Sales Terms
Pursuant to the written offer (the “Quote”) to sell certain services, support, hardware, and/or software products (the “Solutions”), which incorporates these TTC Terms and Conditions and the Provider’s Terms and Conditions (collectively, the “Terms and Conditions”), TTC, LLC, a Delaware Limited Liability Company (“TTC”), hereby sells to the client named on the Quote (“Client”) such Solutions referenced therein. TTC and Client shall be collectively referred to as the Parties.
legal@thetechconsortium.com
Contact Us1. Quote Acknowledgement
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THESE TERMS AND CONDITIONS AND THE QUOTE CONSTITUTE THE FINAL, COMPLETE, AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF, AND SUPERCEDE ALL PRIOR OR CONTEMPORANEOUS PROPOSALS, UNDERSTANDINGS, REPRESENTATIONS, WARRANTIES, PROMISES, AND OTHER COMMUNICATIONS, WHETHER ORALOR WRITTEN, RELATING TO SUCH SUBJECT MATTER (INCLUDING WITHOUT LIMITATION ANYPRIOR “STANDARD TERMS AND CONDITIONS” PUBLISHED BY CLIENT). ANY TERM OR CONDITION, ANY ORDER, CONFIRMATION, OR OTHER DOCUMENT FURNISHED BY THE CLIENT AT ANY TIME, THE CLIENT OF THESE TERMS AND CONDITIONS, AND THOSE OF THE SOLUTION(S) PROVIDER, IS DEEMED TO BE MADE BY THE CLIENT’S SIGNATURE ON THE QUOTE ICH IS IN ANY WAY INCONSISTENT WITH OR IN ADDITION TO THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS AND CONDITIONS AND THE QUOTE IS HEREBY EXPRESSLY REJECTED. CLIENT’S PURCHASE OF THE SOLUTIONS IS EXPRESSLY MADE IN RELIANCE ON CLIENT’ ASSENT TO THESE TERMS AND CONDITIONS. ACCEPTANCE BY CLIENT OF THESE TERMS AND CONDITIONS, AND THOSE OF THE SOLUTION(S) PROVIDER, IS DEEMED TO BE MADE BY CLIENT’S SIGNATURE ON THE QUOTE, AND/OR A PURCHASE ORDER.
THE CLIENT OF THESE TERMS AND CONDITIONS, AND THOSE OF THE SOLUTION(S) PROVIDER, IS DEEMED TO BE MADE BY THE CLIENT’S SIGNATURE ON THE QUOTE.
CLIENT ACKNOWLEDGES AND AGREES THAT: (A) THE QUOTE AND ANY WRITTEN ORDER TO PURCHASE THE SOLUTIONS (A “PURCHASE ORDER”) SENT BY CLIENT TO TTCIS MADE SUBJECT TO THESE TERMS AND CONDITIONS; (B) THESE TERMS AND CONDITIONS GOVERN THE RELATIONSHIP BETWEEN TTC AND CLIENT AND PREVAIL NOTWITHSTANDING ANY DISCREPANCY OR CONFLICT WITH ANY TERMS CONTAINED IN ANY PURCHASE ORDER, STATEMENT OF WORK OR OTHER AGREEMENT SUBMITTED BY CLIENT TO TTC; (C) ANYPRE-PRINTED OR OTHER TERMS OR CONDITIONS INCLUDED WITH, OR IN ANY OF THE DOCUMENTS REFERENCED IN ITEM (B), WILL HAVE NO EFFEC WHATSOEVER; (D) TTC RESERVES THE RIGHT TO REFUSE OR ACCEPT ANY PURCHASE ORDER SUBMITTED BY CLIENT WITHOUT ANY PENALTY OR LIABILITY, AT ITS SOLE DISCRETION; AND (E) TTC’SACCEPTANCE OF ANY PURCHASE ORDER IS MADE PURSUANT TO CLIENT’S ACCEPTANCE OFTHESE TERMS AND CONDITIONS.
2. Shipment & Delivery
TTC will accept the Client’s Purchase Orders under these Terms and Conditions for the requested delivery of Solutions under the Quote expiration date. The client is responsible for payment of all costs relating to the transportation and delivery of the Solutions. TTC will make reasonable efforts but will not be obligated to deliver the Solutions in accordance with the Client’s shipping instructions and choice of carrier. Without written shipping instructions from the Client, TTC shall select the carrier. If TTC chooses the carrier, TTC will schedule shipment subject to TTC’s shipping capacity at the time the Client’s order is accepted or as soon as reasonably practical after that. All products will be shipped by TTC F.O.B. origin to TTC’s point of shipment to the Client. Client assumes all risk once shipped unless freight insurance through TTC is purchased. TTC may make partial shipments of the Client’s orders, which will be separately invoiced and paid for when due. Delay in delivery of any installment shall not relieve the Client of its obligation to accept the remaining deliveries. Client agrees to pay a dock charge of 1% of the purchase price of the shipment per day if Client fails to pick up the shipment on the date scheduled by TTC.
3. Prices, Taxes, Insurance, Freight, Resale Restrictions, and Reporting Cookies
Prices for Solutions will be shown on one or more invoices submitted by TTC to the Client (the “Invoices”) for payment. Direct Order prices exclude all taxes, insurance, shipping and handling charges, and expenses related to the Client’s special packing requests (which must be approved in advance by TTC), which are the Client’s sole responsibility. For products identified as “sample,” “evaluation,” or “test” products (“Sample Products”) in each case as set forth on the cover page of this Acknowledgment, no resale rights are granted, and Client may not resale or transfer such products to a third party. For orders identified explicitly in the Quote as “Resale Orders,” the Client may resell products ordered thereunder (“Resale Products”) only in the US and Canada (“Territory”). Sale of Resale Products to other resellers or Client’s affiliates is strictly prohibited. For Resale Products, the Client will only sell the products in face-to-face transactions located in the Territory and will not market or sell the Resale Products using any Internet site or mail order catalog without specific written authorization by TTC. The Client agrees to provide weekly sell-through and inventory information for all inventory locations. It's important to note that the resale of any Solution(s) not explicitly marked on the Quote as Resale Products is strictly prohibited.
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4. Payment Terms
After approval by TTC, Client unconditionally commits to payments on the date of issuance of the Invoice by TTC to Client. TTC’s invoices submitted to the Client shall be due and payable in U.S. Dollars upon acceptance and creation of the Purchase Order. TTC may elect to extend credit terms. TTC reserves the right to charge Client interest on any delinquent balance. Interest is accrued daily for each day of delinquency at the lesser of (a) 20% per year or (b) the maximum rate permitted by law. TTC reserves the right to refuse shipment of Solutions to Client and/or halt services if any delinquent Invoices are outstanding. TTC reserves the right to invoice Client upon the shipment of Solutions to Client, and the completion of services, including whole or partial orders and regardless of whether such Solutions are shipped to Client by TTC or a Solution Provider, and payment will be due after the date of issuance of such Invoice. TTC may refuse to ship Solutions or begin/continue service on credit for any reason or no reason whatsoever. Neither payment by Client nor receipt by TTC of an amount lesser than the entire amount of an Invoice will be deemed other than on account of the earliest due amount. Neither any endorsement nor statement on any check or letter accompanying any check or payment shall be deemed an accord and satisfaction. TTC may accept any check or payment from Client or Client’s agent without prejudice to TTC’s right to recover the balance of any amount due or pursue any other remedy provided for in these Terms and Conditions. In connection with the foregoing, TTC will have the absolute right, at its sole discretion, to apply any payment received from Client to any account of Client that is not current and due and delinquent. Unauthorized deductions by the Client on payment of invoices to TTC for any reason will not be accepted. The Client agrees not to take such deductions without first receiving a credit memorandum from TTC.
5. Security Interest, Title, and Risk of Loss
Client hereby grants to TTC a security interest covering the shipment of Solutions made in the full amount of the Invoice for such shipment until payment on such Invoice is received in full by TTC. Client agrees to sign and execute any and all documents as required by TTC to protect such security interest in the purchased Solutions. Title and risk of loss or damage to hardware products shall pass to the Client upon delivery by TTC to the carrier at TTC’s point of shipment, provided that title to software and intellectual property rights therein is not transferred or licensed to the Client. Title to software, documentation, and all intellectual property rights embodied in the products are retained by TTC and/or its Solution(s) Providers.
6. Standard Order Procedure
Solutions may only be ordered by Client via e-mailed Purchase Orders, referencing a TTC Quote which incorporates these Terms and Conditions, stating the specific Solution(s) and applicable price. The Client may sign a TTC Quote to act as a Purchase Order. Purchase Orders will be subject to written acceptance by TTC, and delivery schedules will be established in accordance with Solutions availability and the Client’s credit standing. Shipping instructions are at TTC’s discretion to the address shown on the applicable Purchase Order and agreed to by TTC in writing. All Purchase Orders shall have a requested delivery date of As Soon As Possible unless otherwise specified on the Purchase Order. Client acknowledges that partial shipments may result in partial invoices. Client acknowledges that in the event any Purchase Order fails to reference these Terms and Conditions, these Terms and Conditions will nevertheless govern the relationship between TTC and Client.
Client is responsible for verifying accurate payment methods. TTC’s mailing address can be found at https://www.thetechconsortium.com. Banking information will be sent by email and should always be confirmed through a secondary non-email channel (generally a phone or video call with an TTC employee).
7. Change Orders, Cancellation and Rescheduling
Any changes to previously submitted Purchase Orders requested by Client must be provided by e-mail and are subject to approval by TTC. Requests to move the ship date forward or increase quantities of ordered Solutions will be granted subject to TTC’s ability to satisfy such request. Upon TTC’s approval prior to shipment, Client may make a written request via e-mail for cancellation. TTC exclusively maintains all rights to approve such a cancellation request in its sole discretion. No Solutions may be returned except in the event Client and TTC have mutually agreed in writing to a trade-in for different Solutions. TTC may, in its sole discretion and without liability or penalty, upon notice to Client, terminate and void any Purchase Order that has not yet shipped, with or without cause.
8. Client Covenants
If deemed necessary by TTC, Client shall provide a Point of Contact person to whom all TTC communications shall be addressed. The Point of Contact will provide information and resources in a timely manner as needed by TTC to enable TTC to complete the Solution delivery. The Point of Contact will be readily available to TTC when requested by TTC for the duration of the Solution delivery. Client’s Point of Contact person will be responsible for receiving any delivered Solutions and shall have full authority to provide any needed approvals for Client. Client will provide the appropriate technical staff to participate in the engagement activities as reasonably required by TTC.
Client shall comply with all applicable law and agrees not to remove or destroy any copyright notices, trademarks or other proprietary markings on the products, software, documentation, or other materials related to the products. Client shall not, and shall not knowingly permit any third party to, directly or indirectly: (a) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices placed on or embedded in the products; (b) reverse engineer, decompile, or otherwise attempt to derive source code from the products for any purpose; (c) create derivative works of the products; or (d) otherwise use the products in any manner other than as expressly authorized by TTC or the Solution Provider.
Client will: (i) conduct business in a manner that reflects favorably at all times on Solutions and the good name, goodwill and reputation of TTC; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to TTC or TTC’s Solutions; (iii) make no false or misleading representations with regard to TTC or TTC’s Solutions; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to TTC or TTC’s Solutions; and (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of TTC Solutions that are inconsistent with any literature distributed by TTC.
On orders for shipments outside the United States of America, all required import duties, licenses and fees will be payable by Client in addition to the stated prices for the Solutions.
9. Export Law Compliance
Neither TTC nor Client will export, directly or indirectly, any information acquired under these Terms and Conditions or any Solutions utilizing any such information to any country for which the government of the United States of America or any agency at the time of export requires an export license or other governmental approval, without first obtaining such license or approval. With respect to any transactions under these Terms and Conditions, both Parties will cooperate, in any reasonable manner, to effect compliance with foreign sales corporation rules as set forth in the Internal Revenue Code of 1986, as amended.
10. Solution Provider and Warranty Pass-Through
Client understands and agrees Solution(s) is/are subject to Solution(s) Provider’s own terms and/or conditions when applicable. All standard warranties offered by Solution(s) Provider shall pass from Solution(s) Provider to Client in all cases where the Client is the end user of the Solution(s). TTC hereby sells to Client the Solution(s) subject to Solution(s) Provider’s end user agreement(s), the terms of which Client will agree to abide pursuant to Client’s signature on the Purchase Order. If there is any conflict between the TTC Terms and Conditions and the Solution(s) Provider’s Terms and Conditions, or any applicable end user agreement, then The Solution(s) Provider’s Terms and Conditions and /or end user agreement shall control. Client may be required to execute a customer agreement with the Solution(s) Provider, and Client understands it may not have access or full use of Solution(s) until the execution of such agreement. In the event TTC, or its Solution(s) Provider, must be on-site, Client agrees to not require waivers of liability as a requirement for site access.
Client agrees and understands that TTC’s will not be responsible, legally or otherwise, to Client for any Solution(s) Provider’s product or service warranty, including any limited warranty (“Warranty”). Client and TTC agree that any Solution Warranty shall benefit Client as the Solution(s) end user. Any Solution(s) Warranty provided by said Solution(s) Provider may not cover (a) any Solution(s) which have been altered or modified by Client, including, without limitation, any change, addition or improvement, and (b) any damage, defects, malfunctions or service failures caused by: (i) Client’s failure to follow the original Solution(s) Provider’s environmental, installation, operation or maintenance specifications or instructions; (ii) modifications, alterations or repairs made other than by TTC or the original Solution(s) Provider; (iii) Client’s mishandling, abuse, misuse, negligence or improper storage, servicing or operation of the Solution(s) (including, without limitation, use of Solution(s) that is not designed or suitable for use in conjunction with the Solution(s) purchased from TTC); and (iv) power failures, surges, fire, flood, accident, or other events outside TTC’s control. Repairs necessitated during the Warranty period by any of the foregoing causes specified in this Section 11 may be made by TTC, at its sole discretion, and Client will pay TTC standard charges for time and materials, together with all shipping and handling charges arising from such repairs.
CLIENT ACKNOWLEDGES AND AGREES THAT TTC DOES NOT PROVIDE ANY WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SOLUTIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11. Referral Fees Business Model
TTC engages in its business activities based on opportunities referred through our network. The Client acknowledges that various third parties, including but not limited to sales representatives, engineers, service providers, consultants, and vendors, may receive financial compensation as part of our operational framework. The Client agrees to this business model and understands that they are neither entitled to any such compensation nor shall they consider these fees as potential damages or grounds for claims in any respect.
12. Limitation of Liability
IN NO EVENT, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) WILL TTC BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFIT, LOSS OF BUSINESS, DELAY, FORCE MAJEURE, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SALE, SOLUTION PROVIDER TERMS AND CONDITIONS (INCLUDING INACCESIBILITY OF OR MODIFICATIONS TO SUCH TERMS AND CONDITIONS), INSTALLATION, MAINTENANCE, USE, PERFORMANCE, FAILURE OR INTERRUPTION OF SOLUTIONS SOLD UNDER THESE TERMS AND CONDITIONS.NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, TTC’S MAXIMUM LIABILITY FOR DAMAGES HEREUNDER WILL NOT EXCEED THE PURCHASE PRICE OF THE SOLUTIONS PURCHASED UNDER THESE TERMS AND CONDITIONS, OR TEN THOUSAND DOLLARS ($10,000.00), WHICHEVER IS LESS. THIS DISCLAIMER OF LIABILITY FOR DAMAGES WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREUNDER WILL FAIL. CLIENT HAS ACCEPTED THIS DISCLAIMER OF LIABILITY FOR DAMAGES AS PART OF A BARGAIN TO LOWER THE PRICE OF THE SOLUTIONS AND UNDERSTANDS THAT THE PRICE OF THE SOLUTIONS WOULD BE HIGHER IF TTC WERE REQUIRED TO BEAR ADDITIONAL LIABILITY FOR DAMAGES.
13. Solutions Changes
TTC reserves the right to change, improve, or add Solutions or discontinue any Solutions at any time.
14. Indemnity
Client agrees to indemnify, defend, and hold harmless TTC and its officers, directors, employees, agents, affiliates, successors, and permitted assigns from any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (inclusive of reasonable attorney’s fees), including claims of infringement, made against TTC as a result of any act, alleged negligence, breach, injury, violation of applicable law, misrepresentation, error or omission on the part of Client or its affiliates, directors, officers, employees, agents or representatives.
15. Force Majeure
TTC will not be liable to Client for any alleged loss or damages resulting from the delivery of the Solutions being delayed by unforeseeable and unavoidable events including but not limited to acts of Client, acts of civil or military authority, governmental priorities or sanctions, acts of god, fire, floods, an earthquake, a hurricane, a tornado, an epidemic, a pandemic, COVID-19, quarantine, energy crises, strikes, labor trouble, war, riots, accidents, shortages, delays in transportation, or any other causes beyond the reasonable control of TTC.
16. Waive
A waiver of any default, or of any of these Terms and Conditions, will not be deemed to be a waiver of any other default or of any other term or condition, but will apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in these Terms and Conditions will be without prejudice to the right to exercise any other right or remedy provided by law or equity.
17. Severability
In the event any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions will remain in full force and effect in such jurisdiction and will not in any way affect or impair the validity, legality or enforceability of any other provision in these Terms and Conditions.
If you have any questions about this Privacy Policy, please contact us at TTC Legal: 2607 Woodruff Rd Ste 3076 - Simpsonville, SC 29681.
18. Assignment
Assignment of these Terms and Conditions by either Client or TTC will be prohibited without the express written consent of the other party; provided, that (a) TTC reserves the right to subcontract any support or maintenance obligation in connection with the sale of such Solutions, and (b) either party may assign these Terms and Conditions and its rights and obligations hereunder upon written notice to the other party in connection with a merger, sale of substantially all of its assets or capital stock, or other change in control. Any other attempted assignment in violation of this provision will be null and void.
19. Governing Law; Venue
These Terms and Conditions will be construed in accordance with, and all disputes hereunder will be governed by, the laws of the State of South Carolina. Both Parties agree that any action, suit or proceeding arising out of or relating to these Terms and Conditions will be initiated and prosecuted in a state court or United States District Court located in Greenville County, South Carolina, and the Parties irrevocably submit to the jurisdiction of any such court.
20. Modifications
TTC retains the right to modify the Terms and Conditions or any aspect of it, at any time. TTC will provide Client with notice of Terms and Condition changes through its webpage. Client is responsible for regularly checking these Terms and Conditions, including checks in connection with each new Purchase Order. Client’s continuing participation in, and performance under, the Terms and Conditions shall be deemed to be Client’s acceptance of such changes as of the effective date of any Terms and Condition modifications.
21. Attorney's Fees
In any action to enforce these Terms and Conditions, the Client and TTC shall each bear their own attorney fees and costs.
22. Confidentiality
Both parties agree to take all reasonable measures to keep in confidence the execution of these Terms and Conditions, pricing information, and the confidential data and information of any party, including data and information from the Solution Provider, that another party may know or access during its course of dealings (“Confidential Information”), and shall not disclose or make available such Confidential Information to any third party without the prior written consent of the party providing the information.
Last Modified 06/07/2024
