Terms & Conditions of Sale
These Terms and Conditions between Intellisite LLC, a California limited liability company, having its principal place of business at 2400 Rockefeller Drive, Ceres CA 95307 (“Intellisite") and any purchaser of Intellisite Products pursuant to a binding quote, purchase order, invoice or other sales documentation ("Customer" and together with INTELLISITE the “Parties” and/or the “Party”) shall establish the terms of purchase of the INTELLISITE Product or Software (the “Terms and Conditions” or the “Agreement”). Customer understands and agrees that these Terms and Conditions shall be deemed to be part of any purchase agreement and/or End User License Agreement (“EULA”).
All price lists, quotations, order confirmations and acknowledgments, and sales invoices of INTELLISITE relating to the sale of products by INTELLISITE or for the rendering of services by INTELLISITE to the Customer are subject to the following terms and conditions:
Intellisite Products: INTELLISITE, is a market leader in IP Surveillance focusing on multiple surveillance markets including video storage solutions, CCTV Security Camera surveillance, IP Networked Security systems, Rapid Deploy Systems for Public Safety, and Access Control Services, software and cloud services. These Terms and Conditions shall govern Customers purchase of any such product(s) or service(s) (collectively, the “Products”) from INTELLISITE.
By email: email@example.com
Contacting INTELLISITE: INTELLISITE may be contacted using any of the following methods:
By mail: 2400 Rockefeller Drive, Ceres, CA 95307
By email: firstname.lastname@example.org
By phone: 888-410-4240
By web: http://www.intellisite.io
Normal business hours of operation are from Monday through Friday 8am to 5pm (PST). In special instances INTELLISITE may be closed due to a holiday or other reasons. During those instances, INTELLISITE may not be readily available to respond to any inquiry. Inquiries during these times will be responded to on or after the next normal operating business day. Monitoring, remote support, and after hours services are provided by our Network Operations Center / Technical Assistance Center in Costa Rica.
Acceptance of Terms
The acceptance of any order by INTELLISITE is subject to Customer's acceptance of all of the terms and conditions set forth in these Terms and Conditions of Sale and the INTELLISITE EULA. Customer's agreement to these Terms and Conditions and the EULA shall be presumed from Customer's receipt of these Terms and Conditions of Sale or from Customer's acceptance of any or all parts of the Products or services ordered.
Payment Terms. Customer shall pay to INTELLISITE, all fees due hereunder within thirty (30) days of receipt of invoice. All invoices will be issued on the date of shipment of the Products. Customer acknowledges that a purchase order is for administrative convenience only and that INTELLISITE has the right to issue invoices and collect payments without a corresponding purchase order. Unless otherwise agreed in writing by INTELLISITE, all purchases are non-cancelable, and all fees are non-refundable. Customer shall have no right to withhold or reduce amounts owed or set off any amount against amounts owed for any alleged claims or alleged defects.
At the sole option of INTELLISITE, export orders may be subject to special export payment terms and conditions. Cash or anticipation discounts will not be accepted. All payments must be in U.S. dollars. INTELLISITE shall have the right to offset or deduct payment against any sums owed to INTELLISITE by Customer. If the products are delivered in installments, Customer shall pay for each installment in accordance with the above payment terms.
Late Payments. If Customer fails to make payment within thirty (30) days from receipt of INTELLISITE’S invoice, INTELLISITE may defer any future shipments until such payment is made, or may at its option cancel all or any part of unshipped order and/or other unshipped orders. Any sums owed to INTELLISITE and not paid when due shall be subject to finance charges of 1.5% per month (18% APR) from the date payment becomes due until payment is received. In addition, INTELLISITE shall be entitled to reimbursement for all costs of collection, including, but not limited to attorney fees whether or not legal action is instituted, and shall include all costs of trial and any appeal there from.
Sales Tax. INTELLISITE is required to charge applicable state and local tax on every item for which sales tax applies pursuant to applicable law, and for which an exemption certification has not been provided by Customer. When ordering Customer shall indicate clearly which items are tax exempt and provide your tax-exempt number and certificate. Internet sales are subject to sales tax requirements in the same manner as other retailers. The amount of sales tax charged depends on several factors, including the type of purchaser, the items purchased, and the state and/or local sales tax rate charged at the destination where the items are shipped. Sales tax will be charged by INTELLISITE where applicable.
Shipping Charges. All products shall be shipped F.O.B. either Ceres, CA or Fort Mill, SC. Freight is prepaid and added to merchandise shipped (before tax and freight), unless otherwise stated, to Customer's place of business anywhere in the contiguous United States, using routing of choice. Other terms apply to Alaska, Hawaii, Puerto Rico and export orders. Customer will pay any extra charges incurred for additional services, such as Customer's carrier or special handling at the destination. If any item is backordered, on an order qualifying for freight prepayment, that item will be shipped prepaid. Title and risk of loss shall pass to Customer upon receipt by Customer, as evidenced by the delivery confirmation of the carrier. If product was damaged in transit, INTELLISITE will, within reasonable time, replace the product and subsequently file claim with carrier.
Cancellations and Rescheduling. If Customer cancels or reschedules an order for INTELLISITE hardware within thirty (30) days of INTELLISITE’s estimated shipping date, Customer shall pay INTELLISITE the restocking fees associated with such cancelled order.
WARRANTY AND LIMITATION OF LIABILITY
Limited Warranty. Unless otherwise specified in writing, all products manufactured and distributed by INTELLISITE are warranted only to Customers for resale or for use in business or original equipment manufacturer, against defects in workmanship or materials under normal use for a period of one (1) year from the date of purchase. Any product which is returned to INTELLISITE requires a "Returned Merchandise Authorization" (“RMA”) with shipping costs prepaid. Products returned under warranty, determined by INTELLISITE to be defective in materials or workmanship, will be repaired or replaced at the option of INTELLISITE. The above shall be Customer’s exclusive remedy for any defect mentioned above in accordance with the limited warranty mentioned herein.
For installation of products, INTELLISITE warrants only those defects that arise as a result of normal use of the product and does not cover any other problems, including those that arise as a result of: (i) improper maintenance or modification; (ii) software, media, parts or supplies not provided or supported by INTELLISITE; (iii) operation outside the product’s specifications; (iv) negligence, unauthorized modification or misuse, (v) building power or connectivity issues, or (vi) acts of nature. Any modifications to the system, hardware or software by Customer, a third party, or any other party or individual aside from INTELLISITE can cause system failure and invalidate the warranty described herein.
For a period of (1) one year from date of purchase, INTELLISITE shall warrant labor, materials, programming and workmanship provided by INTELLISITE (its suppliers and/or sub-contractors) as outlined below. During the warranty period, INTELLISITE will repair/replace/reconfigure any defective components furnished as part of the original system. All warranty work shall be performed during normal business hours Monday – Friday, 8:00am – 5:00 pm Pacific Time.
Pass-Through Warranty. To the extent that any Product or component thereof is covered by a manufacturer’s warranty longer than one (1) year, INTELLISITE will pass through the benefits of such warranty to Customer on a parts-only basis. In such case, INTELLISITE will assist Customer to obtain replacement parts and offer repair/installation services to Customer at standard INTELLISITE rates for such service(s).
Warranty Disclaimer. The limited warranty above is the sole warranty of INTELLISITE. Descriptions in product literature or elsewhere are not warranties. No warranty or affirmation of fact, express or implied, other than as set forth in these Terms and Conditions is made or authorized by INTELLISITE. INTELLISITE disclaims any liability for product defect claims that arise from product misuse, improper product selection or misapplication. Furthermore, INTELLISITE makes no warranty of merchantability or fitness for a particular purpose.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER INTELLISITE NOR ITS VENDORS MAKE ANY REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR INTEGRATION WITH THE SERVICE, OR ANY CONSULTING SERVICES, SOFTWARE, HARDWARE OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE OPERATION OF ANY SUCH SERVICE, SOFTWARE, HARDWARE OR OTHER MATERIAL WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.
Limitation of Liability. IN NO EVENT SHALL INTELLISITE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES INCLUDING DAMAGES FOR LOSS OF USE, DATA OR PROFIT, ARISING OUT OF OR CONNECTED WITH THE USE OR FAILURE OF THE SOFTWARE OR HARDWARE PRODUCTS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF INTELLISITE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL INTELLISITE'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY AGENCY TO INTELLISITE FOR ANY PRODUCTS FURNISHED UNDER THIS AGREEMENT.
The provisions of the Agreement allocate the risks between INTELLISITE and Customer. The fees reflect this allocation of risk and limitations of liability herein. The aforementioned liability limitations shall include any claims against employees of, subcontractors of, or any other persons authorized by, either party.
Contingencies. INTELLISITE shall not be in breach of this contract and shall not be liable for any non-performance or delay in performance if such non-performance or delay is due to the Customer, a force majeure event or other circumstances beyond INTELLISITE’s reasonable control, including but not limited to, shortages of labor, energy, fuel, machinery or materials, technical or yield failures, war, civil unrest, global or local pandemic, any government act, law or regulation, including any judicial order or decree, any communication or power failure, labor dispute, natural disaster, fire, flood, earthquake, explosion, pandemic, terrorist act or Act of God. In the event of a shortage of products, INTELLISITE may allocate, at its sole discretion, product production and deliveries.
INTELLECTUAL PROPERTY AND CONFIDENTIALITY
Intellectual Property. Customer acknowledges the Intellectual Property of any INTELLISITE Product is solely and exclusively of INTELLISITE. The Intellectual Property shall include any INTELLISITE Product or Software and its underlying Technology. Customer shall not remove, or allow the removal of, any copyright or other proprietary rights notice included in and on INTELLISITE’s Products or Software or take any other action that could adversely affect the property rights of INTELLISITE. Nothing in this Terms and Conditions shall be deemed to give Customer any rights in the trademarks, service marks, patents, trade secrets, confidential information, copyrights or other intellectual property rights of INTELLISITE, and Customer shall be strictly prohibited from using the name, trademarks or service marks of INTELLISITE in Customer's promotion or publicity without INTELLISITE prior express written approval.
Confidential Information. Customer hereby undertakes to protect as confidential and not to disclose to any third party any Confidential Information (as this term is defined below) received from INTELLISITE, or which is in any manner obtained in relation to, or with respect of the execution of the Terms and Conditions. For these purposes, “Confidential Information” means information not available to the general public and which is used, developed or obtained by INTELLISITE, including but not limited to, the following: (i) information, procedures and data obtained and/or developed by INTELLISITE; (ii) INTELLISITE Product or Software and its underlying Technology, other products and services; (iii) pricing and cost structures; (iv) business and accounting methods; (v) INTELLISITE manuals, documents; (vi) all production methods, processes, technology and trade secrets; and (vi) any other similar information in any manner related to them. Furthermore, the Customer undertakes to use the Confidential Information only as a way of fulfilling the obligations assumed under these Terms and Conditions. In order to keep the information in strict confidence, the Customer undertakes to take all the necessary and reasonable security measures, taking the same degree of care that the Customer used to protect its own confidential information (but in no event, less than reasonable care as established in the applicable law). The Customer shall take all and any technical and organizational measures required to guarantee the security and secrecy of Confidential Information, to avoid its adulteration, loss, consultation or unauthorized treatment, to detect any deliberate or non-deliberate unauthorized use of the Confidential Information.
Miscellaneous. It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. A printed version of these Terms and Conditions shall be admissible in judicial or administrative proceedings and subject to the same conditions as other business documents and records originally generated and maintained in printed form. No prior representations or statements relating to the sale of the products made by any INTELLISITE representative, which are not stated herein, shall be binding on INTELLISITE. No addition to or modification of any provision of this contract shall be binding upon INTELLISITE unless made in writing and signed by a duly authorized INTELLISITE representative. No course of dealing or trade usage or course of performance shall be relevant to explain or supplement any term in this contract.
Amendment. No addition or modification of terms and conditions shall be binding upon INTELLISITE unless agreed to by INTELLISITE in writing. If a purchase order or other correspondence contains terms or conditions contrary to these "Terms and Conditions of Sale", the acceptance by INTELLISITE of any order shall not be construed as agreement to any additional terms and conditions, nor will that constitute a waiver by INTELLISITE of any of the terms and conditions contained in these "Terms and Conditions of Sale".
Conflict. Any additional, inconsistent, or different "Terms and Conditions of Sale" or conditions of purchase of Customer contained in Customer's purchase order, or other document submitted to INTELLISITE at any time, whether before or after the date hereof, are hereby expressly rejected by INTELLISITE. Furthermore, this Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions which may appear on any purchase order or other document furnished by one party to the other, and any additional terms and conditions in any such purchase order or other document shall have no force and effect.
Notice. All notices pursuant to this Agreement shall be in writing and shall be deemed duly given when delivered (certified or registered mail or by an overnight courier service with delivery receipt) to the respective executive offices of INTELLISITE or Customer at the address first set forth in these Terms and Conditions.
Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware, without reference to its conflicts of law principles. Any action brought to enforce or interpret this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts located in Mecklenburg County, North Carolina (“Selected Venue”) and each party hereby irrevocably and unconditionally consents to personal jurisdiction of the Selected Venue.