Accessory Purchase Agreement
This Accessory Purchase Agreement (this “Agreement“) sets forth the terms and conditions to which the undersigned (the “Customer“) agrees with respect to the purchase and use of hardware accessories (the “Accessories“), all as set forth on the applicable Estimate to which this Agreement relates (the “Estimate“).
In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties intend to be legally bound and do hereby agree as follows:
Shipment. GPS Insight will ship the Accessories using the shipping method set forth on the Estimate. Customer shall be solely responsible for all costs associated with transporting the Accessories to and from Customer’s premises, including payment of all charges, taxes and other amounts related thereto and being responsible for any loss or damage to the Accessories that may occur during transport. Customer shall promptly fulfill any customs obligations arising hereunder at its sole cost and expense, including any payments required to release Accessories from customs.
Delivery. The Accessories shall be deemed accepted by Customer, unless Customer notifies GPS Insight in writing of any order discrepancies or damaged Accessories no later than two (2) days after receipt. GPS Insight shall investigate any order discrepancies or damaged Accessories and take all appropriate remedial action.
Charges. Customer will pay all applicable fees as set forth on the Estimate and acknowledges that all fees are non-refundable. If Customer provides credit card/EFT account information, Customer authorizes GPS Insight to charge such credit card/EFT account for all items listed on the Estimate. Otherwise, all amounts owed hereunder will be invoiced and shall be due within the time period set forth on the invoice. Late payments shall be subject to a service charge of one and a half percent (1.5%) per month, or the maximum charge permitted by law, whichever is less.
(a) Accessory Purchase Fees. The purchase price for the Accessory and other hardware listed on the Estimate will be paid either (i) in advance, upon shipment of the Accessory, or (ii) if Customer provides a valid purchase order, upon the terms set forth on the invoice.
Taxes. Customer shall pay all personal property, sales, use, value-added, withholding and similar taxes (other than taxes on GPS Insight’s net income) arising from the transactions described in this Agreement. To the extent Customer is exempt from sales or other taxes, Customer agrees to provide GPS Insight, upon request, with the appropriate exemption certificate.
Accessory Warranties; Replacement Accessories
Accessory Warranty. Unless otherwise set forth herein, GPS Insight warrants that the Accessories will perform substantially in accordance with their documentation for a period of one (1) year from GPS Insight’s shipment of such Accessory.
Accessory Warranty Claims. Customer shall contact GPS Insight Customer Support at 866.477.4321 to assist in troubleshooting if Customer believes that a Accessory is not functioning properly. The GPS Insight Customer Care team will work with Customer in an effort to resolve the issue. If GPS Insight is unable to resolve the issue remotely, the Accessory may need to be replaced. The procedure for issuance of the GPS Insight RMA# and for shipment of replacement parts depends on the warranty coverage status of the particular Accessory. GPS Insight shall promptly, in its reasonable discretion, determine whether warranty coverage applies.
Voided Warranty. Accessory warranty coverage is VOID if GPS Insight determines that Customer is in breach of this Agreement or if the Accessory failure is due to any of the following reasons: (i) physical damage caused by negligent/improper handling and treatment of the Accessory; (ii) damage caused by water or any other liquid; (iii) tampering with the Accessory or the vehicle itself e.g. intentionally denying power to the Accessory; (iv) improper installation; (v) cutting or otherwise impairing the connector harness; (vi) cutting or otherwise impairing the antenna and/or antenna cables; (vii) defects or damage caused by the use of non-GPS Insight branded or approved products, accessories or other peripheral equipment; (viii) GPS Insight serial number has been removed or defaced; or (ix) any other circumstance that GPS Insight deems to constitute intent on the part of the Customer, vehicle driver or any other party to purposefully impair the functionality of the Accessory.
Replacement Accessories. GPS Insight will ship a replacement Accessory within 48 business hours of issuing the RMA#. Replacement Accessory may be a refurbished product. Refurbished Accessories are previously used, reconditioned and tested Accessories, which must pass GPS Insight’s quality control standards. For approved RA’s GPS Insight will pay for 2-day air shipping of replacement Accessory and/or peripherals. If Customer wishes to expedite shipping from 2-day air to overnight delivery, Customer will need to provide consent to be billed for the expedited shipping charges. Replacement Accessories are covered under warranty for the greater of (i) the balance of the remaining warranty period of the original Accessory or (ii) ninety (90) days from date of activation of the replacement Accessory. The scope of warranty coverage on the replacement Accessory will match the scope of warranty coverage of the original Accessory.
Return Shipping. All materials replaced under an approved GPS Insight RMA# become the property of GPS Insight. Customer is required to return the defective Accessory to GPS Insight. For Customer’s convenience, pre-paid return shipping labels will be sent to Customer along with the replacement Accessory. The defective Accessory must be returned to GPS Insight within 30 calendar days after the shipment of the replacement Accessory. If the defective Accessory is not returned within 30 calendar days, Customer will be billed an Accessory Non-Return Fee at the then current rate. The shipping box used to return the Accessory must clearly be labeled “GPS Insight RMA#XXXXXX” and the serial number of the defective Accessory must match the Accessory stipulated at the time the RMA# was issued. If Customer returns the wrong Accessory and the serial number does not match GPS Insight’s records, GPS Insight will return the Accessory to Customer at Customer’s expense and the RA will remain open pending return of the correct Accessory (which correct Accessory shall be shipped at Customer’s expense).
Exclusive Remedy. The Accessory Warranty Claims and Replacement Accessories sections above are Customer’s sole and exclusive remedy for any breach of the Accessory Warranty set forth above.
Disclaimer of Additional Warranties. EXCEPT FOR THE SPECIFIC WARRANTIES SET FORTH IN THIS AGREEMENT, THE ACCESSORIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE WARRANTIES STATED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY GPS INSIGHT AND THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY USAGE OR TRADE, COURSE OF DEALINGS OR COURSE OF PERFORMANCE. NO WARRANTY IS GIVEN AS TO ACCURACY, ERROR-FREE OR UNINTERRUPTED SERVICE.
Limitation of Liability; Indemnification
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOST PROFITS, COST OF COVER, LOST SAVINGS, CURRENCY CONVERSION LOSSES, OR LOSS OF OTHER ECONOMIC ADVANTAGE) ARISING FROM BREACH OF CONTRACT, OR NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (A) ACCESSORIES OR ANY OTHER SERVICES, (B) ANY INTERRUPTION OF USE OF THE ACCESSORIES, OR (C) FOR LOSS, INACCURACY OR CORRUPTION OF DATA. THIS LIMITATION SHALL APPLY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL GPS INSIGHT’S AGGREGATE LIABILITY HEREUNDER EXCEED THE AMOUNT THAT GPS INSIGHT RECEIVED UNDER THE ESTIMATE GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS FIRST GIVING RISE TO A CLAIM.
Indemnification. Customer hereby indemnifies and holds GPS Insight, its director, officers, employees and agents harmless from any and all claims, actions suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorney’s fees and costs, arising out of, connected with or resulting from Customer’s misuse of the Accessories.
Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of Arizona and controlling U.S. federal law, disregarding any choice of law provisions providing otherwise. The Uniform Computer Information Transactions Act, the United Nations Convention on the International Sale of Goods, and choice of law rules of any jurisdiction will not apply to this Agreement. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in Maricopa County, Arizona, and each party hereby submits to the personal jurisdiction of such courts and waives any defense relating to venue or forum non convenience.
Entire Agreement; Amendments. This Agreement together with any applicable Estimate represents the parties’ entire understanding relating to the subject matter hereof, and supersedes any prior or contemporaneous, conflicting or additional, communications. The terms and conditions of this Agreement may only be amended by written agreement of the parties. Nothing contained in any purchase order submitted by Customer other than order dates, identity, location, quantity and price shall in any way serve to modify or add to the terms of this Agreement or the Estimate.