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(720) 273-9411
Littleton, CO
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>Terms
And Conditions
Acceptance
of NetLAN Systems' Terms and Conditions:
All sales or
service made by NetLAN Systems to its customers are subject to these terms
and conditions. Customer's acceptance of these terms and conditions shall
be made by either (i) Customers acceptance of any Product from NetLAN
Systems or (ii) Customers acceptance of any Service from NetLAN Systems
whichever occurs first. Note that these terms and conditions may be updated
by us from time to time without notice to you. The most current version
of NetLAN Systems' terms and conditions can always be found at http://www.netlansystems.com.
Entire
Agreement:
These terms and conditions
along with the relevant Sales Order constitute the entire agreement with
regard to any sale or service provided by NetLAN Systems and expressly
supersede and replace any prior or contemporaneous agreements, whether
written or oral, relating to said sale or service, including any terms
and conditions on any of customer's documents or purchase orders.
Limitation
of Liability:
NetLAN Systems shall not be
liable to Customer or any other party for any loss, damage, or injury
that results from the use or application by Customer or any other party,
of products delivered to Customer, unless the loss or damage results directly
from the grossly negligent, intentionally tortious or fraudulent acts
or omissions of NetLAN Systems. In no event shall NetLAN Systems be liable
to Customer or any other party for loss, damage, or injury of any kind
or nature arising out of or in connection with these terms and conditions,
or any agreement into which they are incorporated, or any performance
or nonperformance under these terms and conditions by NetLAN Systems,
its employees, agents or subcontractors, in excess of the net purchase
price of the product or services actually delivered to and paid for by
Customer hereunder. In no event shall NetLAN Systems be liable to Customer
or any other party for indirect, special or consequential damages, including,
but not limited to loss of good will, loss of anticipated profits, or
other economic loss arising out of or in connection with NetLAN Systems'
breach of, or failure to perform in accordance with any of these terms
and conditions, or the furnishing, installation, servicing, use or performance
of any products or information NetLAN Systems shall provide hereunder,
even if notification has been given as to the possibility of such damages.
Customer hereby expressly waives any and all claims for such damages.
understands and agrees that he/she is solely responsible for the backup
of any and all data. Furthermore, NetLAN Systems shall not be liable for
any direct,indirect, incidental, special, consequential or exemplary damages,
including but not limited to, damages for loss of profits, goodwill, use,
data or other intangible losses resulting from:
(i) the use or
the inability to use NetLAN Systems' services;
(ii) the cost of procurement
of substitute goods and services resulting from any goods,
data, information or services purchased or obtained or messages received
or transactions
entered into through or from the service;
iii) or any other information provided by NetLAN Systems, either verbal
or documented
or any other damages or claims whatsoever, whether such damages or claims
arise in contract, tort (including without limitation, negligence), under
statute, in equity, at law or otherwise.
Statute
of Limitations:
You agree that regardless
of any statute or law to the contrary, any claim or cause of action arising
out of or related to use of the Service or the TOS must be filed within
one (1) year after such claim or cause of action arose or be forever barred.
Governing
Law and Jurisdiction:
This agreement is governed
by the laws of the State of Colorado, without regard to its conflict or
choice of law provisions. Customer acknowledges and agrees that the venue
for any litigation between the parties shall be in Denver, Colorado and
that Colorado courts have jurisdiction over this agreement and Customer.
No Waiver:
Failure or delay of
NetLAN Systems to exercise a right or power under these terms and conditions
shall not operate as a waiver thereof, nor shall any single or partial
exercise of a right or power preclude any other future exercise thereof.
Binding Effect/Assignment:
These terms and conditions
shall be binding upon and shall insure inure to the benefit of the parties
hereto and their respective representatives, successors and permitted
assigns. Neither party may assign its rights and/or duties under these
terms and conditions without the prior written consent of the other party
given at the other party's sole option. Any such attempted assignment
shall be void. Notwithstanding the foregoing, NetLAN Systems may assign
any unpaid sales invoice from the Customer to a subsidiary or affiliate
upon notice to Customer.
Partial Invalidity:
If any provision of these terms and conditions shall
be held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted
by applicable law and the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
Captions:
The captions used herein
are for reference purposes only and shall have no effect upon the construction
or interpretation of any provisions herein.
Payment
Terms:
All accounts are due
and payable within 30 days of the Sales Order or within the terms specified
on the Sales Order whichever is the lesser. Customer shall not deduct
any amounts owing from any NetLAN Systems invoice without NetLAN Systems'
express written approval, which approval shall be contingent upon Customer
providing all supporting documentation for such deduction as required
by NetLAN Systems. If the Customer fails to make payment on any invoice
by the 30th day following the invoice date, a late charge of $25.00 plus
the lesser of one and one-half percent (1.5%) per month (18% per year)
or the maximum amount allowed by law will be charged on all past due balances
commencing on the date the payment is due. Please advise your accounts
payable department of payment terms and ask them to ensure that payment
is made by the due date. No further goods or services will be provided
where an account has not been paid by the agreed date - repeated late
payment may result in further transactions being on a cash basis. In the
event an account becomes past due, NetLAN Systems shall have the right,
in addition to any and all other rights and remedies available to NetLAN
Systems at law or in equity, to immediately revoke any or all credit extended,
to delay or cancel future deliveries of products and/or services. Customer
shall pay all costs of collection incurred by NetLAN Systems, including
reasonable attorneys' fees and/or collection agency fees. Products on
credit terms shall terminate without notice if Customer files a voluntary
petition under a bankruptcy statute, or makes an assignment for the benefit
of creditors, or if an involuntary petition under a bankruptcy statue
is filed against Customer, or if a receiver or trustee is appointed to
take possession of the assets of Customer.
A $25.00
collection fee will be charged for all dishonored checks and NetLAN Systems
reserves any other legal remedies available in this regard, including
rights under the Colorado Bad Check Act.
GOODS
WHICH WE HAVE SUPPLIED TO THE CUSTOMER SHALL REMAIN NETLAN SYSTEMS' PROPERTY
UNTIL PAYMENT IN RESPECT THEREOF HAS BEEN RECEIVED IN FULL AND ALL ORDERS
ARE ACCEPTED ON THE TERMS AND CONDITIONS HEREIN AND OVERRIDE ANY OTHER
TERMS AND CONDITIONS ON CUSTOMER ORDER FORMS.
Taxes:
Unless otherwise stated
on the face hereof, stated prices do not include any customs duties, sales,
use, value added, excise, federal, state, local or other taxes. All such
duties or taxes shall be paid by Customer, or, in lieu thereof, Customer
shall provide NetLAN Systems with an appropriate tax exemption certificate.
Last Updated: 3/6/2006
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