Terms of Sale
Route1 Inc. (“Route1”) is the parent company of operating subsidiaries Route 1 Security Corporation, Group Mobile Int’l, LLC, Portable Computer System, Inc., Spyrus Solutions, Inc., DataSourceMobility, LLC and VetSourceMobility, LLC. Each of these subsidiaries, as applicable, continue as valid parties to all agreements.
Please read these Terms of Sale (the “Terms of Sale”) carefully. The submittal of any purchase order by the customer (“Client”, “Customer” or the “Buyer”), referred to in the attached quote, to Portable Computer Systems, Inc., doing business as PCS Mobile (“PCS” or the “Seller” or the “Company”) indicates acceptance of these terms and conditions. Except where indicated otherwise, these terms and conditions shall supersede any subsequent terms or conditions included with any purchase order. PCS reserves the right to make changes to these terms and conditions at any time. In the event that there is any conflict or inconsistency between these Terms of Sale and any other terms of sale or use that appear on the Route1 website (the “Website Terms”), these Terms of Sale will govern.
1. Acceptance of Order
Buyer’s placement of an order does not necessarily ensure that we will accept the Buyer’s order. We reserve the right to refuse any order in our sole discretion. In addition, before accepting Buyer’s order, we may require additional information if Buyer has not provided all of the information required by Seller to complete Buyer’s order. Once a properly completed order is received, authorization of Buyer’s form of payment is received and we have accepted Buyer’s order, we will promptly place Buyer’s order in line for shipment.
Once an order has been accepted by PCS, it cannot typically be cancelled. If an order cancellation request is received and accepted by PCS prior to product shipment, a 15% cancellation fee will apply.
2. Pricing and Availability
All prices for products (and the associated costs of shipping and tax) are shown in U.S. dollars. All items are subject to availability and we reserve the right to impose quantity limits on any order, to reject all or part of an order, and to discontinue products without notice, even if Buyer has already placed an order. All prices are subject to change without notice, and Buyer agrees that taxes may be adjusted from the amount shown on this quote. Several factors may cause this, such as variances between processor programs and changes in tax rates.
3. Payment Terms
Buyer shall provide all financial information reasonably requested by PCS from time to time for the purpose of establishing or continuing Buyer’s credit limit. Buyer agrees that PCS shall have the right to decline or extend credit to Buyer and to require that the applicable purchase price be paid prior to shipment. PCS shall have the right from time to time, without notice, to change or revoke Buyer’s credit limit on the basis of changes in PCS’s credit policies or Buyer’s financial condition and/or payment record.
If credit terms are not available to the Buyer, pre-payment may be made by ACH (EFT), Wire Transfer or company check (7 – 10 days to clear). PCS currently accepts Visa and MasterCard, as forms of credit card payment. By submitting Buyer’s order and selecting to use a credit card as a form of payment, Buyer represents and warrants that Buyer is authorized to use the designated credit card and authorizes Seller to charge Buyer’s order (including taxes, shipping and handling) to that card. If the card cannot be verified, is invalid, or is otherwise not acceptable, Buyer’s order may be suspended or cancelled automatically. All credit card orders are subject to a 4% service charge. PCS further reserves the right, in its sole discretion, to request partial payment from Buyer, prior to processing Buyer’s order.
Buyer shall not deduct any amounts from any PCS invoice without PCS’s express written approval, which approval shall be contingent upon Buyer providing all supporting documentation for such deduction as required by PCS. Any authorized deductions for returned Products must include Buyer’s customer tracking number and PCS’s Return Merchandise Authorization (“RMA”) number. Deductions received by PCS without advance notice will be denied.
If Buyer fails to make timely payment of any amount invoiced by PCS, PCS shall have the right, in addition to any and all other rights and remedies available to PCS at law or in equity, to immediately revoke any or all credit extended, to delay or cancel future deliveries and/or to reduce or cancel any or all quantity discounts extended to Buyer. Buyer shall pay all costs of collection including reasonable attorneys’ fees. A service charge of the greater of one and one-half percent (1 ½%) per month or the maximum amount allowed by law will be charged on all past due balances commencing on the date payment is due.
4. Shipping Terms and Policies
Delivery shall be made in accordance with Seller’s shipping policy in effect on the date of shipment. Product title and risk of loss will transfer to Buyer upon PCS tendering the Product for delivery to the carrier (F.O.B. Origin). If Buyer requests special shipping or handling, including expedited shipment, third-party billing, or freight collect, Buyer shall be responsible for filing claims with the carrier and all freight and handling costs. Buyer shall pay for any special routing, packing, handling or insurance requested by Buyer and agreed to by PCS. Orders shipped under special routing instructions must be separately agreed upon and may be subject to additional charges. PCS will not be subject to requirements of non-compliance programs of Buyer, including charges for product delays, missing/inaccurate shipping documents, labeling or product markings.
Buyer shall promptly notify Seller, no later than 30 days from invoice date, of any claimed shortages or rejection as to any delivery, with the exception of deliveries that reveal external shipping damage, which, in some instances, must be refused immediately upon delivery by the carrier. Such notice shall be in writing and shall be reasonably detailed stating the grounds for any such rejection. Failure to provide any such notice within such time shall be deemed an acceptance in full of any such delivery. Seller shall not be liable for any shipment delays that affect Seller or any of Seller’s suppliers, including but not limited to delays caused by unavailability or shortages of Products from Seller’s suppliers, natural disasters, acts of war or terrorism, acts or omissions of Buyer, fire, strike, riot, or governmental interference, unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates, failure or destruction of plant or equipment arising from any cause whatsoever, or transportation failures.
5. On-Site Agreement Policy
Buyer and/or Route1 has 24 hours from the date first agreed upon by both parties to cancel or reschedule without charge. Buyer agrees to pay a $2,500 cancellation fee to Route1 if the required equipment listed beside “Equipment to be Provided by Buyer” is not provided or if the service dates requested are cancelled for any reason other than Route1 issuing the cancellation or Force Majeure.
A “Force Majeure” is defined as fire, explosion, accident, drought, storm, hail, earthquake, embargo, epidemic, act of God which has resulted in, or could reasonably be expected to result in, cancellation of an FSR travel request.
6. Back Orders
If, for any reason, an item on Buyer’s order is temporarily out of stock, PCS will endeavor to back order that item for Buyer. Items on back order will be charged when the items are actually shipped, along with applicable taxes and shipping charges.
7. Return Policy – all sales final
All sales are final, except where otherwise agreed upon by Buyer and PCS. Should PCS, in its sole discretion, allow Buyer to return an item, the following return policy applies for that return:
a. In order for PCS to approve any product return, the product must not be opened or damaged, and in its original undamaged packaging. PCS will not accept “open box” returns.
b. As PCS sells specific project based manufactured and configured computers, accessories and electronic devices, unopened box returns also may be denied. We cannot re-sell or return a computer that has been built to a customer’s specifications.
c. Any and all product returns must be approved by PCS, in PCS’s sole discretion, and a Return Merchandise Authorization (“RMA”) number must be issued.
d. Approved returns must be made within 30 days of the delivery date.
e. Approved returns will incur a 25% restocking fee.
f. Returns must be received within 15 days of the RMA number issuance.
g. The customer is responsible for all insurance and shipping charges associated with the return.
h. All returns must be sent via UPS, Federal Express, or any other courier that provides a tracking number and proof of delivery.
i. If the returned product does not meet the requirements stated above, the product will be sent back to the customer “freight collect”.
j. Once PCS has approved a return, Buyer’s refund will be issued within 7 days, and Buyer will receive an email confirmation that Buyer’s return is completed. Please note that, depending on Buyer’s financial institution, it may take an additional 2-10 business days for the credit to post to Buyer’s account.
PCS attempts to be as accurate as possible. However, PCS does not warrant that all product descriptions, photographs, pricing, or other information provided is accurate, complete, current, or error-free. In addition, all weights and size dimensions are approximate. If a product offered by PCS is not as described or pictured, Buyer’s sole remedy is to return it in an undamaged unused condition for a refund, subject to the return policy herein. In the event of an error in an order confirmation, in processing an order, in delivering a product, or otherwise, we reserve the right to correct such error and revise Buyer’s order accordingly, or to cancel the order and refund any amount charged. Buyer’s sole remedy in the event of an error is, subject to the return policy herein, to cancel Buyer’s order and obtain a refund.
9. Disclaimer of Warranty
PCS PROVIDES NO WARRANTY TO ITS CUSTOMERS FOR ANY PRODUCTS SOLD. PCS HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCEPTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, LOSS OF OR DAMAGE TO DATA, LACK OF VIRUSES OR FREE FROM VIRUS OR MALWARE ATTACK, SECURITY, PERFORMANCE, LACK OF NEGLIGENCE, WORKMANLIKE EFFORT, QUIET ENJOYMENT, THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET BUYER’S REQUIREMENTS, OR THAT DEFECTS IN THE PRODUCT WILL BE CORRECTED, OR THAT BUYER’S USE OF THE PRODUCT WILL GENERATE ACCURATE, RELIABLE, TIMELY RESULTS , INFORMATION, OR DATA. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PCS, A DEALER, AGENT, OR AFFILIATE SHALL CREATE A WARRANTY. TO THE EXTENT WARRANTIES CANNOT BE DISCLAIMED OR EXCLUDED, THEY ARE LIMITED TO THE DURATION OF THE RELEVANT EXPRESS WARRANTY PERIOD.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PCS, ITS AFFILIATES, DEALERS, AGENTS OR SUPPLIERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS AND ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS OR REVENUE, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR LOSS OF ABILITY TO USE ANY THIRD PARTY PRODUCTS OR SERVICES, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER), REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF PCS OR SUCH OTHER ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF PCS, ITS AFFILIATES, ASSOCIATES, DEALERS, AGENTS OR SUPPLIERS TO BUYER FOR ALL DAMAGES EXCEED THE PRICE BUYER PAID FOR THE PRODUCT. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY WARRANTY OR REMEDY PROVIDED FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO BUYER.
IF ANY TERM IS HELD TO BE ILLEGAL OR UNENFORCEABLE, THE LEGALITY OR ENFORCEABILITY OF THE REMAINING TERMS SHALL NOT BE AFFECTED OR IMPAIRED.
10. Manufacturer’s Warranty
Warranties may be available directly from select manufacturers. Manufacturer information is subject to change without notice. Not all manufacturers for products which we sell will offer manufacturers’ warranties.
The Company and the Buyer agree to keep confidential all the terms of the Agreement, and any proprietary, trade secret of other information which the Company or Buyer receives from the other in the performance of the Services under the Agreement, however, this shall not apply to information which is: (i) necessary to be disclosed to a third party in order to perform an Agreement; (ii) already known free of any restriction at the time it is obtained; (iii) subsequently learned from an independent third party free of restriction; (iv) is publicly available or (v) is required by law or court order to be disclosed.
12. Intellectual Property
The Company grants to Buyer a limited, nonexclusive and nontransferable license to use the Company’s technology, equipment, software, information, copyrightable material, copyrights, trademarks, patents, data or other material (the “Intellectual Property”) provided by the Company in delivery of the Services.
Buyer may not copy or sublicense Company’s Intellectual Property unless such rights are expressly granted in writing within the Agreement. The Company owns or has a license or other right to use the Intellectual Property which is being distributed to Buyer and Company reserves all rights to the Intellectual Property. Buyer hereby acknowledges that the Company retains all right, title and interest in and to the copyrights, trademarks, patents and other intellectual property rights inherent or related in any way to the Intellectual Property provided. Company shall own all rights in any changes, enhancements, and modifications made by the Buyer to the Company’s Intellectual Property. Buyer agrees that neither it nor any of its employees or agents will contest or challenge the Company’s ownership or rights in its Intellectual Property, make or authorize any use of the Company’s Intellectual Property that is not consistent with the Agreement or these terms and conditions or modify or reproduce the content or substance of the Intellectual Property. See www.route1.com/terms-of-use/ for notice of Route1’s intellectual property.
13. Waiver of Liability Relating to COVID-19
The installation of equipment, hardware or software by Company on Buyer’s site pursuant to the Agreement may require employees or contractors of the Company to be present and in physical proximity to Buyer’s employees, contractors, agents, customers, etc. Buyer understands that Company cannot prevent possible exposure to, contracting or spreading of COVID-19 by its employees or contractors. It is not possible to prevent the presence of COVID-19 and therefore if Buyer utilizes Company’s onsite installation services, Buyer understands that it may be exposing its employees and others onsite to increased risk of contracting or spreading COVID-19.
By engaging in onsite Services, Buyer acknowledges and accepts the risk to its employees and others onsite of exposure to, contracting and/or spreading of COVID-19. The Buyer indemnifies the Company against any claims arising out of exposure to, contracting and/or spreading of COVID-19 by virtue of Company’s provision of onsite Services. The Buyer hereby forever releases and waives the right to bring suit against the Company and its owners, officers, directors, managers, officials, agents, employees or other representatives in connection with the exposure, infection, and/or spread of COVID-19 related to the provision of onsite Services.
14. Support Contracts
Route1 offers three levels of support plans for license plate recognition customers: Elemental, Comprehensive and Select.
A. Warranty Term for Onsite Workmanship
Route1 guarantees our workmanship post application. The warranty term is found in your quote. This warranty extends to hardware installations performed by Route1 personnel. Route1 does not warranty any third-party equipment or software. Route1 will pass along the third-party warranties it receives from the manufacturer or owner of the software.
B. Server, Software, and Firmware Updates
As part of your support contract, Route1 may install critical software and firmware updates from manufacturers as required and when released. Critical updates will have priority, non-critical updates will be completed on an as needed basis and based on the terms of your service plan with Route1.
C. Remote Support Rapid Response
Route1 provides remote support to all clients. Depending on the plan, your authorized contacts are guaranteed a specified response time during the contracted support hours. Except for the Select Plan, support is not available on weekends and holidays.
D. Number of Calls
The number incidents per month that your authorized contact(s) can make to our support team is defined in your quote.
E. Annual Site Maintenance Visit
This paid option is defined in your quote.
F. RMA Processing and Tracking
Most manufacturers including Genetec required a certification in order to request an RMA. If a manufacturer’s repair is required and depending on your service plan, Route1 will work with manufacturer to create an RMA. Any manufacturer’s costs related to the RMA such as damage or out of warranty repairs are the client’s responsibility. The client requesting the RMA may also be responsible for shipping costs and processing fees, depending upon their service plan. Based on your service plan, Route1 will track your RMA to ensure its timely completion and the return of your equipment. Any costs associated with an on-site visit related to an RMA are not included in our support plans.
- Camera Type
Most organizations charge extra depending on the type of camera(s) you deploy. We do not.
H. Authorized Contacts
Route1 is a security-first organization that serves clients such as the US Department of Defense. We want to validate that we’re only working with “authorized” personnel from your organization in order to protect our interests and yours. Because of this, you are required to name specific people who are authorized to work with us on your behalf.
I. Annual Configuration Time
Some support plans include a certain number of configuration hours. Configuration time allows our experts to make changes to your system throughout the year for you so you don’t have to. This can also include creating reports. Configuration hours are not bankable so any unused hours expire at the end of each one-year term.
J. Price Per Additional Configuration Hour
All additional configuration hours must be purchased in blocks of four (4) hours at the rate associated with your plan. Your plan locks your costs in at a lower rate for the duration of your support agreement.
K. Client Support Hours
Our support team is staffed to meet your needs during the hours stated in your plan.
L. Emergency Responsiveness
Emergency responsiveness is our guarantee of how quickly we will schedule someone to come onsite when needed. All days are business days and do not include weekends or holidays. Costs associated with emergency onsite visits such as travel, meals, lodging and Route1 personnel charges are not included in our support plans. Emergency onsite visits will be performed on a time and material basis and will require a purchase order prior to scheduling. However, you will always be entitled to have the visit scheduled within the maximum period prescribed by your support plan.
An “Emergency” is any incident or problem that severely impacts your operation and has gone through our remote support protocols and that has been determined by Route1 that it cannot be fixed outside of an onsite visit. The actual countdown to onsite service cannot begin until all equipment required for the response is in hand including RMAs and other equipment that is that is not manufactured by Route1.
Our onsite visit is dependent on vendors and manufacturers’ response time, availability of hardware, and on client’s availability and client’s ability to provide us with access to the location of the ALPR deployment at their site.
M. Hot-swap Inventory on Hand
For our clients on Select Plans, Route1 will maintain materials on hand for emergency replacement. The Customer is responsible for purchasing the hot-swap inventory. Additional installation fees may apply as required.
Please refer to the PCS Privacy Statement, available at www.route1.com/privacy-policy for information about how PCS collects, uses, and discloses personal information from users of the site.
Buyer hereby indemnifies and agrees to defend and hold harmless PCS and its affiliates, officers, employees and directors from and against any and all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with any on-site service work performed by PCS including, without limitation, the installation of any equipment by PCS on vehicles owned by Buyer, except to the extent caused by PCS’s gross negligence or willful misconduct.
17. Dispute Resolution and Binding Arbitration
BUYER AND PCS AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT BUYER WOULD HAVE IF BUYER WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
Any claim, dispute, or controversy, whether in contract, tort or otherwise, whether pre-existing, present, or future, and including statutory, consumer protection, common law, intentional tort, injunctive, and equitable claims, between Buyer and either PCS, its agents, employees, successors, assigns, direct and indirect subsidiaries, or any third party providing any products or services to Buyer in connection with Buyer’s purchase arising from or relating in any way to Buyer’s purchase of products, these Terms of Sale, their interpretation, or the breach, termination, or validity thereof, the relationships which result from these Terms of Sale (including relationships with third parties who are not signatories to these Terms of Sale), PCS’s advertising, or any related purchase, shall be resolved exclusively and finally by binding arbitration. The arbitrator shall have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision of the Terms of Sale is void, voidable, or otherwise invalid. The arbitration shall be administered by the American Arbitration Association (AAA) or JAMS (or a substitute forum if both are unavailable). Arbitration proceedings shall be governed by this provision and the applicable procedures of the selected arbitration administrator, including any applicable procedures for consumer-related disputes, in effect at the time the claim is filed. Notwithstanding the foregoing, Buyer may assert claims in a small claims court if Buyer’s claims qualify. The Federal Arbitration Act and federal arbitration law apply to these Terms of Sale.
Buyer agrees to an arbitration on an individual basis. In any dispute, NEITHER BUYER NOR PCS SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. If any provision of this arbitration clause is found unenforceable, the unenforceable provision shall be severed and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration).
The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) shall be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. Information on AAA or JAMS and their applicable rules are available at the following numbers and URLs: American Arbitration Association, (800) 778-7879, www.adr.org; JAMS, (800) 352-5267, www.jamsadr.com.
18. Applicable Law and Jurisdiction
This Agreement will be governed by the substantive laws of the state of Arizona without giving effect to any choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Buyer is responsible for compliance with local laws, if and to the extent local laws are applicable. Both parties to this Agreement specifically agree to submit to the exclusive jurisdiction of, and venue in, the courts in Maricopa County, Arizona in any dispute arising out of or relating to this Agreement.
19. Export Controls
Certain PCS products may be subject to export controls imposed by the United States of America, and may not be exported or re-exported: (a) into (or to a national or resident of) any country to which the United States of America has placed an embargo, including without limitation, Cuba, Iran, Iraq, Libya, North Korea, Syria, Sudan, or Venezuela; (b) to everyone on the U.S. Treasury Department’s Specially Designated Nationals list, or (c) the U.S. Commerce Department’s Table of Denial Orders (collectively, the “Prohibited Countries”). By purchasing any PCS product, Buyer represents and warrants that Buyer is not located in any Prohibited Country, that Buyer is not under the control of any Prohibited Country, or that Buyer is not a national or resident of any Prohibited Country.