Terms & Conditions

Haywood Associates Incorporated, d/b/a TransCOR Information Technologies (“TransCOR”) Terms and Conditions of Sale. These Terms and Conditions shall be incorporated into any Purchase Order submitted by the Customer and accepted by TransCOR and together such documents are hereafter referred to as the “Agreement.”1. Prices, as quoted, are good for thirty (30) days. Product availability, prices and configurations are subject to change thereafter. Pricing does not include loading of software other than software specified in the quote. Prices exclude GST, PST, and any applicable Federal, State, County or Municipal Taxes. PRICES QUOTED DO NOT INCLUDE TARIFFS, DUTIES, TAXES, FINES, PENALTIES OR BROKERAGE FEES WHICH REMAIN THE SOLE RESPONSIBILITY OF THE BUYER.

2. Installation charges, as proposed, require a minimum number of vehicles made available to installers per day. Customer must provide a minimum of 5 vehicles per day per 2-man installation team; any installation that is missed due to unavailability of vehicles will be billed at the current per vehicle rate in effect at the time of installation.
3. Upon each delivery of hardware and associated equipment, Haywood Associates Incorporated d/b/a TransCOR Information Technologies (hereinafter “TransCOR”) will invoice Customer. Customer shall pay TransCOR the balance of payment due for purchase of hardware and associated equipment within twenty-five (25) days of the invoice date. Upon completion of agreed upon milestones for installation and other services, TransCOR will invoice Customer. Customer shall pay TransCOR the balance of payment due for purchase of installation and other services within twenty-five (25) days of the invoice date. Customer shall pay interest charges, accrued daily, computed at 1.0% per month of any overdue balances.
4. In the event of Customer’s breach of the Agreement including but not limited to its failure to make any payment when due, the Customer agrees that it shall be responsible for paying TransCOR’s reasonable attorney’s fees and costs incurred in connection with any steps taken or any action filed to collect any unpaid balances. The Customer further agrees to submit itself to the jurisdiction of the Courts of the Commonwealth of Massachusetts in connection with any proceedings to enforce the Agreement.
5. Warranties (a) TransCOR shall assign manufacturer’s warranties on equipment and software purchased and/or installed by TransCOR for the Customer to the customer at the time of delivery or, if later, installation. The Customer agrees to assert any warranty claims directly to the manufacturer, and not to TransCOR. (b) TransCOR warrants to Customer that all installation services it performs shall be free from defects in materials and workmanship, when given normal, proper and intended usage, for a period of ninety (90) days from acceptance (the “TransCOR Warranty Period”). Negligence, intentional abuse or unintentional misuse of installed items is not covered by warranty. This warranty does not apply to expendable components, such as, but not limited to, batteries, cables, wiring, connectors, fuses, bulbs and paper. THIS LIMITED WARRANTY IS IN LIEU OF, AND TRANSCOR SPECIFICALLY DISCLAIMS, ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6. Shipment, Title and Risk of Loss: Unless otherwise indicated in the Customers’ Purchase Order accepted by TransCOR, shipment shall be made F.O.B. the Customer destination, freight included. Title to and risk of loss of, the Equipment/Material to be furnished hereunder shall pass to the Customer at the time of delivery to the Customer. The Customer shall be responsible for any shipping costs related to the return of defective equipment covered by a manufacturer’s warranty, whether such shipment is directly to the manufacturer or, if TransCOR agrees, to TransCOR. EXCEPT TO THE EXTENT TRANSCOR AGREES TO RECEIVE A DEFECTIVE PIECE OF EQUIPMENT PURSUANT TO THE PRECEDING SENTENCE, ALL SALES ARE FINAL AND TRANSCOR SHALL NOT ISSUE ANY REFUND OR ACCEPT ANY PRODUCT RETURN.
7. Acceptance: Unless otherwise modified by the Quote or other contractual documents representing the Agreement of the parties, final acceptance as to the delivery and/or installation of products shall mean that the Customer has had an opportunity to fully inspect the products and/or workmanship for any defects or non-conformities. In any event, final acceptance of products shall be deemed to be the earliest of: (a) Customer’s written notification to TransCOR of final acceptance; or, (b) ten (10) business days from TransCOR’s delivery of products to the Customer. Final acceptance of installation services shall be deemed to be the earliest of: (a) Customer’s written notification of final acceptance to TransCOR; or, (b) ten (10) business days from TransCOR’s completion of the installation services.
8. Assignment: Customer shall not assign the Agreement, in whole or in part, to any other party without TransCOR’s prior written consent.
9. Waiver: TransCOR’s failure to insist in any one or more instances upon strict performance of any provision of the Agreement, or failure or delay to take advantage of any of its rights or remedies hereunder, or failure to notify Customer of any breach, violation, or default, shall not be construed as a waiver by TransCOR of any such performance, provision, rights, breach, violation, or default, either then or for the future. Any waiver shall be effective only if in writing and signed by the TransCOR’s authorized representative, and only with respect to the particular case expressly covered therein.
10. LIMITATION OF LIABILITY: TransCOR shall not be held liable for any injury, loss or damage, direct or consequential, arising out of the use of or the inability to use the vehicle mounting systems or its components thereon installed by TransCOR. Before using, Customer shall determine the suitability of the vehicle mounting systems and components thereon for its intended use, and Customer assumes all risk and liability whatsoever in connection therewith. All statements, technical advice and recommendations provided by the installer, seller and manufacturer of vehicle mounting systems and components thereon are believed to be reliable, but the accuracy thereof is not guaranteed. TransCOR shall assume no liability for deficient electrical or mechanical condition of the vehicles contracted for installation services. If vehicles’ mounting surfaces are corroded or inadequate to secure equipment, TransCOR reserves the right to refuse to perform an installation under said conditions. If vehicles’ batteries or electrical systems are inadequate to handle additional electrical demands of installed computer equipment, Customer will be responsible for correcting any vehicle battery or electrical system problems. TRANSCOR’S TOTAL LIABILITY TO THE CUSTOMER FOR ALL CLAIMS OR SUITS OF ANY KIND, WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, OR OTHERWISE, FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND WHATSOEVER ARISING OUT OF, RESULTING FROM, OR RELATED TO THE PERFORMANCE OR BREACH OF THIS CONTRACT SHALL, UNDER NO CIRCUMSTANCES, EXCEED THE AGREEMENT PRICE, AS MAY BE AMENDED IN WRITING. TRANSCOR SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSSES, DAMAGES, COSTS, OR EXPENSES WHATSOEVER. ANY ACTION AGAINST TRANSCOR ARISING OUT OF, RESULTING FROM, OR RELATED TO THE PERFORMANCE OR BREACH OF THIS CONTRACT SHALL BE FILED NOT LATER THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
11. TransCOR hereby gives notice of its objection to any different or additional terms and conditions. This purchase is expressly conditional on Customer’s assent to the terms and conditions stated herein. If Customer’s assent has not been previously given, the shipping of any Equipment/Material or the performing of any related services called for under the Agreement shall be conclusive as to the Customer’s assent to these Terms and Conditions. The Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous agreements, correspondence, course of dealings, usage of trade, representations, understanding, either written or oral, or Customer’s terms and conditions contained in its Purchase Order or elsewhere. No modifications of, or amendment to, the Agreement or these Terms and Conditions shall be valid unless in writing and signed by a duly authorized representative of TransCOR. TransCOR’s good faith interpretation of the Agreement shall govern if any disagreement as to the meaning or intent of the Parties arises. The Agreement continues in full force and effect unless terminated in accordance with its terms.
12. All notices may be sent by facsimile, a nationally recognized overnight courier service, first class mail or hand delivered. Notice shall be given when received by the addressee on a Business Day. In the absence of proof of the actual receipt date, the following presumptions will apply: Notices sent by facsimile shall be presumed to have been received upon the sending Party’s receipt of its facsimile machine’s confirmation of successful transmission. If the day on which such facsimile is received is not a Business Day or is after five p.m. (local time for the recipient) on a Business Day, then such facsimile shall be deemed to have been received on the next following Business Day. Notice by overnight courier shall be presumed to have been received on the next Business Day after it was sent. Notice by first class mail shall be presumed delivered five (5) Business Days after mailing.
13. Arbitration: TransCOR and Customer agree that any dispute arising out of the Agreement should be settled as quickly and expeditiously as possible. To that end, it is agreed that all claims, counterclaims, expenses, disputes and other matters in question arising out of the Agreement or the breach thereof will be decided by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. This agreement to arbitrate will be specifically enforceable under the prevailing law of any court in the Commonwealth of Massachusetts.
14. Force Majeure: TransCOR shall not be responsible for delays and/or failure to perform services as requested by Customer pursuant to the Agreement where such delay and/or failure to perform is caused by events beyond TransCOR’s control. Such events include, but are not limited to, court or administrative orders, strikes, lockouts, acts of God, acts of war, and supply chain issues hindering delivery of hardware.
15. The Agreement supersedes any course of performance, course of dealings, usage of trade, previous agreements, representations, and understandings, either oral or written. No terms, conditions, agreements, representation, understandings, course of performance, course of dealing, or usage of trade purporting to modify, vary, supplement, explain, or amend any provisions of the Agreement shall be effective unless in writing, signed by a TransCOR representative authorized to amend the Agreement. If any part of these Terms and Conditions is determined to be judicially unenforceable for any reason, the remainder of these Terms and Conditions shall remain in full force and effect.
16. The Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving consideration for conflicts of law principles.