Terms & Conditions

I. GENERAL PROVISIONS

Coverage - Optima Communication Systems, Inc. (“Optima”) and customer agree that the following terms and conditions will govern customers order for equipment, software, wiring and installation. All orders for products or services become effective when signed by both the customer and Optima. Any other terms and conditions, preprinted, verbal or otherwise, accompanying any customer order for Products or Service are hereby rejected and shall have no legal effect notwithstanding Optima’s acceptance or use of any such order.
Contract Period- This Agreement will become effective when it is both signed by Customer and accepted by Optima and will remain in effect until terminated or cancelled as provided herein. Optima may, but shall not be required to commence the installation of the system until customer credit is approved by an officer of Optima and a site review of the customer’s premises have been made by Optima’s technical personnel. Optima shall have the right to terminate this agreement, in its sole discretion, based upon its review and/or its site review.
Customer and Optima’s Obligations- Optima will install the products for which installation charges are shown. Customer shall, at its expense, on the signing of this agreement, and at all other times during the period of installation services: a. allows employees or agents of Optima access to the premises and facilities where the equipment is to be installed at all hours consistent with the requirements of the installation. b. assure that the Premises will meet all temperature, humidity control, air conditioning and all other environmental requirements and will be dry and free from dust and other hazards so as not to be injurious to person or to the equipment to be installed. c. provide all patching, painting, concrete, and other openings, conduit floor reinforcements or other mechanical modifications pertinent to this installation; d. provide ample electric current of proper voltage for any necessary purpose, terminating in rooms where it is required. e. provide suitable and easily accessible space for secure storage of the equipment, any tools, test sets and other items necessary for installation. f. Optima shall deliver and install the equipment at the premises specified on the order and Customer agrees to accept delivery and to permit Optima access to the premises as Optima shall require for the purpose of installing the equipment.
Change Orders: Customer requests for any change to the equipment, software or wiring must be received and accepted by Optima no less than 1 week before the scheduled cutover date. Any extra expense attributable to such change orders such as freight shall be the responsibility of the customer. All changes & additions are to be signed by the customer and shall be subject to all terms and conditions provided herein.
Shipment and Use- Products may only be acquired by Customer for installation and shipment to locations within the United States. Customer agrees and warrants that the products acquired hereunder are for use in the ordinary course of customer’s business in the United States.
Payment- Customer agrees to pay in full all amounts due under this agreement. Payment terms for new orders is 50% down and 50% upon cutover. Optima accepts Visa, Mastercard, American Express, bank wire or company check. Optima may, at its discretion, wait for a company check to clear before scheduling installation or shipping equipment. If customer is paying the final balance by company check, Optima may, at it’s discretion require final payment to be paid with a certified check or money order, or require the customer to provide a credit card authorization until the check clears. If upon cutover customer does not provide required payment, Optima may de-install the equipment and wiring. In such case Optima will not be required to refund the customers deposit. The deposit will be used to offset cancellation fees as described in section 7 of this agreement and labor fee’s for time spent installing and programming system as described in section 11 of this agreement and refund the balance, if any, to the customer within 30 days. For all orders that are ship only, full payment is required prior to order being shipped unless otherwise approved by Optima. For any services or change orders done on the initial installation (wiring, additional labor, jacking, toning or additional equipment or software) Optima will invoice customer or charge to credit card on file immediately upon completion. Optima may invoice customer for late payment charges for payments not received when due. Late payment charges will be computed at the rate of one and one half percent of the overdue amount per month or the maximum lawful amount, whichever is more. Customer will also be liable for all costs incurred in the collection of any past due amount, including any collection agency or attorney’s fees.
Cancellation Charge- If all or a portion of this agreement or any subsequent order is cancelled by customer prior to the scheduled installation date (or prior to the date of delivery for customer installed products) except as otherwise provided in this agreement, customer agrees to pay a cancellation charge equal to 25 percent of the total purchase price/license fee of the cancelled order, plus any freight or delivery charges. The customer agrees that the cancellation charge is not a penalty but constitutes liquidated damages for losses incurred by Optima as a result of the cancellation. For all special order products and licenses that Optima can not return to their respective distributors, the cancellation charge may be more, depending on the product and terms of Optima’s distributors. Additional fee’s may apply if equipment is not returned in sealed boxes and thus can not be resold to another customer as new equipment. No equipment can be returned, for any reason after 30 days of delivery or installation, whichever is less. No credit will be given until equipment is received and inspected by Optima.
Taxes- Prices, fees and charges shown on the order may not include sales tax. If applicable, customer agrees to pay when invoiced all applicable taxes, however designated, including without limitations state and local sales and use taxes, imposed on the provision, sale, license or use of the Products or Services provided hereunder.
Use of Software- Optima grants Customer a personal non- transferable and non exclusive right to use, in object form, all software and related documentation furnished to customer under this agreement. This grant shall be limited to use for which the software was obtained or, on a temporary basis, on back-up equipment when the original equipment is inoperable. Use of software on multiple processors is prohibited unless otherwise expressly agreed to in writing by Optima. Customer agrees to refrain from taking any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent of the software. Customer is permitted to make a single archive copy of the software. Any copy must contain the same copyright notice and proprietary markings as are on the original software. Use of software on any equipment other than that for which it was obtained, removal of software from the United States, or any other material breach shall automatically terminate customer’s rights to use the software furnished hereunder. If the terms of this agreement differ from the terms of any agreement packaged with this software, including but not limited to any warranties, warranty disclaimers and limitations of liability, this agreement shall govern and prevail.
Trade Ins- If product purchase price is inclusive of consideration for equipment traded-in by the Customer (“Trade-in Equipment”), title to the Trade-in Equipment shall transfer to Optima immediately upon delivery, and Optima may sell or otherwise dispose of such Trade-in Equipment at any time and in any manner. Optima is not required to retain or reserve Trade-in Equipment for any period of time for possible return to the Customer. In the event that this Agreement is cancelled by Optima or the Customer, Optima shall not be obligated to return the Trade-in Equipment.
Service rates and intervals: Optima will provide maintenance service between 8 a.m. and 6p.m, Monday through Friday, excluding holidays for the pricing listed below. Service or maintenance requested after hours or on the weekend will be billed at an overtime rate of 1.5 times the below rates. Optima will commence maintenance or service for major failures (i.e. failures that Optima determines materially affect the operation of customer’s communications system) by the end of the following business day from notification at “worst case scenario”. Optima will provide services for minor service/programming problems within 3 business days from notification at “worst case scenario”. Customer may also call Optima’s help line for assistance. The help line calls are handled on a first come, first serve basis. If customer is under warranty or service contract, all remote programming & trouble shooting is done free of charge. If customer is not under warranty or service contract, a charge of $120.00 per hour with a minimum of 1 hour applies for remote support. The $120.00 per hour is billed in 15 minute increments after the 1st hour. For on site support: If customer is under warranty or has a service contract, the rate for on site support is $179.00 for the 1st hour and $149.00 for each additional hour with a minimum of 1 hour. The $149.00 per hour is billed in 15 minute increments. For customers who are not under warranty or service contract, the rate for on site support is $209.00 for the 1st hour and $179.00 for each additional hour. The $179.00 per hour is billed in 15 minute increments. All above rates are labor only and all materials will be billed separately.
Limited Warranty- Optima warrants to customer that Products, including wiring installed by Optima be in good working order on the date Optima delivers or installs the Product, whichever is later. If customer notifies Optima that the product is not in good working order within the standard warranty period specified for the product on the date of purchase, Optima will without additional charge, repair, or replace, Optima’s option, the product components that are not in good working order. Optima may replace equipment covered under warranty with refurbished equipment equivalent to new in performance. Repair or replacement parts may be new, remanufactured or refurbished at the option of Optima and will be provided on an exchanged basis. Optima’s obligations under this Limited Warranty are, contingent on customer’s full payment of the product purchase price. Optima will not replace any equipment under warranty if the customer has any open invoices.

Optima’s obligation to repair or replace as set forth above is customer’s exclusive remedy. Except as specifically set forth above, Optima and its affiliates and suppliers make no warranties, express or implied, and specifically disclaim any warranties or merchantability or fitness for a particular use.
Force Majeure- Optima shall have no liability for damages due to fire, explosion, power failures, strikes, or other labor disputes, water, acts of God, war or the engagement by the United States in hostilities civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw materials or transportation facilities, fuel or energy shortages, acts or omissions of communications carrier telecommunications services.
Choice of Law- The construction, interpretation and performance of this Agreement shall be governed by the local laws of the State in which the Product is delivered to the Customer or the Services rendered to the customer.
Assignment/Subcontracting- This Agreement is not assignable by Customer without prior written consent, which consent will not be unreasonably withheld. Optima may subcontract all or any part of the Services to be performed by it under this agreement without the Customer’s consent.
Optima local installation Service Level Agreement- Maintenance contract customers can call in to our toll free number, 800-270-9204 anytime, 24 hours a day, seven days a week. During normal business hours of Monday thru Friday 8am thru 6pm you will be connected to our service department where you can speak with a technician and discuss the nature of the problem. After normal business hours you will have the option to either leave a message in our emergency mailbox and have the technical team paged or simply call your project managers cell phone. All calls are returned prompley as service is our business and you, the client are the reason we are in business.

Once a technician has determined the nature of the problem he will first try to correct the trouble remotely as we will have remote access (unless denied by the customer) to your system configuration. If that cannot be achieved than a service call will be scheduled. If the phone system is completely out of service the response time will be within 2 hours unless equipment is required which in some cases may delay the response time. If the problem is a minor system issue, (less than 25% of the phones are not operational) or a programming change/adjustment that is not impeeding on the customers ability to run their business, a 48 hour response time will be guaranteed. Note that even for “minor” issues we strive to respond immediately to all requests.

Because we only service 1 brand of equipment, Optima has a large inventory of Avaya equipment on site as well as over night access to our distributor where over $500 million in Avaya equipment is stored. Optima maintains over $5 million in new and RMA equipment in house in our Irvington NY warehouse/lab at all times