General Business Terms
(Revised October 20, 2020)
The term "Software" as used in this Agreement means the computer programs contained on the Discs, CDs, DVDs or Electronically transmittable.
The term "Hardware" as used in this Agreement means tangible electronic components including but not limited to Computers, Monitors, Keyboards, and Printers, but excluding any consumable supplies.
The terms "Installation", "Training", "Support", “Consulting” and/or "Service" as used in this Agreement means time spent by the employees of Business Computer Technologies (BCT) working with or upon the request of Client, the employees of Client, or an agent of Client.
The term "Direct Expenses" as used in this Agreement means any expenses incurred by BCT in working with or upon the request of Client, the employees of Client, or an agent of Client, including but not limited to, hotel, airfare, meals, travel, supplies, postage, freight, and consumable supplies.
The term "Consumable Supplies" as used in this Agreement means any item which is consumed during the act of utilization or is a removable storage media, including but not limited to, invoices, checks, statements, purchase orders, paper, ribbons, toner cartridges, backup tapes, and diskettes.
The term "BCT Office" as used in this Agreement means the office or operating location which the employee providing the service works from normally.
The prices in this Agreement for Hardware and Software are guaranteed for 10 days from the Proposal Date and thereafter are subject to change without notice. Rates for Installation, Training, Support, Consulting and/or Service are subject to change without notice.
If Estimates are used in the Proposal and if the actual Installation, Training, Consulting & Support, Freight, Sales Taxes and/or Travel Expenses are less than the estimate, Buyer's account will be credited, likewise if the actual exceeds the estimate an invoice will be rendered.
The only Services that are covered by this Agreement are those specifically stated within this Agreement. There are no implied Services included.
Certain Services such as testing of Hardware, Installation of Software, Software configuration, system design, procedures development, controls development, training, etc. may be performed, if applicable, at BCT Office to save on-site installation time.
Any and all source code written by Business Computer Technologies, Inc., any agent of Business Computer Technologies, Inc. for applications, modifications, interfaces, data conversions, reports, etc. is the exclusive property of Business Computer Technologies, Inc.
Payment in advance is required for all Hardware, Software, Services, Freight, Sales Taxes, Travel Expenses, Supplies and Other Expenses, unless otherwise stated.
Out of town travel time (over 30 miles) from BCT Office to customer site, if applicable, is computed at 75% of regular per diem rate, this includes BCT employee time and mileage. If less than 30 miles from BCT Office to the customer site, then the travel time is billed at the BCT employees' regular per diem rate.
No consumable supplies are included with Hardware or Software, unless specifically stated in this Agreement.
BCT does not warrant any Hardware or Software, however the manufacturer's warranties on the Hardware and Software does apply to the Buyer as the End User through the Manufacturer. BCT will charge at its normal per diem rate for all time required to diagnose, communicate to the Hardware or Software manufacturer, and implement the results.
No Hardware or Software may be returned without obtaining a Return Materials Authorization (RMA), from BCT, prior to return. Refunds will be given for any Hardware and Software that is returned, based on the original purchase price, less any shipping or restocking fees, provided such credit is granted by the manufacturer. RMA will be approved in accordance with our policies in effect at time of requests.
Unless specifically stated the estimated Service for running any cables has not been included in this Agreement. Buyer should confer with an electrician on the proper running of cables in Buyer's building(s).
All Equipment will be shipped F.O.B. place of manufacture and the Buyer shall reimburse BCT for any freight, insurance, handling or other related charges which are advanced by BCT. Title to the Equipment shall not pass to the Buyer until BCT has been paid all amounts due under this Agreement.
All delivery dates, Oral or Written, are estimates. Further, BCT shall not be liable for any delay in delivery or for any failure in performance due to any cause beyond its control, including acts of God or government, labor disputes or inabilities to secure materials or transportation. BCT's time of performance shall be extended for a period equal to the duration of such delay.
As stated, based on the number of software modules ordered, BCT recommends an estimated amount of training that will enable you, the Buyer, to understand and comprehend the software features. If you, the Buyer, decide not to take advantage of the training segment, you further declare to hold harmless BCT in the event that you, the Buyer, encounter difficulties utilizing and incorporating the software.
Buyer agrees to pay BCT finance charge on any accounts that are over Terms. These rates being 1.5% per month or 18% annual. Terms for Hardware/Software, Services, Maintenance, Freight and Sales Taxes unless otherwise stated is Prepay.
III. DISCLAIMER OF WARRANTY AND CONSEQUENTIAL DAMAGES
The Hardware and Software is covered only by such warranties as are extended by the Manufacturers of the Hardware and Software.
Those warranties are exclusive, and in lieu of all other express and implied warranties including, but are not limited to, implied warranties of merchantability and fitness for a particular purpose, and any implied warranty that the equipment is delivered free of the rightful claim of any third party by way of infringement or the like. BCT shall in no event be subject to any other obligations or liabilities, whether arising out of breach of contract or warranty, negligence or other tort or any theory of strict liability with respect to products sold or services rendered by BCT, or any undertakings, act or omissions hereunder or relating thereto. The Buyer is advised to test the Hardware and Software thoroughly before relying on it. The Buyer assumes the entire risk of using the Hardware and Software.
Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to Buyer. Also, some jurisdictions do not allow the limitation or exclusion of liability for special or consequential damages, so the above limitation or exclusion may not apply to Buyer. This warranty gives Buyer specific legal rights and Buyer may also have other rights which may vary from jurisdiction to jurisdiction.
Without limiting the generality of the foregoing, BCT specifically disclaims any liability for property or personal injury damages, penalties, special or punitive damages, damages for lost profits or revenues, loss of use of products or any associated equipment, cost of capital, cost of substitute products, facilities or services, down-time, shut-down or slow-down cost, or for any other types of economic loss, and for claims of purchaser's customers or any third party for any such damages.
Performing a Needs Analysis is not the basis for a final selection of Software. Instead, a Needs Analysis is one of the tools to assist in the narrowing of the search for a Software product. The final determination is made by Buyer. Since the Needs Analysis is a purchased survey accumulating data on Software products from independent researchers BCT makes no assertions as to the accuracy of the features of the Software products.
This Agreement shall be governed by the Laws of the State of Arizona.
In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.
This Agreement sets forth the entire understanding, and hereby supersedes any and all prior agreements, oral or written, heretofore made between the parties with respect to the subject matter of this agreement, and there are no representations, warranties, covenants, agreements or collateral understandings, oral or otherwise, expressed or implied, affecting this Instrument that are not expressly set forth herein. This Agreement may not be amended except by in writing, signed by both parties.