Terms and Conditions
Terms and Conditions of Sale
PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.
NOTE: These Terms and Conditions of Sale apply to direct purchases made by consumers from WITS Solutions Corporation DBA Intelligent IT Solutions ("IITS") by phone, the Internet, or through any other means in which IITS sells direct to consumer customers.
NOTICE TO COMMERCIAL CUSTOMERS: Purchases of IITS products, software and services by commercial customers (including Small, Medium and Large Business and Government and Public sector customers) are pursuant to IITS Terms of Sale and for such customers, is deemed to be incorporated by reference in its entirety herein.
These terms and conditions ("Agreement") apply to your purchase of and your placement of an order for products, services and support ("Product") sold by IITS. By placing your order for Product, you accept and are bound to the terms and conditions of this Agreement. If you do not wish to be subject to these terms and conditions, you must promptly cancel your order before it enters production (after which it becomes non-cancellable). THERE IS NO RETURNS AND/OR EXCHANGES AND ALL SALES ARE FINAL. THIS AGREEMENT SHALL APPLY TO ALL PURCHASES UNLESS OTHER IITS TERMS AND CONDITIONS APPLY TO THE TRANSACTION.
IITS is not responsible for pricing, typographical, or other errors (including on IITS website or in print advertising) and reserves the right to cancel any orders that you place for any reason (including as a result of such errors). Any quotations given by IITS will be valid for the period stated on the quotation.
1. Other Documents. Unless another document clearly indicates that it governs the purchase or use of a Product, this Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both you and IITS. If you do not receive an invoice or acknowledgement in the mail, via e-mail, or with your Product, information about your purchase may be obtained by contacting your account manager.
2. Payment Terms; Orders; Quotes; Interest. Unless otherwise agreed to by IITS, payment must be received by IITS prior to IITS's acceptance of an order. Payment for the Product must be made by IITS supported payment service, or some other prearranged payment method unless credit terms are extended to you. If credit terms have been agreed to by IITS, all invoices are due and payable within thirty (30) days after the date of the invoice. IITS may invoice parts of an order separately. No financing option is available at this time.
3. Shipping Charges; Taxes; Title; Delays; Risk of Loss. Shipping, handling, sales tax and environmental disposal fees are additional and will be shown on the invoice. Where advertised, shipping may also be provided by IITS at no additional charge. However, Additional shipping fees may apply if you are ordering Product to remote locations. IITS systems cannot instantly calculate such remote shipping charges so IITS will contact you after you place an order to notify you of any such additional shipping charges at which point, you may choose to accept such charges or cancel the order. Estimated shipping dates can be provided to you by your account manager where the dates are estimates only. IITS is not responsible for delays resulting from circumstances or causes beyond IITS's reasonable control. IITS's standard method of shipment is by ground shipment. Title to Product will pass from IITS to customer on shipment from IITS's facility. You must notify IITS within 10 calendar days of the date of your invoice or acknowledgement if you believe any part of your purchase is missing, wrong or damaged.
4. Warranties. IITS is a third party vendor. Any warranty offered by the original manufacture applies. You would needs to contact the original manufacturer to claim any hardware, software, service maintenance or support warranty. IITS is not in any way responsible to verify or redeem such warranties. The duration of the warranty offered by original manufacturer is typically one year unless you have chosen a longer or upgraded warranty, or you are informed that the warranty will be shorter, in which case, such longer or shorter period will be reflected in the invoice. If your invoice lists a longer term, the laptop battery that accompanies your system will be limited to one year. IITS PROVIDES NO PRODUCT WARRANTIES AND NO WARRANTIES WHATSOEVER FOR SOFTWARE, SERVICE, MAINTENANCE OR SUPPORT. ALL WARRANTIES (INCLUDING PRODUCTS, SERVICES, MAINTENANCE AND SUPPORT) ARE PROVIDED BY THE ORIGINAL MANUFACTURER OR SUPPLIER, OR A THIRD PARTY EXTENDED WARRANTY SUPPLIER AND NOT BY IITS. IF YOU PURCHASE THIRD- PARTY-BRANDED PRODUCT, SERVICES, MAINTENANCE, OR SUPPORT ADDITIONAL THIRD-PARTY TERMS AND CONDITIONS MAY APPLY (SUCH AS SOFTWARE LICENSE AGREEMENT). IITS DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
5. Software. Software is subject to the separate software license agreement accompanying or made available to you in connection with the software, With respect to software made available to you by IITS in connection with Services, if no license terms accompany the software, then subject to your compliance with the terms set forth in this Agreement, IITS hereby grants you a personal, non-exclusive license to access and use such software only during the term of the Services and solely as necessary for you to enjoy the benefit of the Services as stated in the applicable Service Contract(s). A portion of the software may contain or consist of open source software, which you may use under the terms and conditions of the specific license under which the open source software is distributed. You agree that you will be bound by any and all such license agreements. Title to software remains with the applicable licensor(s).
6. Return Policies. THERE IS NO RETURNS AND/OR EXCHANGES AND ALL SALES ARE FINAL. THIS AGREEMENT SHALL APPLY TO ALL PURCHASES UNLESS OTHER IITS TERMS AND CONDITIONS APPLY TO THE TRANSACTION. IITS is not responsible whatsoever for Product that is lost, damaged, modified or otherwise processed for disposal or resale.
7. Changed or Discontinued Product. IITS may revise and discontinue Product at any time and this may affect information previously received. IITS will ship Product that have the functionality and performance of the Product ordered. Changes between what is shipped and what is described in a specification sheet or catalogue are NOT possible.
8. Service and Support. IITS does not provide technical support for any product, hardware, software, etc. Please contact the original manufacturer for any service or support.
9. Limitation of Liability. IITS DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, IITS WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY HEREUNDER, IITS WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT. YOU MAY NOT INSTITUTE ANY ACTION IN ANY FORM ARISING OUT OF THIS AGREEMENT MORE THAN FORTEEN (14) CALENDAR DAYS AFTER THE CAUSE OF ACTION HAS ARISEN.
10. Applicable Law; Not For Resale or Export. You agree to comply with all applicable laws and regulations of the various states & provinces and of USA & Canada respectively. You agree and represent that you are buying only for your own internal use only, and not for resale or export. Products which may include technology and software, is subject to Canadian and U.S. export laws as well as the laws of the country where it is delivered or used. Product may not be sold, leased, or transferred to restricted countries, restricted end-users, or for restricted end-uses. You agree that Product purchased from IITS will not to be used for activities related to weapons of mass destruction, including activities related to the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons, or chemical or biological weapons. You further agree that you will not sell, lease, or otherwise transfer Product to end-users engaged in these activities.
11. THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF ILLINOIS AND SHALL BE CONSTRUED AND INTERPRETED ACCORDING TO THE LAWS OF THE STATE OF ILLINOIS AND THE APPLICABLE LAWS OF USA. THE PARTIES HEREBY AGREE TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE OF ILLINOIS.
12. Dispute Resolution. Before commencing any proceeding in the manner set out below, the parties shall first attempt to resolve any dispute or differences between them by way of good faith negotiation. The good faith negotiation shall commence by each party communicating their position regarding the complaint, claim, dispute, or controversy to the other party, and how the parties should resolve the dispute. The parties shall then make good faith efforts to negotiate a resolution of the claim, dispute, or controversy. Neither party shall commence any proceedings unless the good faith negotiation fails. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) YOU MAKE AGAINST IITS, its agents, employees, officers, directors, successors, assigns or affiliates (collectively for purposes of this paragraph, "IITS") arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships between the parties, whether pre-existing, present or future, (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), IITS's advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. Any award of the arbitrator shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. Where you are located in a province where a statute expressly indicates that an arbitration requirement will not apply to you, as a consumer, you agree to solely make any claim against IITS in a small claims court located in Illinois. Notwithstanding the provisions in this Section 12 or anywhere else in this Agreement, IITS shall have the right to seek and obtain any provisional or interim relief from any court of competent jurisdiction to protect its trade-mark, property rights or confidential information or to preserve the status quo.
13. Assignment; Entire Agreement; Severability; Section Headings. IITS has the right to assign, subcontract or delegate in whole or in part this Agreement, or any rights, duties, obligations or liabilities under this Agreement, by operation of law or otherwise. You will not be permitted to assign this Agreement without the written permission of IITS. Except for various service descriptions and policies identified elsewhere in this Agreement, this Agreement is the entire agreement between you and IITS with respect to its subject matter and supersedes all prior oral and written understandings, communications or agreements. If any provision of this Agreement is void or unenforceable, the remainder of this Agreement will remain in full force and effect. Section headings are for reference only and shall not affect the meaning or interpretation of this Agreement.