Cloudifi, Inc. Terms of Service and Conditions of Sale
Cloudifi, Inc. offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”, "Terms and Conditions"), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service and Conditions of Sale apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
1.1. "Agreement" means the Terms and Conditions set out herein and the invoice to which they are attached (if any).
1.2. "Client" means the person or entity placing an order or requesting a quote from the Supplier
1.3 “Goods” means any physical things provided or to be provided by the Supplier to the Client pursuant to a Purchase Order and these Terms and Conditions
1.4 “Project Completion” means the point in time at which the Supplier deems that it has performed its obligations to supply the Goods and/or Services to the Client
1.5 “Purchase Order” means any method acceptable to the Supplier for receiving orders for Goods and/or Services, which method may change from time to time at the election of the Supplier
1.6 “Services” means any services of any nature provided by the Supplier to the Client pursuant to a Purchase Order and this Agreement
1.7. "Supplier" means Cloudifi, Inc.
2. Payment Terms
2.1. The Client shall, unless otherwise specified in writing, pay the entire value of the order upon placement of a Purchase Order. This payment will be due immediately and may be billed to the Client’s credit card where provided and the Client agrees to this. The Supplier may delay fulfilment of the order if the payment is not provided and will not accept any responsibility for (or be responsible in any way for) delays caused by non-payment. The Supplier shall not be liable for any losses, costs or damages (including loss of profits, loss of business opportunity or special or consequential losses) of any nature, incurred by the Client, directly or indirectly as a result of (in whole or part) any delay or suspension of service or other relevant action by any person or entity pursuant to this clause 2.1.
2.2. Notwithstanding the above, the Supplier may at its sole discretion request full payment in advance for Clients who do not have a proven trading history with the Supplier. If so requested, the Client shall pay the full amount owing at the time of placing the Purchase Order.
2.3. The Client may pay the fees and charges for an accepted order using the following payment methods: Electronic Funds Transfer, Visa, Mastercard and Paypal.
2.4. For payments by credit card, the Client authorises the Supplier to charge the amount that is payable for an accepted order to the nominated credit card.
2.5. Clients on monthly payment plans granted by the Supplier agree to set up an automatic credit card payment on the due date each month, where other payment arrangements have not been agreed to and the Supplier may charge the relevant amounts to that nominated credit card on the due date each month.
2.6. Responsibility for payments being received by the Supplier on or before the due date of all invoices lies entirely with the Client. Where payment has not been received by the due date, the Client’s service (or any relevant action relating to the Client’s order) may be suspended. The Supplier shall not be liable for any losses, costs or damages (including loss of profits, loss of business opportunity or special or consequential losses) of any nature, incurred by the Client, directly or indirectly as a result of (in whole or part) any delay or suspension of service or other relevant action by any person or entity pursuant to this clause 2.6.
2.7 Early termination fees (being the unpaid balance of the Purchase Order amount for contracted Goods or Services) will be payable by the Client to the Supplier as liquidated damages should the Client wish to cancel their service and/or order before the end of the contract term or before delivery provided that the Supplier is not in breach of the Agreement.
3.1. The Client indemnifies the Supplier and holds the Supplier harmless and shall be responsible for and pay to the Supplier within 7 days of request by the Supplier pursuant to clause 2.1, any and all costs, fees and expenses (including but not limited to legal fees calculated on a solicitor and own client basis) incurred by the Supplier due to the enforcement of the Suppliers rights pursuant to this Agreement.
3.2. These charges may include but are not limited to fees payable to collection agencies incurred as a result of a breach by the Client of its obligations pursuant to this Agreement and any fees whatsoever payable by the Supplier to solicitors (on a solicitor/own client basis) or other parties as a result of the breach.
4. Risk and Title
4.1. All risk of loss or damage to Goods will pass to the Client upon delivery of the Goods to the Client or an authorised representative or agent of the Client.
4.2. Notwithstanding that the risk in the goods passed to the Client upon delivery in accordance with clause 4.1, title to all legal and beneficial ownership in all Goods delivered to the Client remains with the Supplier until all monies owing in respect of the Goods is paid and irrevocably received by the Supplier in full.
4.3. Until each invoice relating to the Goods is paid in full the Client shall;
4.3.1. hold Goods delivered to it pursuant to the relevant unpaid invoice as bailee for the Supplier;
4.3.2. hold the relevant Goods in such a way that they are completely secure and easily identifiable as property of the Supplier.
4.3.3. not part with possession of the Goods, or sell them or offer them for sale to any person or entity or create any legal or equitable interest in the Goods in favour of any person or entity;
4.3.4. grant the Supplier the right to and expressly authorise them to enter the premises at any reasonable time without liability of trespass or other damages incurred as part of the action, to repossess the Goods.
4.3.5. pay or reimburse the Supplier all costs associated with the repossession of goods should this occur pursuant to clause 4.3.4 including but not limited to any transport costs and restocking fees in accordance with clause 12.4 and generally in accordance with clause 3.1
5.1. Delivery of Goods will be made to the address listed on the Purchase Order unless otherwise notified in writing by the Client to the Supplier. If an address is not printed on the Purchase Order, delivery of Goods will be made to the address listed on the accepted quotation.
5.2. The Supplier shall make all reasonable attempts to meet the scheduled delivery date(s) set out in the quote however will not be held liable for failure to meet these dates.
5.3. If the Supplier is unable to complete the delivery within the agreed time schedule due to a fault on the Client’s behalf, the Client will be liable for all charges and costs incurred by the Supplier including but not limited to warehousing, transportation and redelivery costs.
5.4. Unless otherwise stipulated in writing, the Client is responsible for all delivery and freight charges and shall reimburse all such charges incurred by the Supplier (if any).
6. Limitation of Liability
6.1. Notwithstanding any other provision of this Agreement, the liability of the Supplier to the Client, whether arising under or in connection with the Agreement or the performance or non-performance of it or anything incidental to it, and whether by way of indemnity, by statute (to the extent that it is possible to exclude such liability), in tort (for negligence or otherwise), or on any other basis in law or equity is hereby limited and excluded as follows;
6.1.1. the Supplier shall have no liability whatsoever to the Buyer for loss of use, production, profit, income, business, opportunity, contract or anticipated saving, or for any delay (other than liquidated damages expressly provided for and limited in the Agreement), financing costs or increase in operating costs or any other financial or economic loss or for any special, indirect or consequential loss or damage of any nature and howsoever arising.
6.1.2. the total aggregate liability of the Supplier to the Client is limited to the amount equal to the amount charged on the Purchase Order.
7.1. Unless otherwise stated, all quotes are valid for a period of 7 days from the date of issue.
8.1. All prices quoted within contract documentation and quotations are in United States Dollars exclusive of Sales Tax.
8.2. Pricing for Goods are based on quoted prices from a third party supplier and as such variations can occur. Where a price increase has occurred between initial quote and Purchase Order the Client will be advised of such a price rise and be given the option to either accept the variations in writing and proceed or cancel the order without further costs other than those already incurred.
8.3. Unless otherwise stated all prices exclude all duties and taxes such as GST payable in respect to the Goods. The Client agrees to pay all such duties and taxes and to reimburse the Supplier for payment of same.
9. Warranties and Repairs
9.1. With the exception of the legislated conditions and warranties enforced by the Competition and Consumer Act 2010, the Supplier gives no express warranty in relation to Goods or their supply whatsoever.
9.2. In the event the Supplier may be in breach of any such warranty, term or condition as is implied in this Agreement, the liability of the Supplier shall be limited;
9.2.1. in respect of Goods, at the Supplier’s option, to the repair or replacement of the goods or the cost of repairing or replacing the goods
9.2.2. in respect of Services, at the Supplier’s option, to the re-performance of the Services or the cost of re-performing the Services.
10. Severability and Waiver
10.1. The individual provisions and conditions of this Agreement are enforceable independently of all other provisions and conditions and if, at any stage, any part(s) or provision(s) of this Agreement is deemed invalid, unlawful or unenforceable such provision(s) shall be severed and the validity of the remaining provisions and conditions shall continue.
10.2. No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party, nor shall any waiver of those rights operate as a waiver of any subsequent breach.
11.1. This agreement may be varied from time to time by way of mutual agreement in writing by both parties.
12. Force Majeure
12.1. The Supplier shall not be liable for any failure to perform its obligations in the provision of Services or delivery of Goods for any cause beyond its reasonable control including but not limited to acts of God, natural disasters, defaults by subcontractors, acts of war, riots and strikes. If, in the opinion of the Supplier, any such cause happens, the obligations of the Supplier are suspended and not enforceable against the Supplier until the Supplier deems that the cause has abated.
13.1. The Client shall not be entitled to return Goods for credit without prior written approval from the Supplier.
13.2. Where there Client has returned Goods that are not in an ‘as new’ or saleable condition, the Client will be held liable for all costs required to return the goods to a saleable condition or the shortfall in the sale price that the Goods are able to be sold for.
13.3. The Client will be responsible for all transport costs to return the Goods to the closest Supplier office.
13.4. Where the Goods provided were as per a Purchase Order by the Client and the Supplier has not misrepresented the function of the goods a restocking fee of up to 15% of the total order value may be charged at the election of the Supplier.
14. Entire Agreement
14.1. This Agreement constitutes the entire agreement between the parties in respect of the matters dealt with in this Agreement and supersedes all prior agreements, understanding and negotiations in respect of the matters dealt with in this Agreement.
15. Governing Law
15.1. This Agreement will be governed by and interpreted in accordance with the laws of Wyoming and both parties submit to the non-exclusive jurisdiction of the courts of the USA.