Terms And Conditions of sale license of hardware
1.1. Where used in these Terms and Conditions of Sale/License of Hardware:
1.1.1. “Customer” means you or any of your subsidiaries purchasing Product from MultiComm.
1.1.2. “Conditions” means these Terms and Conditions of Sale, or if applicable, license of Products.
1.1.3. “Contract” means any agreement for the purchase and sale (or if applicable, license) of Products between MultiComm and Customer which result from a Purchase Order submitted to and accepted by MultiComm under these Conditions.
1.1.4. “Contract Date” means the date upon which a Purchase Order is accepted by MultiComm.
1.1.5. “Force Majeure” means, without limitation, any acts of God, government, war, terrorism, riot, fire, floods, earthquakes, explosions, strikes, lockouts, cessation of labour, trade disputes, breakdowns, accidents of any kind or any other causes which, in all cases, are beyond the reasonable control of MultiComm (including delay or shortages by its Suppliers).
1.1.6. “Products” means the hardware, software, or any combination thereof, and related documentation, identified in the Website, https://multicommsolutions.com/termsofequipment ducts shall be new or like-new, unless Customer requests refurbished Product. MultiComm will fulfil Purchase Orders for refurbished Product to the extent MultiComm has refurbished Product available.
1.1.7. “Purchase Order” means Customer’s submission of a written or electronic order for Products through the Website or other documentation indicating name, quantity and pricing of Products to be purchased.
1.1.8. “MultiComm” means MultiComm, Inc. and its subsidiaries.
1.1.9. “Supplier” means the supplier, licensor, publisher, manufacturer or other third party provider of Products.
1.1.10. “Website” means the portal hosted by MultiComm through which Products are made available for purchase.
1.2. As used in these Conditions, (i) any reference to a statute shall be construed as a reference to that statute as amended, re-enacted or otherwise modified from time to time, (ii) the term “including” will always be deemed to mean “including, without limitation”, (iii) a definition is equally applicable to the singular and plural forms of the feminine, masculine and neuter forms of the term defined, and (iv) any headings in these Conditions are for convenience only and shall not affect the interpretation of any terms.
2. General Ordering Terms
2.1. Customer may purchase Products under these Conditions by issuing a Purchase Order to MultiComm. Only a Purchase Order submitted by Customer shall constitute an offer to contract subject to these Conditions. All Purchase Orders are subject to acceptance by MultiComm.
2.2. No additional or alternative terms or conditions or any alteration to these Conditions proposed by the Customer contained or referred to in a Purchase Order or other form submitted to MultiComm shall be deemed to apply unless they are expressly accepted in writing by an authorized representative of MultiComm with respect to that Purchase Order.
2.3. Customer’s subsidiaries shall be defined as any entity which the Customer controls or owns more than 50% of its shares. Customer guarantees full and prompt payment to MultiComm of any sums as they fall due for any Purchase Orders placed hereunder by Customer’s subsidiaries.
3. Cancelling & Rescheduling Purchase Orders
3.1. Except as set forth below, no Purchase Order which has been accepted by MultiComm may be cancelled or rescheduled by Customer without express written agreement by MultiComm.
4. Limited Product Return Right
4.1. Product may be returned by Customer in its original packaging, including all components, manuals, cables, etc. for any reason within thirty (30) days of delivery of the Product (“Return Period”), and MultiComm will accept the return and provide a refund to Customer of the price paid by Customer for the Product, or a lesser amount depending on the condition of the returned Product, as set forth below. The refund shall also include taxes and any fees, duties and similar charges that were paid by Customer to MultiComm and which are refundable. The refund will not include the shipping fees associated with the purchase of the Product and such refund shall be less any restocking fees that may be incurred (up to a maximum restocking fee of 20% of the Purchase Order). The amount of the refund will be dependent on the condition of the returned Product, such condition determined solely by MultiComm. If the Product is, in MultiComm’s sole discretion, in such a condition that it cannot be resold, no refund will be provided. Customer shall contact MultiComm to arrange for any such return. All returns under this Section 4 are subject to a processing fee (which includes shipping charges to return the Product) and restocking fee equal to 20% of the total Purchase Order (a “Return Processing Fee”) a, that shall be charged to Customer by MultiComm. The Return Processing Fee will be assessed on each returned Product and will be collected at the time of processing Customer’s return request. Any returns after thirty (30) days of delivery of Product will not be accepted for any reason other than as provided for in Section 10 for defective Products.
5.1. The price of Products on the Contract Date shall be the quoted price. All prices and charges are exclusive of the cost of shipping, delivery and insurance, if any, as well as applicable value added tax (VAT), sales, use, consumption, privilege, gross sales tax (GST), and other taxes (other than taxes based upon MultiComm’s net income), duties or customs fees for which the Customer shall be additionally liable for paying. In addition, prices exclude any copyright levies, waste and environment fees and similar charges that MultiComm by law or statute may charge or collect upon in accordance with such laws or statutes.
5.2. Customer will be responsible for any sales, uses, excise, value added, services, consumption, and other taxes and duties payable by Customer on any Products purchased by Customer where the tax is imposed on Customer’s acquisition or use of such Products and the amount of tax is measured by Customer’s costs in acquiring such goods or services. Customer shall make all payments of any such taxes to MultiComm without reduction for any withholding taxes, which shall be Customer’s sole responsibility. All taxes shall be paid by Customer to MultiComm unless Customer provides MultiComm with a valid certificate of exemption acceptable to the appropriate taxing authority.
6. Invoicing and Payment
6.1. Customer shall pay the purchase price, without any deduction or set-off, within thirty (30) days from the date of the invoice or upon delivery to Customer, whichever is earlier. Invoices shall be issued by MultiComm to Customer upon delivery of the Products in accordance with
6.2. Customer shall make payment to MultiComm in the currency indicated on the invoice.
6.3. All express deliveries may be subject to additional shipping charges regardless of invoice value.
6.4. If: (i) Customer fails to make any payment under any Contract when due; (ii) Customer is a corporate body and any resolution or petition to wind up Customer’s business (other than for the purpose of merger or reconstruction) is passed or presented; or (iii) Customer is an individual or a partnership, and any grounds arise for the application for a bankruptcy order made under applicable bankruptcy and/or insolvency laws (an “Act of Bankruptcy”), then, without prejudice to any other right or remedy available to MultiComm, the full price of all Products delivered to Customer under any Contract, but not paid, shall become immediately due (notwithstanding any previously agreed credit terms) and MultiComm may take any or all of the following courses of action:
6.4.1. by notice, suspend or terminate any Contract or any part thereof, without liability, stop any Products in transit and, at its discretion, subject to Section 8, enter Customer’s premises to recover Products for which payment has not been made in full;
6.4.2. charge Customer interest, both pre- and post-judgment, on any unpaid amount past due, at the rate of 1.5% per month, or the maximum rate allowed by law, until full payment is made. For clarity, a part of a month shall be treated as a full month for the purpose of calculating interest;
6.4.3. set-off any amounts due against any credit note, balance or other liability issued by MultiComm to Customer;
6.4.4. appropriate any payment made by Customer for such Products as MultiComm may deem fit (notwithstanding any purported appropriation by Customer); and/or
6.4.5. alter Customer’s payment terms, which may include withdrawing or altering any credit limit previously granted, requiring prepayment, and demanding adequate assurance of due performance by Customer through the provision of a bank guarantee.
7. Delivery, Risk of Loss, and Title
7.1. Customer agrees that all deliveries of Products (including deliveries after repair or replacement) will be made as follows:
7.2. Delivery. Unless MultiComm provides Customer with express written confirmation of a different delivery term, all deliveries of Products will be made FCA (INCOTERMS 2010) at the delivery point specified by MultiComm. Notwithstanding the agreed delivery term, MultiComm may charge Customer for shipping and handling charges, which may be reflected as a separate line item on MultiComm’s invoice.
7.3. Title and Risk of Loss. Title and Risk of Loss to all Products will pass to Customer when the Products are transferred to a carrier at MultiComm´s designated shipping location. Title to Software provided under this Agreement will remain solely with MultiComm and its licensors. Notwithstanding the foregoing, should Customer fail to pay MultiComm for Products within thirty (30) days of shipment, Title may, in MultiComm’s sole discretion revert back to MultiComm upon written notice to Customer.
7.4. Any dates quoted for delivery of the Products are approximate only and MultiComm shall not be liable for any delay in delivery of the Products however caused. Any Products may be delivered by MultiComm in advance of the quoted delivery date upon giving reasonable notice to Customer.
7.5. If the destination of the Products is not in the same country as MultiComm’s designated shipping location, MultiComm may arrange on behalf of the Customer, for its shipping vendor to deliver the Products in the destination country. The foregoing is the understanding that: i) the shipment of the Products to the destination country is permitted by MultiComm, its Supplier, OEMs, and applicable regulations; ii) the delivery term will remain FCA (Incoterm 2010) MultiComm’s designated shipping point; iii) Customer remains responsible for all charges as described in Section 5; iv) MultiComm shipping agent accepts to manage the exportation and importation of the Products for the Customer; and, v) Customer will remain responsible for import and export regulations and compliance with applicable laws, including without limitation Section 15 Compliance with Laws of these terms.
7.6. Claims for non-delivery of Products must be made in writing to MultiComm within five (5) working days from: (i) the date of invoice; or (ii) receipt of partial delivered of the Products, if any. Customer agrees to notify MultiComm promptly in the event Customer receives the invoice prior to receipt of the Products.
7.7. Customer agrees to accept partial delivery of Products ordered unless otherwise mutually agreed by the parties in writing. Where the parties agree in writing that a shipment must be sent complete, Customer agrees to accept allocations of Product in the event of shortage by Supplier. Where the Products are delivered in installments, each delivery shall constitute a separate Contract. Failure by MultiComm to deliver any one or more of the installments in accordance with these Conditions or any claim by Customer in respect of any one or more instalments shall not entitle Customer to treat a Contract as repudiated or to cancel any other installment.
7.8. If Customer fails to take delivery of the Products within 48 hours after the scheduled date of shipment, or fails to give MultiComm adequate delivery instructions in its Purchase Order, then, without prejudice to any other right or remedy available, MultiComm may: (i) store the Products until actual delivery and charge Customer for the reasonable costs thereof, including insurance costs; (ii) terminate the Contract forthwith and sell the Products; or iii) ship the Products by a freight forwarder to Customer´s business location business location indicated in the correspondent purchase order with Customer remaining responsible for all reasonable freight and insurance costs. Title and Risk of Loss will pass when the Products are transferred to the freight forwarder at MultiComm´s, or its Supplier’s, designated shipping location.
7.9. Customer shall bear any and all costs (including original and return carriage costs) associated with any unjustified refusal of delivery of Products ordered pursuant to a Contract.
7.10. Customer’s right to possess any Products, for which payment has not made shall immediately cease: (i) after the appointment of a receiver to its property; (ii) after it has been placed in liquidation or administration; (iii) when and if Customer makes an arrangement for the benefit of creditors generally, suffers or permits the appointment of an administrator, administrative receiver or receiver for its business or assets, or avails itself or becomes subject to any proceeding under any applicable bankruptcy laws; (iv) if Customer is unable to pay its debts within the meaning of applicable bankruptcy and insolvency laws; (v) if Customer, not being a company, has become bankrupt; or (vi) if Customer otherwise ceases to trade or threatens to cease to trade.
8. Publications & Specifications
8.1. Any and all specifications, descriptions, photographs, measurements, capacities or illustrations contained in any catalogues, price lists, brochures, leaflets, proposals, advertising matter, publications of MultiComm or a Supplier are intended to be illustrative and approximate only and shall not form part of a Contract or constitute a representation, warranty or condition regarding any Products unless specifically agreed by written agreement between the Customer and MultiComm. No employee or agent of MultiComm (or any entity acting on MultiComm’s behalf) has any authority to make any representation regarding the Products. Customer acknowledges that it has not been induced to accept these Conditions by any representations or statement, oral or written, not expressly contained herein.
9.1. Customer understands that MultiComm is not the Supplier of the Products. Accordingly, all Products are sold subject to the express warranty terms, if any, specified by the original Supplier of the Products. Any software supplied to Customer pursuant to a Contract is supplied subject to the provisions of the Supplier’s licensing terms. MultiComm will pass through to Customer all warranties that MultiComm is expressly authorized by the original Supplier to pass through to Customer.
9.2. MultiComm represents and warrants that title to all Products shall be free from all security interests, liens, and encumbrances at the time of delivery to Customer. The foregoing shall not be construed, and MultiComm does not provide, any warranty against infringement of a third-party intellectual property right. Any warranties, conditions or other terms implied by common law or statute or otherwise in connection with these Conditions (except to title, in the case of Products) are hereby expressly excluded to the fullest extent permitted by law, save for fraudulent misrepresentation.
10. Warranty Assistance
10.1. For all Returned Products (whether pursuant to a Warranty Claim or otherwise) MultiComm will, on the Customer’s behalf, initiate an RMA request with Supplier. Following an RMA request, MultiComm shall issue an RMA number and issue a shipping label to Customer via electronic exchange (an “RMA”).
10.2. Customer shall immediately notify MultiComm if any Products supplied to Customer prove to be defective in quality or condition within the Supplier’s warranty period (the “Claim”). Upon receipt of notification of such Claim, MultiComm shall notify Customer whether, as a matter of Supplier policy, the Claim must be handled directly with the Supplier or indirectly through MultiComm. In the event the Claim must be handled directly between Customer and Supplier, MultiComm shall provide contact information to enable Customer to contact Supplier. In the event the Claim will be handled by MultiComm, then MultiComm shall provide Customer with a return material authorization (“RMA”) for Customer to return the Products to MultiComm, and Customer shall return such Products to MultiComm in accordance with these Conditions and MultiComm’s then current RMA policy (which shall be made available to Customer upon request).
10.3. No Products may be returned to MultiComm without a valid RMA number displayed on the Products packaging. Any Products returned without a valid RMA number displayed on the Products packaging will be refused or returned. MultiComm shall not be obligated to ship replacement Products to Customer until MultiComm is in receipt of the original Products being returned. Notwithstanding the foregoing, upon receipt of notification of any warranty claim within the first ninety (90) days after receipt of the Product by Customer, MultiComm shall process such warranty claim per Supplier procedures and ensure the shipment of a replacement Product to Customer. Replacement Product may be new or used. After the first ninety (90) days from receipt of the Product by Customer, and unless otherwise directed by MultiComm, the Customer must contact the Supplier directly for any warranty repair or replacement services. Customer shall be responsible for any such shipping costs for warranty claims made after such initial ninety (90) day period.
10.4. During the first ninety (90) days after Customer’s receipt of the Product, MultiComm is responsible for all shipping fees associated with a valid warranty claim (including, without limitation, both return of the defective Product and shipment of the replacement Product), which shall be determined in MultiComm’s reasonable discretion.
10.5. Customer agrees that MultiComm’s sole liability to Customer regarding any Product defect claims is limited to the administration of such claims with the Supplier, and as set forth herein. After the first ninety (90) days from Customer’s receipt of Product, MultiComm’s liability to Customer regarding any Product defect claims is limited to and is expressly contingent upon MultiComm’s ability to obtain a refund, credit or replacement Products from the Supplier. MultiComm has no obligation to accept a return of Products where the Customer fails to comply with Supplier’s policy on Product returns.
10.6. MultiComm shall not be liable or responsible for administering any defect or other claim which arises from normal wear and tear, misuse, negligence, accident, abuse, use not in accordance with Supplier’s Product documentation, modification or alteration not authorized by Supplier, or use in conjunction with a third party product. MultiComm reserves the right to determine whether any Products are defective.
11. Warranty Returns
11.1. Any Products returned pursuant to an RMA issued by MultiComm must be shipped to MultiComm within five (5) business days of the date of such RMA. Following an RMA request, MultiComm shall issue an RMA number and issue a shipping label to Customer via electronic exchange.
11.2. Customer irrevocably authorizes MultiComm to carry out any necessary tasks related to the repair or replacement of Products on behalf of Customer under these Conditions.
11.3. Unless MultiComm collects Products using its own carrier, Customer agrees that MultiComm shall not be liable for any loss or damage to Products returned to MultiComm.
12. Limitation of Liability
12.1. Multicomm’s liability for any direct loss or damage arising out these conditions and any contract for the sale and purchase of products hereunder shall be limited to, and shall under no circumstances exceed the price paid by customer for the products giving rise to the claim (excluding applicable taxes). Multicomm shall have no liability under these conditions or any contract if Multicomm has not received payment of the total invoice price of the products giving rise to the claim.
12.2. Except as expressly provided in these conditions, Multicomm and its suppliers shall not be liable to customer for any financial, consequential or other loss or damage caused to customer by reason of any representation, warranty (either express or implied), condition or other term, or any duty at common law; or for any special, indirect, incidental or consequential damages (including loss of profits, revenue, records or data, costs of procurement of substitute products, damage to reputation or goodwill, or any matter beyond its reasonable control) or for any other claims for compensation however caused (whether caused by the negligence of Multicomm, its employees, agents, suppliers or otherwise) which arise out of or in connection with these conditions or a contract hereunder, even if Multicomm or its suppliers have been advised of the possibility of such loss, liability or damages.
13. Intellectual Property Rights
13.1. Customer acknowledges that the Products are the intellectual property of the Suppliers and, to the extent any logos, copyrights, trademarks, or similar intellectual property of MultiComm or its partners are affixed to Products, MultiComm or its partners, as applicable. Nothing contained herein shall be deemed to grant any right or title to such intellectual property to Customer. Customer further agrees not to translate, reverse compile or disassemble any software. Customer will not remove, alter or destroy any form of copyright notice, proprietary markings, serial numbers, or confidential legends placed upon or contained within any Products.
13.2. Customer understands and agrees that MultiComm will not and has no duty to indemnify, defend or hold Customer or a third party harmless from or against any claims, losses, liabilities, damages, costs and expenses, judgments or settlement amounts arising out of or in connection with the actual or alleged infringement of a third party’s intellectual property rights, except and only to the extent that a Supplier has expressly agreed to offer such indemnification and defense to Customer on a pass through basis. In addition, MultiComm will pass through to Customer all indemnities made available by Supplier that Supplier has expressly authorized MultiComm to pass through to Customer.
13.3. Nothing contained herein shall be construed as authorizing or granting to Customer any right or license to use any logo, trademark or trade name of MultiComm, or any Supplier, any license of which shall be subject to separate agreement including any then current policies of MultiComm, or its Suppliers, as appropriate.
14. Force Majeure
14.1. Neither party shall be liable to the other party or be deemed in breach of these Conditions or any Contract by reason of delay or failure to perform if such delay or failure to perform was caused by Force Majeure.
14.2. In the event of a Force Majeure event: (i) the party claiming Force Majeure shall, as soon as commercially practicable, notify the other party of such Force Majeure event provided the notifying party shall incur no liability for its failure to give such notice; (ii) the notifying party’s duty to perform shall be suspended for the duration of the Force Majeure event; and (iii) the time of performance for the party impacted by the Force Majeure event shall be extended by a period equal to the duration of said Force Majeure event.
14.3. In the event a Force Majeure event should continue for more than forty-five (45) days, either party may, by written notice to the other, cancel a Contract insofar as Products remain undelivered under said Contract. Upon such cancellation, MultiComm shall have no obligation to deliver and Customer will have no obligation to accept delivery of or pay for the undelivered Products, but the Contract shall remain in full force and effect regarding all Products delivered prior to the date of cancellation.
15. Compliance with Laws; Export
15.1. Customer acknowledges that the Products and any technical data related thereto is licensed or sold subject to and controlled by the export laws of: (i) the United States (“US”) including its Export Administration Regulations; (ii) the European Union (“EU”) and countries within the European Free Trade Area (“EFTA”); and (iii) any other government with jurisdiction (collectively the “Export Control Laws”) and Customer hereby agrees not to export, re-export or otherwise distribute Products, or direct products thereof, in violation of any Export Control Laws. Customer acknowledges that the US government and/or the member states of the EU and EFTA, or another country’s government, may require licensing or other authorization prior to export.
15.2. Customer warrants that it will not export or re-export any Products with knowledge that they will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless Customer has obtained prior written approval from the appropriate department of the US Government or any other government with jurisdiction. Customer further warrants that it will not export or re-export, directly or indirectly, any Products to embargoed countries or sell Products to prohibited companies or individuals, as defined by applicable Export Control Laws.
15.3. It is Customer’s sole and exclusive responsibility to obtain any and all appropriate approvals from the applicable government entities, which may include the US government, the United Kingdom, and/or member states of the EU and EFTA or any other government with jurisdiction, prior to exporting such Products, or any technical data related thereto, from the country where the Products were delivered by MultiComm pursuant to Section 7 Customer will also be responsible to comply with the importation regulations applicable in the country of destination of the Products. MultiComm shall not be responsible for any costs, importation duties, liabilities or damages resulting from Customer’s failure to obtain any such required authorization. Customer understands that the Export Control Laws and importation laws may change from time to time. It is Customer’s sole and exclusive responsibility to obtain guidance of counsel or other appropriate channels to ensure its compliance with these laws.
15.4. Customer and MultiComm warrant they will not take any action or permit or authorize any action which will render the other party liable for a violation of any applicable anti-corruption and anti-bribery laws and: (a) will not violate or cause the other party to violate such laws in connection with the sale and distribution of the Products; and (b) will notify the other party in writing if any of its owners, partners, principals, directors or officers are or become officials, officers or representatives of any government or political party or candidate for political office.
15.5. Customer shall comply with all applicable laws pertaining to hazardous substances, and electric or electronic waste, which may include, but is not limited to, EU Directives 2002/95/EC (Restriction on Hazardous Substances) and 2002/96/EC dated January 27, 2003 (Waste Electrical and Electronic Equipment) (“WEEE”) generally and as instated within each country into which Products are imported, exported or otherwise distributed by Customer, such obligation which shall include registering as a “producer” under applicable WEEE legislation.
15.6. Customer shall indemnify, defend and hold MultiComm harmless from any violation or alleged violation by Customer of the terms of this Section. Upon MultiComm’s request, Customer agrees to confirm, in writing, its compliance with applicable Export Control Laws and applicable importation regulations.
16. Additional Terms of Sale
16.1. Notwithstanding anything to the contrary herein, MultiComm and its Suppliers reserve the right to make any changes in the specifications of the Products, without notice to Customer, which are required in order to conform to any statutory or other legal requirements or which do not materially affect the performance of the relevant Products.
16.2. Any Products which are subject to guidelines, restrictions or provisions imposed by a Supplier are sold, supplied and delivered to Customer subject to any such guidelines, restrictions or provisions, which will be provided to Customer upon request.
17. Choice of Law & Venue
17.1. These Conditions and any dispute, claim or controversy arising out of, or relating to these Conditions, including formation, interpretation, breach or termination of these Conditions, a Purchase Order, or a Contract, will be governed by State of California law, excluding Conflict of law principles. The parties agree to submit to the sole and exclusive jurisdiction and venue of the federal and state courts of Orange County, California over any matter arising out of these Conditions and any orders placed under them.
17.2. Each party waives any right it may have to claim that the chosen jurisdiction under these Conditions is not a convenient forum and expressly waives any right to a jury trial regarding disputes related to these Conditions.
18.1. Assignment. Customer may not transfer or assign these Conditions to a third party by operation of law or otherwise without the prior written consent of MultiComm. MultiComm may assign any Purchase Order or these Conditions, in whole or in part without the consent of the Customer. MultiComm shall endeavor to provide prompt notice of any assignment to the Customer. Any assignment in violation of this Section shall be void.
18.2. Waiver. Failure by either party to enforce any provision of these Conditions or a Contract shall not be deemed a waiver of the right to thereafter enforce that or any other provision of these Conditions or a Contract.
18.3. Severability. In the event that any provision of these Conditions is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of these Conditions will remain in full force and effect.
18.4. Notices. All notices shall be in writing and shall be sufficiently given if delivered by email to Customer’s registered address in its MultiComm Admin Portal, personally or by a reputable overnight carrier with proof of delivery or mailed by registered mail to Customer at the address provided by Customer in Customer’s MultiComm Admin Portal, and to MultiComm a Digital Comm Inc. Company at 2331 W, Lincoln Avenue, Suite 100, Anaheim, CA 92801, Attention: Customer Service, or to such other address or addressee as either party may, from time to time, specify by notice in accordance with this Section. Notices shall be deemed given upon receipt by the addressee.
18.5. Relationship of the Parties. The relationship of MultiComm and Customer shall not be that of partners, agents or joint venturers for one another, and nothing contained in these Conditions or a Contract shall be deemed to constitute a partnership or agency agreement between the Parties for any purposes. MultiComm and Customer shall be independent parties and shall discharge their contractual obligations at their own risk subject to the terms of these Conditions.
18.6. Insurance. Customer shall obtain and maintain, at its expense, commercial general liability insurance to cover liabilities attributable to the goods and/or services and Customer’s conduct in performance of its obligations hereunder in such amounts and with such companies and containing such other reasonable provisions satisfactory to Multicomm. Customer’s insurance will be considered the primary coverage for claims relating to the goods and/or services. Customer shall maintain workers’ compensation insurance in compliance with applicable law. If requested by Multicomm, Customer will submit certificates of insurance, in which Multicomm shall be named as an additional insured party and loss payee for equipment. If Customer does not provide Multicomm with certificates of insurance when requested or if, in Multicomm’s opinion, Customer’s insurance coverage does not provide adequate coverage, and Customer does not furnish evidence of acceptable coverage within fifteen (15) days after Multicomm so notifies Customer, Multicomm shall have the right to: (a) immediately terminate any applicable Purchase Order(s) and all outstanding authorizations of expenditure in whole or in part; or (b) withhold payment for the goods until evidence of acceptable coverage is provided. Customer shall not pursue any claim against Multicomm relating to the goods until Customer first makes claim against Customer’s insurance.
19. Entire Agreement
19.1. These Conditions and any Contracts entered into between MultiComm and Customer constitute the entire agreement between the parties as to the subject matter hereof and supersedes and cancels any and all of Customer’s terms and conditions, or other written or oral agreements previously existing between the parties and/or their affiliates with respect to such subject matter. Customer acknowledges that it is not entering these Conditions on the basis of any representations not expressly contained herein. Every Contract for the sale and purchase of Products as defined herein between MultiComm and the Customer or any of its subsidiaries shall be subject to these Conditions, unless Customer and MultiComm have signed a separate agreement regarding the subject matter herein, in which case the separate agreement will govern. Customer shall be deemed to have accepted these Conditions by the earlier of: (i) indicating acceptance to these Conditions through the Website, (ii) submitting a Purchase Order through the Website; or (iii) accepting Products from MultiComm.