GENERAL TERMS & CONDITIONS
LIMITATION OF LIABILITY. SKURLA’S MAKES NO EXPRESS, IMPLIED, OR STATUTORY WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF DESIGN, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, TRADE USAGE, OR TRADE PRACTICE. ALL PRODUCTS AND SERVICES ARE PROVIDED AS IS. SKURLA’S SPECIFICALLY DOES NOT REPRESENT OR WARRANT THAT IT WILL BE ABLE TO (i) REPAIR OR REPLACE ANY EQUIPMENT WITHOUT RISK TO OR LOSS OF PROGRAMS OR DATA, AND (ii) MAINTAIN THE CONFIDENTIALITY OF ANY DATA. SKURLA’S’S LIABILITY UNDER ANY THEORY OF LAW WHATSOEVER IS LIMITED TO THE AMOUNTS PAID BY CUSTOMER TO SKURLA’S IN THE PAST 12 MONTHS. IN NO EVENT SHALL SKURLA’S HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF DATA, LOSS OF USE OF EQUIPMENT OR FACILITIES, INTERRUPTION OF BUSINESS OR THE DISCLOSURE OR FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA OR ARISING IN ANY WAY FROM THIS PLAN UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT SKURLA’S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
DISCLAIMER OF WARRANTIES. SKURLA’S MAKES NO EXPRESS, IMPLIED, OR STATUTORY WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF DESIGN, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, TRADE USAGE, OR TRADE PRACTICE.
NON-SOLICITATION/NON-HIRER. Customer agrees not to solicit, hire or otherwise engage in any manner whatsoever, directly or indirectly, any of the Skurla's employees from the date of this Agreement and for a period of two years thereafter. If the Customer violates this provision, the Customer shall pay the seller the sum of one year’s current salary of each employee hired or engaged as liquidated damages and not as a penalty.
Customer Default. Any Customer default, including any failure to pay monthly service fees or other amounts when due or declaration of bankruptcy, will not relieve Customer from its obligation to pay all payments due to SKURLA’S as they come due or any other obligations. If Customer fails to pay any fees or other amounts due within fifteen (15) days after the same is due and payable or to perform any other obligation, Skurla’s may: (i) terminate any service or support agreements; (ii) take possession of any equipment owned by Skurla’s, and (iii) shut down or disable any Software or SKURLA’S owned equipment for which a payment is due. Skurla’s may exercise these rights without demand or notice, wherever located, and without court order or other process of law. Customer grants Skurla’s any license, permission or other grant or right necessary to enter and be upon the premises where Skurla’s Equipment is located, in order to effect its possession under this section. Customer waives any and all damages occasioned by such taking of possession. These remedies are cumulative, and may be exercised concurrently or separately.
Purchase Agreement Default. If Customer should default on its obligations under Skurla's Purchase Agreement and such default continues for ten (l0) days after written notice thereof by Skurla's, then Skurla's may elect to terminate this Agreement and declare the entire amount of the unpaid balance due and payable immediately and exercise any other remedy existing at law or in equity, including the repossession of such products. Customer shall pay Skurla's all costs and expenses incurred, including reasonable attorneys' fees, in exercising its rights or remedies hereunder. Customer hereby gives Skurla's a security interest in the products sold hereunder, as set forth in applicable Schedules, hereto, as security for the performance by Customer of its payment obligations hereunder, together with the right, without liability, to enter upon the premises of Customer with or without notice, to repossess the System components in the event of Customer's default of any such obligation. Customer hereby agrees that at all times prior to making payment in full to Skurla's, Customer shall: Keep the System free from all liens and encumbrances; Not use or permit the System, or any item, element or component thereof, to be used in any careless, reckless or negligent manner which is likely to be injurious to said products; Not make or permit any alterations to said products without Skurla's prior written consent; and Upon reasonable notice during regular business hours, permit inspection of the System by Skurla's or Skurla's designated agent.
Governing Laws and Venue. This agreement will be governed by the laws of the State of Alaska, USA without regard to its choice of law rules. This Agreement shall be construed under the laws of the State of Alaska, without regard to its conflicts or choice of law principles. The Municipality of Anchorage, Alaska shall serve as the exclusive place of venue and jurisdiction for any action, which may ever arise as a result of any controversy between the parties hereto. Skurla’s shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for all expenses it may incur in connection with any such action, including costs and reasonable attorneys’ fees, unless Skurla’s shall not prevail in such action. The provisions of the U.N. Convention for the International Sale of Goods will not apply. Any provisions found to be unenforceable will not affect the enforceability of any other provisions.
Payment Processing Security. Customer is solely responsible for ensuring that any payment processing systems comply with any and all security rules & regulations. Skurla’s assumes no responsibility for any Data Compromise or other security related issues for any reason. Customers may obtain additional information on security compliance from www.pcisecuritystandards.org.
Security and Viruses. Customer acknowledges that the security and protection of the System and data, including protections against unauthorized access, is solely and entirely Customer's responsibility. If the Customer's System has persistent connections to the Internet, or processes credit or gift card transactions over the Internet, or otherwise has persistent connections to any network where there is potential to unauthorized access, Customer is solely responsible for security. Customer must secure and maintain virus and spyware protection software, which may include, but is not limited to firewalls, passwords, physical security, access control policies, and the like. Customer acknowledges that, to be effective, virus protection and other security software require periodic updates, which Customer must obtain from Customer’s supplier or the manufacturer. Seller disclaims any warranty, express or implied, that, after the initial installation by Seller of the System, the Customer’s System or data will remain virus-free. Support or services necessitated by computer viruses, or by any failure or breach of Customer's security to Customer’s System or data, including, without limitation, damage caused by hackers or persons lacking authorized access, are not covered under this Agreement, and will be supplied only upon Customer’s request and on a reasonable efforts basis, on a time-and-materials basis (unless otherwise agreed at the time). Customer waives any claims hereunder against Seller, to the extent arising from Customer's failure to have or maintain current virus or spyware protection, or to the extent arising as a result of a failure or breach of Customer's security for its systems or data, or as a direct result of unauthorized access to Customer's System by persons other than Seller's personnel. Customer acknowledges that security and access to any Hardware and Software located on its premises is solely the Customer’s responsibility and agrees to notify Skurla’s immediately if Hardware or Software is lost, destroyed, stolen, taken by any other person, or breached. Customer acknowledges that credit card providers, banks, and credit card processing companies implement and require specific policies in conjunction with their cards and services. Customer shall be solely responsible for compliance with all policies, rules, regulations, and procedures required by the credit card companies, banks, and/or processors Customer elects to accept or utilize.
Terms of Payment & Returns. Unless otherwise set forth in writing, all payments due to Skurla’s are due in Advance. All sales are considered final upon delivery. Due to the nature of the products and services, Skurla’s does not allow any returns or refunds. Deposits are non-refundable and shall be retained as liquidated damages in the case of cancellation or default by Customer. All past due payments shall be subject to a finance charge of 1 ½ % per month to the extent permitted by law. Customer shall also be responsible for all costs and expenses, including reasonable attorney’s fees incurred by Seller in collecting past due payments.