Terms of Service

1. Warranty. All TEL products have a two-year warranty on parts and labor, except that the warranty on advance replacement and priority repairs carried out at TEL’s expense are limited to the first 30 days after shipping of any such TEL product. TEL support services may include separate warranties or guarantees as defined for each service. TEL or TEL’s authorized contractors may offer certain Rate Upgrade Plans, System Protection Plans and other service or support plans through COMPANY and DEALERS. TEL’s authorized contractors may offer their own such Plans direct to end-users, after review by TEL, with services as defined in those Plans.
2. Suggested Retail Price List (“SRPL”). TEL will publish and distribute an SRPL from time-to-time, at TEL’s sole discretion (most current version attached as Attachment I) and the SRPL will be used by COMPANY and TEL as the basis for representation and/or pricing of TEL products and services, although COMPANY’S final pricing established for its retail customers or other COMPANY customers will be determined solely by COMPANY. TEL may change its SRPL from time-to-time, at TEL’s sole discretion, and TEL will send a new SRPL, as a new Attachment I, to COMPANY at least fifteen (15) days prior to such new SRPL becoming effective;
3. COMPANY and TEL Services and Support. COMPANY agrees that it will use its best efforts to provide the services set forth in this agreement in its business dealings. TEL will provide telephone technical support only to COMPANY and not to COMPANY customers and/or clients. COMPANY and TEL may agree as an addendum to this Agreement that COMPANY end-user customers and clients may or will receive direct support via an authorized TEL contractor. If COMPANY customers or clients call or contact TEL directly, TEL will initially use its best efforts to refer such end-user or client back to COMPANY or to include the COMPANY in a conference call with such end-user or client. TEL will try to include COMPANY in any TEL communication regarding such end-user customers or clients so COMPANY and TEL can determine a jointly agreeable resolution for such calls or contacts. If end-users or clients persist in calling or contacting TEL directly, then TEL, through an authorized TEL contractor, may elect to provide needed services or products directly to that end-user thereafter and will charge the end-user for such services, and COMPANY agrees to this process and such actions.
4. Order Cancellation and Product Returns. COMPANY may cancel unshipped orders to TEL within eight (8) hours of placing an order. COMPANY agrees to accept and waives any right to cancel orders shipped at its request other than orders cancelled within eight (8) hours of placing the order. COMPANY must pay a 25% restocking fee for all order cancellations received after eight (8) hours of placing the order. COMPANY will receive credit for product returns only if the return is packaged in its original packaging or better and is authorized by TEL by issuing a Return Merchandise Authorization (“RMA”) number. RMA numbers will be issued for appropriate returns, as determined solely by TEL or an authorized TEL contractor, when COMPANY requests an RMA by calling or faxing its request to TEL or an authorized TEL contractor RMA telephone number. The RMA number will be issued, based upon appropriate information being supplied, by a fax to the COMPANY’S fax number included in TEL’s files. On any return, the RMA number must be clearly visible on the outside of the return package. All other products sent to TEL, to include those without an RMA number or without a clearly noted RMA number on the outside of the return package, will become TEL property upon receipt.
5. Shipment. All transportation for TEL products or services shall be at the expense of the COMPANY. TEL reserves the right to ship Products freight collect and to select the means of transportation and routing, unless other arrangements have been requested in writing by COMPANY and have been accepted by TEL. Unless otherwise agreed, TEL will insure at full value Products and will declare full value thereof to the transportation company at the time of delivery and all such freight and insurance costs shall be for the COMPANY’S account. Risk of loss or damage shall pass to the COMPANY upon delivery of the Products to the transportation company at the FOB point, whether or not installation is provided by or under supervision of TEL. Confiscation or destruction of, or damage to Products will not release, reduce or in any way affect the liability of the COMPANY or TEL therefore. Notwithstanding any defect or nonconformity, or any other matter, such risk of loss shall remain in the COMPANY until the Products are returned at the COMPANY’S expense as set forth above. COMPANY, at its expense, shall fully insure Products against all loss or damage until TEL has been paid in full therefore, or the Products have been returned, for whatever reason, to TEL. TEL will attempt to meet shipment dates requested by COMPANY. However, any shipment quotation or forecast TEL provides in any way to the COMPANY is only an estimate of time required to make the shipment and TEL will not assume liability, consequential or otherwise, due to any delay or failure to deliver all or any part of any order for any reason. TEL reserves the right to allocate inventories and current production in any way it deems desirable.
6. Payment Terms.
   1. Payment is due upon delivery. The terms of sale for shipments on credit accounts are net thirty (30) days from date of invoice. Net thirty (30) days terms are agreed to by COMPANY and COMPANY agrees to pay any late fees associated with making payments later than net thirty (30) days. TEL reserves the right to require alternative payment terms, including without limitation, sight draft, letter of credit or payment in advance. All payments shall be made at TEL’s principal office in American Fork, Utah. Interest shall accrue on overdue invoices at the rate of one and one-half percent (1 ½%) per month, but not more than the amount allowed by law, on the unpaid balance from the original due date of the invoice, and COMPANY agrees to pay properly allocated late fees and interest expenses. In the event TEL is required to turn delinquent accounts over to collection or legal processors, COMPANY agrees to be responsible for any additional costs incurred as a result of such action;
   2. All orders are subject to, and the obligation of TEL to make deliveries is subject to, the right of TEL as provided below, to require of the COMPANY payment of all or any part of the purchase price in advance of delivery or to make shipment COD. If the COMPANY fails to make advance payment when requested by TEL, or if the COMPANY is or becomes delinquent in the payment of any sum due TEL at any time or refuses to accept COD shipment, then TEL shall have the right, in addition to any other remedy to which it may be entitled in law or equity, to cancel the sales order, refuse to make further deliveries, declare due and immediately payable all unpaid amounts for Products or Services previously provided to the COMPANY and turn such accounts over to collection or legal processors, COMPANY agrees to be responsible for any additional costs incurred as a result of such action. Partial shipments made under any order shall be treated as a separate transaction and payment therefore shall be made by COMPANY accordingly. However, in the event of any default by the COMPANY, TEL may decline to make further shipments without in any way affecting its rights under any order;
   3. TEL reserves a purchase money security interest in the Products sold hereunder and proceeds thereof, in the amount of the purchase price. In the event of default by the COMPANY on any of its obligations to TEL;
   4. TEL shall have the right to repossess Products sold hereunder by the COMPANY without any TEL liability to the COMPANY, and to offset the repossessed value, as determined solely by TEL, against any related liability of the COMPANY. If repossession is necessary, as determined solely by TEL, the COMPANY agrees to make the Products available to TEL so that TEL can repossess them without a breach of the peace. This security interest will be satisfied by payment in full plus all costs of repossession. A copy of the invoice may be filed with appropriate authorities at any time as a financing statement and/or chattel mortgage to perfect TEL’s security interest. The COMPANY shall cooperate fully with TEL to execute such or other documents and to accomplish such filings and\or recordings thereof as TEL may deem necessary for the protection of TEL’s interest in Products furnished hereunder.