Supplemental Terms – Kiosk Devices
These Supplemental Terms set forth the terms and conditions on which Verifone offers various kiosk devices (“Kiosk Equipment” or “Equipment”) for purchase.
1. Delivery - Lead time may be stated on the Order Form. All of the information requested by Verifone in these Supplemental Terms for Verifone Kiosk Equipment must be received to initiate an order with Verifone. Any delays in receipt of information, requested materials and/or payments due will cause equal or greater delays in Verifone delivery. All Client information must be received by Verifone prior to commencement of lead time. Lead times are not guaranteed or firm and are provided purely as estimates. Delays may occur due to weather or other acts of God, material and labor shortages, changes ordered by you, concealed conditions, delays by shippers and suppliers, vandalism, casualty losses, or other factors beyond Verifone’s control. Verifone shall not be liable for any claim or expense due to delay.
2. Shipping – Delivery of Equipment shall be as designated by Verifone, (ii) title to the Equipment and risk of damage thereto or loss thereof, shall pass to you upon delivery of such Equipment by Verifone to the carrier for shipment, and (iii) you shall be deemed to have accepted the Equipment upon the date title to such Equipment passes to you. Notwithstanding the foregoing, in the instance where you have made payment in full on Equipment, but have elected to delay shipment of such Equipment from the Verifone facility, Verifone shall not bear the risk of loss for such Equipment as of the date when such Equipment would have otherwise been shipped to you via carrier from Verifone facility. Verifone shall invoice you for all shipping charges incurred by Verifone in so shipping the Equipment, and you shall pay such charges. Freight quotes are estimated for budgeting purposes only and are subject to change. Order Form are valid for thirty (30) days only. When Verifone Equipment arrives, you are responsible for noting any damages to the packaging of Verifone Equipment with the carrier. If damages are not noted with the carrier, Verifone shall not be liable for any claim or expense arising from any physical damages the Equipment.
3. Reservation of Ownership – As stated above, Verifone remains owner of the Equipment or goods purchased under these Supplemental Terms for Verifone Kiosk Devices until the purchase price and any interest, late charge and/or costs due are paid in full by you, regardless whether you have already taken possession of the Equipment. In the event of default by you in any payment due, Verifone shall have the right, in addition to any other remedies it may have at law or in equity, to withhold shipment, to recall Equipment in transit and retake the same, or to repossess any Equipment or goods that are stored for you without the necessity of Verifone initiating any other proceedings.
4. Warranty – Verifone hereby warrants that each component of the Verifone Equipment will be free of material defects in material and workmanship for a period of one (1) year from the date on which title to any Verifone Equipment passes to you according to Section 2 above (the “Warranty Period”). The Warranty Period for any Equipment ready to ship but not shipped (from any reason) will commence as of the ready-to-ship date. During the Warranty Period, you shall return any defective component to Verifone at your expense. Verifone shall repair or replace any defective component within thirty (30) days of receipt, at Verifone’s expense, including all return shipping expenses (charges may apply for shipments outside North America). This Warranty shall include, without limitation, all metal and plastic parts, fabrications and formations supplied by Verifone, regardless of whether a warranty is provided by the manufacturer, subcontractor or supplier thereof. Verifone does not warrant any component supplied by you or your suppliers. Verifone’s Warranty may be voided by misuse, accident, modification, unsuitable physical or operating environment, improper maintenance by you or your service organizations, removal or alteration of part identification, or any failure caused by a component or product for which Verifone is not responsible. NOTWITHSTANDING ANYTHING TO THE CONTRARY THE WARRANTY PROVIDED HEREIN DOES NOT APPLY TO KIOSKS NOT MANUFACTURED BY VERIFONE, SOFTWARE, CONSUMABLE ITEMS (E.G., BATTERIES, PAPER, RIBBONS, PLASTIC PARTS, THERMAL PRINTER HEADS, MAGNETIC HEADS), SPARE PARTS OR SERVICES, OR TO KIOSKS, OR TO COMPONENTS THEREOF THAT HAVE BEEN ALTERED, MODIFIED, REPAIRED OR SERVICED IN ANY RESPECT (OTHER THAN BY VERIFONE OR ITS REPRESENTATIVES AND INCLUDING, WITHOUT LIMITATION, MAINTENANCE OR INSTALLATION BY YOU OR THIRD PARTIES). NOTHING IN ANY DOCUMENTATION PROVIDED OR DESIGNATED BY VERIFONE WITH RESPECT TO ANY KIOSKS SHALL BE DEEMED TO EXTEND OR OTHERWISE MODIFY THE WARRANTY PROVIDED HEREUNDER OR THESE WARRANTY TERMS, INCLUDING THE DURATION OF ANY WARRANTY PERIOD. IN THE EVENT OF A CONFLICT BETWEEN THESE WARRANTY TERMS AND ANY SUCH DOCUMENTATION, THESE SUPPLEMENTAL TERMS SHALL CONTROL. THE WARRANTIES PROVIDED IN THESE TERMS AND CONDITIONS ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF ANY CERTIFICATION OF KIOSKS, AND WARRANTIES OF NONINFRINGEMENT. Except as otherwise expressly stated in these Supplemental Terms for Verifone Kiosk Devices, all warranties and conditions, whether express or implied by law or otherwise (including but not limited to implied terms of quality and fitness for purpose or particular use) are hereby excluded to the extent permitted by law. Verifone’s Warranty to repair or replace defective Equipment is your sole remedy for any defect or non-conformity of Verifone Equipment.
5. Prototype – If your Order Form is for a prototype kiosk ("Prototype") the additional terms in this Section apply. You hereby acknowledge that the Prototype is a sample product built to test and prove specifications for a custom product. You further acknowledge and agree that the Prototype may not be an accurate representation of the visual appearance, actual function, choice of materials or manufacturing quality of the final product. The Prototype is not subject to the Warranty provisions outlined in these Terms and Conditions, and is intended solely for the purposes of developing a future custom product.
6. Payment – Verifone’s standard terms are 100% payment due at time of order of Equipment. Alternate terms of sale and/or payment are solely at the discretion of Verifone, are extremely rare, and may impact pricing. Under no circumstances will you be entitled to withhold or suspend payment or deduct from the amounts due hereunder, including, but not limited to, circumstances where you have identified any non-conformity during the Warranty Period. Delivery address determines taxation status.
7. Currency – Verifone’s standard payment terms are 100% payment due at time of order or as agreed to by Verifone in writing. All prices are quoted in US Dollars. All remittances must be paid in US Dollars. Costs and delays related to customs, taxes and/or duties on international shipments are your sole responsibility.
8. Extension of Credit – In the rare event that Verifone extends credit to you under these Supplemental Terms for Verifone Kiosk Devices, you agree to pay the full purchase price, including any interest, late charge and/or costs pertaining to these Supplemental Terms for Verifone Kiosk Devices and all other charges as described herein according to the terms of these Supplemental Terms for Verifone Kiosk Devices. Any increase in Verifone’s cost of supplying the Equipment caused by any level of governmental law, regulation, tax, tariff, or other burden imposed after the date of Order Form on the ownership, storage, processing, production, transportation (including, without limitation, fuel surcharges), distribution, use or sale of the Equipment covered by these Supplemental Terms for Verifone Kiosk Devices will be added to the purchase price under these Supplemental Terms for Verifone Kiosk Devices and be paid by you upon Verifone’s written demand.
9. Late Charges and Collection Costs – In the event that Verifone does not receive payment of any amounts due by the due date, a late charge will be assessed beginning on that day and continuing each day thereafter until all amounts due are paid in full. The late charge will be the lesser of (a) the maximum amount permitted by applicable law or (b) 1.75% per month, or 21% per annum, of the total of the balance due. If any amounts due remain unpaid and Verifone takes action to collect these amounts from you, all collection costs, with an agreed minimum of 15% of the principal amount due, will be for your account only and can be claimed from you by Verifone.
10. Returns – All orders placed are final. Orders are binding as of the date submitted by you in accordance with these Supplemental Terms for Verifone Kiosk Devices and may not be canceled, refunded, or changed at any time thereafter.
11. Limitation of Liability – To the fullest extent allowed by law, you shall be responsible for all liability, injury to persons or property, damages, claims and expenses arising from use of the Equipment and/or any components that are attributable in whole or in part to your negligence or misconduct or the negligence or misconduct or any of your representatives or agents and or the usage of Equipment by you and/or anyone of your representatives or agents not in accordance with these Supplemental Terms for Verifone Kiosk Devices. In no event shall Verifone or any of its suppliers be liable to you, any user of the Equipment, or any other third party for any indirect, incidental, consequential, exemplary or punitive damages, including loss of profits or goodwill, for any matter arising out of or otherwise relating to these Supplemental Terms for Verifone Kiosk Devices, whether such liability is asserted on the basis of contract, tort or otherwise, even if Verifone has been advised of the possibility of such damages. In no event shall Verifone’s total and aggregated liability hereunder exceed the fees actually paid by you to Verifone under these Supplemental Terms for Verifone Kiosk Devices in the six (6) months prior to any claim arising against you and/or Verifone.
12. Indemnification – You acknowledge that Verifone is providing Equipment to you for your use, and that Verifone has no control over how the Equipment is used. You hereby agree to indemnify, defend and hold Verifone and its officers, directors, employees, agents and contractors (collectively, “Verifone Indemnities”) harmless from and against any and all third party claims, demands, losses, liabilities, damages, suits or other actions, including any reasonable attorneys’ fees and costs (collectively, “Claims”) that any of the Verifone Indemnities incur or suffer arising out of or otherwise relating to (i) the use or inability to use any of the Equipment purchased under these Supplemental Terms for Verifone Kiosk Devices; (b) any personal injury or property damage caused directly or indirectly by use or misuse of the Equipment purchased under these Supplemental Terms for Verifone Kiosk Devices; (c) any use of the Equipment not in accordance of these Supplemental Terms for Verifone Kiosk Devices and/or Verifone’s written orders; or (d) any use of the Equipment in violation of any federal, state, country, local or municipal law, rule, regulation, ordinance or similar edict.
13. Storage – In the event that Verifone does not ship an order or part of an order to you based on your request, or based on your failure to pay amounts due, a storage fee of $100.00 per Equipment unit per month will be assessed starting thirty (30) days after the ready-to-ship date.
14. Intellectual Property – You acknowledge that, as between you and Verifone, Verifone solely and exclusively owns all right, title and interest, including all intellectual and proprietary rights relating to proprietary aspects of the Equipment purchased hereunder, including specifications relating to Equipment system, hardware, or hardware of a digital sign system and related components of the foregoing, and all engineering and technical drawings, designs, and specifications thereto (“Verifone Technology”). Subject to full and timely payment, Verifone hereby grants you a limited, nonexclusive right to use Equipment delivered hereunder solely for your business purposes. You may not analyze or attempt to analyze, reverse engineer, deconstruct or in any way determine the structure, composition or sequence of the Equipment or of any Verifone Technology, nor may you allow any third party to do so. The transfer of Equipment to you does not constitute a grant, option or license to any patent or other rights now or subsequently held by Verifone, except for the limited right to use granted in this Section.
15. Non-Solicitation – You agree that you will not: (i) solicit for employment or encourage any employee or contractor of Verifone to terminate employment with, or cease providing services to, Verifone; or (ii) induce or attempt to induce any client, supplier, vendor, service provider or other business associate of Verifone to cease doing business with Verifone or in any way interfere with the relationship between Verifone and any of its clients, suppliers, vendors, service providers or other business associates.
16. Software Purchases – You acknowledge and agree that the terms, conditions, fulfillment of obligations for services related to the software, warranty claims, disputes whether commercial or otherwise, and all liability relating to any software purchase for this order are solely between you and the software vendor. Verifone disclaims any and all liability related to, and does not warrant, any software purchase.