Acceptance of Order; Termination Rights

Acceptance of any order is subject to credit approval and acceptance of order by ProTelesis Corporation and, when applicable, the suppliers of ProTelesis. If credit of the buyer of the goods (“Buyer”) becomes unsatisfactory to ProTelesis, ProTelesis reserves the right to terminate upon notice to Buyer and without liability to ProTelesis.  Customer termination of Services is addressed under the Cancellations section below.

Return of Goods

Credit may be allowed for goods returned with prior approval. A handling or restocking fee may be deducted. Unless items are defective or approval has been granted, opened goods are non-returnable. See Return Merchandise Authorization (RMA) Policy.

Delays in Delivery

ProTelesis is not accountable for delays in delivery resulting from an occurrence of a force majeure, failure of its suppliers to ship or deliver on time, or other circumstances beyond reasonable control by ProTelesis. Expected delivery dates are estimates of our suppliers and in no circumstance shall ProTelesis be liable for any consequential or special damages arising from any delay in shipment or delivery.

Prices

All prices will be as set forth on any ProTelesis quote approved by both ProTelesis and Customer, or on a valid purchase order from Customer that has been approved by ProTelesis in written form, subject to the Notice of Changes provision below.

Notice of Changes

Customer agrees that ProTelesis may provide written notice of changes, including but not limited to changes in Rates, fees, and policies, by posting such notice on ProTelesis’s official website at https://www.protelesis.com/policy-center.  Such posting shall constitute valid and sufficient written notice to Customer. It is Customer’s responsibility to regularly review the Policy Center for updates. Rate changes shall not affect any Service still within a committed Service Term but shall apply to Services continuing on a month-to-month basis following the expiration of any Initial or Renewal Term.

Additional Charges and Taxes

Prices set forth in a quote may be exclusive of, but Customer agrees to pay all taxes (excluding those on ProTelesis net income), surcharges, recovery fees, customs clearances, duties, levies, shipping charges and other similar charges (and any associated interest and penalties resulting from Customer’s failure to timely pay such taxes or similar charges) relating to the sale, transfer of ownership, installation, license, use or provision of the Services, except to the extent Customer provides a valid exemption certificate prior to the delivery of Services.

Billing

ProTelesis shall invoice Customer in accordance with the terms of an approved Quote or Customer Purchase Order approved by ProTelesis. Invoices may be delivered electronically (including by email or through a secure portal) or in paper form. Electronic invoices shall be deemed received when transmitted. Unless otherwise specified in the applicable Quote, invoices will be issued on a monthly basis, unless otherwise mutually agreed upon.  If Customer reasonably disputes any invoiced charge, Customer must notify ProTelesis in writing within thirty (30) days of the invoice date, identifying the disputed amount and the basis for the dispute. All undisputed amounts shall remain due and payable in accordance with this Agreement.  For Services commencing or terminating mid-billing cycle, charges may be prorated as set forth in the Cancellations section. Additional fees, surcharges, or usage-based charges incurred by Customer (including without limitation additional licenses, overages, or service modifications) may be invoiced separately or included on the next billing cycle.  At Customer’s request, and subject to ProTelesis’s consent (which may not be unreasonably withheld), Customer’s Affiliates may be invoiced separately, and ProTelesis will accept payment from such Affiliates. Customer will remain responsible for payment of all amounts in the event such Affiliates fail to pay.  It is Customer’s responsibility to ensure billing contact and address information on file with ProTelesis is accurate and current.

Disputed Charges

If Customer reasonably and in good faith disputes any portion of an invoice, Customer must notify ProTelesis in writing at support@protelesis.com within thirty (30) days of the invoice date, identifying the disputed amount and describing the basis for the dispute in reasonable detail. Any amounts not disputed in this manner shall be deemed accepted and binding upon Customer.  Customer shall pay all undisputed portions of the invoice in accordance with the Payments section of this Agreement. Resolution of disputed amounts will be handled promptly and in good faith by both parties. If it is determined that Customer was incorrectly billed, ProTelesis will either (a) issue a credit for the disputed charges on the next invoice, or (b) cancel and reissue the invoice with corrected charges. If it is determined that additional amounts are owed, such amounts shall be due within ten (10) days of resolution.  Failure to provide timely notice of a dispute shall constitute a waiver of Customer’s right to contest the invoice.

Payments

Customer will pay ProTelesis without deduction, setoff or delay for any reason (except for withholding taxes as provided in the Additional Charges and Taxes or Disputed Charges). Payment is due within 30 days after the date of the invoice (unless another date is specified on the invoice) and must refer to the invoice number. Charges must be paid by Customer’s check mailed, to the address shown on the invoice, in the currency specified on the invoice. Customer may also pay via electronic transfer (“EFT”), through the automated clearinghouse association (“ACH”) to the financial institution designated by ProTelesis. Credit card payments will be accepted with an additional 2% fee incurred. Customer will reimburse ProTelesis for all costs associated with collecting delinquent or dishonored payments, including reasonable attorneys’ fees. ProTelesis may charge late payment fees at the lower of 1.5% per month (18% per annum) or the maximum rate allowed by law for overdue payments.

Cancellations

Customer may cancel Services by providing at least thirty (30) days’ prior written notice to support@protelesis.com. Cancellations will not be effective until confirmed in writing by ProTelesis. For Services billed in arrears, Customer acknowledges and agrees that a final prorated invoice may be generated and billed on the regular billing cycle following cancellation, covering usage up to the effective cancellation date. Customer remains responsible for payment of all charges incurred prior to the effective date of cancellation.

Credit Terms/Escrow/Creditor Arrangements/Deposits

If ProTelesis determines, in its reasonable judgment, that Customer is not creditworthy, the parties will explore alternatives to mitigate the associated risks to ProTelesis’s satisfaction, and if the parties are unable to agree to such an alternative, Customer agrees to establish a reasonable deposit arrangement pursuant to which ProTelesis may apply deposit amounts to any overdue charges owed.

Limitation of Liability

Buyer’s remedies under this agreement are subject to any limitations contained in manufacturer’s terms and conditions to ProTelesis, a copy of which will be furnished upon written request. Furthermore, ProTelesis’ liability shall be limited to either repair or replacement of the goods or refund of the purchase price, all at ProTelesis’ option. In no case shall ProTelesis be liable for incidental, special, or consequential damages. In addition, claims for shortages, other than loss in transit, must be made in writing within five (5) days of receipt of shipment.

Warranty

All goods sold under the ProTelesis sales order are sold and/or delivered without warranty of any kind, including without limitation, any implied warranty of merchantability, fitness for particular purpose, title and non-infringement unless such goods are warranted by a manufacturer thereof without any liability thereunder being that of ProTelesis. However, nothing herein shall permit ProTelesis to interfere in any way with the warranty of any manufacturer that rightfully passes to the customer. ProTelesis shall take all reasonable steps to inform the customer of the manufacturer’s warranty provisions and assist, where appropriate, in the validation of any such warrant.

Compliance with Law

Customer acknowledges and agrees that certain goods delivered under the ProTelesis sales order may be covered by copyrights, patents, and export regulations and customer agrees to abide by all such copyrights, patents, and export regulations as well as any other applicable laws and regulations of any governmental authority.

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