Quadrant Business Systems Terms & Conditions

Introduction:

Buyer agrees to the terms and conditions outlined in this contract (“Contract”) with respect to the Materials, services and information provided by Quadrant Business Systems of Waco, Texas (“Company”). This Contract constitutes the entire understanding of the parties and revokes and supersedes all prior agreements, oral and written, between them and may not be modified or amended except in a writing signed by both parties hereto which specifically refers to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict herewith. If any one or more provisions contained in this Agreement are held by any court or tribunal to be invalid, illegal, or otherwise unenforceable, each and every other provision shall remain in full force and effect. Buyer agrees to review this Contract prior to purchasing anything and purchase of Materials or services shall be deemed acceptance of this Contract.

Materials:

Company will supply the Materials to Buyer, as specified in the Order Form

Delivery Details:

Materials will be shipped by 6-day ground service, or other means as specified in the Order Form, to the specified Buyer receiving address

Materials will be shipped from the Company Waco, Texas facility within 10 working days from receipt of Order Form from Buyer.

Price:

The payment terms for the Materials are as follows:

Price - As specified on the Order Form

Time for Payment - Prior to Materials being shipped

Payment Method - Company check or credit card

Copyright:

The content of the Materials are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights, and the copying, redistribution, unauthorized use or publication by Buyer of any such content is prohibited.

Use of Material:

Buyer is authorized to use each copy of Materials once only for the purpose of training an individual. Material may not be copied, re-sold, nor re-used without prior written permission from Company.

Ownership:

Quadrant Business Systems is the sole owner of all right, title, and interest, including copyright, in and to the compilation of the content of the Materials.

Editing, Deleting, and Modification:
Company reserves the right in its sole discretion to edit or delete any information or content appearing in the Materials and to remove any Materials or services from sale. Upon notice published to Buyer, Company may modify this Contract, or prices, and may discontinue or revise any or all aspects of the Materials in its sole discretion and without prior notice. Modification of this Contract will be deemed effective upon publication to Buyer with respect to any transaction occurring after said date.

Indemnification:

Buyer agrees to indemnify, defend and hold Company and its affiliates, licensors and suppliers harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to a Buyer's violation of this Contract.

Non-Transferable:

Buyer's right to use the Materials is not transferable and is subject to any limits established by means of this Contract.


Disclaimer:

THE MATERIALS, SERVICE, CONTENT AND GOODS FROM COMPANY ARE PROVIDED "AS-IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE SOLE AND ENTIRE MAXIMUM LIABILITY OF COMPANY, FOR ANY REASON, AND BUYER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE PARTICULAR ITEMS PURCHASED. COMPANY AND ANY OF ITS AFFILIATES, DEALERS OR SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND BUYER. THE MATERIALS AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. SOME STATE STATUTES MAY APPLY REGARDING LIMITATION OF LIABILITY.


Right to Refuse:

Company reserves the right in its sole discretion to refuse service at any time. Sale of all Materials is subject to availability.


Refund Policy:
If Materials purchased are found to be defective, Buyer can return the Materials in original condition within 21 days of receipt, to the following address:

                    Customer Services
                    Quadrant Business Systems
                    3723 W. Waco Dr.
                    Waco, TX 76710

In such event, Company shall provide Buyer a credit for other Materials from product range (less shipping and handling charges incurred). This Section “Refund Policy” sets forth Buyer’s sole and exclusive right to refund.


Use of Information:

Company reserves the right, and Buyer authorizes Company, to the use and assignment of all information regarding Buyer’s use of the Material and all information provided by Buyer, subject to applicable law.


Miscellaneous:

This Contract shall be treated as though it were executed and performed in McLennan County, Texas and shall be governed by and construed in accordance with the laws of the United States of America and of the State of Texas (without regard to conflict of law principles). Any cause of action of Buyer with respect to the Material must be instituted within six (6) months after any purchase or be forever waived and barred. All actions shall be subject to the limitations set forth in this Contract. The language in this Contract shall be interpreted as to its fair meaning and not strictly for or against any party. All legal proceedings arising out of or in connection with this Contract shall be brought solely in McLennan County, Texas, and Buyer expressly submits to the jurisdiction of said courts and Buyer consents to extra-territorial service of process. Should any part of this Contract be held invalid or unenforceable, that portion shall be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Materials or the Company is in conflict or inconsistent with this Contract, this Contract shall take precedence. Failure of Company to enforce any provision of this Contract shall not be deemed a waiver of such provision nor of the right to enforce such provision.

Disputes:

The Company and Buyer recognize that disputes arising under this Contract are best resolved at the working level by the parties directly involved. Both parties are encouraged to be imaginative in designing mechanism and procedures to resolve disputes at this level. Such efforts shall include the referral of any remaining issues in dispute to higher authority within each participating party's organization for resolution. Failing resolution of conflicts at the organizational level, the Company and Buyer agree that any remaining conflicts arising out of or relating to this Contract shall be submitted to non-binding mediation unless the Company and Buyer mutually agree otherwise. If the dispute is not resolved through non-binding mediation, then the parties may take other appropriate action subject to the other terms of this Contract.

Section Headings:

Title and headings of sections of this Contract are for convenience of reference only and shall not affect the construction of any provision of this Contract.

Representations; Counterparts:

Each person executing this Contract on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so on behalf of such party, with full right and authority to execute this Contract and to bind such party with respect to all of its obligations hereunder. This Contract may be executed by original signature in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument.

Residuals:

Nothing in this Contract or elsewhere will prohibit or limit the Company's ownership and use of ideas, concepts, know-how, methods, models, data, techniques, skill knowledge and experience that were used, developed or gained in connection with this Contract. The Company and Buyer shall each have the right to use all data collected or generated under this Contract.

Cooperation:

Buyer will cooperate with the Company in taking actions and executing documents, as appropriate, to achieve the objectives of this Contract. Buyer agrees that the Company's performance is dependent on Buyer's timely and effective cooperation with the Company. Accordingly, Buyer acknowledges that any delay by Buyer may result in the Company being released from an obligation or scheduled deadline or in Buyer having to pay extra fees for the Company's agreement to meet a specific obligation or deadline despite the delay.


Force Majeure:

The Company shall not be responsible for delays or failures (including any delay by the Company to make progress in the prosecution of any Services) if such delay arises out of causes beyond its control. Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, floods, epidemics, riots, quarantine restrictions, strikes, freight embargoes, earthquakes, electrical outages, computer or communications failures, and severe weather, and acts or omissions of subcontractors or third parties.