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STANDARD TERMS AND CONDITIONS FOR EQUIPMENT SALE
ISI Communications, Inc. (the “Company”) and Customer agree that the following standard terms and conditions shall apply to and shall be incorporated into the Equipment/Service Agreement, any attachments and any Customer purchase order that is accepted by Company ("Order" ) for the sale, installation and servicing of customer premises equipment. These standard terms and conditions, together with the Equipment Purchase Agreement, any attachments and any Order(s) form one agreement between Company and Customer, and collectively are referred to as "the Agreement". The terms and conditions of this Agreement shall supersede any terms and conditions within an Order and attachment if and to the extent such terms and conditions are inconsistent with the terms and conditions of this Agreement.
1. Coverage. Company will provide to Customer the customer premises equipment listed in the Agreement ("Equipment"). The Agreement must be accepted in writing by duly authorized representatives of both parties and, until such acceptance, Company shall have no obligations, liabilities or responsibilities to Customer under this Agreement.
2. Shipment and Delivery. All shipping, transportation and delivery charges respecting the Equipment which are incurred due to expedites, or for shipping outside of the Company's area of business shall be paid by Customer. The Equipment will be delivered to and installed at the site specified in the Agreement. Customer may upon written notice to Company no later than ten (10) days prior to delivery, postpone the delivery, installation or cutover dates specified in the Agreement one (1) time and such postponement shall not exceed thirty (30) days from the original delivery, installation or cutover dates subject to the price changes as stated in Paragraph 7.
3. Installation and Cutover. Company shall be responsible for obtaining all requisite governmental, regulatory and administrative permits, licenses and approvals for the delivery and installation of the Equipment provided however, the Customer shall reimburse the Company for any and all costs and expenses incurred in obtaining or maintaining any necessary easements or right of way. Customer agrees to provide the proper environment and electrical and telecommunications connections for the Equipment as specified by Company and as required by the manufacturer's specifications. Customer shall provide Company with a minimum of ten (10) days prior written notice that the premises are ready for Company to begin installation. In the event Company reasonably determines that the premises are not ready for installation to begin, Customer shall have the option to (i) contract with Company if Company so chooses to perform the work necessary to make the premises ready for such installation at Company's then prevailing hourly rate or (ii) perform such work itself, but Company shall not be liable in any way for delays in the installation of Equipment due to Customer's failure to make the premises ready for installation. Installation costs in excess of the installation charges referred to in the Agreement including costs due to shutdowns, standby, out of sequence work, piecemeal work, inability of Company's personnel to proceed on a scheduled basis or due to circumstances beyond the Company's control, including acts or omissions of Customer or third parties, or due to other circumstances referred to in Paragraph 12(e) shall be borne by Customer. Company shall use its best efforts to complete installation and cutover of the Equipment by the dates specified in the Agreement. Cutover shall be deemed accomplished upon connection to the telephone network to place and receive telephone calls. Cutover of systems that are not dependent on the telephone network, will occur when the system is operational.
4. Safe Work Environment. Customer shall certify that there are no environmental hazards including but not limited to asbestos on Customer's premises. In the event Customer does not certify a hazard-free environment, or in the event any such hazard is discovered on Customer's premises, there may be additional costs and/or delays to perform the work under this Agreement in compliance with applicable rules and regulations of the Occupational Safety and Health Administration (OSHA) and the Environmental Protection Agency (EPA). Customer understands and agrees that the contract price does not include the prices for testing, removing, clean-up, rerouting or delays caused by any such hazards. Such prices will be in addition to the contract price and Customer agrees to pay such additional amounts.
5. Acceptance. Customer's right to reject such Equipment if there is a material nonconformity with manufacturer's specifications, shall expire thirty (30) days after the date of delivery or, if Company installs the Equipment, thirty (30) days after cutover. If Equipment is not accepted by Customer, Customer shall give written notice to Company specifying the reasons for rejection and Company shall have the right to cure, in a reasonable time and manner, any material nonconformity giving rise to such rejection. In the absence of written notice to Company of any material nonconformity within the stated timeframes, the Equipment shall be deemed accepted by Customer.
6. Taxes. Customer agrees to pay or to reimburse Company for any federal, state and local sales, use, excise, ad valorem and other taxes, charges, and assessments imposed on or based upon the sale, shipment, transportation, delivery, assembly, installation or use of the Equipment; provided that Customer shall not be responsible for the payment of Company's income taxes or taxes, charges and assessments in respect of Company's employees.
7. Price and Payment.* Customer agrees to pay the total purchase price stated in the Agreement. The Equipment price and the installation/cutover price listed in the Agreement are not subject to change unless Customer postpones or causes the postponement of the delivery, installation or cutover dates specified in the Agreement for more than thirty (30) days, in which case, the Equipment price and the installation/cutover price (including any additional storage costs incurred as a result of such delay) will be the greater of the purchase price listed in the Agreement or the price in effect on the date of the rescheduled delivery installation or cutover. For Customers with approved credit, the following payment terms will apply: In the event the total purchase price reflected in this Agreement exceeds $50,000 and the Equipment has a scheduled cutover date more than ninety (90) days after Agreement execution, payment shall be due as follows: twenty percent (20%) will be due at the time of Agreement execution by Customer, fifty percent (50%) will be due upon delivery of the Equipment, twenty percent (20%) will be due upon cutover and ten percent (10%) will be due upon acceptance. All other purchases except Clarent system purchases will be due as follows: twenty-five percent (25%) will be due at the time of Agreement execution by Customer and seventy-five percent (75%) will be due upon acceptance if Equipment is installed by Company or upon delivery if not installed by Company. Payment is due upon receipt of invoice. Payments which have not been received within ten (10) days of receipt of invoice will be considered past due and will bear a service charge of the lessor of one and one-half percent (1-1/2%) per month or the highest lawful rate. In the event Customer fails to make any payment when it is due, Customer shall pay all costs of collection, including Company's attorneys' fees.
8. Title and Risk of Loss. Title to the Equipment shall pass to Customer only upon full payment of the total purchase price as provided in Paragraph 7 above. Until such time as Customer has paid the total purchase price in full, the Equipment is and shall remain the personal property of Company notwithstanding its installation on Customer's premises or its attachment to any real property. Risk of loss to the Equipment shall pass to Customer on delivery to site specified in the Agreement. Customer shall be responsible for providing: (a) sufficient insurance from point of delivery, including coverage against fire, theft and other casualties and risks, naming Company as an additional named insured, and (b) appropriate security arrangements for the equipment. In addition to the insured coverage provided by the Customer, Customer shall indemnify and hold Company harmless from any claims, suites, liabilities or proceedings arising out of any loss, damage, vandalism or other injury to the Equipment after delivery and prior to the time when title passes to Customer except to the extent that such loss, damage, vandalism or other injury arises solely as a result of the gross negligence, recklessness, or intentional misconduct of Company or its Subcontractors, agents, or employees.
9. Security Interest. Customer grants to Company and Company hereby reserves a purchase money security interest in the Equipment until the total purchase price reflected in the Agreement is paid in full. Company or its agent is hereby authorized to sign and file such UCC-1 financing statement or other documents on Customer's behalf, in such public offices as Company deems appropriate to perfect its security interest. As long as Company holds a security interest, Customer shall
(i) maintain the Equipment in good operating condition
(ii) keep the Equipment free from liens and encumbrances.
(iii) not use or permit the use of the Equipment in any manner likely to be injurious to it,
(iv) not remove or permit the removal of the equipment from its original location.
(v) not make or permit the alteration of the Equipment without the prior written consent of the Company, and
(vi) permit inspection of the Equipment by the Company at reasonable times.
10. Software. (a) Software and related documentation in whatever form recorded (all hereinafter designated "Licensed Software") owned by Company and/or its supplier(s) for control of or use with Equipment provided to Customer pursuant to this Agreement shall remain the property of Company and/or its supplier(s). Company hereby grants customer a personal, nontransferable and nonexclusive license to use, in the United States, the Licensed Software for the useful life of the Equipment for which it is furnished subject to the following conditions:
(i) It shall be used by Customer only to install, operate or maintain the particular Equipment for which the Licensed Software was initially furnished;
(ii) It shall be used solely for Customer's internal business purposes;
(iii) It shall not be reproduced or copied, in whole or in part; except as necessary for use as authorized herein;
(iv) It shall, together with all copies thereof, be returned promptly to Company or destroyed, or if in the form of software recorded on an erasable storage medium, be erased when no longer needed or permitted for use with the Equipment for which it was initially furnished;
(v) It shall not be sublicensed, assigned or transferred by Customer without the prior written consent of Company. Any attempted sublicense, assignment or transfer without such consent shall be void. Any permitted sublicensee, assignee or transferee first must agree in writing to the terms of this Paragraph 10 and Company shall be furnished with a copy of such in writing; and
(vi) Customer shall use its best efforts to ensure that its employees and users of all Licensed Software (A) comply with the terms and conditions set forth in this Paragraph 10, (B) refrain from taking any steps, such as reverse assembly or reverse compilation, to derive a source code substantially similar to the Licensed Software, and (C) execute and deliver to Company as required, any sublicense agreement provided by Company and/or its supplier(s) with respect to the Licensed Software.
(b) If any Equipment provided to Customer under this Agreement is resold, leased or otherwise provided by Customer directly or through an intermediary to a subsequent end-user, upon written request to Company by Customer, Company may grant to such end-user a personal, nontransferable and nonexclusive license to use, in the United States, the Licensed Software for use in or with such Equipment, solely for such end-user's internal business purposes and solely for use in or with such Equipment. If such license is granted to the end-user the end-user must agree in writing to the same conditions respecting ownership, use and confidentiality of the Licensed Software as are contained in this Agreement and pay any applicable fees in full to Company.
(c) The Licensed Software (except for any part thereof which is rightfully obtained by Customer free of any obligation to keep in confidence, or which becomes generally known to the public through acts not attributable to Customer, or is independently developed by Customer), shall be treated in confidence by Customer. Customer shall implement sufficient security measures to protect the Company's proprietary interests.
(d) Such Licensed Software may be disclosed to other persons solely for the purpose of installing, operating or maintaining the particular Equipment for which it was furnished, provided such other persons agree in writing prior to disclosure to the same conditions respecting ownership, use and confidentiality as contained in this Paragraph 10 and Company is furnished with a copy of such writing.
11. Patent and Copyright Indemnity. (a) Company will defend or settle, at its own expense, any action brought against Customer to the extent that it is based on a claim that any Equipment (including the Licensed Software) provided by Company pursuant to this Agreement infringes any U.S. copyright or patent. Company will pay those costs, damages and attorneys' fees finally awarded against Customer in any such action attributable to any such claim but such defense, settlement and payment is subject to the following conditions: (i) that Company shall be notified promptly in writing by Customer of any such claim; (ii) that Company shall have sole control of the defense of any action on such claim and of all negotiations for its settlement or compromise; and (iii) that Customer shall cooperate with Company in a reasonable way to facilitate the settlement or defense of such claim.
(b) Company's obligations under this Paragraph 11 do not extend to claims arising from unauthorized modifications or from the use or combination of Equipment provided by Company with products provided by Customer or by others. Should any Equipment which has not incurred any unauthorized modifications become or in Company's opinion be likely to become, the subject of a claim of infringement, then Customer shall permit Company, at Company's option and expense, either to: (i) procure for Customer the right to continue using the Equipment, or (ii), replace or modify the Equipment so that it becomes non-infringing and functionally equivalent, or upon failure of (i) and (ii) despite the reasonable efforts of Company, to (iii) buy back the Equipment at the Customer's net book value. THIS PARAGRAPH 11 STATES THE ENTIRE LIABILITY OF COMPANY WITH RESPECT TO THE INFRINGEMENT OF COPYRIGHTS AND PATENTS BY THE EQUIPMENT (INCLUDING THE LICENSED SOFTWARE REFERRED TO IN PARAGRAPH 10) PROVIDED UNDER THE AGREEMENT.
12. LIMITATION OF LIABILITY AND INDEMNIFICATION (a) COMPANY SHALL MAINTAIN INSURANCE COVERAGE FOR INJURIES TO PERSONS AND PROPERTY DAMAGE OCCURRING DURING THE PERFORMANCE OF THIS AGREEMENT DUE TO COMPANY'S ACTS OR OMISSIONS. SUCH INSURANCE SHALL CONSTITUTE COMPANY'S SOLE LIABILITY FOR SUCH INJURIES AND DAMAGES. (b) COMPANY SHALL EFFECT THE REPAIR OR REPLACEMENT OF THE EQUIPMENT OR CORRECT THE PERFORMANCE OF ITS SERVICES IN ACCORDANCE WITH PARAGRAPH 13, AND THIS SHALL CONSTITUTE ITS SOLE LIABILITY UNDER THIS AGREEMENT FOR ANY FAILURE OR DEFECTS OF SUCH EQUIPMENT OR SERVICES. (c) COMPANY'S LIABILITY ON ANY CLAIM FOR DAMAGES ARISING OUT OF THIS AGREEMENT, EXCEPT AS PROVIDED IN PARAGRAPH 11 AND PARAGRAPH 12(a) AND 12(b) ABOVE, SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNT OF $50,000 OR THE TOTAL PURCHASE PRICE, WHICHEVER IS LESS. (d) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER COMPANY, ITS AFFILIATES, SUBSIDIARIES, PARENT CORPORATION, ANY OF ITS PARENT CORPORATION'S AFFILIATES OR SUBSIDIARIES, INCLUDING THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, NOR COMPANY'S SUPPLIERS, SHALL BE LIABLE TO OR THROUGH CUSTOMER FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS) SUSTAINED OR INCURRED IN CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF WORK UNDER THIS AGREEMENT AND ANY AMENDMENTS THERETO, OR THE USE OR OPERATION OF THE EQUIPMENT OR SERVICES PROVIDED OR SOLD HEREUNDER, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. (e) NEITHER PARTY, NOR THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, PARENT CORPORATIONS, NOR ANY OF THEIR PARENT CORPORATIONS' AFFILIATES OR SUBSIDIARIES, INCLUDING THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, SHALL BE LIABLE IN ANY WAY FOR DELAYS, FAILURE IN PERFORMANCE, LOSS OR DAMAGE DUE TO ANY OF THE FOLLOWING FORCE MAJEURE CONDITIONS: FIRE, STRIKE, EMBARGO, EXPLOSION, POWER SURGE OR FAILURE, EARTHQUAKE, FLOOD, WAR, WATER, THE ELEMENTS, LABOR DISPUTES, ACTS OF CIVIL DISTURBANCES, GOVERNMENT REQUIREMENT, CIVIL OR MILITARY AUTHORITY, ACTS OF GOD, INABILITY TO SECURE RAW MATERIAL, FUEL, PRODUCTS, OR TRANSPORTATION, ACTS OR OMISSIONS OF CARRIERS OR SUPPLIERS, OR OTHER CAUSES BEYOND THAT PARTY'S REASONABLE CONTROL, WHETHER OR NOT SIMILAR TO THE FOREGOING. (f) EACH PARTY WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY, ITS AGENTS AND EMPLOYEES AGAINST ALL CLAIMS BY THIRD PARTIES (INCLUDING LEGAL FEES AND EXPENSES) ARISING IN WHOLE OR SUBSTANTIAL PART OUT OF THAT PARTY'S ACTS OR OMISSIONS UNDER THIS AGREEMENT. THE INDEMNIFIED PARTY WILL PROMPTLY NOTIFY THE INDEMNIFYING PARTY OF ANY CLAIM. THE INDEMNIFYING PARTY SHALL ASSUME AND HAVE SOLE CONTROL OF THE DEFENSE OF SUCH CLAIM. THIS OBLIGATION TO INDEMNIFY SHALL SURVIVE TERMINATION OF THIS AGREEMENT. (g) ANY LEGAL ACTION ARISING FROM OR IN CONNECTION WITH (i) ANY DEFECT OR FAILURE IN ANY EQUIPMENT PROVIDED BY COMPANY, OR (ii) THE PERFORMANCE OR NONPERFORMANCE OF ANY SERVICES PROVIDED BY COMPANY MUST BE BROUGHT WITHIN TWO (2) YEARS AFTER THE ACCEPTANCE OF SUCH EQUIPMENT OR SERVICES BY CUSTOMER. ANY LEGAL ACTION ARISING FROM OR IN CONNECTION WITH ANY OTHER MATTER UNDER THIS AGREEMENT, MUST BE BROUGHT WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ACCRUED. (h) THIS PARAGRAPH 12 SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY.
13. Warranty and Warranty Exclusions. (a) The "Warranty Period" shall be months from the date of cutover when Company provides installation, otherwise it shall be twelve (12) months from the date of delivery. Warranty shall be days from the date of delivery for used or refurbished Equipment. Company warrants, (i) that during the Warranty Period, the Equipment will conform to the manufacturer's specifications furnished by Company to Customer, and (ii) that Company will, at its `option`, repair or replace the equipment, free of charge to Customer, if the Equipment proves to have a material defect under normal and proper use and Customer notifies Company of such defect during the Warranty Period. Repair or replacement will be done in accordance with the Warranty Service Plan selected by Customer as described in Paragraph 14. Customer shall provide company with access to the Equipment to enable Company to perform maintenance or repair work. Replacement parts or products may be new or equivalent to new in performance. Replaced parts shall become the property of Company upon their removal.
(b) The warranties provided in this Agreement do not cover damage, defect, malfunctions or failure caused by:
(i) Customer's failure to follow Company's and manufacturer's installation, operation or maintenance instructions or its failure to fulfill its obligations under the Agreement;
(ii) Customer's modification or relocation of the Equipment;
(iii) Customer's or any third party's abuse, misuse or negligent acts;
(iv) Power failure or surges, lightning, fire, flood, accident, actions of third parties and other events (including those described in Paragraph 12 (e)), outside Company's reasonable control; and
(v) Improper operating environment for the Equipment, including insufficient electrical and telecommunications connections.
(c) During the Warranty Period, Customer must notify company in writing at least thirty (30) days prior to any change in the location of Equipment. Relocation during the Warranty Period must be performed by Company at Customer's sole expense. In addition, if the Warranty Service Plan includes dispatch of Company's repair personnel to Customer's premises, such dispatch will be limited to specified geographic areas, and Company reserves the right to impose additional charges for any dispatch outside of such areas.
(d) NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY COMPANY.
14. Warranty Service Plans. Company shall provide customer with either Warranty Service Plan A or B described below. Unless stated otherwise on the Equipment Purchase Agreement, Customer shall receive Service Plan A during the Warranty Period. In addition, Company shall make available to Customer on a nonexclusive basis, to the extent that they do not conflict with the terms hereunder, all other warranties, indemnities and service obligations made to Company by the manufacturers or suppliers of the Equipment.
(a) Service Plan A: Customer may report defective Equipment seven (7) days per week and twenty-four (24) hours per day. For defects causing major failures (i.e., failures which materially affect the operation of the entire system of Equipment), Company shall dispatch its service personnel or, if deemed feasible by Company, commence repair or replacement from a remote location within four (4) business hours of Customer's report. For reports of defective Equipment other than major failures, Company shall commence repair or replacement within eight (8) business hours of receipt of Customer's report.
(b) Service Plan B: Customer shall send or deliver the defective Equipment to a location designated by Company. Customer shall bear all shipping charges and risk of loss, theft or damage. Company, at its `option`, shall repair or replace the defective Equipment and return it to Customer, at Company's risk and expense, within six (6) weeks following actual receipt of the defective Equipment by Company or its authorized representative. No on-site repair is provided in Service Plan B; therefore, if Customer requests and Company agrees to perform on-site repair, Customer shall pay for such service at Company's then prevailing hourly rate, including any applicable overtime rate, or at the predetermined rate, if any, set forth in the Agreement with a minimum two (2) hour charge per occurrence.
(c) All warranty services shall be performed during Company's normal business hours, which are 8:00 A.M. to 4:30 P.M. local time, Monday through Friday, excluding holidays observed by Company. Warranty service performed outside Company's normal business hours will be charged on a per occurrence basis at Company's then prevailing hourly rate, including any applicable overtime rate, or at the predetermined rate, if any, set forth in the Agreement with a minimum two (2) hour charge per occurrence and travel charges.
15. Termination. (a) If the Agreement is canceled in whole or in part prior to the date of delivery of the Equipment to Customer. Customer shall pay as liquidated damages, and not as a penalty, an amount equal to twenty-five percent (25%) of the total purchase price of the canceled Agreement or the amount of liquidated damages which Company must pay to its supplier(s), which ever is greater. Once Equipment is delivered to the Customer, this Agreement cannot be canceled.
(b) Customer shall be in default under the Agreement and Company may terminate the Agreement if Customer (i) violates any of the provisions of paragraph 10 above; or (ii) fails to pay any charge when due or fails to perform or observe any other material term or condition of the Agreement, and such continues unremedied for thirty (30) days after receipt of written notice from Company. In the event of such termination by Company, applicable termination charges will apply. In addition, Customer shall pay all reasonable expenses, including attorneys fees, incurred by Company to enforce any of its rights under the Agreement and/or applicable law. Upon default by Customer, Company shall have all rights and remedies available under the Uniform Commercial Code as adopted by the state of Illinois, in addition to all other remedies at law or in equity.
16 Assignment. The Agreement is not assignable by either party without the written consent of the other; except that Company may, without Customer's consent, assign the Agreement to an affiliate or subsidiary of Company or its parent corporation, or assign its rights to receive payments hereunder.
17. Subcontracting. Company may subcontract any or all of the work to be performed by it under the Agreement without the consent of Customer but shall retain full responsibility for the work subcontracted.
18. Additional or Subsequent Orders. These terms and conditions shall apply to all additional or subsequent Orders, deliveries or purchases of equipment, products or installation services by Customer from Company, unless specifically excluded in writing by Company.
19. Lease. (a) Customer shall have the option to lease the Equipment from a third party, hereinafter referenced as the "Lessor", and Customer shall be responsible for negotiating and concluding such lease. Upon execution of the lease, Customer shall notify the Company in writing of the name and address of the Lessor.
(b) In the event of a lease, Company shall invoice Lessor for the milestone payments described in paragraph 7. In the event Lessor fails to make the payments and late or collection fees, specified therein, if applicable, Customer agrees to do so. Upon payment of the total purchase price by Lessor, Company agrees to issue to Lessor a bill of sale covering the Equipment.
(c) Customer shall not be relieved of performing all of its responsibilities as described in this Agreement, even though the Equipment may be leased by Customer rather than purchased.
20. General.* (a) no modification or amendment of any provision of the Agreement will be accepted by Company unless in writing signed by authorized representatives of each party. Variances from this Agreement in any Order will be of no effect. Company's failure to insist upon or enforce compliance with any of the terms and conditions of this Agreement shall not constitute a waiver or relinquishment of any such terms and conditions, but the same shall remain at all times in full force and effect.
(b) If any term or provision of the Agreement shall be held invalid or unenforceable, the remainder of the Agreement shall not be affected thereby and each term and provision hereof shall be valid and enforced to the fullest extent permitted by law.
(c) THE AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO CHOICE OF LAW PRINCIPLES.
(d) The paragraph headings in this Agreement are for the convenience of the parties only and will not be considered in any questions of interpretation. No third party shall have any rights under the Agreement as a third party beneficiary.
(e) Company reserves the right to obtain Customer's credit information from any previous communications company and/or any external credit information source. Customer agrees to allow Company use of Customer's name on a reference list.
(f) Any notice required to be in writing under this Agreement shall be delivered in person, or deposited postage prepaid in the registered or certified mails of the United States addressed to the parties at the respective addresses shown in the Equipment Purchase Agreement. Each written notice shall be deemed to have been received by the party at the time of delivery if delivered in person or at the time of the mailing if mailed in accordance with the foregoing provisions.
(g) Customer represents that it has all requisite authority (corporate and otherwise) to enter into and to perform its obligations under this Agreement.
(h) Customer agrees that this Agreement is a complete and exclusive statement of the agreement between the parties which supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this Agreement.
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