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GENERAL MODULE <br />GEN 1. GENERAL <br />The terms and conditions in this General (GEN) Module apply to acquisition of Services, <br />Maintenance Services, and/or Products by Customer and Eligible Entities. <br />GEN 1.1 Agreement Structure <br />a. General Contract Structure. Xerox will provide, and Customer will procure, <br />Services or Products in accordance with: (i) the terms and conditions stated in this <br />Agreement; (ii) the terms set forth in a Services Contract or an individual Order. <br />b. Affiliates. Xerox and its Affiliates may sell Services and Products under this <br />Agreement; however, of Xerox's Affiliates, only Zeno Office Solutions may sell <br />Services and Products to the University and its Direct Support Organizations. The <br />University and its Direct Support Organizations, who have been identified at the <br />website listed in GEN L Lb.i below, as well as Non -Affiliated Eligible Entities, <br />may acquire Services and Products under this Agreement. If a Xerox Affiliate and <br />an Eligible Entity enter into an Order, they shall be considered "Xerox" and <br />"Customer", respectively, for the purposes of that Order, and receive the rights and <br />benefits and undertake the responsibilities as Xerox and the Customer, respectively, <br />under this Agreement. <br />i. http://www.usf.edu/business-finance/purchasinp-/resources/dso.aspx <br />C. Orders. Orders shall specify: <br />i. the contracting Xerox Affiliate and Customer, and location(s) where the <br />Services or Products will be provided; <br />ii. the Products and Services that Xerox will provide; <br />iii. the applicable Charges; <br />iv. any terms and conditions in addition to (and permitted as deviations from <br />or supplements to) those specified in this Agreement; <br />V. the term during which the Services or Products described therein shall be <br />provided; and <br />vi. a description of the responsibilities of each party with regard to the Services <br />or Products to be provided. <br />Orders must reference this Agreement by name or assigned contract number in <br />order to be incorporated herein. <br />Xerox may accept an Order by either by its signature or by commencing <br />performance. Orders may be submitted by hard copy or electronic means (where <br />acceptable to the Xerox Affiliate agreeing to and receiving the Order) and those <br />submitted electronically will be considered: (i) a "writing" or "in writing"; (ii) <br />"signed" by the Customer; (iii) an "original" when printed from electronic records <br />established and maintained in the ordinary course of business; and (iv) valid and <br />enforceable. Xerox reserves the right to review and approve the applicable <br />Customer's credit prior to acceptance of an Order, and the applicable Customer <br />authorizes the applicable Xerox Affiliate or its agent to obtain credit reports from <br />commercial credit reporting agencies. <br />d. Purchase Orders. Customer may issue purchase orders to Xerox for order entry <br />purposes only, specifying the requested shipment date, installation site, quantities, <br />bill -to address, description of Products to be delivered and term, and, if applicable, <br />FL -University of So. Florida Master Agreement 7 11/24/201174 <br />