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Toshiba Business Solutions - Print Shop 5506AC MFPSales Representative: State:FL Zip:State:FL Zip: Ext.Fax #:Ext.Fax #: eMail:eMail: Customer PO #:Ship:Term: QTY. 1 1 1 1 1 QTY.SERIAL NUMBER Serial Number:Equip. ID: Office Branch:Date: SALES ORDER S0-1.0.0 CUSTOMER NUMBER ORDER DATE Customer Name:City of Hialeah Customer Name:City of Hialeah Billing Address:501 Palm Ave Shipping Address:501 Palm Ave Copy Room 2/1/2017Aaron Puckett CUSTOMER INFORMATION Bill to Number:Ship to Number: Address 2:Address 2: City:Hialeah 33010 City:Hialeah 33010 Contact:Luis Suarez LASuarez@hialeahfl.gov Contact: Phone #:305-883-5988 305-883-5871 Phone #: 48 MOVEMENT STATUS Delivery Contact:Luis Suarez Movement: Business Type:Government Delivery Date: EQUIPMENT AND SUPPLIES EQUIPMENT & ACCESSORIES PRODUCT NUMBER SERIAL NUMBER UNIT PRICE AMOUNT Telephone #:305-883-5988 Delivery Hours: Stairs: Toshiba e Studio5506AC -$ -$ 2500 Sheet Large Capacity Feeder MP2502 -$ -$ Saddle Stitch Finisher MJ1112 -$ -$ Hole Punch Unit MJ6016 -$ -$ Finisher Rail KN1103 -$ -$ SUPPLIES PRODUCT NUMBER UNIT PRICE AMOUNT Freight Taxable Total -$ SPECIAL INSTRUCTIONS Sub Total -$ 48 month $207.68 mo State of Florida Contract #600-000-11-1 Check cut back to City of Hialeah for 1st months payment of $207.68 Installation Sales Tax % Sales Manager:Cash Paid Model Trade-in:Tax Paid -$ TERMS AND CONDITIONS You hereby acknowledge and agree that your electronic signature above shall constitute an enforceable and original signature for all purposes. By signing this agreement, the customer acknowledges that he/she has read and understood the terms and conditions of this agreement. 1.Limited Warranty.The seller warrants that the goods to be delivered will be of the kind and quality described in this Agreement and will be free of defects in workmanship or material.Should any failure to conform to this warranty appear within ninety (90)days after the initial date of installation in the case of new goods,or thirty (30)days after the initial date of installation in the case of used or reconditioned goods,the seller at it's option,shall correct such defects by suitable repair or replacement at its own expense,upon notification thereof and substantiation that the goods have been stored,installed,maintained,and operated in accordance with the Seller's recommendations or standard industry practice.The foregoing warranty does not apply to consumable parts such as,but not limited to,drums,cleaning brushes,filters,developer,toner, heat and oilier tubes, pressure pads, lamps, lenses and fuses. This warranty is exclusive and is in lieu of any warranty of merchantability,fitness for a particular purpose or other warranty of quality,whether express or implied,except of title and against patent infringement.Correction of non-conformities,in the manner and for the period of time provided above,shall constitute fulfillment of all liabilities of the Seller to the Customer with respect to,or arising out of the goods, whether based on contract, negligence, strict tort liability of otherwise. Customer Name (Please Print): Customer Name (Signature):Trade Allow Total -$ UCC Fee Customer Initials: _________ GENERAL TERMS AND CONDITIONS OF SALE 1.ACCEPTANCE.ALL PURCHASE ORDERS FOR ANY MATERIALS,PRODUCTS AND/OR ANY OTHER ITEMS (HEREIN THE GOODS)AND ACCEPTANCES OF GOODS BY ANY CUSTOMER (HEREIN BUYER)ARE EXPRESSLY SUBJECT TO AND GOVERNED BY THE TERMS AND CONDITIONS PRINTED HEREIN,AND NO TERMS ADDITIONAL TO OR DIFFERENT FROM THOSE STATED HEREIN ARE BINDING ON TOSHIBA BUSINESS SOLUTIONS (HEREIN THE SELLER) UNLESS AGREED TO IN WRITING BY THE SELLER. BUYER CONSENTS TO THESE TERMS AND CONDITIONS. 2.Title and Risk of Loss.Title and risk of loss or damage to the Goods shall pass to the Buyer upon tender of delivery F.O.B.Seller's warehousing facility.Seller will have and retain a first and superior security interest in the Goods until full payment has been made.Goods purchased under extended term or contract will have a UCC financing statement filed with the State of California.Buyer will be charged and shall pay the then applicable UCC filing fee.Buyer agrees upon request to do all things and acts necessary to perfect and maintain said security interest and shall protect the Seller's interest by adequately insuring the Goods against loss or damage from any cause. Buyer appoints Seller as Buyer's attorney-in-fact to execute any and all documents on Buyer's behalf and in Buyer's name to perfect and maintain Seller's security interest in the Goods. 3.Price,Taxes and Interest Charges.Prices quoted are F.O.B.,Seller's warehousing facility,and the amount of any local,state or federal taxes on the Goods shall be added to the price and paid by Buyer.Buyer represents that Buyer is solvent and can and will pay for the Goods in accordance with the terms hereof.All shipments shall be subject to the approval of Seller's credit department.Seller reserves the right to require payment in cash or obtain security for payment prior to making any delivery and if Buyer fails to comply with such requirement,Seller may terminate any contract with Buyer affected thereby.An interest charge of the lesser of one percent monthly (12% annual rate) or the maximum allowed by state law, will be paid by Buyer on all past due amounts. 4. Terms/Cash Sales. Seller's payment terms are Cash unless other terms are agreed upon by Seller and Buyer. Seller's Authorized signers are the only personnel of Seller authorized to approve special terms or conditions. 5.Extended Terms/Contracts.Extended terms/contract sales are as agreed upon by Seller and Buyer.Extended payment terms and contracts on individual sales vary and are determined by Buyer and Seller.It is the Buyer's responsibility to fully review prior to accepting specific terms and conditions on individual extended payment terms and contract sales.Seller's Authorized signers are the only personnel authorized to approve any special terms or conditions on extended payment terms or contract sales. 6.Delivery.Any delivery schedules which may be specified for shipment of the Goods are only estimates and the Seller shall not incur any liability,either directly or indirectly,nor shall any order be canceled because or as a result of delays in meeting such dates or schedules.In no event shall Seller be liable for any claims for labor or for any consequential damages or any other damages resulting from failure or delay in delivery.No delivery dates are guaranteed. 7.Force Majeure.Seller shall not be liable for any act,omission,result or consequence,of any delay in delivery or failure of performance which is (i)due to any act of God;any government order;any order bearing priority rating or placed under any allocation program (mandatory or voluntary)established pursuant to law;local labor shortage;fire;flood;casualty;governmental regulation or requirement;terrorism or terrorist threat;shortage or failure of raw material,supply,fuel;power or transportation;breakdown of equipment;or any cause beyond Seller's reasonable control whether of similar or dissimilar nature to those above enumerated,or (ii)due to any strike,labor dispute,or difference with workers, regardless of whether or not Seller is capable of settling any such labor problem. 8.Laws,Ordinance and Regulations.Seller shall utilize reasonable efforts to cause the Goods to comply with its interpretation of federal safety,health and environmental regulations and insurance codes of a national scope. However,Seller shall not be responsible for compliance with local interpretations of such federal regulations or insurance codes nor with any local laws,ordinances,codes and/or regulations which may at any time be in effect at any location where the Goods are to be utilized, unless such responsibility shall be expressly assumed by the Seller in writing. 9.Changes in Design.Seller reserves the right to discontinue the supply or sale of any model,style or type of the Goods,or of any parts or accessories thereto,and the right to change or alter the design or composition of the Goods,parts or accessories without notice to Buyer,and the Seller shall incur no liability thereby nor any obligation to furnish or install any replacement Goods,parts or accessories which were purchased or sold prior to the making of any alterations or changes in design. 10.Off Quality and Goods Made to Buyer's Specifications.Seller makes no warranty whatsoever,express or implied except as to title,with respect to Goods manufactured,compounded and/or designed to Buyer's own specifications,or if Buyer has requested off-quality Goods or seconds.Buyer shall at its own expense defend and save Seller harmless from and against any claim,suit,expense or otherwise,which shall be asserted or brought against Seller by reason of its manufacture, design or sale of such Goods. 11.Warranty.Except as described in paragraph 10 above,Seller warrants that the Goods (a)are in accordance with the provisions of any product-specific written warranty published and delivered to Buyer from Seller,or (b)in the absence of a product-specific warranty,are in accordance with the Seller's published specifications at the time of order and that Seller will repair or replace,at Seller's option,such Goods as fail to conform to its published specifications,provided notice of claim under this warranty is given within a period of thirty (30)days following shipment.In all cases,Buyer shall be responsible for the cost of field labor and/or charges incurred by Buyer's return of any Goods to the Seller for repair or replacement. No return of Goods shall be made without prior written consent of the Seller. 12.Returns.Returns for any reason (other than return provisions described in paragraph 11 above -Warranty)will be subject to an appropriate restocking fee determined by Seller,not to exceed a maximum of 20%of the purchase price of the returned Goods. No returns of Goods shall be made without prior written consent of the Seller. 13.EXCLUSION OF OTHER WARRANTIES.EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN PARAGRAPH 11 ABOVE,BUYER ACKNOWLEDGES AND AGREES THAT SELLER IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER,EXPRESS OR IMPLIED,WITH RESPECT TO THE GOODS,INCLUDING,BUT NOT LIMITED TO,THE VALUE,CONDITION,MERCHANTABILITY,MARKETABILITY,SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE WHICH APPLY TO THE GOODS,THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE GOODS AND THE MANNER,QUALITY,STATE OF REPAIR OR LACK OF REPAIR OF THE GOODS,BUYER AGREES THAT BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON,EITHER DIRECTLY OR INDIRECTLY,ANY STATEMENT,REPRESENTATION OR WARRANTY OF SELLER OR ANY AGENT OF SELLER EXCEPT AS EXPRESSLY SET FORTH HEREIN.NO WARRANTIES OR REPRESENTATIONS AT ANY TIME MADE BY ANY REPRESENTATIVE OF THE SELLER SHALL BE EFFECTIVE TO VARY OR EXPAND THE ABOVE EXPRESS WARRANTY OR ANY OTHER TERMS AND CONDITIONS HEREOF. 14.Technical Advice.Seller shall not be responsible for the results of any technical advice provided by Seller in connection with the design or installation or use of the Goods for any particular purpose.Buyer assumes sole responsibility for the proofing of and acceptability of Goods and services of Seller prior to purchase by Buyer.Contracted integration of Seller's products are limited to scope of work for connectivity of supplier provided hardware and installation/configuration of supplier provided Solution Software on Buyer's network.Seller assumes no liabilities for configuration of Desktop Operating Systems and/or Server Network Operating Systems.Further,Seller does not warrant or ensure interoperability of supplier provided hardware and/or Solutions Software with future releases of newer versions of Operating Systems,Network Operating Systems or Application Software products. Upon installation/configuration,Buyer shall sign acceptance and work completion form provided by Seller.Any reconfiguration and installation by Seller that occurs on Buyer's network of hardware/software due to Buyer network changes shall be billed by Seller to Buyer at the then prevailing integration service rate. 15.LIABILITY LIMITATION.SELLER'S LIABILITY HEREUNDER SHALL BE LIMITED TO THE OBLIGATION TO REPAIR OF REPLACE THE GOODS PURSUANT TO PARAGRAPH 14 ABOVE.SELLER'S TOTAL CUMULATIVE LIABILITY IN ANY WAY ARISING FROM OR PERTAINING TO ANY GOODS SOLD OR REQUIRED TO BE SOLD UNDER ANY CONTRACT SHALL NOT IN ANY CASE EXCEED THE PURCHASE PRICE PAID BY THE BUYER FOR SUCH GOODS.IN NO EVENT SHALL SELLER HAVE ANY LIABILITY FOR COMMERCIAL LOSS,CLAIMS FOR LABOR OR ANY CONSEQUENTIAL DAMAGES OF ANY OTHER TYPE, REGARDLESS IF WHETHER BUYER'S CLAIM BE BASED IN CONTRACT,TORT,WARRANTY,STRICT LIABILITY OR OTHERWISE.IT IS EXPRESSLY AGREED THAT BUYER'S REMEDIES EXPRESSED IN THIS PARAGRAPH ARE BUYER'S EXCLUSIVE REMEDIES. 16.Cancellation or Changes of Order.No order may be withdrawn or cancelled by the Buyer,nor may delivery or shipment of Goods be deferred when ready,unless Seller shall first be paid a cancellation or deferral charge of a reasonable amount acceptable to the Seller.In the event,that Buyer shall request changes in its order after receipt thereof by Seller,Buyer shall be responsible for and pay all charges reasonably assessed by Seller with respect to such changes. 17. Set-Offs. Neither Buyer nor any affiliated company or assignee shall have the right to claim compensation or to setoff against any amounts which become payable to the Seller under any contract or otherwise. 18. No Protection from Claim of Infringement. Seller makes no representation of warranty that the delivery or subsequent use of the Goods shall be free of the claim of any third party by way of infringement. 19.APPLICABLE LAW.THE TERMS AND CONDITIONS APPLICABLE TO ANY SALE OF GOODS OR SERVICES BY THE SELLER SHALL BE DETERMINED AND CONSTRUED IN ACCORDANCE WITH,AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.THE BUYER AND SELLER AGREE TO SUBMIT TO THE JURISDICTION OF THE STATE OR FEDERAL COURT OF ORANGE COUNTY WITHIN CALIFORNIA IN CONNECTION WITH ANY DISPUTE OR CONTROVERSY BETWEEN SELLER AND BUYER. 20.Service Delivery.Seller's service delivery terms are as agreed upon by Seller and Buyer and contracted.Hardware Repair/Service Support/Integration Services contract's terms and conditions vary on individual sales and are determined by Buyer and Seller.It is the Buyer's responsibility to fully review and signoff on specific terms and conditions on individual Hardware Repair/Service Support/Integration Services contract's purchases.Seller's Authorized signers are the only personnel authorized to approve any special terms or conditions on extended terms or contract sales. 21.Buyer Declination of Service Contract.If Buyer declines service coverage,Seller will file appropriate forms noting declination of service.If service is provided by Seller on Goods not covered by a service contract with Seller, Buyer shall pay the then prevailing rates for labor and parts supplied for repair, which will be billed (time and materials) Net Payable. 22. Freight. Buyer assumes responsibility for freight charges on orders placed with Seller. 23.Severability.In the event that any one or more of the provisions contained herein shall,for any reason,be held to be invalid,illegal or unenforceable in any respect,such invalidity,illegality or unenforceability shall not effect any other provisions of this agreement,but this agreement shall be construed as if such invalid,illegal or unenforceable provisions had never been contained herein,unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable. 24. Amendment and Waiver. No amendment of these terms or conditions and no waiver by Seller will be effective unless it is in writing and signed by Seller. No waiver by Seller will operate as a waiver on a future occasion. 25. Parties Bound. All rights of Seller will inure to the benefit of Seller's successors and assigns. All rights and obligations of Buyer will inure to the benefit and be binding upon Buyer and Buyer's successors. 26. Further Assurances. The parties agree to promptly execute and deliver all further instruments and documents and take all further action necessary to effect these terms and conditions.