Customer Service - CORE Telecom Systems
- 1. Thank you for using our website at coretelecom.net (“the Website”) provided to you by Core Telecom Systems, Inc. (“the Seller”) with its registered address at 1131 N Warson Rd., St Louis, MO. 63132
- 2. By using the Website, browsing the contents on the Website and/or placing an order for services, clicking to accept this Agreement or using and/or accessing any of the Seller or related services (as the case may be), you agree to all the terms and conditions of the Agreement.
- 3. If you are using or ordering the Seller’s service(s) or related service(s) on behalf of a Seller or other entity, then “Customer” or “You” means that entity, and you are binding that entity to the Agreement. You represent and warrant that you have the legal power and authority to enter into the Agreement and that, if the Customer is an entity, the Agreement is entered into by an employee or agent with all necessary authority to bind that entity to the Agreement.
- 4. The terms and conditions of the Agreement (together with any other terms and conditions agreed in writing between the Seller and the Buyer from time to time) constitute the entire agreement between the parties and supersede any previous agreement(s) or understanding(s) and may not be varied except with notice from the Seller.
- 5. No failure or delay by the Seller in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
DEFINITION AND INTERPRETATION
- 6. The following words used herein have the following definitions and meanings:
- 6.1 “Buyer” refers to the purchaser of goods and/or services from Core Telecom Systems, Inc. pursuant to the terms and conditions herein contained.
- 6.2 “Seller” refers to Core Telecom Systems, Inc.
- 7. To apply for a new account with the Seller and to establish an account with credit card payment methods, the Buyer is required to submit the following information to the Seller :-
- (a) A completed credit application;
- (b) Current financial statement;
- (c) A sales tax exemption certificate; and
- (d) Any other documents and/or information deem necessary by the Seller from time to time.
- 8. With a view to prevent any delays in respect of any orders by the Buyer, the Seller recommends the following payment methods to expedite the process thereof :-
- (a) Wire transfer of funds;
- (b) Certified or cashier’s check with purchase order;
- (c) Credit Card (MC, Visa, Amex); and
- (d) Letter of credit.
PRICES, DISCOUNTS AND QUOTATIONS
- 9. The prices as displayed on the Seller’s website are subject to change without notice to you.
- 10. Any of the prices that are provided to you from any relevant third party quotation Seller are based upon payments made by Cash or Check.
- 11. Unless otherwise specified or agreed by the parties herein, the prices shall be those as specified on the invoice prices as at the date of shipment.
- 12. All pricing information in published or printed material is current at the time of publication and is provided for general information and estimation purposes only.
- 13. Published prices shall not be deemed as quotations or offers to sell.
- 14. The prices shall not include any of the applicable federal, state or local taxes. All taxes which are applicable to products ordered by the Buyer shall be paid by the Buyer, or in the absence thereof, the Buyer shall provide the Seller with a tax exemption certificate acceptable to the taxing authorities.
- 15. In the event an initial order is received prior to the submittal of the tax exemption certificate, the Buyer shall be required to recover those taxes from any taxing authority where taxes were withheld by the Seller prior to receipt of valid exemption certificate by the Seller.
- 16. For the avoidance of doubt, any shipment(s) to the state of Washington shall be construed and deemed as a business occupation tax and shall be assessed as such regardless of the exemption status.
- 17. Payment is due for all invoices within 30 days from the date of the invoice.
- 18. Payments rendered by Credit Card shall be subject to an additional processing fee of three percent (3%).
- 19. A late payment charge shall be imposed on all account balances which the said balance remains unpaid and outstanding for a period beyond the date of payment when due. The late payment charge shall be 1.5% of the outstanding payment per month for each calendar month, or partial month that the outstanding balance remains unsettled.
- 20. If the Buyer fails to pay any of the invoice(s) when due, at the discretion of the Seller, the whole sum owing shall immediately become due and payable by the Buyer, and the Seller may exercise its option to immediately suspend further deliveries to the Buyer until all the outstanding amounts due and payable by the Buyer to the Seller have been settled in full (inclusive of interest).
- 21. If the Buyer’s account and the outstanding balance therein is transferred and to be dealt with by a debt collection agency or if any legal costs are incurred as a result of a debt collection matter, the Buyer shall be responsible for all consequential costs including but not limited to costs arising out of the debt collection and/or attorney fees and disbursements.
- 22. The obligations contained herein shall survive notwithstanding any payment(s) by the Seller or settlement of any of the invoice(s).
- 23. All provisions contained herein and entered into between the Buyer and the Seller shall be governed by the laws in the state of North Carolina. The Buyer and Seller respectively agree to submit to the jurisdiction of the courts in the state of North Carolina.
- 24. Credit balances as appears on any account shall be available for a period of ninety (90) days from the date of issuance of the same. After the initial ninety (90) days period, the respective credit balances will no longer be valid and void.
MINIMUM ORDER AMOUNT
- 25. The minimum order amount is $500.
- 26. Any orders that are submitted to the Seller for an amount that is lower than $500 will be subject to a $20 fee. Such fee shall be applicable to orders that are shipped to the Buyer’s locations.
ACCEPTANCE OF ORDERS
- 27. All orders submitted by the Buyer are subject to the acceptance by the Seller. Such acceptance shall include all terms and conditions contained herein , except for any modifications or additions to the terms and conditions herein which may be agreed to from time to time by the Buyer and the Seller in the form of a purchase agreement or in other written form which supersedes all prior agreements.
- 28. Terms or conditions contained in the Buyer’s purchase order or other correspondence(s) from the Buyer which the terms therein differ from those herein contained shall not become part of the agreement between the Buyer and the Seller and shall not be binding upon the Seller whatsoever.
- 29. The Seller only accepts any and all Purchase Orders in written format. The delivery of the Purchase Orders may be made by mail, facsimile and/or electronic mail interface. Any one of such method shall be deemed valid method of service.
CANCELLATION OF ORDER
- 30. Without the prior written consent of the Buyer the orders placed shall not be terminated or cancelled.
- 31. The Buyer acknowledges that a breach by him or her obligations hereunder will cause irreparable harm to the Seller, by vitiating the intent and purpose of the transaction contemplated hereby.
- 32. Accordingly, the Buyer acknowledges that the remedy at law for a breach of its obligations herein will be inadequate and agrees, in the event of a breach of threatened breach by the Buyer of the provisions herein, the Seller shall be entitled, in addition to all available remedies at law or in equity the claim for loss and damages and such claim shall be based on the contractual price of the services notwithstanding a discount applied.
- 33. In the event that the Buyer breaches this Agreement, it will have forfeited its benefit of the discount provided by the Seller (as the case may be) and the Seller shall claim in full the original contractual price for the respective services provided or to be provided to the Buyer.
- 34. The Buyer agrees to indemnify and hold harmless the Seller from any and all losses sustained by the Seller as a result of Buyer’s cancellation of or change in an accepted purchase order.
- 35. If the Seller withholds its consent to the cancellation of an order, the Seller shall deliver the ordered items to the Buyer, and payment in full will be due from Buyer for such items.
SHIPPING AND HANDLING
- 36. Unless otherwise agreed in writing, all shipments from the Seller’s warehouse locations to the destination within the United States will be shipped via surface freight.
- 37. Shipping and handling charges including, but not limited to, the freight charge, special handling, special packaging, applicable fuel surcharges, and expedite fees. Freight charges for such shipments may be prepaid by the Seller and added to the charges listed on the invoice, and the Buyer agrees to reimburse the Seller for such freight charges as they appear on the invoice.
- 38. The Seller will select point of origin, method, and routing unless otherwise agreed in writing.
- 39. All shipments are F.O.B. point of origin.
- 40. The title to goods and risk of loss and/or damage shall be transferred to the Buyer upon delivery of the ordered items by Seller to a common carrier.
- 41. Shipping dates provided by the Seller, verbal and/or written, are approximate and are based on current inventory and estimations of time periods required to obtain ordered goods from the manufacturer.
- 42. In no event whatsoever shall the Seller assume any liability, consequential and/or otherwise, as a result of the Seller’s failure to deliver goods in accordance with indicated delivery schedules.
- 43. Acceptance of any item(s) shipped by the Seller pursuant to the Buyer’s purchase order shall constitute a waiver of all and any claims based on the delay in deliveries.
- 44. The Buyer shall be responsible for inspecting the shipment of goods upon delivery.
- 45. The Buyer is responsible for signing all acceptance documents with the carrier in respect of any visible damage. Any shortages or evidence of damage to the merchandise / goods must be reported in writing to the Seller within 15 calendar days of the receipt of goods.
- 46. Failing to provide the Seller of such notice, the goods shall be deemed accepted with knowledge thereof, and the Buyer shall be deemed to have waived all claims based on, all shortages or defects ascertainable at the time of delivery.
- 47. The Seller shall have no liability whatsoever for any damages to the goods caused by the carrier.
- 48. No shipping arrangements specified in the Buyer’s purchase order can be changed within fifteen (15) days’ notice to the Seller prior to the scheduled shipping date.
- 49. Any changes in shipping arrangements at any time within 15 days prior to the shipping date shall result in the imposition of special handling charges. Unless otherwise specified in the purchase order, all shipments will be made as soon as Seller deems reasonably practicable after receipt and acceptance of Buyer’s purchase order.
- 50. The Seller reserves the right to make delivery in installments and the delivery of part of an order shall not obligate the Seller to make any further deliveries.
- 51. The Seller shall not be obligated to make any deliveries hereunder until the Buyer’s purchase order has been received and accepted, and the Buyer has complied with all applicable credit qualification requirements or has prepaid.
- 52. The Seller shall not be liable for damages, lost profits and/or adjustments to the price due to delays or incapacities caused by circumstances beyond its control, including but not limited to, acts of God; fire; flood; wars; sabotage; labor disputes; government actions; shortages suffered by Seller’s suppliers or manufacturers; inability to obtain material, power, equipment or transportation; acts or defaults by common carriers; or delays caused by Buyer of any kind. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.
- 53. No return of merchandise will be accepted from Buyer without prior approval by Seller. Such approval must be in the form of a written Return Authorization.
- 54. A Return Authorization must be requested by Buyer from Seller within sixty (60) days from the original ship date. The Buyer agrees to indemnify and hold harmless Seller from any and all losses sustained by Seller as a result of Buyer’s return of items delivered to Buyer and Seller pursuant to the terms herein. Items returned pursuant to the foregoing procedure are subject to a minimum restock fee of 25%. Secondary Market sales to include, but not limited to items categorized as: “new surplus”, “refurbished”, “de-installed” or “used” as well as Customized and built to order goods are considered “non-returnable”.
- 55. Returned items must be in the original shipping cartons, unopened, undamaged, unused, and unaltered. Equipment received in a condition other than described entitles the Seller the right to refuse return of the items or impose additional charges. All shipments of returned items must be shipped prepaid by Buyer to Seller’s warehouse location specified in the Return Authorization and Seller will not accept any COD, freight collect or similar shipments of returned items unless mutually agreed to by Buyer and Seller. Upon receipt of the returned items, Seller will inspect such items for compliance with the foregoing conditions for proper return. A credit for properly returned items will be entered against the original invoice for the ordered items.
- 56. No Cash refunds will be issued.
- 57. All returns issued are valid for thirty- (30) days after which time the Return Authorization will be cancelled. Returns received without proper authorization are subject to additional fees or may not be accepted at all. Seller accepts no responsibility for material returned without authorization.
- 58. SELLER MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THESE GOODS ARE SOLD “AS/IS”. IN NO EVENT WILL SELLER BE RESPONSIBLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. Seller makes no warranty whatsoever with respect to any items not manufactured by it or with respect to the ability of any items to accurately process date data. However, Seller will assign or otherwise make available to Buyer any warranty which has been assigned by a manufacturer of any item and which Seller has the right to so assign or otherwise make available to Buyer.
Secondary- Market Warranty Statement:
- 59. Seller warrants to Buyer that goods purchased as Secondary-Market items to include but not limited to those items referred to as “de-installed”, “refurbished” and “new surplus” (hereinafter referred to as the “Goods”) will be free from substantial defects in materials and workmanship under normal use, given proper installation and maintenance for a period of one year (1) from the date of purchase.
- 60. Seller assumes no liability with respect to defects caused by modification, repair, installation, operation, negligence, or other improper use of the Goods.
- 61. Seller’s entire liability and Buyer’s exclusive remedy, whether in contract, tort or otherwise, for any claim related to or arising out of the Buyer’s purchase or use of Goods, shall be correction of defects by repair, replacement of “like” unit at comparable value, or credit, at Seller’s discretion.
- 62. In the event “Goods” are repaired as an exclusive remedy, Seller cannot warrant that the operation of the “Goods” will be uninterrupted or error-free. Similarly, Seller does not warrant that the function of the “Goods” will meet Buyer’s requirements or that the “Goods” will operate in combination with other products selected by Buyer for its use.
Integrated Products Warranty Statement:
- 63. Seller warrants to Buyer that goods bearing the “Core Integration” name (hereinafter referred to as the “Goods”) will conform to Seller’s published specifications in effect as of the date of shipment and will be free from substantial defects in materials and workmanship under normal use, given proper installation and maintenance, for the periods listed: Integration Assemblies = 1 Year, Bay Assemblies = 1 Year, Cable Assemblies = 1 Year. Warranty begins on the date product is shipped to Buyer.
- 64. Buyer must promptly notify Seller of any claimed defect in the Goods. If the defect was incurred by the freight carrier, the notification must be within 48 hours. Seller or its agent may inspect the Goods on the Buyer’s premises. Goods returned to Seller under this warranty must be shipped prepaid by Buyer. Seller assumes no liability with respect to defects caused by modification, repair, installation, operation, negligence, or other improper use of the Goods.
- 65. All equipment not bearing the Core Integration name is supplied with the Original Equipment Manufacturers (OEM) warranty. Seller will assign or otherwise make available to Buyer any warranty of any item which has been assigned by an OEM and which Seller has the right to so assign or otherwise make available to Buyer. In addition, Seller has no liability for equipment furnished by Buyer nor does this warranty cover any copy of or update to user manuals for the Goods.
- 66. Seller’s entire liability and Buyer’s exclusive remedy, whether in contract, tort or otherwise, for any claim related to or arising out of the Buyer’s purchase or use of Goods, shall be correction of defects by repair, replacement, or credit, at Seller’s discretion. Refurbished material may be used to repair or replace the Goods. Seller has no liability with respect to claims relating to or arising from the use of equipment not bearing the Core Integration name.
Disclaimer of Liability-(Inclusive of Secondary-Market and Integrated Products Warranties)
- 67. Seller will not be liable for injuries or damage to persons or property resulting from any cause whatsoever, with the exception of injuries or damages caused by the gross negligence of Seller. This limitation applies to all Goods during and after the warranty period.
- 68. In no event shall Seller be liable for any damages from loss of use or loss of profits and Seller further disclaims any and all liability for indirect, incidental, special, consequential, or other similar damages.
- 69.In the event any remedy fails of its essential purpose, or in any other event, Seller’s aggregate liability shall not exceed the amount actually paid to Seller by Buyer for the affected Goods.
- 70. Seller may immediately terminate Buyer’s ability, if any, to purchase merchandise on credit or otherwise at any time in Seller’s sole discretion. Seller reserves the right to discontinue product lines and to make changes in products at any time.
- 71. No supplement, modification or amendment of these terms and conditions will be binding upon Seller unless made in writing and signed by a duly authorized representative of Seller, these terms and conditions being, together with Seller’s invoice and the credit application, a final, complete and exclusive statement of the contract of sale.
- 72. Buyer’s rights under this contract may not be assigned or sold by Buyer without Seller’s prior written consent. Captions used herein are for convenience only and are not intended to be used in the construction or interpretation hereof. The invalidity or un-enforceability of any provision hereof shall not invalidate any of the remaining provisions.
LIABILITY, EXCLUSION AND LIMITATION
- 73. The Seller warrants to the Buyer that it shall use all of its reasonable endeavors to provide the Services using reasonable care and skill and as far as reasonably possible, in accordance with the Client’s order.
- 74. The Seller will not exclude or limit liability for its negligence or negligent omission which causes personal injury or death.
- 75. The Seller shall not be liable for any loss, cost, expense or damage of any nature whatsoever (whether direct or indirect) resulting from the use of Services except where it is expressly determined that a person acting under the direct instruction of the Seller has knowingly acted in a negligent manner.
- 76. The Seller shall have no liability to the Buyer for any loss, damage, costs, expenses or other claims for compensation arising from requests or instructions supplied by the Buyer which are incomplete, incorrect or inaccurate or any other fault of the Client.
- 77. The Seller shall not be liable or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure, any of the Seller’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Seller’s reasonable control.
- 78. Subject to the provisions of the terms and conditions contained herein, the maximum liability of the Seller to the Buyer for breach of any of its obligations hereunder shall be limited to the value of the Charge (provided that the Charge has at such time been paid by the Buyer in full).
- 79. The Seller may update or modify this Agreement from time to time. If the Seller modifies the Agreement during the Services, the modified version will take effect upon the next Service.
- 80. Buyer may be required to check the update version from time to time after the modified version takes effect, in any event the continued use of the Services shall constitute acceptance of the modified version.
- 81. If any provision of this Agreement is found by any Court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.
- 82. Neither Party will be liable for any delay or failure to perform its obligations under the Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
- 83. Nothing in the Agreement prevents the Seller from disclosing Buyer information and data to the extent required by law, subpoenas, or court orders, but the Seller will use commercially reasonable efforts to notify Buyer where permitted to do so.
- 84. The Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns. Neither Party may assign the Agreement without the advance written consent of the other party, except that the Seller may assign the Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities.
- 85. The Agreement represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral communications, proposals and representations with respect to the Seller or any other subject matter covered by this Agreement.
GOVERNING LAW, JURISDICTION AND VENUE
- 87. This Agreement is governed by the state of Missouri without regard to choice or conflict of law rules thereof.