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Terms of Sale Agreement | USA

Terms of Sale | USA

1. Shipment; Title.
All Products delivered to Customer under this Agreement shall be shipped F.O.B. destination to the location stated on Customer’s Purchase Order. Title and risk of loss shall pass to Customer upon delivery. Customer shall pay for all shipping costs. All shipping dates are approximate and not guaranteed. Bibliotheca reserves the right to make partial shipments. Products are deemed automatically accepted on date of delivery based on proof of delivery as products are received at the Customer location. Customer is required to refuse any shipments with obvious damage to the packaging and/or the equipment itself, to take photos of the damage, and list any issues on the delivery waybill. Customer is required to inspect the contents of the delivered shipping boxes within seven (7) days from the day of delivery and report any damage or missing items to your Project Manager or Customer Service Representative, including photos of the contents and the packaging.

2. Delivery.
Customer’s Project Manager or Customer Service Representative will confirm if Customer has any special delivery instructions (e.g., parking restrictions, stairs, narrow entrances, elevators, etc.). Please ensure to indicate any restrictions prior to delivery. Bibliotheca reserves the right to charge for any additional shipping costs as the result of delivery requirements changing. Customers must receive products within 30 days of the mutually agreed upon delivery date, if an extended delay occurs Bibliotheca reserves the right to impose storage fees until delivery.

3. Implementation.
Bibliotheca will provide set-up and configuration services for Products (if applicable) at Customer’s location pursuant to a mutually agreed schedule. Site preparation will be provided by Customer prior to the scheduled date, and will include electrical power, data, conduit runs, hole drilling, moving existing fixtures, wall openings or other building modifications, and other requirements as may be required.

  1. Bibliotheca requires any site remediation identified in the site survey to be completed prior to the start of the installation.
  2.  If the site preparation is not done per the specifications, or Bibliotheca is missing completed questionnaires, Bibliotheca reserves the right to postpone the implementation, or charge for any additional visits required as a result.
  3. Additional charges may apply due to site readiness issues, including delays, need for multiple visits by the installers, or scope changes.
  4. Bibliotheca will provide guidance on where to place equipment in the library, however final placement of all equipment is the responsibility of the Customer.
  5.  For any equipment the Customer requests to implement out-of-specification, Bibliotheca reserves the right to not implement the equipment or may require the Customer to sign a waiver which limits liability and/or warranty coverage.
  6. While on site, the installers may call upon the library’s IT staff who have appropriate credentials to provide access required to install software.
  7.  If changes to the scope of the project are identified after Customer has provided a Purchase Order or a signed quote, an additional or updated quote may be required to reflect this change.

4. Bibliotheca Academy.
Any Bibliotheca Academy courses must be taken within one (1) year after installation of the product.

5. Purchase Orders.
Changes to Purchase Orders can only be made if agreed upon in writing by both parties.

6. Pricing;Payment.
Prices include set up and configuration, if applicable to the Products being purchased, and estimated shipping. Bibliotheca will invoice Customer for the Products and Services at the prices as provided in the applicable Quote in US dollars. Customer shall pay invoice(s) per terms stated on the quote and invoice. Final invoices for Products will be issued upon proof of delivery, and all invoices for Services and subscriptions will be issued annually in advance. After the first year, fees for Services will be subject to annual increases, not to exceed 10% per year. Any amounts not paid when due shall accrue interest at a rate of 1.5% per month or the highest rate allowed by applicable law (whichever is greater), until paid in full. Customer hereby grants Bibliotheca a security interest in the Products to secure payment in full. Customer authorizes Bibliotheca, at its election, to file a financing statement reflecting such security interest.

7. Taxes.
Customer agrees it shall be solely liable for and will pay any applicable taxes, fees duties, customs charges, import fees or other charges imposed or assessed with respect to the Services or Products ordered under this Agreement, excluding taxes based upon Bibliotheca’s net income. If Customer is exempt from any such taxes, Customer shall provide Bibliotheca with a tax exemption certificate in advance, valid in the location of delivery or similar document in a form satisfactory to Bibliotheca.

8. Intellectual Property.
Bibliotheca’s Software License Agreement is available on its website at

9. Support Services; Limited Warranties; Warranty Disclaimers

  1. Support and Maintenance Services. The current Support and Maintenance Policy is located at Unless otherwise included in the applicable Quote, Customer may elect to purchase Support and Maintenance Services after the first year at Bibliotheca’s then-current rates.
  2. Limited Product Warranty. Bibliotheca warrants Products for one (1) year following the date of delivery to Customer in accordance with its Limited Product Warranty. The Limited Product Warranty is located at

i. The warranty period begins upon delivery of the equipment and continues for one year unless otherwise specified.

10. Confidentiality.

Any information supplied by Bibliotheca in response to Customer’s request for quotation and any information provided by bibliotheca regarding the Products and Services (including the Documentation) is confidential information of Bibliotheca. Customer will not use any bibliotheca confidential information for any purpose other than to evaluate Bibliotheca’s proposal and as strictly necessary to exercise the rights granted herein to any Products or Services.

11. Governing Law.
Any claim or dispute arising from, or relating to, this Agreement will be governed by the laws of the State of Delaware, U.S.A., without regard to its conflicts of law provisions.fv