GDT

General Datatech, L.P. Standard Terms & Conditions

These Standard Terms and Conditions (“Terms”) shall apply to any and all business and/or transactions conducted, completed and/or undertaken by and between General Datatech, L.P. (“GDT”) and another business, organization, entity or person (“Client”) (together the “Parties”) in the event there is no separately negotiated and agreed to master agreement by and between GDT and Client, including but not limited to a Master Products and Services Agreement (“MPSA”). In such instance, the Parties agree that the following Terms shall control and apply to such business or transaction(s):

  1. Invoicing – GDT shall invoice Client for services rendered and for any equipment sold to Client (including software) at the time of any such sale or provision of service. Each invoice will indicate the nature of the services provided and/or the identity and quantity of any specific equipment sold to Client, as well as the agreement (SOW, PO or other agreement) under which the services were performed or the equipment was provided, if any.  In addition, GDT will invoice Client for all other direct, non-labor charges, if any, incurred by GDT.  Such charges may include, by illustration, travel, lodging, automobile rental, meals and incidentals, computer time, telephone charges (remote connection to Client’s computer), copy charges, publications (printing, graphics), purchased software, shipping charges, and miscellaneous materials required for GDT to perform its obligations under this Agreement.
  2. Warranty, Disclaimer and Exclusive Remedy
    1. With regard to any equipment manufactured by a third party and purchased by Client from GDT (including but not limited to hardware and software), GDT will provide a copy of the equipment warranty and/or end user software license agreement issued or provided by the manufacturer of said product upon request by the Client. GDT makes no independent warranty with respect to any such equipment and provides no independent license with respect to any software.
    2. NEITHER GDT NOR ITS SUPPLIERS EXTEND ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EITHER TO CLIENT OR TO THIRD PARTIES, FOR ANY EQUIPMENT (INCLUDING HARDWARE AND SOFTWARE) PROVIDED TO CLIENT UNDER THIS AGREEMENT OR ANY ASSOCIATED OR INCORPORATED AGREEMENT, INCLUDING ANY SOW OR PO. CLIENT AGREES TO LOOK SOLELY TO THE MANUFACTURER FOR ITS WARRANTY AND ANY EXCLUSIVE REMEDIES WITH RESPECT TO ANY EQUIPMENT (INCLUDING HARDWARE AND SOFTWARE) PURCHASED FROM GDT. NEITHER GDT NOR ITS SUPPLIERS SHALL BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY INTERRUPTION IN SERVICE OF ANY EQUIPMENT, HARDWARE, SOFTWARE OR SYSTEM, OR FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS, DAMAGE, OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM CLIENT’S USE OF (OR INABILITY TO USE) OR A THIRD PARTY’S UNAUTHORIZED USE OF SUCH EQUIPMENT, EITHER SEPARATELY OR IN COMBINATION WITH OTHER EQUIPMENT, OR FOR COMMERCIAL LOSS OF ANY KIND, REGARDLESS OF WHETHER CLIENT OR ITS SUPPLIERS AND AGENTS HAVE BEEN ADVISED OF SUCH POSSIBILITY.
  3. Client Responsibilities:
    1. Payment and terms of sale – Client shall pay all amounts invoiced by General Datatech, regardless of the expiration or termination of this Agreement or any incorporated SOW, PO or other agreement or proposal associated with this Agreement, without right of set-off within thirty (30) days of the date of the invoice. All amounts not paid when due will accrue interest at the rate of 1.5% per month (18% per annum) or the lesser maximum rate permissible by law until the unpaid amounts are paid in full. Client will promptly reimburse General Datatech for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by General Datatech in connection with collecting any overdue amounts. These terms supersede any/all previous oral and/or written instructions or agreements, including Client SOW’s or PO’s. General Datatech specifically reserves the right to assign all or any part of the proceeds of this Agreement to a third party. All goods are shipped FOB Shipping Point. Transportation costs are paid by the Customer and title passes when the carrier takes possession of the goods.
    2. Confidentiality – In the course of performing their respective obligations, either party (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”) certain information that the Disclosing Party regards as proprietary and confidential in nature, including but not limited to trade secrets; inventions; innovations; processes; records; business and product processes; methods; customer lists, identity and information; accounts and procedures; software; products; and, consulting methodologies and specifications owned or licensed by the Disclosing Party and/or used by Disclosing Party in connection with the operation of its business (hereinafter “Proprietary Materials”) that may or may not be licensed under separate agreements. The Receiving Party agrees to safeguard and keep confidential the Proprietary Materials, and to use such Proprietary Materials only internally in the course of the Receiving Party’s business.  The Receiving Party will limit the use of, and access to, the Proprietary Materials to the Receiving Party’s employees whose use of, or access to, the Proprietary Materials is necessary for the Receiving Party’s internal business use.  The Receiving Party will have in effect, and will enforce, rules and policies designed to protect against unauthorized use or reproduction of the Proprietary Materials and other confidential information, including instruction of and written agreements with the Receiving Party’s employees and contractors to insure that they use and protect the Proprietary Materials in a manner which protects the Disclosing Party’s proprietary rights.  The Receiving Party shall not provide access to the Disclosing Party’s Proprietary Materials to any third party unless such third party has signed a confidentiality agreement with the Disclosing Party.   The Receiving Party shall have no obligation of confidentiality with respect to Proprietary Materials that:  (i) were rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; (ii) were, or subsequently become, legally and publicly available without breach of this Agreement; (iii) are rightfully obtained by the Receiving Party from a source other than the Disclosing Party without any obligation of confidentiality;  (iv)  are developed by or for the Receiving Party without use of the Proprietary Materials and such independent development can be shown by documentary evidence;  (v)  become available to the Receiving Party by wholly lawful inspection or analysis of products offered for sale; (vi)  are transmitted by a party after receiving written notification from the other party that it does not desire to receive any further Proprietary Materials; or (vii) are disclosed by the Receiving Party pursuant to a valid order issued by a court or government agency, provided that the Receiving Party provides the Disclosing Party (a) prior written notice of such obligation and (b) the opportunity to oppose such disclosure or obtain a protective order.
    3. Taxes – The charges by GDT do not include taxes or duties. If GDT is required to pay or collect any federal, state, local, value added, goods and services, or any other similar taxes or duties based on services provided or sales of equipment, then such taxes and/or duties shall be invoiced to and paid by Client; this shall not apply to taxes based on GDT income.
  4. Limitation of Liability & Indemnification:
    1. Notwithstanding anything in this Agreement to the contrary, the cumulative aggregate liability of GDT for all losses, claims, suits, controversies, breaches, attorneys’ fees, or damages for any cause whatsoever (including but not limited to those arising out of or related to THE MATTERS BY AND BETWEEN THE PARTIES) and regardless of THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, UNDER ANY STATUTE, OR OTHERWISE, shall be limited to the repair, replacement or correction of the Services OR EQUIPMENT or, if GDT reasonably determines IN ITS SOLE DISCRETION that such remedy is not economically or technically feasible, to THE LESSER OF (i) THE AMOUNT PAID BY CLIENT FOR THE SERVICES OR EQUIPMENT, IF ANY; OR (II) the maximum limits of ANY OF GDT’s APPLICABLE insurance coverage.
    2. In no event shall GDT be liable for any consequential, indirect, incidental, special or punitive damages of any kind or nature whatsoever, however caused and on any theory of liability arising giving rise to the liability, including, without limitation, lost profits or goodwill or lost revenues or loss of records or data, regardless of whether arising from breach of contract, tort, strict liability, NEGLIGENCE or otherwise, even if GDT has, or should have, any knowledge, actual or constructive, of the possibility of such loss or damages or if such loss or damage could have been reasonably foreseen.
    3. CLIENT agrees to indemnify and hold HARMLESS GDT, ITs officers, DIRECTORS, agents and employees from any liability, loss or damage they may suffer as a result of claims, ACTIONS, demands, costs or judgments against them arising out of the activities CARRIED OUT OR to be carried out BY GDT FOR OR ON BEHALF OF CLIENT, including, but not limited to, the use by CLIENT of the results obtained from the activities performed by GDT; provided, however, that any such liability, loss or damage resulting from the GROSS negligence or willful malfeasance of any officer, DIRECTOR, agent or employee of GDT is excluded from this Agreement to indemnify and hold harmless.
  5. General Terms:
    1. In the event of any failure to make a payment due hereunder, the insolvency of Client, the filing of a petition in bankruptcy by or against Client, the appointment of a receiver for Client, an assignment for the benefit of creditors of Client, or the Client’s failure to meet any of its responsibilities hereunder, GDT may terminate any agreement between the parties, refuse to provide or suspend services to Client, cancel or suspend any orders for equipment and exercise any or all other rights and remedies provided by law.
    2. Each party agrees to comply with all relevant laws and regulations of the United States and the country or territory in which the services are provided, including but not limited to export laws (“Laws”) to assure that neither any deliverable, if any, nor any direct product thereof is: a) exported, directly or indirectly, in violation of Laws, or b) intended to be used for any purposes prohibited by the Laws, including without limitation encryption technology, nuclear, chemical, or biological weapons proliferation.
    3. Client recognizes that GDT has made a substantial investment in recruiting and/or retaining employees, contractors and/or other resources.  As such, Client agrees that it shall not, directly or indirectly hire or retain for employment (or any other professional relationship, contractor association, etc.) any employee or contractor of General Datatech who was involved in the services performed by GDT for Client during the time such services are being performed and for a year thereafter. If Client directly or indirectly retains the services (whether as an employee, independent contractor, or otherwise) of any employee or contractor of GDT who was involved in the services provided or who otherwise provided services for Client on behalf of GDT, Client agrees that GDT will be damaged, but that the amount of this damage will be difficult to determine.  Accordingly, Client agrees that for each such GDT employee or other professional hired by Client, Client will pay GDT an amount equivalent to one year of the employee’s or other individual’s salary or other compensation.
    4. In performing services for Client and/or selling equipment to Client, GDT is acting as an independent contractor and not as an employee or agent of Client. There is no relationship of agency, partnership, joint venture, employment or franchise between the parties.  Each party agrees that it has no authority hereunder to assume or create any obligation or responsibility, expressed or implied, on behalf of or in the name of the other party.
    5. GDT staff performing the services and/or selling equipment to Client shall at all times remain under the direction and control of GDT. GDT reserves its rights to replace any GDT employee with another of like qualifications and experience.  Reasonable notice will be given when such replacement is required and GDT shall endeavor to maintain continuity of effort. GDT shall be permitted to subcontract portions of its obligations including the services to be performed to third parties.
    6. The obligations of either GDT or Client (except Client’s payment obligation) hereunder shall be suspended to the extent that such party is hindered or prevented from complying therewith because of labor disturbances, acts of God, fires, storms, accidents, riot, governmental regulations, or any cause whatsoever not within its control.
    7. These Standard Terms and Conditions (“Agreement”) shall be construed in accordance with the internal laws of the State of Texas (irrespective of its choice of law principles). If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force, and the remainder of this Agreement and the application of such provision to other persons or circumstances shall be interpreted so as to best effect the intent of the parties hereto.
    8. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
    9. All claims and disputes arising between the parties are to be settled by binding arbitration in the state of Texas or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction. In the event of any dispute arising out of this Agreement, the prevailing party shall be entitled to recover from the other party all of its reasonable attorneys’ fees and costs (including, without limitation, expert costs) incurred in connection with such dispute, including but not limited to all reasonable arbitration costs and expenses

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Founded in 1996, GDT is an award-winning, technology integration partner. GDT specializes in designing, building, and delivering best-of-breed technology solutions for service providers, enterprise networks, data centers, and more. The GDT team of expert architects and engineers hold the highest level of certification and employ the use of state-of-the-art, LEED certified facilities to translate the latest ideas and technologies into inventive solutions that realize the goals of IT and the vision of business leaders.

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Copyright © 2017 General Datatech, LP. All rights reserved.

The GDT, GDT Advanced Solutions, and CORE names and logos are trademarks, or trademarks Reg. U.S. Pat. & TM Off., of General Datatech, LP and/or its affiliates in the U.S. and other countries. Third-party trademarks mentioned or reflected herein are the property of their respective owners. Additionally, the use of the word "partner" does not imply a legal partnership relationship between GDT and any other company.

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