Additional Terms and Conditions for Equipment
These Additional Terms and Conditions for Equipment will form an integral part of the Service Terms (“Agreement”) and the Client will be bound by them. These Additional Terms and Conditions for Equipment apply in addition to the Agreement. In the event of any conflict between these Additional Terms and Conditions and the Agreement, these Additional Terms and Conditions for Equipment will prevail. Capitalized terms used but not otherwise defined in these Additional Terms and Conditions for Equipment will have the meaning ascribed to such terms in the Sales Order and/or in the Agreement.
Client understands and acknowledges that use of the Services may require the use of certain Client Equipment, Sourcepass Equipment and/or Third-Party Equipment.
A. Sourcepass Equipment
a. With respect to Sourcepass Equipment rented, leased, loaned or otherwise provided by Sourcepass for use by Client, Client will not: (i) repair or otherwise modify any Sourcepass Equipment without Sourcepass’ prior written consent; or (ii) create or allow any liens or other encumbrances to be placed on any Sourcepass Equipment. Sourcepass Equipment (and replacements) may be refurbished equipment provided that the equipment is of good quality and appearance and supports the Services. Client will use commercially reasonable efforts to protect and maintain Sourcepass Equipment in a secure location at the Client Location within conditions (including room temperature) that are customary and reasonable for such equipment, and shall be fully liable for all costs, charges or expenses associated with damage to or loss, including the replacement cost of Sourcepass Equipment beyond normal wear and tear.
b. During the Service Term of any applicable Service, Sourcepass shall repair or replace defective Sourcepass Equipment rented (or otherwise provided by Sourcepass for use) by Client at Sourcepass’s expense (including shipping). Notwithstanding the foregoing, Sourcepass shall not be obligated to replace Sourcepass Equipment if it is determined by Sourcepass that Client or another third party is responsible for damage to Sourcepass Equipment. Client will be responsible for the replacement cost of such damaged equipment. Notwithstanding the foregoing, Sourcepass shall not be obligated to replace Sourcepass Equipment if it is determined by Sourcepass that Client or another third party is responsible for damage to Sourcepass Equipment. Client will be responsible for the replacement cost of such damaged equipment.
c. Upon the termination of the Agreement or any Service, or if Client is returning Sourcepass Equipment during the Service Term, Client must contact Sourcepass for the relevant Return Materials Authorization return process information (“RMA Instructions”). Client shall securely pack, ship and return to Sourcepass all Sourcepass Equipment in accordance with the RMA Instructions to the address designated by Sourcepass. Failure to obtain a RMA and/or to adhere to Sourcepass’s RMA Instructions may result in Client being fully liable for the replacement cost of any unreturned Sourcepass Equipment. The RMA must be received before the Sourcepass Equipment is shipped back to Sourcepass. All wires, cables and power supplies provided with the Sourcepass Equipment must be returned with the Sourcepass Equipment.
d. If the Sourcepass Equipment has not been timely returned to Sourcepass within 30 days after the termination of the applicable Service, Sourcepass shall invoice Client and/or charge Client’s method of payment (if paying via credit card or ACH), and Client shall pay for the full replacement value of any Sourcepass Business Equipment not returned. The “replacement cost” shall be the then current list purchase price of the Sourcepass Equipment. Sourcepass Equipment remains the property of Sourcepass at all times and Sourcepass reserves all other rights and remedies, including on-site retrieval. Client will not unreasonably withhold access to Sourcepass to retrieve unreturned equipment. In the event Client does not pay for unreturned Sourcepass Equipment and Sourcepass is required to dispatch a technician to retrieve such equipment, Sourcepass may charge Client and Client will pay and be liable for, a retrieval fee of up to $500 per Client Location. Said charge may be assessed only in the event Client does not pay for such unreturned Sourcepass Equipment, and Sourcepass is required to dispatch a technician to retrieve such equipment (which is a non-exclusive remedy to obtaining the replacement cost chargeable to Client, as applicable).
B. Client Equipment
Client represents that it owns or otherwise has the right to use the Client Equipment in connection with the Services. Client shall be fully responsible for the installation, maintenance, repair and operation of any Client Equipment, and ensure that all Client Equipment is in good working order. Sourcepass shall not be responsible for ensuring compatibility of any Client Equipment with Sourcepass Equipment or the Services.
C. Purchased Equipment
a. Sourcepass may procure equipment (“Purchased Equipment”) on behalf of Client as its procurement agent pursuant to a Sales Order. Sourcepass’s payment to the applicable supplier (“Equipment Vendor”) is contingent upon Client’s prompt upfront payment for such Purchased Equipment, and Client shall be responsible for any default on payment to the Equipment Vendor caused by its failure to make such upfront payment. Client shall assert any claims regarding the Purchased Equipment against the Equipment Vendor directly, and hereby holds Sourcepass harmless with respect to any claims regarding the Purchased Equipment. PURCHASED EQUIPMENT IS PROVIDED ON AN ‘AS IS’ BASIS WITHOUT ANY WARRANTY OR WARRANTY SERVICE BY SOURCEPASS OF ANY KIND, AND SOURCEPASS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE AVAILABILITY, QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF PURCHASED EQUIPMENT. In the event of conflict between the payment terms in the Agreement and the Equipment Vendor’s payment terms, the Equipment Vendor’s payment terms will prevail.
b. The original equipment manufacturer and not Sourcepass shall be responsible for any equipment defects, if applicable. Sourcepass will pass through all original equipment manufacturer warranties for the equipment to Client. Sourcepass shall have no liability to Client of any nature regarding such equipment. Client is responsible to check the equipment manufacturer’s website for warranty and other terms and conditions applicable to such Purchased Equipment.
c. ALL EQUIPMENT SALES ARE FINAL. Purchased Equipment may not be returned to Sourcepass unless otherwise directed. Equipment sold by Sourcepass to Client may be returned to the manufacturer solely in the event of a defect which arises within the applicable warranty period, provided Client complies with the terms of this Section and the RMA policy. Prior to returning the equipment, Client must contact Sourcepass so that Sourcepass may confirm the correct location to send the equipment, confirm that a defect exists to process a warranty claim on behalf of Client, and to provide a RMA number. Client must ship the equipment to the address provided by Sourcepass in accordance with all RMA procedures within ten (10) days after receipt of a RMA number, including the payment of all shipping fees. Once the equipment is received, if applicable, the original equipment manufacturer will handle the return in accordance with its applicable warranty policy.