/or remedies provided to CiSCO by its Vendor. Unless the Vendor’s terms dictate otherwise, Customer has thirty (30) days from receipt of faulty or defective Hardware to notify CiSCO. CiSCO will work with Customer to troubleshoot issues and attempt to remediate the issue remotely, however, should Customer elect to return the Hardware, Customer must request a Return Materials Authorization (“RMA”) Number and instructions from CiSCO. Upon receipt of the returned Hardware, CiSCO will make a determination to repair or replace the defective Hardware, at CiSCO’s discretion, and notify Customer as to when to expect the repaired or replaced Hardware. No repair of Hardware or other costs are assumed by CiSCO unless agreed to, in advance, in writing. See CiSCO’s RMA Instructions. [SM1]

SERVICES. CiSCO warrants that Services provided pursuant to an Order shall be performed using personnel of required skill, experience, and qualifications in a professional and workmanlike manner and in accordance with industry standards and the specifications set forth in the Order. Services are warranted for a period of three (3) months from delivery. To initiate a warranty claim for Services, Customer must issue a P.O. to CiSCO for travel to Customer’s site to evaluate the warranty claim. If the warranty claim is due to a failure or defect in the Services or the associated Hardware or Software furnished by CiSCO and currently warranted, CiSCO will promptly make good any defect in the Hardware, Software or Services, including, at CiSCO’s sole discretion, removal, replacement and/or, with respect to defects in Services, re-performance of the Services so that they conform to the performance specifications in the Order.

 

SOFTWARE. CiSCO warrants that for a period of five (5) years following the first installation, CeDAR and breez75x software (the “Software”), will substantially conform to the published specifications and documentation, provided it is used on the computer Hardware for which it was designed, configured and installed. If a defect is discovered which prevents the Software from performing any of its essential functions, CiSCO will attempt to cure the defect within three (3) business days. CiSCO’s Software License Agreement [SM2] applies to its CeDAR and breez75x software and can be found here.

Software is designed to meet current, applicable Federal and local regulatory requirements when released. Changes in regulatory requirements and/or permitting requirements are not considered defects. Customer’s sole and exclusive remedy for breach of Software warranty shall be, at CiSCO’s option, (1) re-performance of the Work, (2) replacement of the Hardware and/or Software, or (3) Termination of the Order and the return of the portion of the Service fees paid to CiSCO by Customer for such non-conforming Software.

Warranty claims do not apply in cases a.) where installation, start up or activation services are performed by Customer or a third party not authorized by CiSCO, 2.) Hardware is provided or maintained by Customer or a third party not authorized by CiSCO, c.) Hardware has suffered abuse, misuse or neglect, d.) Hardware is failing due to programming errors by Customer or a third party not authorized by CiSCO, or e.) failure due to detrimental environmental factors.

 

OWNERSHIP OF PROPERTY

Unless agreed otherwise by CiSCO in writing, all tooling, fixtures, equipment, tools, software, and designs produced, acquired, or used by CiSCO for the purposes of fulfilling Customer‘s Order shall remain the property of CiSCO.

LIMITATION OF LIABILITY

a. To the extent required under local law, nothing in these Ts & Cs shall limit (i) CiSCO’s liability to Customer for bodily injury or death caused by CiSCO’s negligence or (ii) Cisco’s liability for fraudulent misrepresentation or in the tort of deceit.

b. Except as provided in a. in this Section, liability of CiSCO, its officers, employees, agents and suppliers collectively for claims arising shall be limited to the amount paid by Customer to CiSCO within the six (6) months preceding the claim. This limitation of liability is cumulative and not per incident.

c. In no event shall either Party, its respective affiliates, officers, directors, employees, agents or suppliers be liable for any special, incidental, indirect, or consequential damages, or lost revenue, lost profits, lost business opportunity, or lost or damaged data whether arising in contract, tort (including negligence), or otherwise.

d. To the extent allowed under local law, the Parties agree that this Section of the Ts & Cs fairly allocates the risks between the Parties. CiSCO and Customer further agree that this allocation is an essential element of the basis of the bargain between the Parties.

FORCE MAJEURE

Neither Party shall be liable for any delay or failure in performance due to events outside the defaulting Party’s reasonable control, including without limitation acts of God, earthquake, labor disputes, industry wide shortages of supplies, actions of governmental entities, riots, war, terrorism, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the defaulting Party shall be extended for a period equal to the period during which such event prevented such Party’s performance.

 

APPLICABLE LAW

& JURISDICTION

The validity, interpretation, and performance of these Ts & Cs and any applicable Order shall be controlled by the laws of the state of Colorado, United States of America, as if performed wholly within the state and without giving effect to the principles of conflicts of law, and the State and Federal courts of Colorado shall have exclusive jurisdiction over any claim arising under these Ts & Cs or any applicable Order.

 

ASSIGNMENT

Neither Party may assign or delegate its rights or obligations under the Order without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.

NOTICES

All notices under these Ts & Cs and any applicable Order will be in writing and sent to:

SBS Cisco, Inc. d/b/a Custom Instrumentation Services Corporation

7841 South Wheeling Court

Englewood, CO  80112

Attention: Contracts Manager

 

SEVERABILITY

In the event that one or more terms of the Ts & Cs or the Order becomes or is declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, each such term shall be null and void and shall be deemed deleted from the Ts & Cs and the applicable Order. All remaining terms of the Ts & Cs and the applicable Order shall remain in full force and effect.