EFFECTIVE: January 8, 2021
1. Parties. These terms represent the agreement (“Agreement”) that governs the purchase of selected hardware and software products and associated services from the J.L. Salomon Micro Entrepreneurial Business Consultancy entity identified here (“JLSMEBC”) by the Customer entity identified here (“Customer”).
2. Orders. “Order” means the accepted order including any supporting material (such as product lists, specifications, published services and warranties) which the parties identify as incorporated either by attachment or reference and that may be available to Customer in hard copy or by accessing a designated JLSMEBC website (“Supporting Material”).
3. Scope and Order Placement. These terms may be used by Customer either for a single Order or as a framework for multiple Orders. In addition, these terms may be used on a global basis by the parties’ “Affiliates”, meaning any entity controlled by, controlling, or under common control with a party. The parties can confirm their agreement to these terms either by signature where it is indicated at the end or by referencing these terms on Orders. Affiliates participate under these terms by placing orders which specify product or service delivery in the same country as the JLSMEBC Affiliate accepting the Order, referencing these terms, and specifying any additional terms or amendments to reflect local law or business practices.
4. Order Arrangements. Customer may place orders with JLSMEBC through a designated JLSMEBC website, customer-specific portal, or by letter, fax or e-mail. Where appropriate, orders must specify a delivery date. If Customer extends the delivery date of an existing Order beyond ninety (90) days, then it will be considered a new order. Customer may cancel a hardware Order at no charge up to five (5) business days prior to shipment date.
5. Prices and Taxes. Prices will be as quoted in writing by JLSMEBC or, in the absence of a written quote, as set out in a designated JLSMEBC website, customer-specific portal, or JLSMEBC published list price at the time an order is submitted to JLSMEBC. Prices are exclusive of taxes, duties, and fees (including installation, shipping and handling) unless otherwise quoted. If a withholding tax is required by law, please contact the JLSMEBC order representative to discuss appropriate procedures.
6. Invoices and Payment. Customer agrees to pay all invoiced amounts within thirty (30) days of JLSMEBC’s invoice date. JLSMEBC may suspend or cancel performance of open Orders or services if Customer fails to make payments when due.
7. Title. Risk of loss or damage to hardware products will pass upon delivery to Customer or its designee. JLSMEBC shall retain title in products until full payment is received.
8. Delivery. JLSMEBC will use all commercially reasonable efforts to deliver products in a timely manner. JLSMEBC may elect to deliver software and related product/license information by electronic transmission or via download.
9. Installation. If JLSMEBC is providing installation with the product purchase, JLSMEBC’s site guidelines (available upon request) will describe Customer requirements. JLSMEBC will conduct its standard installation and test procedures to confirm completion.
10. Support Services. JLSMEBC’s support services will be described in the applicable Supporting Material, which will also cover eligibility requirements, service limitations and Customer responsibilities.
11. Product Performance. All JLSMEBC-branded products are covered by JLSMEBC’s limited warranty statements provided with the products or otherwise made available in Supporting Material. Non-JLSMEBC branded products and services receive warranty coverage as provided by the relevant third-party supplier.
12. Warranty Claims. When JLSMEBC receives a valid warranty claim, JLSMEBC will either repair the relevant defect or replace the product. If JLSMEBC is unable to do either within a reasonable time, Customer will be entitled to a full refund upon the prompt return of the product to JLSMEBC. JLSMEBC will pay for shipment of repaired or replaced products to Customer and Customer will be responsible for return shipment of the product to JLSMEBC. This Agreement states all remedies for warranty claims. To the extent permitted by law, JLSMEBC disclaims all other warranties.
13. Eligibility. JLSMEBC’s service, support and warranty commitments do not cover claims resulting from:
a. Improper use, site preparation, or site or environmental conditions or other non-compliance with applicable Supporting Material;
b. Modifications or improper system maintenance or calibration not performed by JLSMEBC or authorized by JLSMEBC;
c. failure or functional limitations of any non- JLSMEBC software or product impacting systems receiving JLSMEBC support or service;
d. malware (e.g. virus, worm etc.) not introduced by JLSMEBC; or abuse, negligence, accident, fire or water damage, electrical disturbances, transportation by Customer, or other causes beyond JLSMEBC’s control.
14. Dependencies. JLSMEBC’s ability to deliver services will depend on Customer’s reasonable and timely cooperation and the accuracy and completeness of any information from Customer needed to deliver the services.
15. Change Orders. We each agree to appoint a project representative to serve as the principal point of contact in managing the delivery of services and in dealing with issues that may arise. Requests to change the scope of services or deliverables will require a change order signed by both parties.
16. Services Performance. Services are performed using generally recognized commercial practices and standards. Customer agrees to provide prompt notice of any such service concerns and JLSMEBC will re-perform any service that fails to meet this standard
17. Intellectual Property Rights Infringement. JLSMEBC will defend and/or settle any claims against Customer that allege that an JLSMEBC-branded product as supplied under this Agreement infringes the intellectual property rights of a third party. JLSMEBC will rely on Customer’s prompt notification of the claim and cooperation with our defense. JLSMEBC may modify the product so as to be non-infringing and materially equivalent, or JLSMEBC may procure a license. If these options are not available, JLSMEBC will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter. JLSMEBC is not responsible for claims resulting from any unauthorized use of the products.
18. License. JLSMEBC grants Customer a non-exclusive license to use the version or release of the delivered JLSMEBC-branded software. Permitted use is for internal purposes only (and not for further commercialization), and is subject to any specific software licensing information that is in the software product or its Supporting Material. For non-JLSMEBC branded software, the third party’s license terms will govern its use. Customer may not sublicense, assign, transfer, rent, or lease the software or software license except as permitted by JLSMEBC.
19. Global Trade Compliance and Recycling. Products and services provided under these terms are for Customer’s internal use and not for further commercialization. If Customer exports, imports or otherwise transfers products provided under these terms, Customer will be responsible for complying with applicable laws and regulations and for obtaining any required export or import authorizations. JLSMEBC may suspend its performance under this Agreement to the extent required by laws applicable to either party. For countries where JLSMEBC is legally required to take back and recover Waste Electrical and Electronic Equipment (“WEEE”), JLSMEBC agrees to recover WEEE on the terms set out for each country at www.jlsalomonmebconsultancy.com
20. Limitation of Liability. JLSMEBC’s liability to Customer under this Agreement is limited to the greater of PHP1,000,000 or the amount payable by Customer to JLSMEBC for the relevant Order. Neither Customer nor JLSMEBC will be liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages. This provision does not limit either party’s liability for: unauthorized use of intellectual property, death or bodily injury caused by their negligence; acts of fraud; willful repudiation of the Agreement; nor any liability which may not be excluded or limited by applicable law.
21. Force Majeure. Neither party will be liable for performance delays or non-performance due to causes beyond its reasonable control, except for payment obligations.
22. Termination. Either party may terminate this Agreement on written notice if the other fails to meet any material obligation and fails to remedy the breach within a reasonable period after being notified in writing of the details. If either party becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or receivership or asset assignment, the other party may terminate this Agreement and cancel any unfulfilled obligations. Any terms in the Agreement which by their nature extend beyond termination or expiration of the Agreement will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.
23. General. This Agreement represents our entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist. Modifications to the Agreement will be made only through a written amendment signed by both parties. This Agreement will be governed by the laws of the Republic of the Philippines and the courts of Manila, Philippines will have exclusive jurisdiction, to the exclusion of all other courts, over all disputes arising from this Agreement. Customer and JLSMEBC agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
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