Fill and Sign the Agreement to Purchase Ip Phone System 497331267 Form

Agreement to Purchase IP Phone System This System Purchase and Maintenance Agreement is made on the ________________ (date) , between _____________________________ (Name of Company) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ____________________________________________________________________ _______________ (street address, city, state, zip code), referred to herein as Company , and (Name of Customer), a corporation organized and existing under the laws of the state of ______________, with its principal office located at ___________________________________ ____________________________________________ (street address, city, state, zip code) , referred to herein as Customer . Whereas, Company desires to sell to Customer a IP Phone System (the System ) pursuant to this Agreement as well as maintain same pursuant to the warranty provisions set forth herein; and Whereas, Customer desires to purchase the System from Company and have Company maintain the System pursuant said warranty provisions; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. The System. This Agreement pertains to the Equipment and Software, (the System ) described in Schedule A attached hereto and incorporated herein by this reference. The System is to be installed at the Customer’s offices at __________________________________ ____________________________________________ (street address, city, state, zip code) , hereinafter referred to as the Authorized Location . 2. Systems Installation. A. Customer shall make available a certain location on its premises for installation of the System in accordance with the sp ecifications set forth below and shall permit access to such Authorized Location for Company’s personnel, which includes both employees and subcontractors, to deliver the Equipment and Software required for installation as well as install same. B. Customer shall provide an equipment room that meets environmental and electrical requirements for the installation of the telecommunications/data Equipment, including but not limited to the following: 1. 20 ampere 120 volt AC isolated, dedicated circuit termination within five (5) feet of the System service unit; 2. Conduits for commercial power wiring and outlets. 3. A satisfactory double receptacle; C. Said Equipment Room must maintain room temperature ranging between 30-80 degrees Fahrenheit and relative humidity not exceeding 80% non-condensing. Said Room must have a three (3) foot minimum clearance in front of the System service unit, with secured access. Said Room must have access to "cold water ground" within 10 feet of the System service unit. D. Said Room shall not contain any "Hazardous Substances" (as defined below). which violate applicable state, federal or local laws, rules or regulations. For the purposes of this Agreement the terms Hazardous Substances shall include without limitation: (i) oil, petroleum or other hydrocarbon derivatives, or products; (ii) hazardous wastes, (iii) hazardous or trade substances or chemicals; (iv) fungicides, rodenticides or insecticides; (v) asbestos; or (vi) urea formaldehyde. 3. Licenses and Permits Customer shall be solely responsible for obtaining any and all licenses, permits and other authorizations that may be necessary in connection with the installation, use or service of the System. When necessary, Company agrees to coordinate service arrangements with the telephone utility on behalf of Customer, but in no event shall Company be responsible for any service or other charge assessed by the telephone utility, all such charges being Customer’s sole responsibility. In the event the telephone utility fails to make available appropriate interconnection and/or other utility sources on a timely basis, Company shall not be liable to Customer in any way. Company shall be responsible for installation and maintenance service of the System only with regard to the proper connection of the System to the telephone utility network and shall not be responsible for any maintenance of problems which are part of the telephone utility network or covered by the warranty provisions herein. 4 . Purchase Price and Payment Terms Customer shall pay Company the sum of $___________ for the Equipment, Software and Installation. Fifty Percent of said amount will be due upon execution of this Agreement and the remainder will be due upon completion of the installation and the start up of the System. Payment of all taxes shall be the responsibility of Customer whether this is considered a tax- exempt transaction or not. There will be no charge for maintaining the System by Company, but such maintenance is limited to the Warranty provisions herein. Installation shall be made on or before ____________________ (date) . 5. Risk of Loss or Damage. The System will be considered accepted by Customer upon installation at Customer's facility. Except to the extent any loss or damage to the System and related documentation is caused by defects in material or workmanship, Customer assumes the entire risk of loss or damage to the System while it is on Customer’s premises or under its control whether or not covered by insurance and no loss shall relieve Customer of its obligations under this Agreement. 6. Purchase Money Security Interest To secure performance of Customer's obligations under this Agreement, Customer hereby grants Company a purchase money security interest in the System including all equipment, additions, attachments and substitutions, until the total Purchase Price has been paid. Customer agrees not to further encumber, sell or otherwise transfer the System without the prior written consent of Company before the Payment Price is paid. Customer agrees to execute any and all documents which Company may require to further evidence or continue this security interest. 7. Remedies for Default Upon default in payment or performance hereunder by Customer, Company, in addition to any other remedies by which it is entitled, shall have all the rights and remedies of a secured party under the _________________ (Name of State) ’s Uniform Commercial Code, including but not limited to the following rights; (i) to declare all unpaid amounts hereunder immediately due and payable, (ii) to take possession of and remove any part or all of the System: and (iii) to render the System or any of its functions or features inoperable remotely or otherwise, without any demand or notice, and without any court order or other process of law. Upon default, any amounts owed to Company shall bear interest at _____ percent, or the highest rate allowed by applicable law, whichever is less. Should it become necessary to enforce payment or performance of Customer's obligations, Customer agrees to reimburse Company for all costs and expenses, including reasonable attorney's and investigatory fees, incurred in connection with such enforcement. If Customer breaches any payment obligation prior to installation of the System, Company may withhold installation until Customer has cured such breach. If Customer fails to cure, Company may retain any amounts already paid Company as liquidated damages. 8. Limitation of Warranties Customer acknowledges that Company did not manufacture the System. Company does represent that it has the right to and does extend to Customer the manufacturer's warranty with respect to the System, as set forth In Schedule A . 9. Warranties Company warrants that the System, when in good repair, properly adjusted and in the hands of a competent operator, is capable of practical operating speeds and efficiency within the specifications set forth in Schedule B , attached to and made a part of this Agreement. Company further warrants the System to be free from defective material and workmanship and agrees to furnish free of charge any part or parts necessary to make good any defect directly traceable to a fault in material or workmanship of Company , provided that the claim for any such defect is made within one year after erection of the System and provided the defective part or parts are promptly returned to Company, freight prepaid by Customer. Equipment and accessories not manufactured by are warranted only to the extent that they are warranted by the manufacturers of the same. Company 's liability or warranty shall not exceed the amount of the purchase price indicated above. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. Customer agrees that there have been no representations upon which it relied other than those set forth herein. THIS WARRANTY, ALONG WITH THE MANUFACTURER'S WARRANTY, ARE PROVIDED TO CUSTOMER IN LIEU OF ALL OTHER WARRANTIES. ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING ANY IMPLIED WARRANTIES SUCH AS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT ARE DISCLAIMED. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF A BREACH OF ANY WARRANTY SHALL BE REPAIR OR REPLACEMENT OF THE DEFECTIVE PORTION OF THE SYSTEM. COMPANY SHALL NOT IN ANY EVENT BE RESPONSIBLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, MULTIPLE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM FRAUD OR LOST REVENUES OR PROFITS. 9. Limitation of Remedies Customer agrees that the sole liability of Company by virtue of any warranty or guarantee made by Company is, at Company 's option, either to make the equipment sold fulfills the warranty, or to remove the same at the Company 's own expense, refunding payments made. No warranty made by Company shall be binding on Company after one year from the date of the original erection or installation of the System, and no liability for any special, indirect, or consequential damages of any nature is assumed by or shall be imposed on Company based upon its undertakings in this Agreement. 10. Payment of Taxes and other Charges Customer agrees to pay promptly when due all taxes, assessments, and other public charges that might be directly or indirectly levied, rated, charged upon, or measured by or arise from the sale, transportation, delivery, use or consumption of the System, or otherwise upon this transaction. If Customer fails to make payment of the same or to file any required return, Company shall have the right, but not the duty, to file a return and to make payment of the tax and the amount so paid shall then become immediately due and payable by Customer to Company and shall be in addition to any and all other money due and payable under this Agreement. 11. Transfer of Title Company and Customer agree that title in and to the System shall remain in Company until the full purchase price as provided in this Agreement shall be paid by Customer . Default by the Customer in any of the terms of this Agreement shall give Company the right to take immediate and unconditional possession of the System. Until payment in full, the System shall remain personal property, regardless of its method or mode of attachment to realty, if any. Notwithstanding the foregoing, Customer acknowledges and agrees that title to the software and software related documentation belongs to the System’s manufacturer and that nothing contained herein shall operate to transfer any ownership interest in the software and software related documentation to Customer . Company warrants that it is an authorized licensee of the owner of such Software and has the authority to assign the right to use such Software in accordance with this Agreement. 12. Training As part of the consideration for this sale, Company shall provide all necessary training services for Customer's personnel to effect the operation of the System at no additional cost for a period of one (1) year after the date of Installation. After one (1) year, Compan y will make available to the Customer, training services in accordance with the Company’s then standard practices and price schedule. 13. Indemnification Customer hereby agrees to Indemnify, defend and hold Company harmless from and against any claim, expense, liability, fee, line, penalty or damage arising from or related to any breach of terms, conditions, or representations set forth In this Agreement. Additionally, Company shall be permitted to suspend its performance under this Agreement without penalty if it reasonably determines that Its performance of the terms set forth herein could violate any law, rule or regulation or have an adverse impact on the health or safety of the environment, until It receives written and/or financial assurances from Customer which are reasonably satisfactory to Company. 14. Force Majeure Company shall not be liable in any way for delay, non-delivery or default in shipment due to labor disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents, and all other causes beyond the control of Company , affecting Company or its suppliers. If Company , in its sole judgment, shall be prevented directly or indirectly, on account of any cause beyond its control, from delivering the Equipment at the time specified or within one month after the date of this Agreement, then Company shall have the right to terminate this Agreement by notice in writing to Customer , which notice shall be accompanied by full refund of all sums paid by Customer pursuant to this Agreement. 15. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 16. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 17. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _____________. 18. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 19. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 20. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 21. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 22. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 23. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 24. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. _________________________ __________________________ (Name of Company) (Name of Client) By:______________________________ By:_____________________________ ____________________________ ____________________________ (P rinted name & Office in Corporation) (P rinted name & Office in Corporation ____________________________ ____________________________ (Signature of Officer) (Signature of Officer)