The Purchase Order and the following General Terms and Conditions, govern your purchase of goods and merchandise from Verasoft®

General Terms and Conditions

Part 1 – Definitions

1.1 Wherever used in this Agreement, the following words and phrases shall have the meanings set out below:

1. “Agreement” means the Purchase Order and these General Terms and Conditions.
2. “Business Day” shall mean any day which is not a Saturday, Sunday or holiday under the laws of the United States, State of Michigan;
3. “Client” or “Customer” shall mean the Person who executes the Purchase Order and agrees to be bound to the terms of this Agreement
4. “Effective Date” shall mean the date identified in the Purchase Order as the Effective Date of this Agreement;
5. “Goods” shall mean the goods, equipment or other merchandise more specifically identified in the Purchase Order;
6. “Losses” shall mean any and all claims, demands, costs, losses, damages, liabilities, fines, penalties and expenses of any kind or nature whatsoever, whether imposed, incurred or assessed, including without limitation reasonable attorneys’ fees;
7. “Person” shall mean any corporation, body corporate, association, firm, partnership, joint venture, trust, organization, business, sole proprietorship, individual, government, governmental agency or political subdivision thereof, or any other entity or institution whatsoever;
8. “Purchase Order” means the contract executed by the Client that more specifically identified the goods and merchandise purchased by Client.
9. “Verasoft” means Verasoft, LLC, a Michigan limited liability company;

Part 2 – Fees and Charges

2.1 Customer agrees to pay the charges identified in the Purchase Order and (i) all shipping, handling and transportation charges associated with delivery of the and (ii) all taxes and other governmental fees or assessments, however designated, related to the Goods under this Agreement paid or payable by Verasoft, exclusive of taxes based on Verasoft’s income. All fees and charges associated with this Agreement are in United States Dollars (USD).

Part 3 – Payment Terms

3.1 Payment is due at the time of sale. Any amount not paid when due will bear interest until paid at a rate of interest equal to the lesser of 2% per month or the maximum rate of interest allowed by applicable law. In addition, Customer agrees to reimburse Verasoft for any reasonable legal fees and other costs and expenses incurred by Verasoft in collecting past due amounts.

Part 4 – Shipping

4.1 Verasoft or the third-party supplier of the Goods shall deliver the Goods to Customer on the terms set forth in the Purchase Order, except that risk of loss of the Goods shall pass to Customer upon shipment. Shipping, delivery and performance dates are estimates only, and time is not of the essence. Verasoft or the third-party supplier may ship all the Goods at one time or in portions from time to time. Verasoft shall have the right, but no obligation, to determine the method of shipment and routing of the Goods, unless otherwise agreed to by Verasoft in writing.

4.2 If Verasoft is not able to finish or deliver the goods to Customer because of anything Verasoft cannot control (such as casualty, labor trouble, accidents or unavailability of goods, supplies or transportation), then the estimated delivery or performance time shall be extended accordingly, and Verasoft shall not be liable to Customer for any damages caused by the delay.

Part 5 – Disclaimer

5.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VERASOFT AND ITS THIRD PARTY SUPPLIERS MAKE NO WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE GOODS PROVIDED UNDER AND PURSUANT TO THE TERMS OF THIS AGREEMENT.

5.2 IN NO EVENT SHALL VERASOFT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT OR IN ANY MANNER RELATED TO THE SOFTWARE, EVEN IF VERASOFT HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.

Part 6 – Miscellaneous Provisions

6.1 This Agreement constitutes the entire agreement between the parties to this Agreement pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement except as specifically set forth herein. This Agreement constitutes the complete agreement regarding the products and services referenced herein. If Customer issues a purchase order or other written documentation which covers the services described herein, such documentation is for Customer’s internal purposes only, unless expressly accepted by Verasoft in writing, and all terms and conditions contained therein which are additional to or inconsistent with the terms of this Agreement shall be considered of no force or effect.

6.2 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, administrators, executors, successors and assigns.

6.3 This Agreement may not be modified or amended except by an instrument in writing executed by Verasoft.

6.4 This Agreement shall be governed by and construed in accordance with the laws of State of Michigan and the parties hereby attorn to the jurisdiction of the Oakland County Circuit Court for the State of Michigan.

6.5 Verasoft shall not be deemed to have waived any of its rights, powers or remedies under this Agreement unless such waiver is expressly set forth in writing. No consent or waiver, express or implied, by Verasoft of any breach or default by the Customer in the performance of the Customer of its obligations shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by the Customer.

6.6 The division of this Agreement into Parts and paragraphs and the insertion in this Agreement of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

6.7 Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders, as the context requires.

6.8 If any Part, paragraph or provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall not affect or impair the validity or enforcement of any other provision of this Agreement. Any provisions of this Agreement which are or may be rendered invalid, unenforceable or illegal, shall be ineffective only to the extent of such invalidity, unenforceability or illegality, without affecting the validity, enforceability or legality of the remaining provisions of this Agreement, it being the intent and purpose that this Agreement should survive and be valid to the maximum extent permitted by applicable law. For greater certainty, this Agreement shall be read as if the invalid, unenforceable or illegal provision had never formed part hereof, and a “provision” for these purposes shall include the smallest severable portion of sections, paragraphs or clauses, or sentences contained therein, and not, unless the context absolutely requires, the whole thereof.

6.9 Nothing in this Agreement, whether express or implied, is intended to confer any rights, benefits or remedies under or by reason of this Agreement on any Person other than the parties hereto and their respective successors and permitted assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third Person to either party or to give any third Person any right to subrogation or action over against either party to this Agreement.

6.10 Each party agrees that it will from time to time at the reasonable request of the other party execute and deliver such assignments, instruments and conveyances and take such further action as may be reasonably required to accomplish the purposes of this Agreement.

6.11 All remedies shall be cumulative and not alternative and in addition to all other rights and remedies available at law and in equity.

6.12 For purposes of this Agreement, the following rules of construction shall apply, whether or not expressly stated:

1. The Purchase Order is incorporated by reference and is deemed to be part of this Agreement.
2. The words “include” or “including” and phrases containing such words shall mean including without limitation.
3. Unless the context requires otherwise, the words “herein”, “hereof”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular section, subsection or clause.
4. Unless the context requires otherwise, any reference to a statute shall include and shall be deemed to be a reference to such statute or any successor statute, and to the regulations promulgated thereunder, with all amendments made thereto and in force from time to time.