These Terms govern the Products and Services offered by Seimitsu to the Customer as may be further described, but not superseded, in a quote or proposal. All terms capitalized herein have the meaning set forth in Section 12. These Terms may be amended by Seimitsu from time to time and shall apply to all orders for Products and Services made by the Customer after the Effective Date.
Upon Customer's request for Products or Services, Seimitsu shall provide a quote to Customer. If such Quote / Proposal is acceptable to the Customer, the Customer shall sign said Quote / Proposal. No work shall be performed until a quote /proposal is executed by both Parties. Quote / proposal may be in electronic or physical format and delivered to Customer by Seimitsu in a manner chosen by Seimitsu.
3.1 Generally. Customer shall pay Seimitsu the Fees for Products and Services as determined by Seimitsu and as indicated in any of the applicable provisions below: (i) on invoices provided by Seimitsu to the Customer with respect to Products and Services supplied; or (ii) as stated in the requisite Quote / proposal Form. If more than one provision in this Section 3.1 applies, the latter of the applicable documents shall govern regarding Fees.
3.2 Changes in fees. The Fees shall take into consideration "one-off" costs such as installation, design and setup. Seimitsu reserves the right to implement a surcharge for alterations to specifications of Products or Services after execution of a quote. Seimitsu reserves the right to change the Fees because of industry changes, third party fee changes, changes in applicable law, or for any other reason, in its sole discretion. In addition, Seimitsu charges additional Fees for work performed outside of normal business hours.
3.3 Taxes. All Fees are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Customer. Customer shall be responsible for all such charges, costs, and taxes; provided, that, Customer shall not be responsible for any taxes imposed on, or with respect to, Seimitsu' income, revenues, gross receipts, personnel or real or personal property or other assets.
3.4 Payment Method. Customer shall pay all amounts due to Seimitsu by any method agreed to by the Parties in the relevant signed quote. TO THE EXTENT ALLOWED BY APPLICABLE LAW AND THE APPLICABLE CREDIT CARD COMPANY, SEIMITSU SHALL PASS THROUGH ANY CREDIT CARD PROCESSING FEES INCURRED BY SEIMITSU AND DIRECTLY ATTRIBUTABLE TO CUSTOMER, AND CUSTOMER AGREES TO PAY SUCH FEES IN ADDITION TO ANY FEES CHARGED FOR THE SERVICES.
3.5 Payment Date. The Payment Date will be stated on an invoice or quote. If no time is stated, then the Payment Date shall be the day of delivery of any Products or at the time Services commence, unless credit terms have been previously agreed to, in writing, by Seimitsu. TIME IS OF THE ESSENCE FOR PAYMENT OF THE PRODUCTS AND SERVICES BY THE PAYMENT DATE.
3.6 Interest. Any amounts payable hereunder that are not paid by the Customer by the Payment Date shall incur interest at the rate of 15% per annum calculated daily, or, if lower, the highest amount allowed by applicable law.
3.7 Travel Expenses. In addition to all Fees for Products and Services, Customer will reimburse Seimitsu for any reasonable Expenses incurred by Seimitsu in connection with providing the Products and Services.
4.1 Access and Use. Subject to and conditioned on Customer's payment of Fees and compliance with all other terms and conditions of this Agreement, Seimitsu hereby grants Customer a non-exclusive, non-transferable right to access and use the Products and Services during the CONTRACT Term.
4.2 Documentation. Subject to the provisions of this Agreement, Seimitsu hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the CONTRACT Term solely for Customer's internal business purposes.
4.6 Ownership Rights and Reservation of Title. Customer acknowledges that, as between Customer and Seimitsu, Seimitsu owns all right, title, and interest, including all intellectual property rights, in and to the Products, Services, Documentation, and all intellectual property provided to Customer.
5.1 Mutual. Each Party represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its applicable state, and has all necessary rights, powers, and authority to enter into and perform under this Agreement.
5.3 Services. Seimitsu warrants that the Services will be performed in a competent and workmanlike manner, in material accordance with standards common and prevalent in the industry.
In no event shall Seimitsu or its affiliates, contractors, licensors, or suppliers be liable to client for any consequential, indirect, incidental, exemplary, special, or punitive damages, whether arising out of breach of contract, tort or otherwise.
10.1 Term. The Agreement shall be in effect for the CONTRACT Term. The applicable quote shall set forth the term for applicable Products and Services.
11.1 Governing Laws and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the United States of America and State of Georgia. The exclusive forum and venue for any legal claim shall be the state and federal courts located in Savannah, Georgia.
11.6 Notices. All notices shall be in writing and delivered by first class mail to: 1523 Bull St, Savannah GA 31401.
For complete terms and conditions, or if you have any questions, please contact us at hello@seimitsu.com