Protecting Your Equipment
This Equipment and/or Services Agreement (“Agreement”) between Vancord, d/b/a Vancord (or “Vancord,” “we”/”us”) and Customer (or “you”) governs our sale and your purchase of any and all Equipment and/or Services from Vancord as well as any future orders, additions, accessories or replacements. These terms and conditions are effective immediately upon order placement, signed quote submission, purchase order submission or credit card authorization and remains in full force and effect until terminated by either party in accordance with these terms.
“Equipment” means the equipment and software set forth in the estimate, quote or proposal provided means any purchase order issued by you for Equipment or Services that references this Agreement, is signed by your authorized representative, and is accepted by Vancord. “Premises” means your facility or location specified in the aforementioned agreement unless otherwise stated, where the Equipment will be installed and/or Services performed. “Services” mean the services and work scheduled to be provided by us that are described in the Statement of Work. “Software” means the computer programs supplied by us, including any hardwired logic instructions, micro code and other computer instructions that are provided with the Equipment or separately, as set forth in the estimate.
- Items to be Furnished by Vancord
We will sell and you will purchase from the Equipment and Services specified in any Statement of Work or Bill of Materials attached to this Agreement or to any Order issued under this Agreement.
- Items to be Furnished by Customer
In connection with the installation of the Equipment at the Premises, you will furnish any conduit, holes, wire-ways, wiring, plans, equipment, space, temporary and permanent power and other utilities, and all other items and services reasonably required for the Equipment’s installation/integration in accordance with the Statement of Work. We will rely on all information provided by you and will not be responsible or held liable for any damages or costs that result from errors or omissions in such information. You will provide a suitable and safe environment. We have not included in our charges any expense for dealing with or removing any potentially hazardous substances, such as asbestos. You are responsible for handling such materials, at its cost, and for any additional costs incurred by Vancord. You also will obtain, at your expense, any necessary licenses, permits and consents (including landlord’s or mortgagee’s consents) in connection with the installation.
Notwithstanding any other part of this Agreement: (a) We shall have the right to suspend performance or to pursue any other remedies provided for under this Agreement where you delay or fail to comply with this provision; and (b) where any of the measures described above are unreasonably expensive, you may request that we suspend our performance until such time as an alternative remedy or course of performance is secured or agreed upon; provided, however, that we may terminate this Agreement or an Order where any such suspension lasts longer than thirty (30) days.
- Cutover and Acceptance
When applicable, Cutover occurs when the Equipment has been delivered and installed (if installation is included) and is ready for Customer use. After cutover, you shall have ten (10) days to test the Equipment and deliver to us a signed certificate of acceptance or written notification of material defects. If you fail to deliver a certificate of acceptance or written notice of material defects within such time, the Equipment and Services shall be deemed accepted as of the tenth day.
VANCORD DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, OBLIGATIONS OR LIABILITIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH HEREIN, THE EQUIPMENT (INCLUDING SOFTWARE) IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. VANCORD DOES NOT WARRANT THAT THE EQUIPMENT (INCLUDING SOFTWARE AND SECURITY SOFTWARE) WILL BE UNINTERRUPTED OR ERROR FREE IN ITS OPERATION OR PREVENT THIRD PARTY HACKING OR ACCESS TO CUSTOMER’S NETWORKS.
CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES AGAINST VANCORD, ITS AFFILIATES, AND THEIR DIRECTORS, OFFICERS AND EMPLOYEES FOR ANY LOSSES, COSTS OR DAMAGES CAUSED BY OR ARISING FROM ANY EQUIPMENT, SOFTWARE OR SERVICE PROVIDED BY VANCORD IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT, SHALL BE CUSTOMER’S RIGHT TO RECEIVE REPAIR OR REPLACEMENT OF THE EQUIPMENT OR THE SERVICES. IN ANY EVENT, VANCORD’S LIABILITY TO THE CUSTOMER SHALL BE LIMITED TO THE MONEY PAID TO VANCORD BY THE CUSTOMER UNDER THE APPLICABLE STATEMENT OF WORK. VANCORD, ITS AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS AND LOSS OF DATA) SUSTAINED OR INCURRED IN CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF WORK UNDER THIS AGREEMENT OR THE USE OR OPERATION OF THE EQUIPMENT, SOFTWARE AND SERVICES PROVIDED OR SOLD OR LICENSED UNDER THIS AGREEMENT, OR FOR ANY DAMAGES DUE TO CAUSES BEYOND THE REASONABLE CONTROL OF VANCORD OR ATTRIBUTABLE TO ANY SERVICE, PRODUCTS, OR ACTIONS OF ANY PERSON OTHER THAN VANCORD, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS REGARDLESS OF THE FORM OF ACTION.
- Force Majeure
Neither party shall be liable to the other party for delays, failure in performance, loss or damage due to a cause beyond the parties reasonable control, such as fire; lightening, strike; embargo; explosion; power surge or failure: acts of god; war; labor disputes; civil disturbances; acts of civil or military authority; inability to secure materials, fuel, products or transportation facilities; acts or omissions of suppliers, or any other causes beyond its reasonable control. This clause shall not excuse the payment of money.
As applicable, you agree to pay, and indemnify us against, all State sales, use and other taxes (excluding income and franchise taxes), including any applicable customs and duties, imposed upon and paid by us by reason of the assembly, sale, delivery or installation of the Equipment and performance of Services.
- Confidentiality and Proprietary Information
Vancord and Customer acknowledge that in the course of performing duties under this Agreement, each party may obtain proprietary information from the other party that is of a proprietary or confidential nature. Such proprietary information may include, but is not limited to trade secrets, new product information, technical data and know‑how, instructional and operating manuals, financial information, marketing and sales data and plans, and other documents. Proprietary information may be disclosed in writing, in other tangible form, orally or visually. When disclosed in writing or other tangible form, the proprietary information will be identified and labeled as confidential belonging to the disclosing party. When disclosed orally or visually, such proprietary information will first be identified as confidential at the time of the oral or visual disclosure, with subsequent confirmation in writing within fifteen (15) days after disclosure.
Neither party shall at any time during the Agreement and for a period of three (3) years after its expiration, publish, disclose or otherwise divulge any of the other party’s proprietary information to any third party without the prior written consent of the other party. Neither party will use the other party’s proprietary information except in the course of its duties under this Agreement. However, we may disclose your proprietary information to subcontractors, regulatory authorities, and others, as necessary to meet our obligations under this Agreement.
The proprietary information restrictions will not apply to information which (a) is already known to the receiving party, (b) is or becomes publicly known through no wrongful act of the receiving party, (c) is independently developed by the receiving party without benefit of the disclosing party’s proprietary information, (d) is received from a third party without similar restriction and without breach of this Agreement, or (e) is disclosed by disclosing party to a third party without an obligation of confidentiality.
- Amendments; Termination
You will be charged for any additions, deletions or changes (“Change”) in the Equipment or Services. If you desire a Change, you will notify us, and we will provide you a revised Bill of Materials and/or Statement of Work reflecting the equipment, service and price changes. Any increase or decrease in the price occasioned by a Change will be added to/subtracted from the amount of your final invoice. Any Change involving the deletion of Equipment that was ordered from a manufacturer on your account, previously shipped, and/or delivered to you will result in a restocking charge to you of not less than twenty percent (20%) of the selling price. After the date of the complete execution of this Agreement, any changes requested by you will be processed as a Change. If we do not receive the executed change documents, no changes will be made to the original order. This Agreement may be amended or modified only by written instrument signed by an authorized representative of each party.
If you change the work schedule or if compliance with the schedule becomes impractical, due to no fault of ours, we reserve the right to reevaluate and amend the pricing for Equipment and Services or to submit change notice for any additional costs incurred as a consequence of such changes.
Either party may terminate this Agreement in whole or in part by giving the other party at least thirty (30) days’ prior written notice. Upon termination, you agree to pay us all amounts due for Equipment and Services provided by us up to and including the effective date of termination, plus any non-recoverable restocking fees or other costs incurred by us. Such payment will constitute a full and complete discharge of your payment obligations. Termination will also constitute a full and complete discharge of our obligations. Any Order in progress or requested prior to the termination of this Agreement will be completed and you agree to pay us for the Services performed and/or any Equipment delivered or installed under the Order.
- Termination of Purchase Order; Suspension of Service
No Order may be terminated, suspended or canceled unless: a) the other party is in material breach of or default under such Order, and such breach or default continues for a period of thirty (30) days after the giving of written notice by the party not in breach or default; or b) any federal, state or local governmental agency or regulatory body or a court or tribunal of competent jurisdiction renders or enters an order, ruling, regulation, directive, decree or judgment which restricts or prohibits either party from continuing, impairs either party’s ability to continue, or makes impractical or unduly expensive either party’s continuance under such Order or this Agreement.. In the event an Order is terminated as allowed by this section, you agree to pay us for any Equipment ordered and/or Services performed by it us to and including the effective date of termination, plus any costs or expenses (including restocking fees) incurred by us in our performance of the Order.
- Miscellaneous Provisions
We are entitled to increased compensation and/or time for completion where we encounter concealed physical conditions which differ materially from those indicated in any documents provided under this Agreement or otherwise represented by you, or latent physical conditions which differ materially from those ordinarily found to exist and generally recognized as inherent in the installation and/or maintenance activities contemplated by this Agreement, where such conditions would materially interfere with, delay or increase cost of performance under this Agreement. Vancord, is a Connecticut Limited Liability Corporation.
This Agreement shall be governed by the laws of the state where the Services are to be performed. If any provision of this Agreement or any remedy provided in it is declared invalid under any applicable law, such provision shall be modified to the extent necessary to make it valid and enforceable. The remaining provisions of this Agreement shall continue in full force and effect.
This Agreement, all exhibits attached and all Orders issued under this Agreement, represent the entire agreement between Customer and Vancord concerning the Equipment and Services, and supersedes all prior negotiations, representations, and agreements, either written or oral, concerning the Equipment and Services. In the event of a conflict between the contract documents, this Agreement shall take precedence.
- Financial Responsibility
Except in cases of Credit Card authorized payment, which are due on receipt; all customers are subject to initial and continuing credit approval and terms of payment are Net 30 days of Vancord’s invoice date. Invoices for Service may be issued in advance of the actual performance of the Service. All payments are to be made in U.S. dollars. In the event payments are overdue and such delinquencies are not remedied within ten (10) days after receipt of written notice from Vancord, Vancord may terminate this agreement. Vancord reserves the right to charge the Customer interest on overdue accounts. The interest rate will be based on the lessor of 1.5% per month or the maximum rate allowed by applicable laws applied to the unpaid purchase price.
- Definition of Items Not Covered With Specific Services Plans
a. Hardware Repairs: The Service Provider will not repair faulty hardware unless mutually agreed by Client and Service Provider. Service Provider may install replacement hardware at an additional cost to Client, to be negotiated with Client prior to ordering such hardware.
b. Third Party Applications: The Service Provider will NOT provide support for the Client’s third party applications but will work with Client and the software vendor to troubleshoot and resolve problems resulting from the software’s integration into the Client’s IT infrastructure as part of the Service Plan. At the Service Provider’s discretion, additional support unrelated to Client’s network infrastructure will be billed at Vancord standard rate.
c. Physical Software and Data Backup: The Service Provider is NOT responsible for ensuring that software and data backup copies exist or are safely stored at the Client’s location and/or secure offsite storage.
d. Project Work: The Service Provider will provide separate pricing for all project work. A project is defined as any planned (has a beginning and an end) addition or removal of network hardware or software and shall be quoted as such by Vancord.
e. Security Services: The Service Provider will not provide any specialized Information and Cybersecurity Services work, as defined by Service Provider under this agreement. The Service Provider will provide separate pricing for any engagement of its specialized information security services team (Vancord). Such engagements would be handled as projects (see above section 12d).
- Notice and Cure Period
Client shall provide Service Provider notice to determine whether the Service Provider has substantially conformed to the specifications or description of services (collectively “Specifications”) set out in Appendix A. Unless Client gives notice to Service Provider as stated in the next sentence that such Services or Deliverables do not substantially conform to the Specifications, Client shall be deemed to have accepted such Services or Deliverables. If Client reasonably believes that such Services or Deliverables do not substantially conform to the Specifications, Client shall give notice to Service Provider no later than five (5) days after performance of the relevant Services or receipt of the Deliverables, specifying the non-conformance in reasonable detail. Service Provider shall have fifteen (15) days from receipt of such notice, and shall use all commercially reasonable efforts, to correct the deficiencies. Upon completion of such correction, the Services and Deliverables shall be deemed correct and not in default.
- Warranty and Disclaimers
The Client is responsible for providing the Service Provider warranty information on existing equipment. The warranty provided by the manufacturer, unless otherwise written, does not include the Service Provider’s fees. Additionally, the Service Provider provides no warranty either expressed or implied on any equipment or services not part of the Service Plan responsibilities of the Service Provider. Any equipment (including software) is provided “as is” without warranty of any kind, either express or implied by Service Provider unless the client specifically purchases a warranty from the manufacturer. The Service Provider does not warrant that equipment (including software and security software) will be uninterrupted or error free in its operation or prevents third party hacking or access to customer’s networks.
The Service Provider does not represent that it will prevent any breach, and Service Provider will have no liability with respect to any breach of Client’s systems. Cyber threats are designed to evade detection. Service Provider does not represent that it will detect every threat and/or attack, and Service Provider will have no liability for failure to detect any break.