For Software Development and Consulting services
This Service Agreement (“Agreement”) shall apply and govern the Statement of Work(s), project, letter of intent or any other document (“SOW”) executed between Persistent Systems Limited or any of its affiliates [specifically identified in the SOW] (“Consultant/Consultant”) and Customer, for the purpose of providing professional services (“Services”) or deliverables (“Deliverable”) for software development and consulting.
Purchase Price and Terms of Payment
A. The price for the Products shall be the price agreed upon between the parties. Typographic or other clerical errors in stated prices are subject to correction.
B. Credit and Terms of Payment. Unless otherwise provided on the front hereof, payment in full is due thirty (30) days from invoice date. Seller may alter or revoke credit terms at any time without notice.
C. Buyer is solely responsible for ensuring that payment is made to Seller’s correct location.For fraud avoidance purposes, Seller will never initiate payment method changes via email or telephone. In the event Seller needs to change its payee bank account information or payment method, then Seller will send Buyer a notification letter. Upon receipt of such letter and prior to changing bank account information or payment method, Buyer must contact Seller’s representative to positively confirm the account change. At all times Buyer is responsible for ensuring that payment is made to Seller’s correct location and Buyer accepts responsibility for misdirected funds.
D. Buyer’s Financial Condition; Insecurity. If, in Seller’s sole judgment, Buyer’s financial condition or any other circumstance causes Seller to be insecure with respect to Buyer’s performance of any obligation under this Agreement, Seller may accelerate and demand immediate payment of any amounts owed Seller, cancel this Agreement and suspend performance.
E. Sales and Similar Taxes; Shipping Costs; Insurance. The purchase price does not include sales, use, excise or similar taxes or any shipping, delivery or insurance costs. Seller will invoice Buyer for any such amounts incurred by Seller on behalf of Buyer.
F. Late Payment Fee Any amount not paid when due will be subject to a late payment fee computed daily at a rate equal to one and one-half percent (1.5%) per month or the highest rate permissible under applicable usury law.
Shipment, Delivery and Terms of Acceptance
A. Shipment. Seller will package the Products for domestic shipment in accordance with standard commercial practices. All shipments shall be delivered by Seller to the Buyer’s designated point of delivery at the Buyer’s expense unless otherwise agreed by Seller in writing. The carrier shall be deemed to be Buyer’s agent, and Buyer shall make all claims with respect to damage in transit against the responsible carrier.
B. Title to Products, Risk of Loss. Title to and all risk of loss concerning the Products shall pass to Buyer upon delivery to a common carrier, or to any private carrier designated by Buyer, for shipment to Buyer. Buyer’s rejection of any Products shall not shift such risk until the Products are returned to Seller, freight prepaid, pursuant to Seller’s written authorization. Buyer hereby expressly acknowledges and agrees that Section 2-510 of the Uniform Commercial Code shall not apply to this Agreement.
C. Delivery Schedule. The delivery dates specified in this Agreement are estimates only based on prevailing