| Current Promotions |
| Avaya 3645 - $345.00 each; Repair $99 each |
PTB410 - $135.00 each (Min. Qty 4+); Repair $79.00 each |
| 8440 84xx - Click for Pricing; Repair $165 each |
i640 - $199.00 each (Min. Qty 2+); Repair $89.00 each |
| LTB100 - $309.00 each (Min. Qty 2+); Repair $99 each |
WLAN 6140 VoIP -$399 each (Min. Qty 4+); Repair $99 each |
| $100
Discount on Any New Installation of a Phone
System. |
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| SALES TERMS AND CONDITIONS |
1. SALES PRICE; PAYMENT; TAXES: Purchaser agrees to pay the unit price of each item of equipment, part or sub-assembly ("Equipment"), less any security deposit, as specified. Interest on any past-due payments shall accrue at the rate of one and one-half percent (1 1/2%) per month or at the maximum rate allowed by law. All prices are exclusive of applicable taxes or other charges imposed by law and are F.O.B. Seller's dock or other specified site. All taxes or other charges will be added to the price and itemized or invoiced separately. The purchase price, together with any accrued interest, taxes, or other charges, is due on demand unless provided otherwise in writing.
2. SITE PREPARATION: Purchaser is solely responsible for site preparation.
3. RETURN POLICY: Purchaser may return Equipment purchased hereunder only upon prior authorization from Seller and provided that a return authorization number ("RAN") supplied by Seller accompanies the returned Equipment. Only Equipment that is unused, and which has been return-shipped by Purchaser within thirty (30) days of the date of purchase of the Equipment, will be eligible for return. Purchaser shall be responsible for return freight and shall pay a twenty percent (20%) restocking fee for all Equipment returned.
4. TITLE; RISK OF LOSS; SECURITY INTEREST; REMEDIES OF DEFAULT: Title and ownership to each item of Equipment sold pursuant to a Sales Agreement shall remain in the Seller until payment is made in full, including any additional charges provided for herein. Risk of loss shall pass to Purchaser upon delivery or Purchaser's delivery agent. Purchaser expressly agrees to keep in full force fire, theft, and accident insurance for the benefit of both parties as their interests may appear from the date of delivery.
Seller reserves a purchase money security interest in the Equipment sold hereunder as security for performance of the Purchaser's obligations.
Should the Purchaser fail to perform any of its obligations pursuant to this Sales Agreement, or default in payment of any charges due hereunder, Seller may, at its option, do any of the following: (i) terminate this Sales Agreement upon notice to Purchaser; (ii) whether or not this Sales Agreement is terminated, take possession of any or all of the Equipment, wherever situated, and for such purpose, enter upon any premises without liability for doing so; (iii) retain all or a portion of the security deposit, if any, previously paid by Purchaser, and suspend performance under this or any other agreement with Purchaser, including Purchaser's affiliates, as an offset to Purchaser's liability for such default. Repossession of the Equipment, if at Seller's direction, shall not be deemed a waiver of Seller's right to damages it may sustain as a result of Purchaser's default and Seller shall have the right to enforce any other legal remedy as provided by law. Purchaser shall in any event remain fully liable for damages resulting from breach including, but not limited to, all costs and expenses incurred by Seller on account of such breach including court costs and reasonable attorneys' fees. The rights afforded Seller hereunder shall not be deemed to be exclusive, but shall be in addition to any other rights or remedies provided by law.
5. WARRANTIES; DISCLAIMERS: The Seller represents and warrants that, at the time each item of Equipment is delivered, the Seller will be the lawful owner of such Equipment, free and clear of any liens and encumbrances (other than those which may arise from this Sales Agreement) and will have full right, power, and authority to sell the same to Purchaser.
With the exception of those sales identified on the Sales Agreement or Invoice as "as is with no warranties," Seller warrants the Equipment as follows:
- (a) Telecommunications Equipment: The Equipment will be free from defects in material and workmanship for the period of time specified on the original Sales Agreement or Invoice. If no period of time is specified, the term of the warranty shall be for one (1) month. The warranty period shall run from the date of shipment to Purchaser. Seller's sole liability is limited under this or any other warranty to repair or replacement of the Equipment, or any part thereof, at Seller's option, upon return to Seller, freight prepaid.
- (b) Computer Equipment: The Equipment will be free of defects in material and workmanship for a period of one month from the date of delivery to Purchaser or tender to Purchaser's delivery agent or common carrier. Seller's sole liability is limited under this or any other warranty to repair or replacement of the Equipment, or any part thereof, at Seller's option, upon return to Seller, freight prepaid.
The Purchaser, recognizing that the Seller is not the manufacturer of the Equipment, expressly waives any claim against the Seller based on any infringement or alleged infringement of any patent with respect to any item of Equipment or for any indemnity against such patent claim made by another against the Purchaser.
PURCHASER EXPRESSLY WAIVES ANY CLAIM AGAINST THE SELLER, NOT BEING THE MANUFACTURER OF THE EQUIPMENT, RELATED TO FAILURE OF THE EQUIPMENT TO FUNCTION WITHOUT ERROR OR INTERRUPTION RELATED TO DATE DATA FROM MORE THAN ONE CENTURY. AS USED HEREIN "DATE DATA" MEANS ANY DATA OR INPUT, WHICH INCLUDES AN INDICATION OF OR REFERENCE TO DATE.
THE EXPRESS WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY. PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING ON SELLER'S SKILL OR JUDGMENT TO SELECT OR FURNISH ANY PARTICULAR ITEM OF EQUIPMENT FOR ANY PARTICULAR PURPOSE AND THAT THERE ARE NO WARRANTEES WHICH ARE NOT CONTAINED IN THIS SALES AGREEMENT. SELLER SHALL NOT BE LIABLE FOR DAMAGES, INCLUDING SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH PERFORMANCE OF THE EQUIPMENT OR ITS USE BY PURCHASER.
6. FORCE MAJEURE: Seller shall not be liable for any failure or delay in furnishing the Equipment, materials, or labor resulting from fire, explosion, flood, storm, act of God, governmental acts, orders or regulations, hostilities, civil disturbance, strike, labor difficulties, machinery breakdown, transportation contingencies, difficulty in obtaining parts, supplies, shipping facilities, delay of carriers, or any other cause beyond the control of Seller.
7. ARBITRATION: VENUE: In the event of a dispute arising out of this Agreement, or any obligation, representation or warranty contained herein, the parties agree to submit all such disputes to binding arbitration to be held in the City of Chicago, State of Illinois, only. The arbitration shall be conducted pursuant to the rules of the American Arbitration Association. The losing party agrees to pay the prevailing party's reasonable attorneys' fees and costs and further agrees that the prevailing party may enter any monetary award arising out of the arbitration in any court of competent jurisdiction. Said arbitration shall be before one arbitrator and there shall be limited discovery allowed bearing directly upon the controversy.
8. MISCELLANEOUS:
- (a) Neither this Sales Agreement, nor any consent or approval provided for herein shall be binding upon Seller unless signed on its behalf by a duly authorized officer. This Sales Agreement shall be deemed to have been made in the State of Illinois and shall be governed in all respects by the laws of the State of Illinois.
- (b) This Sales Agreement constitutes the entire agreement between the Seller and the Purchaser with respect to the purchase of the Equipment described herein, superseding all prior correspondence between the parties (including, without limitation, any purchase orders submitted by the Purchaser to Seller). No provision of this Sales Agreement shall be deemed waived, amended, or modified by either party unless such waiver, amendment, or modification be in writing signed by the party against whom enforcement is sought.
- (c) This Sales Agreement shall not be assignable by Purchaser without the prior written consent of the Seller, and any attempted assignment without such consent shall be void.
- (d) All notices herein shall be in writing and shall be delivered in person or sent by registered or certified mail, postage prepaid, to the address of the other party as set forth herein or to such other address as such party shall have designated by proper notice.
- (e) If this Sales Agreement shall be executed by the Seller prior to being executed by the Purchaser, it shall become voidable, at Seller's option, ten (10) days after the date of Seller's execution thereof, unless the Seller shall have received by such date a copy thereof executed by an authorized representative of the Purchaser. Seller shall also have the right to void such Sales Agreement at any time prior to receiving a copy thereof, executed by an authorized representative of the Purchaser, by notice to Purchaser sent by U.S. Mail, telefax or telegram, which notice shall be effective upon mailing or dispatch thereof.
- (f) By execution hereof, the parties hereby certify that they have read this Agreement and the Equipment Schedule(s) attached hereto, understand and agree to all terms and conditions stated herein, and that they are duly authorized to execute this Agreement on behalf of Purchaser and Seller respectively.
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PROTECH TRADING |
| DUNS# 170499086 |
| Cage# 5ANU7 |
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