Teneo Terms & Conditions

TENEO INC AGREEMENT FOR PRODUCTS AND SERVICE

TERMS AND CONDITIONS

PURCHASER’S ACCEPTANCE OF TENEO INC’S PROPOSALS OR TENEO INC’S ACCEPTANCE OF PURCHASER’S ORDER IS EXPRESSLY CONDITIONAL ON PURCHASER’S ASSENT TO TERMS AND CONDITIONS FOLLOWING. ANY DIFFERENT OR ADDITIONAL TERMS IN PURCHASER’S PURCHASE ORDER OR ELSEWHERE OR THE DELETION OR ALTERATION OF ANY OF THESE TERMS SHALL HAVE NO LEGAL EFFECT. IF ANY PROVISION OF THESE TERMS IS HELD TO BE INVALID BY ANY LAW, RULE, ORDER, OR REGULATION OF ANY GOVERNMENTOR BY THE FINAL DETERMINATION OF ANY STATE OR FEDERAL COURT, SUCH INVALIDITY WILL NOT AFFECT THE ENFORCEABILITY OF OTHER PROVISIONS OF THESE TERMS.

1. PARTIES. Teneo Inc Corporation is referred to herein as Teneo Inc and the purchaser of any of the products or services furnished by Teneo Inc is referred to herein as the “Purchaser.” These Terms and Conditions, any Scope of Work, Hardware Quotes, and Addendums reflecting Manufacturer’s unique terms and conditions in connection herewith are referred to herein collectively as the “Agreement.”

2. PRICES AND PAYMENT TERMS. Prices shown to you at any time are in US dollars, include packaging for domestic shipment, and are exclusive of any other amounts including fees for export, special packaging, international transportation and insurance. All applicable local, city, and state, or country taxes are your responsibility and may or may not be applied to your order. You agree to pay these taxes whether shown on Teneo Inc’s invoice or not. Teneo Inc will invoice you for only that portion of your order that ships. Services ordered in conjunction with Product orders are payable at the time of the Product order, whether such Services are fully completed or not. Unless indicated otherwise on your price quotation, payments are due 30 days after the date of invoice. Any unpaid due amounts will be subject to interest at 1.5% per month, or, if less, the maximum rate allowed by law. Purchaser agrees to pay all costs of collection, including reasonable attorney’s fees, incurred by Teneo Inc.

3. DELIVERY. Shipment dates are estimates only. You acknowledge that such dates may change due to unpredictable market trends. All Products are shipped FOB manufacturer. Products shall be packed for shipment in manufacture’s standard shipping cartons, marked for shipment to the destination specified in your purchase order, and made available for pickup by the carrier at manufacturer’s shipping location, at which time title and risk of loss shall pass to you. At all times manufacturer shall retain title to any software incorporated within the Products. You agree to pay all freight, insurance, and other shipping expenses, as well as expenses for any special packing.

4. PURCHASER’S CANCELLATION; RETURNS. Purchaser is advised that all manufacturers prohibit the return of products after shipment and are not eligible for return under any circumstances. Purchaser may cancel Services previously ordered with Teneo Inc’s prior approval, and under no circumstances within one calendar week of scheduled Services delivery. Purchaser will be liable for non-refundable travel expenses incurred by Teneo Inc for delivery of cancelled Services.

5. CONFIDENTIALITY. Each party agrees that: (i) it shall use the other’s Confidential Information only as required to perform the party’s duties set forth in the Agreement; (ii) it shall not disclose the other’s Confidential Information without the other’s express prior written consent; (iii) it shall take reasonable precautions to safeguard the other’s Confidential Information, and (iv) it shall return or destroy the other’s Confidential Information upon request. The obligations of this section shall survive for a period of three (3) years after the termination of this Agreement.

6. LIMITED WARRANTY. Teneo Inc is a reseller of the hardware and software and other related products supplied to Purchaser hereunder. Therefore, products purchased from Teneo Inc are subject solely and exclusively to the warranties, if any, offered by the manufacturers of the particular products purchased. TENEO INC MAKES NO WARRANTIES WITH RESPECT TO PRODUCTS SOLD AND SERVICES RENDERED AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER OR NOT THE PURPOSE HAS BEEN DISCLOSED TO TENEO INC. ALL GOODS AND SERVICES ARE PROVIDED “AS IS.”

7. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL TENEO INC (INCLUDING IT’S OFFICERS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, COST OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, DOWN TIME, CLAIMS OF THIRD PARTIES, AND INJURIES TO PERSON OR PROPERTY) REGARDLESS OF LEGAL THEORY, ARISING FROM OR RELATING TO GOODS SOLD OR SERVICES RENDERED BY TENEO INC OR FROM PURCHASER’S USE OR INABILITY TO USE SAME. IN NO EVENT SHALL TENEO INC’S MONETARY LIABILITY TO PURCHASER IN CONNECTION WITH A TRANSACTION EXCEED THE AMOUNT PAID TO TENEO INC IN THAT TRANSACTION.

MISCELLANEOUS TERMS. (a) This Agreement is governed by the laws of Virginia, without regard to that or any other jurisdiction’s choice of law rules, and any claim arising from this Agreement or Teneo Inc’s goods or services shall be commenced and maintained solely in a state or federal court of competent subject matter jurisdiction within the City of Richmond, Virginia, and Purchaser consents to personal jurisdiction and venue in any such court. (b) Waiver of any breach or failure to enforce any term of this Agreement shall not be deemed a waiver of any breach or right to enforce such terms which may thereafter occur. (c) This Agreement comprises the entire agreement between the parties, and supersedes all prior representations and agreements, and can only be amended by a writing signed by officers of Teneo Inc and Purchaser. (d) Any term herein found by a court of competent jurisdiction to be illegal or unenforceable shall be reformed automatically as necessary to cure the offending term, and the remainder that can be given effect shall be given effect. (e) Teneo Inc is an independent contractor and not an agent, employee, partner or joint venture of Purchaser. (f) The responsibilities and rights created herein shall be binding upon and shall inure to the benefit of the parties and their respective heirs, personal representatives, successors and assigns. (g) All designs, data, drawings, software, or other technical information supplied by Teneo Inc to you in connection with this sale shall remain Teneo Inc’s sole property. (h) Teneo Inc will be excused from any obligation if performance is rendered impossible by acts of God, fire, riots, strikes, governmental acts, disasters, inability to obtain labor or materials through its regular sources, or any other reason beyond the reasonable control of Teneo Inc. (i) None of the Products or underlying information or technology may be exported or re-exported, directly or indirectly, contrary to US law or US Government export controls.

CUSTOMER PURCHASE ORDER OR OTHER AUTHORIZED ORDERING SIGNATURE INDICATES ACCEPTANCE OF THE ABOVE TERMS AND CONDITIONS.