SCHEDULE B: GENERAL TERMS AND CONDITIONS
- PERIOD AND SCOPE OF AGREEMENT
This Agreement will become effective when signed by Customer and TRITON COMMUNICATIONS, Inc. (TCI) and will, except as provided in Article 6 below, continue until terminated as provided in this Agreement. In addition to the products, services and performance specified in this Agreement, this Agreement applies to all other products, services, and performance furnished by or on behalf of TCI to Customer, which are not specifically identified in this or other agreements between customer and TCI.
Customer will pay (or reimburse TCI) in addition to the charges specified in this Agreement all taxes resulting from this Agreement, exclusive of personal property taxes on TCI-owned equipment and net income taxes. If Customer is exempt from any taxes, it is the responsibility of the Customer to provide TCI with the necessary documentation by the taxing authority to sustain an exemption.
- INVOICES AND CHARGES
Invoices are due and payable within 0 days after date of invoice. Unless otherwise specified in this Agreement, monthly charges due for fractional parts of a calendar month will be computed at the rate of one-thirtieth (1/30) of the monthly charges for each day.
- DISCLAIMER OF WARRANTY AND LIMITATION OF REMEDIES CUSTOMER UNDERSTANDS AND
AGREES AS FOLLOWS:
- THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY TCI.
- TCI SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN FURNISHING PRODUCTS, SERVICES OR ANY OTHER PERFORMANCE UNDER PURSUANT TO THIS AGREEMENT.
- THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY AND ALL WARRANTIES AND THE SOLE REMEDIES FOR TCI’S LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE EXCEPT LIABILITY FOR PERSONAL INJURY CAUSED SOLELY BY TCI’S NEGLIGENCE) WITH RESPECT TO THE PRODUCTS AND SERVICES COVERED BY THIS AGREEMENT AND ALL OTHER PERFORMANCE OR NON-PERFORMANCE BY TCI UNDER OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE REMEDIES PROVIDED IN THIS AGREEMENT AS IDENTIFIED BY THE WORDS “REMEDY” OR “REMEDIES” AND INCLUDING ARTICLE 5 OF THESE GENERAL TERMS AND CONDITIONS.
- IN NO EVENT SHALL TCI’S LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF TCI SHALL HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
- LIMITED SERVICE MAINTENANCE WARRANTY PERIOD
The ____________________ service maintenance warranty program shall be in effect for ______________ days. TCI shall furnish necessary service and labor to maintain the said equipment in good operating condition according to the program stated above.
If Customer fails to pay any sum due under this Agreement or otherwise fails to fulfill its obligations under this Agreement, then TCI will, without further notice, have the immediate right to terminate this Agreement and enter upon Customer’s premises to repossess and remove any TCI-owned or leased equipment. Customer’s obligation to pay all charges which have accrued will survive any termination of this Agreement or any documents listed in the Table of Contents of this Agreement. In addition, TCI termination of this Agreement or such taking of possession will be without prejudice to any other remedies TCI may have, including, without limitation, all remedies with respect to the unperformed balance of this Agreement.
- GENERAL PROVISIONS
- Customer agrees not to remove any equipment or products if TCI has a maintenance responsibility or has retained any interest therein, from the location at which it is installed, except in an emergency, without prior written consent of TCI, which consent will not be unreasonably withheld.
- Neither party may assign or otherwise transfer its rights or obligations under this Agreement except with the written consent of the other party; however, TCI may assign all or part of the payments equipment subject to Customer’s right under this Agreement. Any prohibited assignment will be null and void.
- This Agreement is governed by the laws of the State of California.
- THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL PREVAIL, NOT WITHSTANDING ANY VARIANCE WITH THE TERMS AND CONDITIONS OF ANY ORDER OR OTHER WRITING SUBMITTED BY CUSTOMER.
- THIS AGREEMENT SUPERSEDES ALL PRIOR ORAL OR WRITTEN PROPOSALS AND COMMUNICATIONS BETWEEN THE PARTIES RELATED TO THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY ANY REPRESENTATIONS OR STATEMENTS, ORAL OR WRITTEN, NOT EXPRESSLY CONTAINED IN THIS AGREEMENT.
- Unless otherwise specified in this Agreement, this Agreement shall not be modified, amended, rescinded, cancelled, or waived, in whole or in part, except by written amendment signed by authorized representatives of the parties.
- If any legal action is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, and costs of collection, in addition to any other relief to which it may be entitled.