Sanity Solutions, Inc. Terms and Conditions
1. ACCEPTANCE. Acceptance of this proposal is expressly limited to the terms and conditions contained herein. This proposal becomes a contract when Client returns a written acknowledgment of the proposal or otherwise requests performance by Sanity Solutions, Inc. by purchase order or otherwise.
2. SHIPPING. Client may be charged for transportation, packaging, packing and other costs of shipping which may or may not be included elsewhere in this agreement.
3. CHANGES, CANCELLATION AND ADJUSTMENTS. Sanity Solutions, Inc. may suspend or cancel performance, make changes in the quantities, drawings, design, applications, delivery schedule, methods of shipment or packaging of the supplies, or any combination of the foregoing. If any such change results in an increase or decrease in the cost of, or line required of this proposal, Sanity Solutions, Inc. will make commensurate adjustment(s) to the purchase order price and/or delivery schedule, which will be reflected on a revised invoice sent to the Client. Any objection to such adjustment(s) shall be deemed waived by Client unless asserted by Client in writing within thirty days of receipt of the revised invoice. Nothing herein shall excuse Client from proceeding without delay in the performance of this proposal as revised.
4. WARRANTIES AND REMEDIES. A. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SANITY SOLUTIONS WILL PROVIDE THE HARDWARE AND/OR SOFTWARE “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OTHER THAN TO PROVIDE SERVICES IN A PROFESSIONAL AND WORKMANLIKE MANNER. SANITY SOLUTIONS, INC. WILL AGREE TO TRANSFER TO CLIENT ANY MANUFACTURER’S WARRANTIES OF ALL SOFTWARE/HARDWARE PURCHASED BY CLIENT.
B. SANITY SOLUTIONS, INC, WILL NOT, BE LIABLE TO CLIENT FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, LOSS OF INFORMATION OR DATA OR ANY OTHER SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION AND/OR PERSONAL INJURY) AS A RESULT OF WORK PERFORMED BY SANITY SOLUTIONS, INC., OR CLIENT’S USE OF PRODUCTS AND/OR SOFTWARE PROVIDED BY SANITY SOLUTIONS, INC.
C. IN THE EVENT SANITY SOLUTIONS, INC. IS SUBJECT TO ANY LIABILITY ARISING FROM BREACH OF CONTRACT OR OTHERWISE, SANITY SOLUTIONS, INC. LIABILITY SHALL NOT EXCEED THE BOOK VALUE OF THE PRODUCT(S) WHICH WAS/WERE FOUND TO HAVE NOT COMPLIED WITH THIS PROPOSAL.
5. EXCUSABLE DELAYS. Sanity Solutions, Inc. shall not be liable for damages or delay in delivery arising out of causes beyond its control, including, but not limited to manufacturer’s backorder or delay, manufacturer error or omission in shipping, client changes in configuration, force majeure, acts of nature and acts of war.
6. TERMINATION. This Proposal may be terminated with written notice to the other party only as follows:
a. By either party with 30 days written notice to the other party,
b. By either party, if the other party materially breaches any term or condition of this Proposal and fails to cure suc h breach within thirty (30) days after receipt of notice thereof, or
c. By: (i) Sanity Solutions, Inc., if Client becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or is liquidated, voluntarily or otherwise; and (ii) Client, if Sanity Solutions, Inc. becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or is liquidated, voluntarily or otherwise.
7. INDEMNITY. Client shall, at its sole expense, hold harmless and defend Sanity Solutions, Inc., its successors and assigns against any claim or action for the infringement of any patent, copyright or trademark, and shall indemnify the aforesaid parties against all damages, costs and expenses arising therefrom by reason of the use of hardware and/or software sold by Sanity Solutions to Client under the terms of this and future Proposals but used by client in another manner.
8. PATENT RIGHTS AND USE OF TECHNICAL INFORMATION. Any specification, drawings or technical information furnished to the Client shall remain Sanity Solutions, Inc. property, shall be kept confidential, and shall be returned at Sanity Solutions, Inc. request. Such documents shall be used in filing this order and may not be used for any other purposes unless agreed to by Sanity Solutions, Inc. in writing. Furthermore, Sanity Solutions, Inc. reserves patient rights embodied in designs, tools, patterns, drawings, information and equipment supplied by Sanity Solutions, Inc. under the proposal and exclusive rights for the use and reproductions thereof.
9. CHOICE OF LAW. This contract shall be governed by, subject and contained under the laws of the State of Colorado. Client acknowledges that by purchasing such goods from Sanity Solutions, Inc., it is doing business within the state of Colorado. Client will comply with all federal, state and local laws applicable to the performance of this proposal.
10. ASSIGNMENT. The Client may not assign the contract or any rights thereunder, including monies due or to become due, without the written approval of Sanity Solutions, Inc.
11. RISK OF LOSS. All risk of loss on supplies of items furnished under this contract shall follow the custody thereof, except that Client shall bear the risk of loss on rejected supplies ordered or requested by Client until returned or credited by Sanity Solutions, Inc.
12. SUBCONTRACTS. No subcontracts shall be made by the Client with any other party for the resale/purchase of any of the supplies hereunder purchased by Client from Sanity Solutions, Inc., in completed or substantially completed form, without the prior written approval of Sanity Solutions, Inc.
13. WAIVER. No waiver, alteration or modification of any of the provisions of this contract shall be binding on Sanity Solutions, Inc. unless substituted by written amendment duly signed by Sanity Solutions, Inc.
14. TAXES. Client shall be responsible for the payment of all taxes whether sales, use, excise or otherwise. Such taxes will be included on the invoice from Sanity Solutions, Inc.
15. EULA. Client agrees to be bound by all End User License Agreements as installed on the hardware and accepted by Sanity Solutions, Inc. on Client’s behalf. Such EULAs from the manufacturer may contain additional warranties and liability limitations which are accepted by Client by having the software installed.
16. PAYMENTS. Client agrees that all supplies and services will be billed for not less than monthly on terms of net thirty. Late payments will accrue late charges at a rate of 18% per annum.
17. RETURN MERCHANDISE AGREEMENT: To be determined, based on manufacturer policies. Restocking fees may apply.
18. MISCELLANEOUS. These terms and conditions together with any other terms stated on the front side hereof or by separate written communication, including but not limited to Statement of Work and Completion of Work terms, constitute the entire agreement for this transaction. At any time, Sanity Solutions, Inc. may revise these Terms and Conditions by updating this posting.
Version Date: 2019-01-24