Terms and Conditions

Updated: 6.12.18 V.9

TERMS AND CONDITIONS OF SALE

THESE TERMS AND CONDITIONS OF SALE (THE “TERMS”) GOVERN THE SALE OF PRODUCTS BY MAINLINE TO CLIENT.  MAINLINE AGREES TO SUPPLY THE PRODUCTS SUBJECT TO THE TERMS AND CONDITIONS CONTAINED HEREIN. MAINLINE’S ACCEPTANCE OF CLIENT’S PURCHASE ORDER OR EXECUTED PROPOSAL AND AGREEMENT TO PROVIDE PRODUCTS IS EXPRESSLY MADE CONDITIONAL ON CLIENT’S ACCEPTANCE OF THESE TERMS.  IN THE EVENT CLIENT’S PURCHASE ORDER INCLUDES TERMS AND CONDITIONS THAT DIFFER FROM OR ARE IN ADDITION TO THESE TERMS SET FORTH HEREIN, CLIENT’S TERMS AND CONDITIONS ARE EXPRESSLY REJECTED BY MAINLINE AND ARE NULL AND VOID.

  1. DEFINITIONS
    1. “CLIENT” means the party who orders Products from MAINLINE pursuant to these Terms.
    2. “Confidential Information” means secret processes, trade secrets, customer lists, personnel statistics, pricing, pricing methods, techniques, inventions, specifications, ideas, processes, prototypes, models, drawings, marketing plans, financial data, computer programs, computer software, and any information included in a MAINLINE Proposal.
    3. “MAINLINE” means Mainline Information Systems, Inc.
    4. “Equipment” means any hardware products and features identified under an applicable Proposal.
    5. “Products” means collectively, Equipment, SKU Services, and Third Party Products.
    6. “Proposal” means the quote, proposal or agreement or any other document submitted by MAINLINE to CLIENT identifying the Products and corresponding prices.
    7. “Purchase Order” means an offer by CLIENT to purchase the Products identified in the Proposal.  Without limitation upon the generality of the foregoing language, Purchase Order shall include any documentation, purchase order, electronic order or any other purchase authorization submitted by CLIENT to MAINLINE in response to a MAINLINE Proposal.
    8. “SOW Services” shall mean professional services engagements to be provided by MAINLINE or MAINLINE’s authorized subcontractors to CLIENT pursuant to a separately executed statement of work, which shall reference a governing master services agreement (“MSA”).
    9. “SKU Services” shall mean MAINLINE services identified by a corresponding part number in a Proposal.
    10. “Third Party Products” means any third party software, maintenance or support services, or third party remarketed services identified under an applicable Proposal, for which MAINLINE will invoice and collect payment from CLIENT pursuant to the payment terms incorporated herein.  For the avoidance of doubt, the applicable service provider or licensor will contract directly with CLIENT relating to the performance of Third Party Products.
  2. FORMATION OF CONTRACT
    1. CLIENT’s submission of a Purchase Order or executed Proposal to MAINLINE constitutes an offer by CLIENT to purchase the Products subject to these Terms and formation of a contract is conditioned upon MAINLINE’s subsequent acceptance.  MAINLINE’s acceptance of CLIENT’s offer to purchase Products takes effect at the point where such offer is expressly accepted by MAINLINE upon the earlier of MAINLINE (i) sourcing the Products; or (ii) accepting CLIENT’s payment for Products.  Notwithstanding the foregoing, any Purchase Order terms are void and of no effect.
    2. The sale of Products is subject to these Terms to the exclusion of any other terms and conditions stipulated or referred to by CLIENT. CLIENT acknowledges that it is aware of the contents of and agrees to be bound by these Terms. Neither MAINLINE’s acknowledgment of a Purchase Order nor MAINLINE’s failure to object to conflicting, different, or additional terms in a Purchase Order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof.  For the avoidance of doubt, these Terms contain the exclusive terms and conditions governing MAINLINE’s sale of Products to CLIENT.
  3. SHIPPING; TRANSFER OF TITLE AND RISK OF LOSS; INSURANCE; INSTALLATION
    1. Upon delivery of Equipment, title and risk of loss for the Equipment transfers to CLIENT.  CLIENT is responsible for shipping costs.  When applicable, shipping costs will be stated in the Proposal.  Expedited shipping requests will result in CLIENT incurring additional shipping charges.
    2. MAINLINE will provide, at no cost to CLIENT, standard shipping and transportation insurance for the physical risk of loss of the Equipment until delivery.  In no case shall the insurance coverage provided by MAINLINE exceed thirty (30) days from the date of Equipment delivery.
    3. When applicable, installation charges for the Equipment will appear on the Proposal.  CLIENT agrees to provide a secure location and safe working environment for delivery of the Products.  In the event CLIENT fails to make the Equipment available for installation within six (6) months from the date the Equipment ships, additional charges may apply.
  4. THIRD PARTY PRODUCTS
    1. MAINLINE warrants that it is an authorized remarketer of any Third Party Products.  For all Third Party Products, the applicable third party will be the party responsible for providing the Third Party Products to CLIENT and CLIENT will look solely to the third party for any loss, claims or damages arising from or related to the provision of such Third Party Products.  CLIENT acknowledges that the Equipment may include Third Party Products in which MAINLINE has no ownership or other proprietary rights and no title thereto shall be transferred hereunder.  Any Third Party Products’ agreement shall be separate and distinct from these Terms, and MAINLINE and its assigns shall not have any rights or obligations thereunder or with respect to such Third Party Products.
    2. CLIENT acknowledges and agrees that MAINLINE’s acceptance of CLIENT’s order for Third Party Products is contingent upon CLIENT executing the applicable third party’s required terms and conditions within thirty (30) days of placing the order for Third Party Products with MAINLINE. If CLIENT fails to execute the applicable third party’s required terms and conditions within such thirty (30) day period, MAINLINE reserves the right, at its option, to either (i) reject CLIENT’s order, or (ii) cancel CLIENT’s order and refund amounts paid by CLIENT to MAINLINE for such Third Party Products.
  5. SKU Services; SOW SERVICES
    1. SKU Services listed in the Proposal shall be performed pursuant to these Terms.  SKU Services service descriptions are available at https://www.mainline.com/about/mainline-service-work-orders/.
    2. MAINLINE warrants that in performing SKU Services, it shall (i) comply with all applicable United States laws, and (ii) perform SKU Services in a good and workmanlike manner in accordance with industry standards. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, MAINLINE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO THOSE SKU SERVICES PROVIDED HEREUNDER.
    3. WITH RESPECT TO MAINLINE’S PERFORMANCE OF SKU SERVICES HEREUNDER, IN NO EVENT WILL MAINLINE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF DATA, EVEN IF MAINLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  MAINLINE’S LIABILITY FOR PERFORMANCE OF SKU SERVICES HEREUNDER SHALL BE LIMITED TO THE PURCHASE PRICE OF THE SKU SERVICE GIVING RISE TO THE DAMAGES.
    4. CLIENT acknowledges and agrees that SOW Services may be listed in a Proposal.  Such SOW Services shall be performed pursuant to a mutually executed statement of work and governing MSA.
    5. Client warrants and represents that Client shall not provide Mainline with access to any personal data subject to protection under the General Data Protection Regulation 2016/679 (“GDPR”).  Client acknowledges and agrees that no processing of personal data of European Economic Area data subjects is required for Mainline’s performance of services.
  1. PRICES, PAYMENT AND TAXES
    1. Prices are stated in the Proposal.  CLIENT agrees to make payment in full to MAINLINE for all amounts due within thirty (30) days from date of invoice. CLIENT also agrees to pay interest on all amounts that become past due. Interest will be charged at one and a half percent (1 ½%) per month or the highest rate allowed by law, whichever is less.  Additionally, CLIENT will be responsible for all collection costs and attorney fees incurred to collect any delinquent amount.  CLIENT shall pay all sales and other taxes, however designated, except taxes based upon the income of MAINLINE, which are levied or imposed by reason of the transactions contemplated herein. Estimated taxes may be listed in the proposal.  Final taxes will be calculated and stated on the invoice to CLIENT.  If CLIENT is exempt from tax then CLIENT agrees to provide a valid sales tax exemption certificate prior to issuing a Purchase Order.
  2. OTHER
    1. CONFIDENTIAL INFORMATION.  CLIENT agrees to treat as strictly secret and confidential and to use only for the purposes of evaluating a Proposal, all Confidential Information supplied by MAINLINE.  CLIENT shall not disclose any Confidential Information to any person not entitled to receive it. Upon the demand of MAINLINE, CLIENT promptly return to MAINLINE all Confidential Information furnished to CLIENT, together with all copies or reproductions then in CLIENT’s possession or control.
    2. EQUIPMENT WARRANTIES.  MAINLINE warrants and represents that new Equipment purchased by CLIENT hereunder, if any, is eligible for all warranties and indemnities provided by the applicable manufacturer.
    3. GOVERNING LAW AND VENUE.  Exclusive venue for any dispute shall be Leon County, Florida. The applicable law governing these Terms shall be Florida law. THE PARTIES WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY CLAIM, ACTIONS, PROCEEDING, OR COUNTERCLAIM BY EITHER PARTY AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS.

Updated: 6.12.18 V.2

EXHIBIT A: TERMS AND CONDITIONS OF SALE – FEDERAL SALES

THESE TERMS AND CONDITIONS OF SALE – FEDERAL SALES (THE “TERMS”) GOVERN THE SALE OF PRODUCTS BY MAINLINE TO CLIENT.  MAINLINE AGREES TO SUPPLY THE PRODUCTS SUBJECT TO THE TERMS AND CONDITIONS CONTAINED HEREIN. MAINLINE’S ACCEPTANCE OF CLIENT’S PURCHASE ORDER OR EXECUTED PROPOSAL AND AGREEMENT TO PROVIDE PRODUCTS IS EXPRESSLY MADE CONDITIONAL ON CLIENT’S ACCEPTANCE OF THESE TERMS.  IN THE EVENT CLIENT’S PURCHASE ORDER INCLUDES TERMS AND CONDITIONS THAT DIFFER FROM OR ARE IN ADDITION TO THESE TERMS SET FORTH HEREIN, CLIENT’S TERMS AND CONDITIONS ARE EXPRESSLY REJECTED BY MAINLINE AND ARE NULL AND VOID.

  1. DEFINITIONS
    1. “CLIENT” means the party who orders Products from MAINLINE pursuant to these Terms.
    2. “Confidential Information” means secret processes, trade secrets, customer lists, personnel statistics, pricing, pricing methods, techniques, inventions, specifications, ideas, processes, prototypes, models, drawings, marketing plans, financial data, computer programs, computer software, and any information included in a MAINLINE Proposal.
    3. “MAINLINE” means Mainline Information Systems, Inc.
    4. “Equipment” means any hardware products and features identified under an applicable Proposal.
    5. “Federal Government End User” means the federal government, federal government agencies, a federal government owned or affiliated corporation involved in federal procurement activities, federal contractors in support of a prime contract with the Federal government, and Federal Government cost reimbursement prime contractors and management and operating contractors that receive proper authorization under FAR Part 51 from federal agencies to make federal purchases or acquisitions where licenses granted and title to equipment vest in the Federal Government End User.
    6. “Products” means collectively, Equipment, SKU Services, and Third Party Products.
    7. “Proposal” means the quote, proposal or agreement or any other document submitted by MAINLINE to CLIENT identifying the Products and corresponding prices.
    8. “Purchase Order” means an offer by CLIENT to purchase the Products identified in the Proposal.  Without limitation upon the generality of the foregoing language, Purchase Order shall include any documentation, purchase order, electronic order or any other purchase authorization submitted by CLIENT to MAINLINE in response to a MAINLINE Proposal. 
    9. “SOW Services” shall mean professional services engagements to be provided by MAINLINE or MAINLINE’s authorized subcontractors to CLIENT pursuant to a separately executed statement of work, which shall reference a governing master services agreement (“MSA”). 
    10. “SKU Services” shall mean MAINLINE services identified by a corresponding part number in a Proposal.
    11. “Third Party Products” means any third party software, maintenance or support services, or third party remarketed services identified under an applicable Proposal, for which MAINLINE will invoice and collect payment from CLIENT pursuant to the payment terms incorporated herein.  For the avoidance of doubt, the applicable service provider or licensor will contract directly with CLIENT relating to the performance of Third Party Products.
  2. FORMATION OF CONTRACT
    1. CLIENT’s submission of a Purchase Order or executed Proposal to MAINLINE constitutes an offer by CLIENT to purchase the Products subject to these Terms and formation of a contract is conditioned upon MAINLINE’s subsequent acceptance.  MAINLINE’s acceptance of CLIENT’s offer to purchase Products takes effect at the point where such offer is expressly accepted by MAINLINE upon the earlier of MAINLINE (i) sourcing the Products; or (ii) accepting CLIENT’s payment for Products.  Notwithstanding the foregoing, any Purchase Order terms are void and of no effect.
    2. The sale of Products is subject to these Terms to the exclusion of any other terms and conditions stipulated or referred to by CLIENT. CLIENT acknowledges that it is aware of the contents of and agrees to be bound by these Terms. Neither MAINLINE’s acknowledgment of a Purchase Order nor MAINLINE’s failure to object to conflicting, different, or additional terms in a Purchase Order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof.  For the avoidance of doubt, these Terms contain the exclusive terms and conditions governing MAINLINE’s sale of Products to CLIENT. 
  3. SHIPPING; TRANSFER OF TITLE AND RISK OF LOSS; INSURANCE; INSTALLATION
    1. Upon delivery of Equipment, title and risk of loss for the Equipment transfers to CLIENT.  CLIENT is responsible for shipping costs.  When applicable, shipping costs will be stated in the Proposal.  Expedited shipping requests will result in CLIENT incurring additional shipping charges. 
    2. MAINLINE will provide, at no cost to CLIENT, standard shipping and transportation insurance for the physical risk of loss of the Equipment until delivery.  In no case shall the insurance coverage provided by MAINLINE exceed thirty (30) days from the date of Equipment delivery.
    3. When applicable, installation charges for the Equipment will appear on the Proposal.  CLIENT agrees to provide a secure location and safe working environment for delivery of the Products.  In the event CLIENT fails to make the Equipment available for installation within six (6) months from the date the Equipment ships, additional charges may apply.
  4. THIRD PARTY PRODUCTS
    1. MAINLINE warrants that it is an authorized remarketer of any Third Party Products.  For all Third Party Products, the applicable third party will be the party responsible for providing the Third Party Products to CLIENT and CLIENT will look solely to the third party for any loss, claims or damages arising from or related to the provision of such Third Party Products.  CLIENT acknowledges that the Equipment may include Third Party Products in which MAINLINE has no ownership or other proprietary rights and no title thereto shall be transferred hereunder.  Any Third Party Products’ agreement shall be separate and distinct from these Terms, and MAINLINE and its assigns shall not have any rights or obligations thereunder or with respect to such Third Party Products.
    2. CLIENT acknowledges and agrees that MAINLINE’s acceptance of CLIENT’s order for Third Party Products is contingent upon CLIENT executing the applicable third party’s required terms and conditions within thirty (30) days of placing the order for Third Party Products with MAINLINE. If CLIENT fails to execute the applicable third party’s required terms and conditions within such thirty (30) day period, MAINLINE reserves the right, at its option, to either (i) reject CLIENT’s order, or (ii) cancel CLIENT’s order and refund amounts paid by CLIENT to MAINLINE for such Third Party Products.
  5. SKU Services; SOW SERVICES
    1. SKU Services listed in the Proposal shall be performed pursuant to these Terms.  SKU Services service descriptions are available at https://www.mainline.com/about/mainline-service-work-orders/.
    2. MAINLINE warrants that in performing SKU Services, it shall (i) comply with all applicable United States laws, and (ii) perform SKU Services in a good and workmanlike manner in accordance with industry standards. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, MAINLINE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO THOSE SKU SERVICES PROVIDED HEREUNDER.
    3. WITH RESPECT TO MAINLINE’S PERFORMANCE OF SKU SERVICES HEREUNDER, IN NO EVENT WILL MAINLINE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF DATA, EVEN IF MAINLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  MAINLINE’S LIABILITY FOR PERFORMANCE OF SKU SERVICES HEREUNDER SHALL BE LIMITED TO THE PURCHASE PRICE OF THE SKU SERVICE GIVING RISE TO THE DAMAGES.
    4. CLIENT acknowledges and agrees that SOW Services may be listed in a Proposal.  Such SOW Services shall be performed pursuant to a mutually executed statement of work and governing MSA. 
    5. Client warrants and represents that Client shall not provide Mainline with access to any personal data subject to protection under the General Data Protection Regulation 2016/679 (“GDPR”).  Client acknowledges and agrees that no processing of personal data of European Economic Area data subjects is required for Mainline’s performance of services.
  6. PRICES, PAYMENT AND TAXES
    1. Prices are stated in the Proposal.  CLIENT agrees to make payment in full to MAINLINE for all amounts due within thirty (30) days from date of invoice. CLIENT also agrees to pay interest on all amounts that become past due. Interest will be charged at one and a half percent (1 ½%) per month or the highest rate allowed by law, whichever is less.  Additionally, CLIENT will be responsible for all collection costs and attorney fees incurred to collect any delinquent amount.  CLIENT shall pay all sales and other taxes, however designated, except taxes based upon the income of MAINLINE, which are levied or imposed by reason of the transactions contemplated herein. Estimated taxes may be listed in the proposal.  Final taxes will be calculated and stated on the invoice to CLIENT.  If CLIENT is exempt from tax then CLIENT agrees to provide a valid sales tax exemption certificate prior to issuing a Purchase Order.
  7. ADDITIONAL TERMS & CONDITIONS FOR SALES TO FEDERAL GOVERNMENT END USERS
    1. PURCHASE. All Equipment, SKU Services, or SOW Services purchased by CLIENT shall be for use by a Federal Government End User within the fifty (50) states of the continental United States, the District of Columbia, Guam and Puerto Rico. CLIENT represents and warrants that the purchase of Equipment under these Terms is not for resale to another third party, other than a Federal Government End User.
    2. If this quote is being submitted in support of a Federal Government End User through a third-party integrator, the following applies:
      1. SUBCONTRACTS FOR COMMERCIAL ITEMS: The Equipment, SKU Services, or SOW Services offered by MAINLINE meet the criteria of “Commercial Item· as defined in FAR 2.101. MAINLINE acknowledges and accepts the terms and conditions set forth in FAR 52.244-6, Subcontracts for Commercial Items. MAINLINE reserves the right to reject or accept supplemental agency FAR flowdown clauses on a case by case basis.
    3. If this quote is being submitted directly to a Federal Government End User, the following applies:
      1. CONTRACTS FOR COMMERCIAL ITEMS: The Equipment, SKU Services, or SOW Services offered by MAINLINE meet the criteria of “Commercial Item· as defined in FAR 2.101. Mainline acknowledges and accepts the terms and conditions set forth in FAR 52.212-4, Contract Terms and Conditions· Commercial Items. Mainline reserves the right to reject or accept supplemental agency FAR/flowdown clauses on a case by case basis.
  8. OTHER
    1. CONFIDENTIAL INFORMATION.  CLIENT agrees to treat as strictly secret and confidential and to use only for the purposes of evaluating a Proposal, all Confidential Information supplied by MAINLINE.  CLIENT shall not disclose any Confidential Information to any person not entitled to receive it. Upon the demand of MAINLINE, CLIENT promptly return to MAINLINE all Confidential Information furnished to CLIENT, together with all copies or reproductions then in CLIENT’s possession or control.
    2. EQUIPMENT WARRANTIES.  MAINLINE warrants and represents that new Equipment purchased by CLIENT hereunder, if any, is eligible for all warranties and indemnities provided by the applicable manufacturer.
    3. GOVERNING LAW AND VENUE.  Exclusive venue for any dispute shall be Leon County, Florida. The applicable law governing these Terms shall be Florida law. THE PARTIES WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY CLAIM, ACTIONS, PROCEEDING, OR COUNTERCLAIM BY EITHER PARTY AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS.
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