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Terms & Conditions

Terms & Conditions for Purchase and Ongoing Support

Updated June 2024

Seller agrees to sell and Buyer agrees to purchase the equipment and/or software and/or services (collectively, the “Equipment”) described on the Sales Agreement executed contemporaneously herewith (the "Sales Agreement") subject to the following terms and conditions:

1.               LIMITED WARRANTY.  Seller warrants the Equipment (the "Limited Warranty") as follows:

a. Term.  Warranty on new Equipment is provided in accordance with manufacturer’s warranty. Unless otherwise specified on the Sales Agreement the warranty on "New Equipment" is for a period not to exceed 90 days from the date of delivery; the warranty on "New ICL Equipment" is for a period of 30 days from the date of delivery; and "Used Equipment" has no warranty.

b. Disclaimer of Warranty. BUYER ACKNOWLEDGES AND AGREES THAT SELLER SHALL IN NO MANNER BE LIABLE FOR ANY LOSSES  OR CLAIMS RESULTING FROM OR ARISING OUT OF BUSINESS INTERRUPTION, LOSS OF PROFITS, OR ANY CLAIMS ARISING OUT OF PROGRAM DISTORTION, PROGRAM ANOMALIES, LOSS OF DATA, BREACH OF EQUIPMENT SECURITY, OR PROGRAM LOSSES.  EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN, SELLER PROVIDES NO WARRANTY WITH RESPECT TO THE EQUIPMENT’S MANUFACTURE, DESIGN, CONDITION, DURABILITY, SUITABILITY, FITNESS FOR USE OR MERCHANTABILITY, AND SELLER SHALL NOT BE RESPONSIBLE FOR ANY PATENT OR LATENT DEFECTS THEREIN, OR ANY DAMAGES, WHETHER ACTUAL, SPECIAL, CONSEQUENTIAL OR INCIDENTAL ARISING THEREFROM.  BUYER HAS RECEIVED AND UNDERSTANDS HARDWARE AND SOFTWARE SPECIFICATIONS FOR ALL EQUIPMENT, AND IS SOLELY RESPONSIBLE FOR SELECTION OF THE EQUIPMENT.

  c. Scope of Warranty.  Seller agrees to replace parts and provide labor to repair the Equipment during the Term of the Limited Warranty; provided, however, that the Limited Warranty shall not include (1) parts or labor required because of damage caused by accident, neglect, misuse, alteration of the Equipment, unfavorable environmental conditions, electric current fluctuations, conductive materials or fluids entering the Equipment, force of nature, or any work performed by persons other than a representative of Seller, (2) labor which in the sole opinion of Seller is impractical to perform because of location, alterations in the Equipment or connection of the Equipment to any other device not previously agreed upon in writing by Seller, (3) specification changes or software changes, (4) parts or labor required due to the use of supplies not approved by Seller, and (5) parts or labor required because of Buyer's operation of the Equipment contrary to Seller's or the manufacturer’s operating instruction or recommendations. BUYER AGREES THAT ITS ENVIRONMENT IS UNIQUE AND SELLER CANNOT ANTICIPATE ALL CONDITIONS WHICH MAY OCCUR INCLUDING SOFTWARE ANOMALIES WHICH ONLY THE MANUFACTURER CAN REPAIR. BUYER’S SOLE REMEDY FOR SUCH ANOMALIES OR DEFECTS IN SOFTWARE IS TO RECEIVE SOFTWARE REPAIRS SUPPLIED BY THE MANUFACTURER. The warranty is an integral part of this Agreement, and therefore if Buyer is in default of its obligations, this warranty is void and all services and support shall be suspended without breach by Seller until Buyer’s breach is fully cured.

   d. Location of Warranty Service. Unless otherwise specified in the Sales Agreement, Equipment and Software which is designated by manufacturer to have carry-in warranty is to be delivered by Buyer to Seller's location for repair. New equipment with a purchase price in excess of $1,000 and a warranty of 90 days or less shall be serviced on-site.  New Equipment with a warranty in excess of 90 days and/or purchased for $1,000 or less shall have a carry-in warranty. Used Equipment (if warranted) shall have a carry-in warranty regardless of the purchase price.  On-site service is available at an additional charge at Seller’s standard rate.  Any warranty work covering Equipment constituting software shall be provided by either telephone support or customer carry-in warranties. 

   e. Warranty Service Hours.  All warranty repairs shall be performed by Seller during Seller's regular working hours between 8:30 a.m. and 5:00 p.m., Monday through Friday, excluding days designated for Seller's employees as holidays.  Service performed by Seller other than during those hours is subject to Seller's availability and shall be charged at Seller's overtime rates. Parts or labor provided by Seller during regular working hours but not covered by the Limited Warranty shall be subject to Seller’s availability and shall be paid by Buyer at Seller's regular rates.

   f. Billable Services.  Warranty customers agree to pay for services not covered under warranty including but not limited to parts and labor outside warranty hours. Services for programming, testing, training, and installation are not provided unless described in an In-Store Technology Support Services Contract (Form IST-SSC) and summarized on the Sales Agreement. Buyer agrees to pay for services authorized in addition to those included in Form SSC, including but not limited to additional support, go-live support, installation, and any additional services Seller provides. Warranty is void when payment by Buyer is past due. Upon credit approval by Seller, all service invoices are payable net 10 days from date of invoice. Until credit is approved all billable services and supplies are cash on delivery. New terms are issued in writing upon credit approval. A $25.00 delinquent fee and a 5% collection service charge will be added to all past due invoices, and Buyer shall pay all attorney fees, collection costs and court costs incurred by Seller. 1.5% per month interest will be charged on all invoices 30 days and over. Returned checks will be charged as per RCW62A.3-515 and RCW62A.3-520. When Buyer is delinquent more than 60 days, Seller may, at its discretion, shut down the purchased software until payment is made.

   g. Freight. Customer agrees to pay all inbound and outbound freight charges incurred by Seller.

   h. Security.  Seller accepts no responsibility for security of Buyer’s computer network or systems.  Buyer expressly acknowledges and agrees that computer networks and systems by their nature are vulnerable to attack by third parties, including in the form of direct hacking, viruses, worms, Trojan horses, and other forms of malware and spyware; that Seller has not made any warranty concerning, or taken any extraordinary measure to protect against, such attacks; and that additional measures and products to prevent or mitigate the effects of such attacks are available to Buyer at additional expense, from Seller and from other contractors.  Under no circumstances shall Seller be responsible for any damages of any nature or description resulting from any breach of Buyer’s computer security, regardless of origin or cause.

 2.              SUPPLIES AND SERVICES FURNISHED BY SELLER.  All supplies furnished by Seller, including without limitation, paper, ribbons, logos, inserts, keys, tills, platens, batteries and accessories, shall be paid for by Buyer in the amount charged by Seller at the time such supplies are furnished and shall be payable by Buyer upon delivery unless other terms are agreed upon in writing

3.               INDEMNIFICATION/LIMITATION OF LIABILITY.  Seller's sole duties and responsibilities shall be as set forth in this Agreement.  Buyer shall indemnify Seller, its officers, agents, assigns and employees against any liability, damages or expenses, including attorney's fees, on account of death of or injury to person or damage to or destruction of any property relating in any manner to use of the Equipment, except any loss or damage directly and solely due to the negligent acts of Seller.  SELLER'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SALE, DELIVERY, USE, REPAIR OR REPLACEMENT OF THE EQUIPMENT OR FURNISHING OF ANY SERVICE SHALL NOT EXCEED THE PURCHASE PRICE FOR THE EQUIPMENT SET FORTH IN THE SALES AGREEMENT.  SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES OR LOSS OF PROFITS ARISING OUT OF THE EQUIPMENT, PARTS, SOFTWARE OR SERVICE PROVIDED BY SELLER, REGARDLESS OF CAUSE OR FORESEEABILITY.  BUYER ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY WAS EXPRESSLY NEGOTIATED AND IS AN ESSENTIAL TERM OF THIS AGREEMENT, AND THAT SELLER WOULD NOT PROVIDE THE EQUIPMENT WITHOUT SUCH LIMITATIONS.

4.               BUYER'S DUTIES.  Buyer acknowledges and agrees Buyer has read the hardware and software specification and that the Equipment provided by Seller shall be in Buyer's exclusive management and control and accordingly, Buyer shall be responsible for assuring the proper use of the Equipment.  BUYER ACKNOWLEDGES THAT PROGRAM DISTORTIONS OR LOSSES MAY OCCUR AND ARE LIKELY TO OCCUR IF POWER IS CUT OFF TO THE EQUIPMENT OR IF POWER IS NOT SUPPLIED IN ACCORDANCE WITH TERMS AND SPECIFICATION OF USE PROVIDED BY SELLER OR THE MANUFACTURER, A COPY OF WHICH BUYER ACKNOWLEDGES RECEIVING HEREWITH.  BUYER UNDERSTANDS THAT POWER CONDITIONS MAY CHANGE FROM TIME TO TIME AND IT IS BUYER'S SOLE RESPONSIBILITY TO REMEDY POOR POWER.  THE LIMITED WARRANTY SHALL TERMINATE IN THE EVENT THAT BUYER DOES NOT PROVIDE SUCH PROPER ENVIRONMENTAL CONDITIONS AND PROPER AC POWER.  Buyer agrees to properly render routine attention and maintenance to the Equipment (e.g. proper loading of paper & ribbons).  Buyer is obligated to operate the Equipment pursuant to any operating instruction or recommendations provided by Seller and/or the Equipment manufacturer.  The Limited Warranty shall terminate in the event damage to the Equipment is caused by Buyer's operation of the Equipment contrary to Seller's or manufacturer’s operating instructions or recommendations.  Buyer agrees to maintain the Equipment in good condition and repair and pay all taxes levied or assessed on the Equipment and assume all risk of loss or damage to the Equipment except as expressly set forth herein. BUYER SHALL REMOVE ALL MONEY FROM EQUIPMENT BEFORE ALLOWING SELLER'S EMPLOYEES ACCESS TO EQUIPMENT.

5.               LEASED EQUIPMENT.  Buyer agrees that if the Equipment is being leased, then before Equipment is placed on order by Seller, Buyer will provide a deposit or a firm non-cancellable Purchase Order from a leasing company. In addition Buyer agrees to release payment from the leasing company to Seller unconditionally upon delivery of the Equipment. If part of the Equipment, software and/or services is delivered then the applicable portion of the payment shall be released. All warranties are void and Seller’s obligation to perform is suspended until all payments are current. Buyer agrees that it will sign a Lease Payment Release (Form IST-LS) which must be accepted by its leasing company prior to delivery; otherwise Equipment will not be installed. Seller shall retain ownership of the Equipment until it is paid in full. Any deposit will be refunded when all Equipment, software and services are paid in full by the leasing company.

6.               TAXES.  Buyer shall pay all manufacture, sales, receipts, gross income, occupations, use, and similar taxes.

7.               TITLE AND OWNERSHIP TO THE EQUIPMENT.  Buyer agrees that title to the Equipment and ownership thereof, will remain in the possession of the Seller until the full amount of the purchase price set forth in the Sales Agreement has been paid, at which time title will be transferred by Seller to Buyer.  Buyer agrees that prior to such transfer of title, Buyer shall not sell, encumber or otherwise hypothecate the Equipment or remove the Equipment from Buyer's address set forth in the Sales Agreement without obtaining the prior written consent of Seller.  Parts replaced by Seller at seller's sole discretion pursuant to the Limited Warranty or any maintenance agreement between the parties shall remain the property of Seller until title passes pursuant to this paragraph.

8.               BUYER'S DEFAULT.  In the event of any default by Buyer pursuant to the terms of this Agreement, Seller may at its option without notice or demand, declare the entire unpaid balance of the purchase price set forth in the Sales Agreement due and payable and proceed to recover judgment on the balance due against Buyer or retake the Equipment and either (a) elect to retain the Equipment in satisfaction of the balance due, or (b) sell the Equipment at private or public sale.  In the event Seller elects either (a) or (b) above, Seller shall provide Buyer with written notice of such election by deposit in the United States mail addressed to the Buyer at the address set forth in the Sales Agreement.  Buyer shall have the right to redeem the Equipment by tendering payment of the total amount owing under this Agreement together with Seller's expense of taking, keeping, and/or storing the Equipment for a period of ten days following mailing of the notice of Seller's election.  In the event the proceeds from either a private or public sale are insufficient to fully pay the balance due, plus expenses of the sale, including payment for retaking, keeping, storing, or repairing, reconditioning and preparing the Equipment for sale and reasonable attorney's fees, then Seller may recover a deficiency judgment against Buyer for the amount of the shortfall, which amount Buyer expressly agrees to pay.  In no event shall this Agreement waive any remedy of Seller pursuant to the Uniform Commercial Code or other applicable law. Seller is not obligated to perform warranty services on Equipment or software as to which Buyer is in default.

9.               DELIVERY, CANCELLATION AND RESCHEDULING.  Buyer shall pay to Seller the full purchase price of the Equipment set forth in the Sales Agreement upon delivery of the Equipment.  In the event that Buyer fails to accept delivery of the Equipment, Buyer shall pay, as liquidated damages, and Seller shall be entitled to retain, free and clear of all claims of Buyer, the down payment for the Equipment.  Seller's retention of the down payment shall not limit Seller's other legal remedies to recover any damages available under this Agreement or applicable law.  Buyer may reschedule the delivery date set forth in the Sales Agreement (the "Delivery Date") up to 30 days prior to the Delivery Date; provided, however, that Buyer's request is in writing and the rescheduled delivery date is not more than 60 days from the original Delivery Date or more than 90 days from the date of this Agreement.  In the event Buyer fails to accept delivery without proper rescheduling of the Delivery Date, Buyer shall pay to Seller the purchase price for the Equipment plus all damages incurred by Seller, including without limitation, freight, programming, system design, administration, storage from the time the common carrier or Seller was prepared to make delivery and other incidental expenses at Seller's regular rates.  Seller shall use commercially reasonable efforts to meet the Delivery Date, but shall not be liable for any damage whatsoever including incidental or consequential damages for failure to meet any delivery date.

10.             CONFIDENTIALITY; COPYRIGHT.  Any information which is provided by Seller to Buyer shall be maintained in confidence by Buyer and not disclosed to others. This shall not apply to information which is or becomes part of the public domain or which is independently generated by Buyer.  Buyer shall not copy or distribute any software products including eproms provided hereunder in any form or in any media for any purpose without the prior written consent of Seller (and, if applicable, the software manufacturer).  In the event Seller agrees in writing that Buyer may create such copies, Buyer agrees to reproduce copyright notices and all other identifying or restrictive legends.  Buyer agrees to execute any software license agreement required by Seller or its vendors.

11.             TERMINATION.  Seller shall have the right to terminate this Agreement at any time on 10 days notice in the event that payments under this Agreement have not been made or Buyer is otherwise in default of this Agreement.  Seller may suspend performance hereunder for the entire period of any default by Buyer.  In addition, Seller shall have the right to cancel any unfilled order without notice to Buyer in the event that Buyer becomes insolvent; is adjudicated bankrupt; petitions for or consents to any relief under any bankruptcy or reorganization statutes; or becomes unable to meet its financial obligations in the normal course of business.

12.             ENTIRE AGREEMENT.  This Agreement inclusive of the Sales Agreement shall constitute the entire agreement between the parties and all prior representations whether written or verbal are merged herein; provided, however, that if Buyer elects to enter into a maintenance agreement and/or services contract with Seller of even date herewith, as referenced in the Sales Agreement, that such maintenance agreement and/or services contract shall be attached hereto and incorporated herein.

13.             NO WAIVER.  The failure of any party hereto at any time to require strict performance of any provision of this Agreement shall not constitute a waiver of such provision.  No waiver by any party of the breach of any term contained in this Agreement shall be deemed to be a release or affect the other party's liability resulting from such breach.  No waiver, whether by conduct, course of dealing or otherwise, shall be deemed to be a continuing waiver of any such condition or as a waiver of any other condition or of any other breach of any other term of this Agreement.  Nothing herein shall be interpreted as waiving any right or remedy available to Seller under applicable law as a result of Buyer’s default, all of which are expressly reserved. 

14.             ASSIGNMENT.  This Agreement shall not be assignable in whole or in part by either party without the prior written consent of the other party.

15.             APPLICABLE LAW/ATTORNEY'S FEES.  The terms and conditions contained herein shall be governed by the laws of the State of Washington.  In the event that either party retains an attorney to enforce any of the provision of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, including fees incurred in both trial or appellate courts, or fees incurred without suit, and all court and accounting costs.

16.             NOTICES.  All notices required or permitted hereunder shall be in writing and shall be deemed duly given, upon dispatch, if sent registered or certified mail, return receipt requested, to the parties at the addresses listed in this Agreement, or to such other addresses as the parties may from time to time designate by appropriate notice.

17.             SEVERABILITY.  If any provision or provisions of this Agreement shall be determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provision shall not in any way be affected or impaired thereby.

18.             CUSTOMER UNDERSTANDING.  CUSTOMER ACKNOWLEDGES, BY ITS AUTHORIZED SIGNATURE, THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND THAT IT CONSTITUTES THE ENTIRE AGREEMENT AND UNDERSTANDING, AND INCORPORATES ALL REPRESENTATIONS, EXPRESS OR IMPLIED, BETWEEN THE PARTIES WITH RESPECT TO THE PRODUCTS AND SERVICES TO BE FURNISHED HEREUNDER, AND THAT THIS AGREEMENT SUPERSEDES ALL PRIOR COMMUNICATIONS BETWEEN THE PARTIES, INCLUDING ALL ORAL AND WRITTEN PROPOSALS NOT SPECIFICALLY INCLUDED HEREIN.

19.             ELECTRONIC TRANSMISSION.  Time is of the essence.  The parties agree that signature of a facsimile, .pdf or other electronic version of this Agreement, and transmission of a signature by facsimile or other electronic means, shall bind the signing party to the same degree as signature and delivery of an ink original.

20.              SOFTWARE LICENSE TRANSFER POLICY: All NCR (i.e. ISS45, ScanMaster, RBO, ABO, ENCOR) software applications and potentially others, are licensed to a specific user and/or a specific site, and those licenses expire null and void upon the licensee’s sale of that site: NCR software license rights cannot be re-sold by end users. NCR will not “transfer” a license but in some circumstances, NCR makes accommodations to license buyers of previously licensed sites at special rates.

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