These General Terms and Conditions of Sale apply to all purchases of Dearadh Telecommunications Consultants LLC services made directly from Dearadh Telecommunications Consultants LLC and its subsidiaries and affiliates (hereinafter, “Seller” or “Dearadh Telecommunications Consultants”).  Purchases of Dearadh Telecommunications Consultants Services made from authorized Dearadh Telecommunications Consultants distributors or authorized resellers may be subject to authorized distributors and resellers terms and conditions of sale, which in no event will be binding upon Dearadh Telecommunications Consultants.  These General Terms and Conditions of Sale are in effect as of the time of publication and may change at any time.

1.     Definitions

a.      “Buyer” means the individual or entity identified on Buyer’s purchase order, or if different, on Seller’s Quotation, order acknowledgment or confirmation.

b.     “Deliverables” means all documents, including without limitation, diagrams, drawings, specifications, meeting minutes, analyses and reports or any other written material prepared, developed, or created by Seller for Buyer as part of the Services delivery process as described in the Statement of Work or Quotation.

c.      “Intellectual Property Rights” means all present and future copyrights, trademark rights, service mark rights, trade secret rights, patent rights, moral rights, and other intellectual property and proprietary rights recognized in any jurisdiction, including any registrations, applications, renewals and extensions of such rights. 

d.     “Seller” means Dearadh Telecommunications Consultants and its subsidiaries and affiliates.

e.      “Services” means services that Dearadh Telecommunications Consultants offers to Buyers, including but not limited to, assessments, implementation, design support and other similar services provided by Dearadh Telecommunications Consultants and set forth in a Statement of Work or a Quotation. 

f.      “Statement of Work” or “SOW” means the document that describes in detail the Services that Dearadh Telecommunications Consultants will provide to Buyer or Buyer’s customer.

g.     “Quotation” means a document that is issued by Dearadh Telecommunications Consultants to Buyer that describes in detail the Services and prices being offered to Buyer that is in effect when Dearadh Telecommunications Consultants accepts Buyer’s purchase order. The Quotation may be in the form of a Statement of Work, a proposal or any other similar document. 

2.     Orders

a.      Placing Purchase Orders & Acceptance of Terms and Conditions. To purchase Services, Buyer must provide Seller with a valid purchase order, including the purchase order number and all additional information required by Seller. Seller will provide written acceptance or rejection of such purchase order. Buyer’s issuance of a purchase order to Seller for Services will constitute Buyer’s acceptance of these General Terms and Conditions of Sale.  No additions or modifications to these General Terms and Conditions of Sale will be binding on Seller unless agreed to in writing and signed by an authorized representative of Seller.  Seller specifically rejects all pre-printed, non-negotiated terms in Buyer’s purchase orders, standard terms and conditions of purchase or other similar documents.  Seller’s failure to object to any term or condition in any communication from Buyer will not be construed as an agreement to such terms or conditions, nor will it be deemed a waiver of these General Terms and Conditions of Sale. 

b.     Order Changes, Substitutions, and Cancellations. Orders accepted by Seller are not subject to change or cancellation, except as expressly allowed in writing by Seller. Allowed changes to orders may require adjustments in price, scheduling and other affected terms and conditions.

3.     Prices and Payment Terms

a.      Prices. Except as otherwise provided in a Quotation or a Statement of Work, the prices of Services will be Seller’s published list prices in effect at the time Seller accepts Buyer’s purchase order. Seller may correct errors or omissions in published or quoted prices and/or change its published list prices at any time without notice. Prices do not include sales, use, excise, customs, value-added or similar taxes, tariffs or duties. Buyer will pay or reimburse Seller for all such taxes as may be applicable.

b.     Invoicing. Orders for Services will be invoiced to Buyer upon Acceptance of the Services and/or Deliverables by Buyer per Section 4(a) herein.

c.      Currency. Unless otherwise specified in writing by Seller, prices and invoices will be denominated in the standard currency of the Seller’s entity for the applicable geographic region.

d.     Payment Terms. Unless otherwise specified in writing, payment terms on invoices are Net thirty (30) days. Other payment terms, restrictions or requirements may apply. Payment by Buyer shall not be contingent upon payment by a third party. Buyer shall pay all amounts due in full without any deduction, withholding or set-off except as required by law or as agreed to in writing by Seller.  Seller reserves the right to withhold performance of Services to Buyers whose account(s) are in arrears. Suspension of Services does not relieve Buyer of its obligation to pay for Services previously rendered. Late payments will accrue interest at a rate equivalent to one and one-half percent (1.5%) per month or the highest rate permitted by law, whichever is less. Buyer shall reimburse Seller for all reasonable costs of collecting any payments from Buyer that are overdue including reasonable attorney’s fees.

e.      Claims and Errors. Claims of erroneous charges or for price corrections must be presented within ten (10) days of the date of invoice or they may be disallowed.

4.     Acceptance

a.      Acceptance of Services. Unless otherwise stated in a Statement of Work, Buyer or Buyer’s customer must accept or reject each Deliverable within ten (10) business days of receipt of the Deliverable (the “Acceptance Period”). Use of the Deliverables by Buyer or Buyer’s customer, or the failure to reject the Deliverables in writing within the Acceptance Period, shall constitute acceptance of the Deliverables by Buyer.   If Buyer reasonably believes that Seller did not complete the Services and/or any Deliverables in substantial conformance with the SOW, Buyer must notify Seller in writing, with specific reasons delineated, of its rejection of the Services and/or Deliverables within the Acceptance Period.  Seller will be given five (5) business days to make corrections (“Correction Period”) so that the Deliverable and/or Service substantially conforms with the SOW, unless the SOW specifies a different Correction Period.  At the end of the Correction Period, Dearadh Telecommunications Consultants will re-present the Deliverable to Buyer in accordance with the procedure outlined herein.  If Seller does not receive any written rejection or acceptance from Buyer within five (5) days of presenting the corrected Deliverable, the Deliverable and/or Service will be deemed to be accepted by Buyer.

5.     Limited Warranties

a.      Seller’s Service Warranty. Seller warrants to Buyer and Buyer’s customers that the Services will be of a professional quality conforming to generally accepted industry standards and practices and in conformance with the applicable SOW.

b.     THE FOREGOING WARRANTIES ARE SELLER’S EXCLUSIVE WARRANTIES.  OTHERWISE, SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE SERVICES, DELIVERABLES, OR THE RESULTS OBTAINED THEREFROM, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE., AND BUYER AGREES THAT ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES THAT ARE NOT EXPRESSLY PROVIDED HEREIN ARE HEREBY EXCLUDED AND DISCLAIMED. SELLER WILL NOT BE LIABLE FOR ANY THIRD-PARTY SERVICES OR PRODUCTS EVEN IF IDENTIFIED OR REFERRED TO BUYER BY SELLER.

c.      Support and Maintenance/Extended Warranties. Support and maintenance and any extended warranties for Services are not included in the prices of the Services and are subject to additional terms and conditions which are set forth in separate Seller or third-party Support and Maintenance Agreements or Policies or in a SOW, and such Agreements/Policies/SOW terms will control to the extent there is any conflict with these General Terms and Conditions of Sale. 

6.     Disclaimer and Limitation of Liability

a.      TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL SELLER  BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ACTUAL OR ANTICPATED LOST REVENUE OR PROFITS, LOSS OF BUSINESS OPPORTUNITY OR GOODWILL, LOSS OF ANTICIPATED SAVINGS, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOSS OF DATA, DOWNTIME COSTS, SORTING COSTS, OR ANY LOSS DUE TO DELAY OF PERFORMANCE OR DELIVERY, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER DISCLAIMS ALL LIABILITY RELATIVE TO GRATUITIOUS INFORMATION OR ASSISTANCE PROVIDED BY, BUT NOT REQUIRED OF SELLER HEREUNDER.  THE TOTAL LIABILITY, IF ANY, OF SELLER, AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND SUBCONTRACTORS INCLUDING BUT NOT LIMITED TO LIABILITY ARISING OUT OF CONTRACT, TORT, BREACH OR FAILURE OF WARRANTY, OR OTHERWISE, SHALL NOT IN ANY EVENT EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE SERVICES FROM WHICH THE CLAIM AROSE.  THE PRICE STATED FOR THE SERVICES IS A CONSIDERATION IN LIMITING SELLER’S LIABILITY.

7.     Intellectual Property Rights & Indemnification

a.      Except as otherwise stated herein, or in a written Quotation or Statement of Work, all Intellectual Property Rights in the Services belong to Seller, and the Buyer shall not acquire any title, right or interest in such Intellectual Property Rights.  Seller and its subcontractors retain all right, title and interest in any pre-existing intellectual property that is owned by Dearadh Telecommunications Consultants or its subcontractors (“Dearadh Telecommunications Consultants IP”), and which may be used in carrying out the Services, including any modifications or improvements made to Dearadh Telecommunications Consultants IP during or as a result of the Services to be performed under any SOW.  Unless otherwise stated in a Statement of Work or Quotation, upon payment in full of the amounts due Seller for the Services, the Deliverables, except for any Dearadh Telecommunications Consultants IP contained within such Deliverables, shall be owned by Buyer or Buyer’s customer.  Seller hereby grants Buyer or Buyer’s customer a worldwide, non-exclusive, royalty-free, perpetual, without the right to sublicense, license to use the Dearadh Telecommunications Consultants IP that is incorporated in the Deliverables solely for Buyer or Buyer’s customer’s own internal use.

8.     Remedies for Events of Default

a.      If Buyer (i) fails to pay any amount within sixty (60) days of the due date, (ii) files a petition in bankruptcy or seeks relief under any bankruptcy, reorganization, insolvency, dissolution, liquidation or similar law of any jurisdiction, or (iii) becomes unable to pay or suspends payment of its debts as they become due, or if a court issues an order appointing a receiver, custodian or administrator over all or part of Buyer’s assets, Seller may terminate any outstanding purchase order. In addition, without waiving any other available remedies, Seller may declare immediately due and payable all sums due and to become due under any outstanding purchase order and/or stop all shipments in progress and future shipments to Buyer until the account is fully paid.

9.     Force Majeure

a.      Seller will not be liable for any loss, damage or delay arising out of its failure (or that of its subcontractors) to perform hereunder due to causes beyond its reasonable control, including without limitation, acts of God, acts or omissions of Buyer, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, acts of terrorism, delays in transportation, or transportation embargoes. In the event of such delays, Seller’s performance date(s) will be extended for such length of time as may be reasonably necessary to compensate for the delay.

10.   No Partnership or Joint Venture

a.      The parties agree that nothing in these General Terms and Conditions of Sale will create any agency, employment relationship, partnership, or joint venture between Buyer and Seller.

11.   Assignment

a.      These General Terms and Conditions of Sale may not be assigned by either party without the written consent of the other (which consent may not be unreasonably withheld). However, consent is not required for internal transfers and assignments as between Seller and its parent company, subsidiaries or affiliates as a part of a consolidation, merger or any other form of corporate reorganization.

12.   Waiver

a.      Seller’s waiver of any breach of any provision contained in these General Terms and Conditions of Sale will not waive any other breach by Buyer. Seller’s delay or failure to enforce its rights under these General Terms and Conditions of Sale shall not be deemed a waiver of such rights.

13.   Governing Law, Forum, and Language

a.      These Terms and Conditions of Sale are governed by the laws of the State of Wisconsin, and the applicable federal laws and international treaties of the United States of America without regard to choice of law principles.  All disputes arising out of these Terms and Conditions of Sale shall be subject to the exclusive jurisdiction of the state courts in and for Waukesha County, Wisconsin (or, if there is federal jurisdiction, the United States District Court for the Eastern District of Wisconsin) and the parties hereby irrevocably agree to submit to the personal and exclusive jurisdiction and venue of such courts.  These General Terms and Conditions of Sale shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.  In the event these General Terms and Conditions have been translated into another language for convenience, the parties agree that the English language shall be the controlling language of these General Terms and Conditions of Sale.

14.   Entire Agreement

a.      These General Terms and Conditions of Sale together with Seller’s Quotation, Statement of Work and order acknowledgment or confirmation, constitute the entire agreement between the parties regarding Buyer’s purchases of Seller’s Services from Seller. If any provision of these General Terms and Conditions of Sale is held invalid, illegal or unenforceable, such provision will be reformed only to the extent necessary and all remaining provisions will continue in full force and effect.