This Customer Agreement (this “Agreement”) is by and between LTT Partners LLC DBA SCVS (“SCVS”), an Oregon limited liability corporation, with offices located at 48 Southeast Bridgeford Boulevard Ste 220 Bend, OR 97702, and a customer who purchases products or receives services from SCVS (the "Customer"). Each of SCVS and Customer may be referred to as a “Party” or collectively as the “Parties.”
1. Product Resale.
Customer desires to obtain hardware and software products from SCVS for valuable consideration as agreed upon and defined in a purchase order (the “Products”), and SCVS is an authorized reseller of the Products;
2. Services.
Customer desires to obtain installation, project management, electrical, consulting, or other services from SCVS and its third-party service providers (the “Services”), and SCVS, by accepting a request for Services by issuing or accepting a Statement of Work, desires to provide the Services.
3. Terms and Conditions.
SCVS is willing to provide the Products to Customer under the terms and conditions of the Sales Terms, and Customer agrees to the Sales Terms. SCVS is willing to provide the Services under the terms and conditions of the Terms of Service, and Customer agrees to the Terms of Service.
4. Warranties.
Customer has read, understands, and agrees to the Waiver and Limitation of Liability.
5. Term.
This Agreement shall commence on the date of acceptance by the Customer (the “Effective Date”) and remain in effect until terminated as set forth below (“Termination”).
6. Termination.
Either Party may terminate this Agreement, in part or in whole, without cause upon providing thirty (30) days’ advance written notice of termination to the other Party. This Agreement may also be terminated With Cause. “With Cause” shall mean: either Party (i) commits a crime involving dishonesty, breach of trust, or physical harm to any person; (ii) willfully engages in conduct that is in bad faith and materially injurious to another Party, including but not limited to misappropriation of trade secrets, fraud, or embezzlement; (iii) commits a material breach of this Agreement, which breach is not cured within the Cure Period as specified below; (iv) willfully refuses to implement or follow a lawful policy or directive as specified in the Terms and Conditions, which breach is not cured within the Cure Period as specified below; or (v) engages in misfeasance or malfeasance demonstrated by a failure to perform contractual duties diligently and professionally. To effect a With Cause termination, the non-breaching Party shall deliver to the breaching Party a written notice detailing the nature of the breach and giving the breaching Party ten (10) days to cure its breach (the “Cure Period”). If the breaching Party is able to cure its breach to the satisfaction of the non-breaching Party within the Cure Period, then this Agreement shall remain in full force and effect. Otherwise, this Agreement shall terminate immediately upon the expiration of the Cure Period. If the Agreement is terminated With Cause, the breaching Party shall immediately reimburse the non-breaching Party for all costs, fees, interest, and damages, including reasonable attorney’s fees, arising under or related to the breach. Termination of the Agreement shall not affect termination of a purchase order that has been accepted, which may be terminated only according to its terms.
7. Billing and Payment.
SCVS shall submit invoices to Customer that detail the nature, time, and amount of Products, as well as the cost of such Products, provided to Customer pursuant to this Agreement. Unless otherwise specified in a purchase order or Statement of Work, the following terms shall apply:
a) Invoicing.
Customer shall pay all invoices within 15 days of the invoice date. Customer shall make all payments hereunder by wire transfer, ACH, or cashier's check and in US dollars. Customer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse SCVS for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees.
b) No Setoff.
Customer shall not, and acknowledges that it shall have no right, under this Agreement, any other agreement, document, or law, to withhold, offset, recoup, or debit any amounts owed (or to become due and owing) to SCVS or any of its affiliates, whether under this Agreement or otherwise, against any other amount owed (or to become due and owing) to it by SCVS or its affiliates, whether relating to SCVS's or its affiliates' breach or non-performance of this Agreement or any other agreement between Customer or any of its affiliates, and SCVS or any of its affiliates, or otherwise.
c) Taxes.
Customer will promptly reimburse SCVS or pay directly to the applicable taxing authority all applicable taxes, fees, duties, charges, or regulatory surcharges that arise in any jurisdiction on the provision, sale, or use of any Products or Services and permitted by applicable law to be passed through to Customer, including, without limitation, value-added, consumption, sales, use, gross receipts, excise, access, bypass, franchise, and other taxes or federal or state universal service charges (collectively, “Applicable Taxes”) and any penalties and interest related to such Applicable Taxes. Applicable Taxes exclude all taxes based on SCVS’s net income and taxes assessed on SCVS’s property. SCVS will cooperate, at Customer’s sole expense, in pursuing any claim for a refund of Applicable Taxes paid by Customer.
Last Updated: November 14, 2024