Purchase Order Terms And Conditions

Unless the Parties have entered into a mutually-executed agreement to govern the contractual arrangement between a customer (“Customer”) and Grand Rapids Tech Computers LLC (“GRT”) that excepts application of these standard Terms and Conditions, these Terms and Conditions (the “Agreement”) shall cover the services, products, and equipment provided by GRT (collectively the “Services”) pursuant to any purchase order, project packet, quotation, invoice, order acknowledgment, confirmation, or other instrument or document between GRT and Customer (collectively an “Order”).

1. SERVICES. Customer desires to obtain the Services from GRT as set forth in one or more Orders. Unless stated otherwise in a signed writing, the Services will be provided during GRT’s normal business hours, typically 8:30 am to 5:30 pm EST/EDT Monday through Friday excluding holidays recognized by GRT. The Services will be performed at the location agreed upon by the Parties in the relevant Order, provided that, unless specified otherwise in writing, GRT may provide such Services via remote access, and in such case Customer shall provide GRT reasonable access to Customer’s premises, equipment, software, and systems as requested by GRT to perform the Services. Customer shall further provide any materials, approvals, authorizations, and other requirements to allow GRT to provide the Services, and Customer shall promptly respond to GRT’s requests to provide access or information reasonably necessary for GRT to provide the Services. Delays in Customer’s performance of its obligations will extend time for GRT’s performance of its obligations. Without limiting the termination rights in Section 5, GRT reserves the right to suspend Customer’s access to Services if it determines, in its sole discretion, that (i) Customer’s or its users’ use of the Services are in breach of this Agreement and such breach is not timely cured; (ii) suspension is required pursuant to a subpoena, court order or other legal process; or (iii) suspension is necessary to contain a suspected security incident. GRT shall notify Customer of any such suspension. Customer shall remain responsible for all fees incurred before or during any suspension.

2. THIRD PARTY HARDWARE, SOFTWARE, AND EQUIPMENT. GRT may act as a reseller, distributor, licensor, or sublicensor of hardware, software and equipment used in connection with the products and/or services manufactured or provided by a third party to Customer pursuant to an Order (“Third Party Products”). The Third Party Products are subject to the terms of the applicable Order and the other terms of use required by the vendors of Third Party Products. Any malfunction or manufacturer’s defects of Third Party Products sold, licensed, or provided by GRT to Customer or purchased directly by Customer for use in connection with the Services will not be deemed a breach of GRT’s obligations under this Agreement. Any rights or remedies Customer may have regarding the ownership, licensing, performance or compliance of Third Party Products are limited to those rights extended to Customer by the manufacturer or provider of the Third Party Product. Customer is entitled to use Third Party Products supplied by GRT only in connection with the Services. Customer shall not resell, transfer, or export any Third Party Product, or any technical data derived therefrom, in violation of this Agreement, the terms of use associated with such Third

Party Product, or any applicable United States or foreign law. GRT assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any Third Party Products, and Customer expressly releases GRT from any and all liability arising from Customer’s access or use of Third Party Products.

3. LICENSING COMPLIANCE. Customer is solely responsible for maintaining valid licenses for all applications, software and hardware within the Customer’s organization. GRT is not responsible for monitoring the Customer’s compliance with vendor licensing and will not be responsible or liable for any fines or fees levied against the Customer in the event of noncompliance with Customer’s vendor licensing agreements. Furthermore, GRT reserves the right to refuse Services on software and other technical equipment, including servers and workstations, known to be using illegal or unlicensed and/or unsupported software or license keys.

4. FEES AND PAYMENT. Unless otherwise specified in an Order, Customer shall pay GRT for services on a time and materials basis at GRT’s then-current rates. After business hours and holiday work will bill at an increased rate. In the event that Customer has authorized ACH EFT credit entries for payment of invoices, Customer’s account shall be debited on the business day Customer has directed to initiate processing, and if no timeline has been specified, Customer’s account shall otherwise be debited thirty (30) days after delivery of the invoice. Otherwise, Customer shall pay all amounts payable to GRT within thirty (30) days of delivery of invoice, and payments not timely received shall bear interest at a rate of 3% per month, compounding, on all unpaid balances. If Customer receives an invoice which it reasonably believes includes a sum which is not valid and properly due, Customer shall notify GRT in writing no later than thirty (30) days from receipt of the invoice, and failure to timely dispute an invoice within this time period shall waive any disputes as to all fees and costs included in such invoice. Customer shall reimburse GRT for expenses which have been described in an Order or otherwise approved by Customer, including without limitation all third-Party licensing fees. GRT will provide Customer with receipts and other documentation reasonably required by Customer with regard to such expenses upon reasonable request. If GRT is required to pay or collect any federal, state, local, sales, excise, value-added or any other similar taxes or duties based on Services, then such taxes or duties shall be invoiced to and paid by Customer pursuant to the terms provided herein; provided, however, that Customer shall not be required to pay any taxes based on GRT’s net income. Payment obligations for Services performed (and expenses incurred) are non-cancelable and fees paid are non-refundable. Unless otherwise agreed upon in writing, GRT shall repossess all hardware, assets, materials or otherwise delivered or installed by GRT for Customer if Customer fails to pay invoice after 90 days.

5. TERM; TERMINATION: The commencement and completion dates for this Agreement (the “Term”) are as set forth in the Order, provided that if no Term is specified, this Agreement shall be effective for an initial term of twelve (12) months from the effective date of the relevant Order. This Agreement will automatically renew for successive Terms that are equal in duration to the initial Term unless one Party provides the other with at least sixty (60) days’ prior written notice prior to the end of the then-current Term. GRT may terminate an Order if Customer (i) fails to make payment when due and such failure continues for a period of fifteen (15) days after written notice thereof has been given or (ii) Customer has breached any material provision of this Agreement, and such breach continues for a period of thirty (30) days after written notice has been given. In the event of termination, GRT shall stop performing the Services. Customer shall be responsible for the payment of all fees and charges associated with Services provided by GRT for all work performed through the effective date of termination. In the event of any termination or expiration of this Agreement for any reason, all provisions of this Agreement whose meaning requires them to survive shall survive the expiration or termination of this Agreement, including, but not limited to, the sections pertaining to Confidentiality, Licensing Compliance, and Limitation on Liability. Termination shall be without prejudice to any rights and remedies available to a Party, including injunctive relief. GRT may, if requested by Customer, and at GRT’s sole option, provide Customer with additional transition services after the effective date of termination or expiration of this Agreement, to transition Customer to a replacement service provider, provided that Customer shall compensate GRT for such services on a time and materials basis at GRT’s then-current rates.

6. INTELLECTUAL PROPERTY; DATA PROTECTION: Nothing contained in this Agreement or in any Order shall be construed to transfer, convey, restrict, impair or deprive GRT of any of its ownership or proprietary interest or rights in technology, information or products that: (a) existed prior to the provision of deliverables and/or provision of Services under this Agreement; (b) that was independently developed outside the scope of this Agreement and without use of any of Customer’s Confidential Information; (c) comprise GRT’s tools, equipment, hardware, software, practice and other technology or materials; (d) comprise work product, code, and other materials of general utility and application; and (e) are part of GRT’s “know how” (collectively, hereafter, “GRT’s Toolset”). To the extent that any part of GRT’s Toolset is required to use deliverables provided by GRT or receive benefit from the Services, GRT hereby grants to Customer a nonexclusive, worldwide, royalty-free license for the term of the Agreement or the applicable Order to use GRT’s Toolset consistent therewith. GRT acknowledges that it will not acquire any rights in any of Customer’s data, and that it may not use any of Customer’s data, even if it is cleansed, de-identified, or aggregated, for any purpose other than to fulfill its contractual obligations to Customer, to comply with applicable law, and as otherwise contemplated by this Agreement. To the extent that the Services involve the submission, collection, and/or use of data that relates to an identified or identifiable natural person and is regulated under applicable data protection laws (“Personal Data”), Customer shall notify GRT of same. Customer shall be the data controller of any Personal Data, and GRT shall act as a service provider or data processor of such Personal Data GRT agrees to process Personal Data in accordance with applicable data protection laws, and in accordance with Customer’s instructions provided in this Agreement, in one or more Order, or as otherwise may be communicated to GRT from time to time. Customer agrees to provide any notices and obtain any consent necessary for GRT to access and process Personal Data as part of the Services. Customer agrees that the Parties shall execute a Data Processing Addendum where required by applicable law, which will become supplementary to this Agreement.

7. WARRANTIES: GRT represents and warrants that it shall perform all Services under this Agreement in a timely, professional and workmanlike manner in accordance with generally recognized industry standards for similar services. Customer shall promptly notify GRT of any claimed breach of any of these warranties, and in the event of a breach which is not remedied within thirty (30) days, Customer may, as its sole and exclusive remedy, terminate this Agreement.


8. CONFIDENTIALITY: The Parties acknowledge that each Party is the owner of valuable trade secrets and other confidential information, as well as other like information or products that are licensed or received from third parties. Each Party shall treat all Confidential Information (defined herein) received from the other Party as strictly confidential, shall not use such information for its own purposes or for the benefit of third parties, and shall not disclose such information, except in furtherance of this Agreement. For purposes of this Agreement, “Confidential Information” includes, but is not limited to, information (a) which is confidential or proprietary to the disclosing Party or its customers (b) which relates to the trade secrets, methods, intellectual property, research, products, operations, policies, procedures, techniques, accounts or personnel of the disclosing Party; or (c) which is confidential or proprietary to a third-Party and in the possession, custody or control of the disclosing Party. Each Party shall maintain physical, administrative, and technical security measures to prevent loss, destruction or unauthorized access to Confidential Information in accordance with or exceeding all applicable laws, regulations, and industry standards, and each Party shall carry commercially reasonable insurance in an amount sufficient to cover the costs of remediating a cyber breach incident. The Parties shall keep Confidential Information confidential and only use it for the purpose of providing and receiving the Services identified in the Order. Notwithstanding the foregoing, a Party may disclose any Confidential Information to the extent that disclosure is compelled in connection with legal or government proceedings or requests, or if such Party is required to report or disclose such confidential information by law or pursuant to the rules or regulations of any regulatory authority having jurisdiction.

9. FORCE MAJEURE: Neither Party will be deemed to be in default of any provision of this Agreement for any delay in the performance of its obligations, other than of payment, resulting from acts or events beyond its control that could not have been reasonably foreseen or that are not able to be overcome by the exercise of reasonable care, proper precautions, or consideration of reasonable alternatives. Such acts shall include, but are not limited to, epidemics, pandemic, government orders, other catastrophes or natural disasters, power, or communication. In such situations, performance is not excused but is merely delayed for the duration of such circumstances plus a reasonable amount of time.

10. LIMITATION OF LIABILITY: Neither Party shall be responsible to the other for any indirect, consequential, or punitive damages, including lost revenues, lost profits, cost of capital, or loss of opportunity. In no event shall GRT be liable to Customer for any amount exceeding the amount Customer paid GRT for Services in the six (6) months preceding accrual of any claim. GRT’s liability is limited to no more than $2,500 for liquidated damages.

11. INDEPENDENT CONTRACTOR: GRT is an independent contractor. Customer will not be responsible for or have control or charge over any of the acts or omissions of GRT or GRT’s personnel. As between GRT and Customer, GRT shall assume full responsibility for all supervision, direction, control, and payment of GRT’s personnel. GRT shall retain the sole obligation for the payment of all wages, benefits, and taxes due for work completed by any of GRT’s Personnel and in no instance shall any GRT’s Personnel be entitled to direct payment by Customer or become an employee of Customer.

12. NOTICES: GRT may provide Customer with information regarding Orders or other matters relevant to this Agreement in electronic form, via email to the address Customer provides, and such notice shall be deemed delivered as of the transmission date.

13. GOVERNING LAW: The laws of the state of Michigan, United States of America shall govern this Agreement and the transactions contemplated by this Agreement, without giving effect to the choice of law rules thereof. Each Party irrevocably and unconditionally submits to jurisdiction and venue in the state and federal courts in Kent County, Michigan and the appropriate courts of appeal from such courts for any other matter concerning the Order or this Agreement.

14. ASSIGNMENT; BINDING EFFECT Neither this Agreement nor any claim against arising directly or indirectly out of or in connection with any Order shall be assignable by Customer or by operation of law without the prior written consent of GRT. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of each of the Parties hereto.

15. WAIVER: To be effective, any waiver of any kind by a Party of a breach of this Agreement must be in a signed writing, and will be effective only to the extent set forth in such writing and will not operate or be construed as a waiver of any subsequent breach. Any delay or omission in exercising any right, power or remedy pursuant to a breach or default by a Party will not impair any right, power or remedy that either Party may have with respect to a future breach or default.

16. ENTIRE AGREEMENT: This Agreement, including all Orders as applicable, sets forth the complete understanding of the Parties as to the subject matter hereof as of the date written above and supersedes all agreements and representations made or dated prior hereto. This Agreement shall not be amended unless mutually agreed in writing. Each Order shall be subject to the terms and conditions contained herein. GRT rejects in total, and Customer hereby waives the right to invoke, Customer’s standard terms and conditions of purchase, and no terms or conditions submitted by Customer in addition to, different from or inconsistent with those contained herein, including, without limitation, Customer’s standard printed terms and conditions, and any terms and conditions contained in any Customer documentation, shall be binding upon GRT unless specifically and expressly agreed to in a writing signed by duly authorized representatives of both parties. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) is expressly waived and will not apply.

17. SEVERABILITY: If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent permitted by Applicable Law and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. A provision of similar economic effect shall be substituted for any invalid, illegal, or unenforceable provision.

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Located in Comstock Park – just North of Grand Rapids, MI.