DUNHILL SYSTEMS

Term Of Services

Term Of Services

The quotation to which these Terms and Conditions of Sale are attached (the “Quote”) is an offer to sell the quoted services (the “Services”) to the named purchaser (the “Buyer”), conditional on the Buyer’s agreement to the terms and conditions set forth below and GENERAL DIGITAL PRODUCT DEVELOPMENT & SOFTWARE SERVICES agrees to sell the same only upon these terms and conditions. Except as specifically provided otherwise below, this document constitutes the entire agreement of the parties with respect to the purchase and sale of the Services and supersedes all prior understandings or agreements, whether written or verbal. No term or condition of Buyer’s order inconsistent with the terms and conditions hereof shall be binding on GENERAL DIGITAL PRODUCT DEVELOPMENT & SOFTWARE SERVICES. Any additional or different terms, including but not limited to those on Buyer’s purchase orders (the “Purchase Orders”), are hereby rejected by GENERAL DIGITAL PRODUCT DEVELOPMENT & SOFTWARE SERVICES and disclaimed by Buyer. Any amendment to these terms and conditions must be in writing, must GENERAL DIGITAL PRODUCT DEVELOPMENT & SOFTWARE SERVICES. Unless otherwise specified in the Quote, or unless withdrawn earlier by GENERAL DIGITAL PRODUCT DEVELOPMENT & SOFTWARE SERVICES, the Quote will expire thirty (30) days from the date issued.

1. PRICES

(a) Prices in the Quote are in US dollars, include packaging for domestic or international commercial shipment, as appropriate, and are exclusive of any other amounts including without limitation fees for export, special packaging, transportation and insurance, and are payable as per the Quote.

(b) Prices do not include any taxes, customs duties or tariffs. When GENERAL DIGITAL PRODUCT DEVELOPMENT & SOFTWARE SERVICES has the legal obligation to pay or collect any such taxes, duties or tariffs, the appropriate amount shall be paid by Buyer unless Buyer provides GENERAL DIGITAL PRODUCT DEVELOPMENT & SOFTWARE SERVICES with a valid exemption certificate. Buyer agrees to indemnify and hold GENERAL DIGITAL PRODUCT DEVELOPMENT & SOFTWARE SERVICES harmless for any liability for any tax, duty or tariff in connection with the sale, as well as the collection or withholding thereof, including penalties and interest.

2. ORDER ACCEPTANCE

Purchase Orders are subject to formal acceptance in writing (via email, by letter or fax) by GENERAL DIGITAL PRODUCT DEVELOPMENT & SOFTWARE SERVICES’ contractual representative even if received elsewhere by a salesperson, selling agent or other representative. GENERAL DIGITAL PRODUCT DEVELOPMENT & SOFTWARE SERVICES will use commercially reasonable efforts to confirm or reject any Buyer Purchase Order within five (5) business days of receipt by GENERAL DIGITAL PRODUCT DEVELOPMENT & SOFTWARE SERVICES’ contractual representative.

3. PAYMENT TERMS

(a) GENERAL DIGITAL PRODUCT DEVELOPMENT & SOFTWARE SERVICES will invoice Buyer for each shipment. The amount invoiced will include the price of the Services plus all applicable taxes, fees, transportation, insurance, and other fees or charges. If all Service in Buyer’s Purchase Order are not shipped at the same time, GENERAL DIGITAL PRODUCT DEVELOPMENT & SOFTWARE SERVICES will invoice Buyer at the time of shipment for the Services being shipped. Payments shall be remitted to: GENERAL DIGITAL PRODUCT DEVELOPMENT & SOFTWARE SERVICES, Inc., 60 Prestige Park Road, East Hartford, Connecticut, 06108, U.S.A.

(b) Unless otherwise specified, payments are due thirty (30) days after the date of invoice.

(c) Any unpaid due amounts will be subject to interest at 1.5% per month, or, if less, the maximum rate allowed by law.

(d) GENERAL DIGITAL PRODUCT DEVELOPMENT & SOFTWARE SERVICES shall not be liable under any warranty stated herein if the purchase price has not been paid in full.

(e) GENERAL DIGITAL PRODUCT DEVELOPMENT & SOFTWARE SERVICES may offset amounts GENERAL DIGITAL PRODUCT DEVELOPMENT & SOFTWARE SERVICES owes to Buyer against amounts Buyer owes to GENERAL DIGITAL PRODUCT DEVELOPMENT & SOFTWARE SERVICES, whether under the same or a different Purchase Order.

4. BUYER CHANGE ORDER AND CANCELLATION

Any and all changes to Buyer’s Purchase Orders must be provided by written (paper-based or electronically transmitted) notice from Buyer. Any change order increasing the purchase quantity is subject to acceptance by GENERAL DIGITAL PRODUCT DEVELOPMENT & SOFTWARE SERVICES’ contractual POC.

5. ACCEPTANCE OF SERVICES

Acceptance of services shall occur immediately upon completion unless buyer provides written notification of non-conformity within 15 calendar days of completion.

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