Saving Grace Technologies, LLC (Saving Grace)
Terms and Conditions of Sale
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY APPLY TO THE SALE·OF ALL PRODUCTS AND SERVICES BY SAVING GRACE, AND ARE LIMITED ONLY TO THOSE TERMS AND CONDITIONS CONTAINED HEREIN. USE OF THE WORD 'CUSTOMER' THROUGHOUT THIS DOCUMENT IS INTENDED TO INCLUDE PERSONS OR ENTITIES PURCHASING PRODUCTS AND SERVICES FROM SAVING GRACE FOR RESALE. ANY ADDITIONAL OR MODIFIED TERMS AND CONDITIONS IN ANY FORMS DELIVERED BY A CUSTOMER ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS, AND NOTICE OF OBJECTION TO THEM, AS WELL AS REJECTION OF THEM, IS HEREBY GIVEN.
BY ACCEPTING DELIVERY OF THE PRODUCTS AND SERVICES DESCRIBED IN SAVING GRACE QUOTES, INVOICES, STATEMENTS OF WORK, PROJECT PLANS AND OTHER SALES RELATED SAVING GRACE DOCUMENTATION, CUSTOMER HEREBY AGREES TO BE BOUND BY, AND ACCEPT THESE TERMS AND CONDITIONS OF SALE. THESE TERMS AND CONDITIONS SUPERSEDE ALL OTHER PRIOR TERMS AND CONDITIONS, BOTH VERBAL AND WRITTEN.
Important Information About These Terms and Conditions
These terms and conditions of sale constitute a binding agreement between the Customer and Saving Grace. The Customer accepts these terms and conditions of sale by placing an order for products and services with Saving Grace. These terms and conditions of sale are subject to change without prior notice, and the terms and conditions of sale posted at the time a Customer places or modifies an order will govern the order in question.
These terms and conditions of sale constitute the entire agreement between the Customer and Saving Grace relating to the sale of products and services from Saving Grace. The Customer consents to receiving and accepting these terms and conditions in electronic format. The Customer may withdraw consent to receiving these terms and conditions in electronic format, and have the terms and conditions provided in non-electronic format by contacting Saving Grace in writing.
Standard Labor Rates
All services rendered will be billed at the standard rate of the resource providing the service, as follows:
Standard Services - $175/Hr (Servers, Storage, Routers, Switches, Firewalls & Desktops)
Note: Customers who participate in the Managed Services programs are entitled to discounted labor rates. Please contact us for more information on this program.
Services provided during standard business hours will be billed at the standard rate of the resource performing the service. Services provided outside of standard business hours will be billed at the extended or premium rate of the resource performing the service.
Standard Service Hours - Monday to Friday, 8:30am - 5:00pm
Extended Service Hours - All Non-Standard Service Hours excluding Sunday & holidays (Billed at 1.5x Applicable Labor Rate)
Sunday Service Hours - All Sunday Hours (Bills at 2.5x Applicable Labor Rate)
Premium Service Hours - Holidays Observed by Saving Grace (Billed at 2.5x Applicable Labor Rate)
Forms of Service
All services rendered by Saving Grace will fall into one of two distinct service categories, as follows:
On-Site - Field services rendered at a customer site or other designated facility
Off-Site - Helpdesk, depot repair and remote support services
Time Accounting, Minimum Charges
All support services provided by Saving Grace will be tracked by incident and billed at the rate of the resource performing the service. All labor will be accounted for in·30 minute increments of time, and minimum charges will apply, per incident, per engineer, as follows:
On-Site services are subject to a two (2) hour minimum charge
Off-Site services are subject to a one (1) hour minimum charge
Trip charges are billed in fifteen minute increments of time, at the rate of the resource providing the service. Trip charges apply to each resource responding to a field service request, and apply to all instances of on-site service provided by Saving Grace. Trip charges are based on the one-way travel time that it takes for support personnel to initially arrive at a customer site.
Saving Grace reserves the right to request reimbursement for the cost of all hotels, meals, tolls, parking, public transportation and similar expenses associated with all services provided. When assessed, expense reimbursement will be pre-paid and charged back in addition to applicable labor charges.
Service requests deemed by Saving Grace to be of a critical nature will typically be responded to within four (4) business hours. All other service requests will typically be responded to within one to two business days.
Payment by check, money order, cashier's check and electronic funds transfer are preferred.
Payment Terms; Project Payment Schedules
Subject to satisfactory credit approval, Saving Grace offers standard payment terms of Net·15 on all accounts, and reserves the right to request credit references at any time as a condition of providing credit approval. Payment schedules for all projects will be determined on a case by case basis, and will typically require an initial deposit at the time of order, as well as incremental progress payments for extended engagements.
The Customer understands that Saving Grace is not the manufacturer of any products purchased by Customer from Saving Grace, and the only warranties offered are those of the manufacturer, not Saving Grace. In purchasing the products, the Customer is relying on the manufacturer's specifications only, and is not relying on any statements, specifications, or other illustrations representing the products that may be provided by Saving Grace. In connection with services, neither affiliates of Saving Grace nor any third party service providers are agents of Saving Grace, and Saving Grace has no obligation or liability arising from any services performed by, or any warranty, if any, made by such service providers. Saving Grace and its affiliates hereby expressly disclaim all warranties either express or implied, related to products sold or services provided by third parties or affiliates of Saving Grace, including, without limitation, any warranty of merchantability or fitness for a particular purpose. This disclaimer does not affect the terms of the manufacturer's warranty, if any.
The Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. The Customer agrees that the terms and conditions of sale contained herein and on Saving Grace's invoice or other documentation provided to the Customer will control all sales of products and services. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these terms and conditions of sale, or any purchase order or invoice related thereto.
Purchase Money Security Interest
The Customer hereby grants Saving Grace, and Saving Grace will retain, a purchase money security interest and lien on any and all of the Customer's right, title and interest in products provided by Saving Grace, wherever located, and all replacements or proceeds of the products, until all invoices for the applicable products are paid in full, including any late charges and costs of collection. The Customer consents to Saving Grace's use of this provision, as well as product invoices, as financing statements for protecting this security interest, and appoints Saving Grace as the Customer's agent for any necessary signatures on any such filings.
Title; Shipment; Risk of Loss
Saving Grace procures product on behalf of its Customers through various distributors, both domestic and international. At all times, the Customer is responsible for all shipping, handling and related charges, unless otherwise notified in writing. Saving Grace will pre-pay for the cost of all shipping, handling and related charges, and will bill back the Customer for all such charges. The transfer of title to all products will occur as follows:
Products drop shipped directly from a distributor to a Customer - Title to said products, and risk of loss or damage during shipment, passes from the distributor to the Customer upon shipment from the distributor's facility.
Products shipped from a distributor to a Saving Grace facility for later delivery to a Customer by Saving Grace or a freight carrier delivery service chosen by Saving Grace, or when the product will be picked up by the Customer from an Saving Grace facility - Title to said products, and risk of loss or damage during shipment, passes from Saving Grace to the Customer upon receipt by the customer at the moment such receipt occurs.
Third Party Services
The Customer acknowledges and agrees that, in some instances, Saving Grace and its affiliates are resellers of services and are not the providers of the services. In such cases, the third party service provider is the only party responsible for providing services to the Customer. In such cases, the Customer will look solely to the third party service provider for any loss, claims or damages arising from or relating to the purchase or provisioning of such services. The Customer hereby releases Saving Grace and their affiliates from any and all claims arising from or relating to the purchase or provision of any such services by third party service providers.
Orders; Payment Terms; Interest; Taxes
Orders are not binding upon Saving Grace until accepted by Saving Grace. Terms of payment are within Saving Grace's sole discretion. Invoices are due and payable within the time period specified on the invoice, as measured from the date of the invoice. Saving Grace may invoice parts of an order separately, and may request advance deposit payments as a condition to acceptance of certain orders. The Customer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1 1/2%) per month, or at the highest rate allowed by law. Any sales, use or other applicable tax or fees, or assessments, are based on the location to which the order is shipped. Saving Grace is authorized and required to collect state sales tax on all products and services delivered in New Jersey and Pennsylvania, as well as local sales tax on all products and services delivered in Philadelphia County, Pennsylvania. The Customer will be responsible for, and will indemnify and hold Saving Grace harmless from, any applicable federal, state and local sales, use or other taxes, fees and assessments associated with orders shipped to all other state and county locations. The Customer must claim any applicable exemption from sales taxes, fees and assessments at the time of purchase, and must provide the necessary supporting documentation in writing. In the event of a payment default, the Customer will be responsible for all of Saving Grace's costs of collection, including court costs, filing fees and attorney's fees.
Suspension of Product & Service Delivery
In the event that a Customer shall fail to make any payments to Saving Grace when due, then Saving Grace, without liability, may suspend the delivery of additional products and services until such time that payment is made in full, or until receipt by Saving Grace of a satisfactory assurance that payment is pending, including any accrued interest on any unpaid balance. In the event that a customer shall terminate its relationship with Saving Grace, the customer shall remain liable to Saving Grace for all products and services rendered, including any interest expense due on past due sums and any other damages or expenses incurred by Saving Grace, including freight charges, up to and including the date of termination.
Acceptance of Products; Claims for Product Damage; Wrong Orders
The Customer shall promptly examine all products upon receipt, and shall promptly notify Saving Grace regarding any wrong orders, or claim for damages on account of the condition, grade or quality of the products received. All notices must be in writing, must specifically set forth the basis of the claim, and must be remitted to Saving Grace within five (5) calendar days of receiving the product. Any failure on the part of the Customer to promptly notify Saving Grace, or to set forth the specific basis of the claim in writing, within the time frame provided, will constitute an irrevocable acceptance of the product. Freight carriers are typically only liable for damage when the damage is indicated on the bill of lading before a recipient signs for the shipment. It is the Customer's responsibility to thoroughly inspect the outside and contents of all cartons received. If any damage is found, details of the damage should be noted on the bill of lading and a copy of the bill of lading shall be saved with the shipment, including the outside container and inside packing material. These notations will assist you in making a claim for shipping damage. Failure to make such notations and document damage in a timely manner could make it extremely difficult to make a claim.
Return of Products; Refusal of Products at Time of Delivery
Return privileges vary by both manufacturer and distributor, and prior approval from both the manufacturer and the distributor is required before a return of any product can be accepted by Saving Grace. When approved, Saving Grace will accept the return of an unused, undamaged product, but only if the product is returned in the original, unopened, undamaged, unmarked packaging, complete with all manuals, cables, warranty cards, and static bags, just as the Customer received the product. All returns, including Customer refusal of a shipment at the time of delivery and distributor or manufacturer refusal of a returned product, may be subject to a restocking fee of up to 20%. When applicable, the Customer agrees to assume the full cost of all restocking fees associated with product returns and delivery refusals.
The Customer is responsible for all shipping charges for products being returned or refused, as well as for all risk of loss and damage to products being returned or refused. It is the Customer's obligation to fully insure return shipments against loss and damage. The Customer is urged to use a freight carrier that is able to provide shipment tracking and proof of delivery service for all returns.
Saving Grace reserves the right to request that a customer return certain products directly to a distributor, not to Saving Grace. When a return is to be made directly to a distributor, the customer will be required to comply with all shipping instructions provided by Saving Grace. The customer acknowledges that failure to comply with the specific return instructions provided by Saving Grace may result in refusal of the returned product by the distributor, or the assessment of a restocking fee. In such an event, the customer shall remain liable for the full cost of the product, including all freight charges.
For any of the following circumstances, a returned product will be sent back to the Customer, and the Customer will remain liable for the full cost of the product, as well as for the cost of applicable freight charges:
The product is returned missing any components that were included with the original order.
The condition of the product is in any way misrepresented.
The product has been opened, used or has been damaged in any way.
The product is returned as dead on arrival, later tested, and then found to be fully functional.
The product is received more than ten (10) days after the date a return authorization was granted.
Covenant Regarding Proprietary Information
In the course of the relationship created between the Customer and Saving Grace, each party will have access or exposure to certain business methods, trade secrets, procedures, concepts, customer data, confidential documents, financial details, policy manuals, form contracts, marketing techniques, and other such confidential materials, all of which is considered to be proprietary information. Both parties shall maintain all such information in strict confidence and shall not divulge the information to any third parties, except as may be necessary for the discharge of obligations, or by the order of a court of law. Each party shall take all necessary and proper precautions against the disclosure of any proprietary information to unauthorized persons by any of its officers, directors, employees, or agents. It shall be the responsibility of the Customer to safeguard all private and proprietary information from access by Saving Grace personnel whenever the Customer desires to retain such information in strict privacy. The mutual obligations identified herein shall survive any termination or expiration of the services provided by Saving Grace and shall extend to the earlier of such time as the information protected hereby is properly in the public domain or three (3) years following the last date of service performed by Saving Grace.
Non-Solicitation of Employees
As a condition of Saving Grace providing services, the Customer agrees not to hire, solicit or accept the solicitation of employment of any employee of Saving Grace at any time during the provisioning of services by Saving Grace, and for a period of twelve (12) months following the last date of service provided by Saving Grace, unless amicably approved and agreed to in writing by both parties. The Customer hereby unconditionally agrees that remedy for violation of this provision will include, but not be limited to, direct and indirect damage due to lost revenue, hiring and training of replacement employees, related attorney fees and court costs.
The Customer warrants that it owns or has the right to use all software programs currently in their possession, which software shall be installed, configured, administered or maintained as part of the services provided by Saving Grace. It is the Customer's responsibility to ensure that the legal right to use all software exists prior to the commencement of services by Saving Grace. The Customer shall indemnify and hold Saving Grace harmless against all claims, liabilities, and costs, including reasonable attorney's fees for defending any claim or suit arising by reason of the Customer's breach of this warranty.
Pricing Information; Availability Disclaimer
All product pricing is subject to change by the manufacturer and distributor, and Saving Grace reserves the right to make adjustments to product and service pricing at all times for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes and errors in advertisements. All orders are subject to product availability and Saving Grace will not be liable for any delays associated with product availability.
These terms and conditions of sale are governed by the laws of the state of New Jersey, without regard to conflicts of laws rules. Any arbitration, enforcement of an arbitration or litigation will be brought in Gloucester County, New Jersey and Customer consents to the jurisdiction of the federal and state courts located in Gloucester County, New Jersey, and submits to the jurisdiction thereof, and waives the right to change venue. The Customer further consents to the exercise of personal jurisdiction by any such court with respect to any such proceeding.
Limitation of Liability
Neither Saving Grace nor its affiliates will be liable for lost profits, loss of business or other consequential, special, indirect or punitive damages, even if advised of the possibility of such damages, or for any claim by any third party. Neither Saving Grace nor its affiliates will be liable for products not being available for use, or for lost or corrupted data or software, or for the provisioning of services by any third parties. The Customer agrees that for any liability related to the purchase of products or services provided directly by Saving Grace or its affiliates, neither Saving Grace nor its affiliates are liable or responsible for any amount of damages above the dollar amount paid by the Customer for the products or services giving rise to the claim. Saving Grace will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency.
Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including statutory, common law, intentional tort and equitable claims) arising from or relating to the products or services sold pursuant to these terms and conditions of sale, the interpretation or application of these terms and conditions of sale or the breach, termination or validity thereof, the relationships which result from these terms and conditions of sale (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto), or Saving Grace's advertising and marketing (collectively, a 'Claim') will be resolved, upon the election of Saving Grace, customer or third parties involved, exclusively and finally by binding arbitration. If arbitration is chosen, it will be conducted pursuant to the Rules of the American Arbitration Association. If arbitration is chosen by any party with respect to a Claim, neither Saving Grace nor the Customer will have the right to litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the parties. Further, the Customer will not have the right to participate as a representative or member of any class of claimants pertaining to any Claim. Notwithstanding any choice of law provision included in these terms and conditions of sale, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16). The arbitration will take place in New Jersey. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding anything to the contrarycontained herein, all matters pertaining to the collection of amounts due to Saving Grace arising out of sales hereunder will be exclusively litigated in court rather than through arbitration.
Saving Grace Technologies, LLC
PO Box 139 Williamstown, NJ 08094
* Phone: (856) 302-6336