Approval of the service's scope, specifications conditions and
prices are satisfactory and hereby accepted upon signature on the
order. Approval of the order gives GMDIT the verification to
begin services. Quote may not include all state or federal applicable
In the event breach of these (above) commitments prevents the
installation of Services and over 30 days has elapsed since contract
sign date; billing for such services will commence on that day.
Access to Customer’s Computer Systems:
Client shall provide specific and detailed information
concerning, and reasonable access to, Customer’s computer
systems, documentation, and networks as needed to perform
and deliver the Services.
Client shall provide all information, access and full,
good faith cooperation reasonably necessary to deliver and
provide the Services. In the event Client fails to comply
with the foregoing, GMDIT shall be relieved of its
obligations hereunder to the extent such obligations are
dependent on Client’s performance of its obligations. In
such an event, Client’s payment obligations are still in
full force and effect.
The term of this Agreement commences on the install date of service
and continues for the stated term on this Service Order (the
"Initial Term"). The term of this Agreement shall continue thereafter
for one-year renewal terms (the initial term and each renewal term,
a "Term") unless either party, at least thirty (30) days prior to
the end of the then-current Term, notifies the other party that this
Agreement shall expire at the end of such Term. Service termination
must be submitted via signed hard copy communication to GMDIT
(3155 Dallavo Ct. Commerce MI, 48390) 30 days prior to contract end date.
GMDIT reserves the right to change the pricing for the Services at
the end of the initial Term and each renewal Term. Any such price
changes shall be in writing, and in order for any renewal Term under
such new pricing to be effective, GMDIT shall receive a purchase
order from Client or an executed new Exhibit outlining new pricing.
GMDIT shall have the right to terminate this Agreement, effective
immediately and without any requirement of notice, in the event that
PAYMENT IN THE EVENT OF EARLY TERMINATION:
In the event of any early termination of this Service Contract by
Client, Client agrees to pay, the entire balance of the then current
term and any expenses incurred in accordance with disconnection and
retrieval of rented hardware as applicable. Client’s obligation to
pay for the entire balance of the term of the Service is absolute
and unconditional and is not subject to reduction or setoff.
- Ceases to function as a going concern;
- Becomes insolvent or is unable to pay its debts as
they become due, or generally admits in writing its inability
to pay its debts as they become due;
- Has a receiver, trustee or similar officer,
appointed for its business or property; or
- Involuntarily has any reorganization, insolvency,
readjustment of debt, dissolution, or liquidation law or
statute, or any other similar proceedings instituted against
- Has Franchise or primary business letter of agency
revoked or suspended.
- Undergoes a change in ownership
Service is provided with no warranty, expressed or implied, for the
services provided. This no warranty expressly includes any
reimbursement for losses of income due to disruption of service by
GMDIT beyond the fees paid by Client to GMDIT for Services. No credits
will be issued exceeding what has been billed and received by GMDIT.
Neither party shall be liable for any default or delay in performance
of its obligations hereunder (excluding any obligation to make timely
payments as provided hereunder) to the extent the same is attributable
to events beyond the reasonable control of such party, including,
without limitation, acts of God, acts of public enemies, civil
commotions, embargoes, epidemics, quarantine restrictions, floods,
fires, earthquakes, unusually severe weather conditions, strikes,
labor disputes, accidents, mechanical breakdowns and governmental
ADDITIONAL TERMS AND CONDITIONS:
During the Term of this Agreement GMDIT shall provide to
Client Managed Network and Security Services which may include
but not limited to: (i) Onsite time to initiate service; and
(ii) Network and information security consultation and
implementation (iii) Network transport and/or internet
If GMDIT provides Client with the use of any Hardware for
use while receiving the Services, Client shall return such
hardware to GMDIT upon the expiration or termination of this
Agreement. If such Hardware is not returned, Client will be
liable for its replacement costs and will be invoiced accordingly.
Sales to Client are made at the prices in effect at the time
of order, unless delivery or installation is specifically
delayed by Client.
Sales and Similar Taxes:
Except as otherwise agreed to by GMDIT in writing, GMDIT's
prices do not include sales, use, excise, or similar taxes.
Consequently, in addition to the prices specified, the amount
of any present or future sales, use, excise or other similar
tax applicable to the sale of the Services hereunder shall
be added to the invoice by GMDIT and paid by Client or, in
lieu thereof, Client shall furnish GMDIT with such tax
exemption certificate(s) as the taxing authorities may require.
Stenographic and/or clerical errors may occur from time to
time in the price schedules, program bulletins and announcements,
order paperwork, and other documents developed and distributed
by GMDIT in connection with the marketing of Services. All
such errors are subject to correction by GMDIT.
The Buyer hereby grants Seller a security interest in all
equipment ordered or delivered, until such time as Buyer
shall execute and deliver any financing statements or other
documents as may be requested by Seller in order for Seller
to establish and maintain a perfected security interest in
Terms of Payment:
I agree that Seller will bill my GM Dealer Open Account for
merchandise, services, and freight and appropriate taxes.
The point of final delivery shall be the point of sale. I
(dealer) shall indemnify Seller from payment of all sales,
use and other taxes relating to this site. All other services
shall be for cash or credit card only, provided, however, that
GMDIT shall establish for Client an open line of credit, with
specific application to purchases, consistent with accepted
accounting and credit standards such as pay habits, net worth,
and other business considerations, and that to the extent
Client’s purchases do not exceed such credit limit, Service
fees may be charged to Client's account upon installation of
Services. Client shall cause said account to be paid as per
statement furnished. GMDIT has the right to adjust Client's
credit limit from time to time, upon notice to Client.
In the event of automatic or early termination where as
client changes ownership or ceases as a going concern,
client's owner, shareholder or LLC member at time of contract
signing personally guarantees any outstanding debt.
Late Payment Charges:
Client shall pay GMDIT within thirty (30) days from the date
of invoice for all Services and expenses. Any amount not so
paid shall incur a late payment charge of $25.00 plus one and
three-quarters percent (1.75%) of overdue amount per month.
This late charge is applicable to the unpaid balance as of
the due date. Client shall pay GMDIT all reasonable costs
including, without limitation, attorneys’ fees, collection
agency fees and any other costs incurred by GMDIT, in the
collection of fees due under this Agreement.
Right of Set-Off:
In addition to any right of set-off provided by law, all
monies and accounts due Client hereunder shall be considered
net of indebtedness of Client to GMDIT, arising from whatever
cause, and GMDIT has the right to deduct any amounts due or
to become due hereunder from Client to GMDIT from any sums
on accounts due or to become due for whatever cause, from
GMDIT to Client.
Each service contract contains term duration for service,
service pricing is based on this term and all early terminations
terms herein apply. All contracts signed under GMDIT (and
previously “GMDE.net”) are binding to General Motors Dealer
Information Technology program custodian Nuspire Corporation
(3155 Dallavo Ct. Commerce MI, 48390)
Notice of Defect:
In the event the rented Service Hardware as supplied hereunder
is claimed to be defective, any claims must be made within
30 days after Client 's receipt. GMDIT shall be given ample
opportunity to inspect the Hardware. GMDIT shall have the
option of replacing defective Hardware. Such replacement
shall be Client 's sole and exclusive remedy against GMDIT
for defective Hardware; without limiting the generality of
the foregoing, it is agreed that GMDIT shall not be liable
for any transportation, fabrication, installation, or other
expenses incurred by Client in connection with defective
Right to Enter Agreement:
Each party and the undersigned individual(s) represent and
warrant that it has the full and unencumbered right, power
and authority to enter into this Agreement.
Limitation of Liability:
In no event shall GMDIT be liable to Client for special,
incidental, or consequential damages, losses, or expenses.
The parties recognize that the field of information security
is one in which the risks and threats change daily, neither
GMDIT nor Client can anticipate each and every threat which
can develop in the future and, as such, the GMDIT Technology
cannot prevent or defend against every possible threat.
Accordingly, the parties acknowledge and agree that the
following disclaimers and limitations of liability represent
bargained for allocations of risk, and that the economics,
terms and conditions of this Agreement are based upon and
reflect such allocations.
GMDIT warrants that its personnel are adequately trained and competent to perform the
Services and that the Services shall be performed in a professional manner in accordance
with industry standards.
EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, THE SERVICES AND GMDIT
TECHNOLOGY ARE PROVIDED “AS IS.” NEITHER PARTY MAKES ANY OTHER WARRANTIES OR
REPRESENTATIONS, EXPRESS OR IMPLIED, IN FACT OR IN LAW, CONCERNING THE SERVICES OR ANY
OTHER MATTER COVERED BY THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF
TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND
INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE AT LAW OR
FROM A COURSE OF DEALING, USAGE OR TRADE.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY HERETO FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS AND LOST SAVINGS)
SUFFERED OR INCURRED BY SUCH OTHER PARTY IN CONNECTION WITH THE SERVICES, OR ANY OTHER
MATTER COVERED BY THIS AGREEMENT, REGARDLESS OF THE FORM OR THEORY OF THE ACTION,
(INCLUDING NEGLIGENCE), EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
GMDIT’s TOTAL LIABILITY TO CLIENT IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE
ANNUAL AMOUNT ACTUALLY PAID BY CLIENT TO GMDIT HEREUNDER.
Notwithstanding any of the foregoing, GMDIT shall not be responsible for any damages
resulting from any inaccurate or incomplete information provided by Client or its agents.
GMDIT shall also not be responsible for the consequences of any work performed,
modifications made to the Services, or for any hardware or software provided, by Client,
its agents or any third parties.
The only warranties applicable to the rented hardware are
those extended by the respective Manufacturer and apply to
GMDIT only. GMDIT authorizes no third person or party to
assume any warranty obligation of liability on GMDIT 's behalf.
GMDIT is not responsible for Client’s network usage that may
contain inflammatory, abusive, derogatory, defamatory and/or
obscene, or contain pornographic matter and/or constitutes
hate mail, or violates privacy of any person(s) or breaches
confidentiality or otherwise is illegal, immoral or contrary
to public policy. Nor is GMDIT responsible should it contain
anything infringing copyright and/or intellectual property
rights of any person(s).
When confirmed by GMDIT, this Order shall become the entire
agreement between GMDIT and Client, and a complete allocation
of risks between them, relating to Client's acquisition of
the Services and Hardware listed on the face hereof. This
agreement supersedes all prior understanding and agreements
between the parties relating to the subject matter hereof
and may be supplemented or amended except expressly in writing
signed by the party to be charged therewith. Client may not
assign any of its rights or delegate any of its duties hereunder
without the prior written consent of GMDIT. This agreement
shall be governed in all respects by the laws of the State