WESTCO TERMS & GENERAL CONDITIONS OF WORK
1 Governing Provisions
1.1 This Document constitutes an offer by Westco F.G. Corporation to sell the products and/or services described herein or in any attachments hereto in accordance with these terms and conditions, is not an acceptance of any offer made by, and is
expressly conditioned upon purchaser’s assent to these terms and conditions of sale. Any purchase order submitted in
response to Westco F.G. Corporation’s quotation shall be deemed an acceptance of Westco F.G. Corporation’s offer to sell and of these terms and conditions of sale. No additional terms and conditions will be binding upon Westco F.G. Corporation unless specifically agreed to in writing by Westco F.G. Corporation ‘s authorized officer.
2 Intellectual Property
2.1 All software developed for this project is the intellectual property of Westco F.G. Corporation. A limited license is granted to the
Purchaser for use of this software. The Purchaser is allowed to make copies of the application software for backup
purposes only. Further use of this software for any applications beyond this project is expressly prohibited. Westco F.G. Corporation
will not be responsible for programming changes made to the software developed for this project by parties other than Westco F.G. Corporation personnel.
3 Service Obligations of Westco F.G. Corporation
3.1 The services will be executed using the degree of skill and care required by customarily accepted good professional and
technical practices. Westco F.G. Corporation shall exercise due care, sound judgment and good technical practices in carrying out of
services.
3.2 Any Computer/Programming/Software Services provided by Westco F.G. Corporation based on a Functional Description will meet the
specific details described in the Functional Description. The Customer is wholly responsible for the content of the Functional
Description, regardless of origin and shall approve the Functional Description prior to the start of programming services.
4 Warranty
4.1 Westco F.G. Corporation shall re-perform any Services that are not in conformity with the required degree of skill and care according to customarily accepted good professional and technical practices provided Westco F.G. Corporation is notified of any such deficiency
promptly after the appearance thereof and in no event after 90 days after completion of start-up. Such re-performance of
services is Customer’s sole and exclusive remedy for services that fail to meet foregoing standards.
4.2 Westco F.G. Corporation shall not be responsible for any deficiencies in services caused by design parameters stipulated by persons
other than Westco F.G. Corporation or information supplied by Customer or Customer’s control of contract.
4.3 Westco F.G. Corporation has included a pre-determined amount of Extended Remote Site Support. The “on call” support staff
will consist of the engineering team members associated with this project.
4.4 Once the Extended Remote Site Support time has expired, Westco F.G. Corporation will provide additional Remote Site Support Services during normal business hours for the duration of the warranty period. These services are available from 8:00a.m – 5:00p.m.
EST utilizing the main Westco F.G. Corporation’s phone number.
4.5 For support requests that are not related to Westco F.G. Corporation warranty issues, hourly charges will be billed at the demand
service rates in minimum1/2 hour blocks.
5 Time, Force Majeure
5.1 Westco F.G. Corporation’s ability to execute and complete the Services timely is expressly contingent on the timely performance by
Customer of all Customer’s related obligations. If Customer fails to perform in timely fashion and if Westco F.G. Corporation is therefore
unable to perform the Services in a timely fashion, Westco F.G. Corporation shall have no liability to Customer whatsoever for delays
incurred.
5.2 If the performance by Westco F.G. Corporation of the Services is prevented, hindered, delayed, or otherwise made impracticable by
reason of any flood, riot, fire, strike, explosion, or any other cause beyond the control of Westco F.G. Corporation, Westco F.G. Corporation shall be excused from such performance to the extent that it is prevented, hindered, or delayed by such causes. Upon the
occurrence of such an event, Westco F.G. Corporation shall use its reasonable efforts to notify Customer of the nature and extent of
any such condition.
6 Payment
6.1 Customer shall pay Westco F.G. Corporation the charges, expenses and price of material in accordance with the payment terms set
forth on the face of this agreement and if no such payment terms are found, within thirty days after the receipt of invoice from Westco F.G. Corporation. In the event Customer does not strictly comply with terms of payment set out on the face of this agreement or herein, Westco F.G. Corporation may, in addition to any other remedies available to Westco F.G. Corporation, suspend all performance
hereunder until Customer has so complied.
6.2 In the event that Customer does not pay Westco F.G. Corporation the amounts set forth in this Purchase Order for any reason and Westco F.G. Corporation engages legal counsel to assist in the collection of a debt owed by Customer to Westco F.G. Corporation Customer agrees to reimburse and pay Westco F.G. Corporation the attorney’s fees and costs incurred by Westco F.G. Corporation.
6.3 Customer agrees to pay Westco F.G. Corporation interest at the rate of 9% per annum on all unpaid amounts commencing on the date the services or material provided by Westco F.G. Corporation hereunder were received by Customer.
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7 Liability
7.1 Westco F.G. Corporation’s liability with respect to the products and/or services sold hereunder shall be limited to repair, replacement, or adjustment of the purchase price, and, with respect to the other performances of this contract by Westco F.G. Corporation, shall be
limited to the contract price.
7.2 Westco F.G. Corporation shall not be subjected to any other obligations or liabilities, whether arising out of breach of contract, warranty, tort (including negligence and strict liability) or other theories of law, with respect to the products sold or services rendered
by Westco F.G. Corporation, or any undertakings, acts or omissions relating thereto. Westco F.G. Corporation specifically disclaims any liability for property or personal injury damages, penalties, special or punitive damages, damage for loss of use of products or any
associated equipment, cost of capital, cost of substitute products, facilities or services, down time, shutdown or slowdown costs, or for any other type of economic loss, and for claims of purchaser’s customers or any third party for any such damage. Westco F.G. Corporation shall not be liable for and specifically disclaims all consequential, incidental and contingent damages whatsoever.
8 Insurance
8.1 Customer shall insure all Equipment for which it has risk of loss against loss, damage or destruction by theft, fire, or other
casualty for the full replacement value of the Equipment, after it has been delivered to the installation site.
9 Disputes
9.1 This agreement shall be governed by the laws of the State of New York and any dispute arising out of this Purchase Order shall be resolved by a court of competent jurisdiction located in Westchester County, New York.
10 No Hire Agreement
10.1 Customer expressly acknowledges that during the course of its relationship with Westco F.G. Corporation under any resultant contract, it may come into contact with various employees or representatives of Westco F.G. Corporation. To the extent not prohibited by law, Customer agrees not to directly or indirectly attempt to solicit or receive any confidential information of Westco F.G. Corporation from any such employee or representative. Customer further agrees that it will not directly or indirectly attempt to solicit, induce or accept the employment or other involvement or activity of any such employee or representative for its own or other parties’ use or benefit, or to the detriment of Westco F.G. Corporation. The foregoing will apply to inquiries received in response to general solicitations of employment directed to the general public. Customer‘s obligation under this paragraph will remain in effect for a period of one year following the latter of the termination date of the resultant contract or the last date on which goods are delivered or services are provided by Westco F.G. Corporation under the contract.