Terms and Conditions of Sale

All sales made by Advanced Network Systems (“Service Provider”) to its customer (“Client”) are subject to these terms and conditions. Client’s acceptance of these terms and conditions shall be made by either (i) Client providing a purchase order or comparable purchase authorization to Advanced Network Systems or (ii) Client’s acceptance of any product or service from Advanced Network Systems, whichever occurs first. These terms and conditions shall apply to sales of all products and services.

Representation. Client represents and warrants that it has full power and authority to enter into, and to fully perform the conditions and covenants contained in this Agreement, and that it’s execution and performance shall not constitute a default under or breach of any of the terms of any Agreement to which it is a party or under which it is bound. Client represents that no consents or approvals of any third party are required for its execution, delivery and performance, that any consent or approval of any third party which is required for its execution, delivery and performance has been obtained. The representative executing this Agreement on behalf of Client personally represents and warrants to the Service Providers that the terms and conditions contained herein have been approved by the managing authority of such Party, if necessary, and that he or she has the proper authority and power to execute this Agreement on behalf of Client.

Pricing. Prices provided as a quotation by Service Provider will be valid for a maximum of thirty (30) days from the date of quotation.

Ordering. Prior to placing an order, Client must establish an Advanced Network Systems account and Client’s account must be current and in good standing.

Taxes. Client shall bear applicable federal, state, municipal, and other government taxes (such as sales, use, etc.) or tariffs associated with their purchase. Exemption certificates, valid in the place of delivery, must be presented to Service Provider prior to shipment if they are to be honored.

Credit Terms Issuance. Credit terms may be offered to Client by Service Provider, at its sole discretion, contingent upon Service Provider’s approval of Client’s completed Credit Application containing financial information. Client agrees that information provided in their Credit Application may be required to be periodically updated in order to ensure its accuracy and continue their credit limit. Service Provider has the right to decline to extend credit terms to Client and to require that the applicable purchase price for goods and services be paid prior to delivery to Client. Client agrees that it will promptly notify Service Provider of any significant change in its financial condition. Unless otherwise stated in writing by Service Provider, credit terms are Net30 days. Prepayment or approved Letter of Credit from a bona fide financial institution is required for orders placed without approved credit and for any shipment destined outside the continental United States.

Service Performance. Service Provider in conjunction with its personnel, subcontractors and advisors, will determine the best method, details, and means of performing any work to be carried out for Client.

Force Majeure. Service Provider shall not be held responsible or in breach of contract for any failure or delay in fulfilling its obligations under this Agreement if such failure or delay is caused by circumstances beyond the reasonable control of Service Provider, its suppliers or contractors or circumstances which occur without fault or negligence on the part of Service Provider, its suppliers or contractors. This includes but is not limited to: (a) acts of God and nature such as hurricanes, lightning strikes, floods, fire, disease and other severely unfavorable conditions (b) performance failures attributable to third-party providers including materials shortages, disruptions in service from telephone and Internet service providers, power failures, strikes or labor actions by employees of a supplier or common carrier © wars, riots or other major upheavals, (d) damage or destruction of any network facilities, servers and other required equipment or designated work areas (e) governmental restrictions (f) Client’s failure to furnish necessary information or (g) other delays by Client.

Limitation of Liability. Service Provider shall not be liable to Client for direct damages greater than the amount or price payable hereunder for its products and/or services. Furthermore, in no event will Service Provider be liable to Client for any special, indirect, incidental, consequential or punitive damages arising out of or relating to this Agreement, whether the claim alleges tortuous conduct (including negligence) or any other legal theory.

Order Cancellation. Cancellation of orders for goods purchased by Service Provider to fulfill Client orders will be subject to a re-stocking charge of 25% of the total order amount.

Payments and Collections. For Clients issued Net 30 credit terms, Payments not received within 30 days after the date of invoice will be subject to a late penalty of 1.5% of the invoice per month, or the maximum rate allowed by law from the date of invoice, until paid. Client shall not deduct any amounts owing from any Service Provider invoice without Service Provider’s express written approval, which approval shall be contingent upon Client providing all supporting documentation for such deduction as required by Service Provider. Claims for adjustments in amounts due must be presented to Service Provider in writing, within five (5) business days from the date of invoice. A $50.00 service charge will be issued to Client for each returned check submitted to Service Provider.

Amounts Past Due. In the event that Client has failed to pay Service Provider any amounts when due and payable, in addition to other remedies, Services Provider reserves the right to suspend performance of any Services until Client account is brought current. If Service Provider contracts with a collection agency to collect overdue invoices from Client under this Agreement, Client shall be responsible for and agrees to pay all associated collection costs.

Customer-Issued Purchase Terms. No terms, provisions or conditions of any purchase order or other instrument covering goods or services provided, nor any other form of authorization used by Client will have any effect on the rights, duties, or obligations of Service Provider hereunder or otherwise modify this Agreement, regardless of any failure of Service Provider to object to such terms, provisions or conditions.

Shipping and Delivery. All shipments are F.O.B. origin and, unless otherwise specified by Client in writing, all orders will ship via Service Provider’s preferred carrier. Client will examine all products upon receipt and will notify Advanced Network Systems of all discrepancies and/or any refusal to accept delivery of purchased product.

Export Compliance. Client agrees that it will not export, re-export, or otherwise distribute products, or direct products thereof, in violation of any export control laws or regulations of the United States.

Installation Warranty. Unless otherwise specified in writing outside these terms and conditions, Service Provider provides a thirty (30) day warranty on its installation services, covering technical work performed by the Service Provider. This warranty period begins on the first day of beneficial use by the Client. Any technical support issues pertaining to installation work performed by Service Provider during the installation warranty period will be prioritized, promptly addressed and resolved.

Product Warranty. Product warranties are provided by the manufacturer or publisher of the Products. Service Provider makes no warranties whatsoever. Service Providers sole obligation (and Client’s sole remedy) in the event of breach of any warranty shall be the repair or replacement of defective Products. Manufacturer warranty obligations can be fulfilled through the Service Provider.

Technology Investment Guarantee. Coverage under Service Provider’s Technology Investment Guarantee requires Client to request participation in Service Provider’s Project Assurance Program. The Project Assurance Program includes the definition and mutual approval, by both Service Provider and Client, of all project specifications prior to the creation of a sales quotation, sales order or other work order. Pre-sales engineering services covered under the Technology Investment Guarantee is limited to a period of 60 calendar days beginning on the first day of beneficial use by Client. The return of equipment under this Guarantee requires Client to notify Service Provider, in writing, of all post implementation technical issues experienced. Receipt of Client’s description of issues, activates a 60 calendar day period of remediation where detailed information pertaining to Client’s documented issue(s) is compiled and analyzed by Service Provider. If applicable, remediation tasks required to fulfill the specifications set for the project will be established and a corresponding plan of action(s) will be prepared by Service Provider. Client must furnish Service Provider with authorization for unrestricted access to its network resources in order to implement and test all remediation tasks. If, by mutual agreement, at the end of the remediation period both Client and Service Provider deem that one or more of the project’s specifications cannot be met, and that the issue(s) are acknowledged as being irresolvable, Client may invoke the Technology Investment Guarantee offered by Service Provider. Service Provider will accept the return of project equipment and reimburse Client for the hardware purchased in connection with the Project. Project services are not refundable. Costs associated with the replacement of equipment or services will be at Client’s sole expense and at no time before, during or after the remediation period will Service Provider be liable for Client’s associated down time or lost revenue.

More about our Technology Investment Guarantee

Other Warranties. Service Provider makes no other warranties, either express or implied, including warranty of merchantability or fitness for a particular purpose, other than those specifically set forth herein.

Insurance. To the extent that Service Provider’s personnel may perform work at Client’s premises, both Client and Service Provider shall maintain their own comprehensive general liability insurance with limits of at least $1 million combined single limit for personal injury and property damage for each occurrence. Service Provider and Client shall also maintain their own automobile liability coverage as well as Worker’s Compensation coverage meeting all requirements of Virginia Law.

Merchandise Returns. In the case of product failure which is covered by the manufacturer’s warranty during the warranty period, Service Provider will provide a system for product returns and/or replacements. Restrictions apply to all software products whose license seals have been broken. A no return policy is effective for all non-defective software items. All returns require a Return Merchandise Authorization (RMA) number from Service Provider. No products will be given RMA numbers without approval from Service Providers Technical Assistance Center (TAC). Only customers with pre-issued RMAs will be serviced. RMA numbers will be null and void if defective merchandise is not received within fifteen (15) days of issuance of an RMA.

Alterations, Modifications and Attachments to Products. Any alterations (including but not limited to scratches, labels, indelible marks and or other defacements), modifications, additions, improvements or attachments to product(s) not authorized in writing by Service Provider, shall be undertaken solely at the Client’s own risk and expense. If operation of the product(s) is affected in any way by alterations, additions, improvements, attachments or by installation performed by a party or parties other than Service Provider, the warranty shall be deemed waived by the customer, and Service Provider shall have no further obligation to the Client.

Defective Products on Arrival (DOA). Products found to be defective out of the box or “dead on arrival,” may be returned for replacement. In this case, Customers must obtain an RMA number within seven (7) days of receipt of defective product and follow the procedures outlined below for merchandise returns.

Merchandise Return Shipments. Products must be returned in their original container along with all packing materials, freight pre-paid. All parts must be returned (e.g., cables, software, manuals, etc.). Any parts not returned in accordance with these terms will be billed at a cost to replace them. An original invoice with the item for return and its serial number must be included. The RMA number(s) should be clearly marked on the shipping label for each carton returned. Cartons with shipping labels with missing or unclear RMAs are subject to refusal. Service Provider reserves the right to return any product un-repaired and without notification should the Client return product without original parts installed by the manufacturer. Returns which do not comply with the above mentioned requirements will delay RMA processing and therefore may be subject to a corresponding service charge. Replacement, repair or, if applicable, a sales credit will be made as soon as reasonably practical after returned merchandise is received and processed.

Replacement Lead Time. Unless otherwise specified in writing outside this Agreement (e.g. Client holds a current Maintenance Contract), all product replacements are subject to stock availability, but are typically handled within 72 hours. All replacement shipments of merchandise returned to the customer will be via UPS Ground delivery service unless otherwise instructed. Client is responsible for any difference in freight charges between Service Provider’s standard delivery method and the shipping method chosen by the Client.

Freight Damage. Client shall notify Service Provider for claim handling if packages received have visible damage or have damaged contents upon receipt and opening.

Billing and Shipping Discrepancies. Client shall notify Service Provider promptly, and in no event later than five (5) business days after delivery of any claimed shortage(s) or any other discrepancies with goods or services. Service Provider shall not be liable for any delays beyond the reasonable control of Service Provider that affects them or their suppliers.

Dispute Resolution. The parties desire that any dispute between them concerning the interpretation or enforcement of this Agreement be settled in a reasonable, fair and timely manner without outside intervention. Therefore, prior to beginning any arbitration or litigation proceeding to resolve any such dispute, there must be one meeting between the parties, or their representatives, at which a good faith attempt is made to resolve the dispute. Furthermore, each party will, if requested by another party, attend at least one mediation session for the purpose of exploring, in good faith, mediation of the dispute.

Arbitration and Governing Law. Any controversies arising out of or relating to this Agreement or the interpretation, performance or breach thereof shall be settled by binding arbitration in Albemarle County, Virginia. Judgment upon any award rendered by the arbitrator(s) may be entered and enforced in any court having jurisdiction. The Commonwealth of Virginia law shall govern the construction, validity and interpretation of this Agreement and the performance of its obligations.

Attorneys Fees and Costs. In any action involving the enforcement or interpretation of this Agreement, the prevailing party, whether Client or Service Provider, shall be entitled to its reasonable attorneys’ fees and costs, including such fees and costs incurred in connection with any appeals, in additional to such other relief as may be provided by law.

Relationship of the Parties. Service Provider provides products and services to Client as an independent contractor. All persons retained by Service Provider to perform Services for Client hereunder shall be either employees or subcontractors of Service Provider and shall not be employees of Client. This Agreement shall not be construed as a partnership or joint venture.

Assignment. Neither Service Provider nor Client may assign its rights or obligations hereunder without the other parties’ prior written consent.

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.

No Waiver. Failure or delay of Service Provider 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.

General. These terms and conditions, as published at the time of sale, are the official terms and conditions of sale between Service Provider and Client and may be amended from time to time without notice at Service Provider’s sole discretion.