STANDARD TERMS AND CONDITIONS FOR SALE
AUDIO VIDEO COLORADO
As used herein, “we”, “us” and/or “our” shall mean Audio Video Colorado. You” or “your” shall mean the person, firm, body or company who purchases products or services supplied by us. “Goods” includes any services, hardware and software along with any additional equipment sold or delivered to you by us. “Writing” includes facsimile transmission and electronically transmitted data. This Standard Terms and Conditions for Sale (“agreement”) contains the terms and conditions that apply to any order, purchase, receipt, delivery or use of any products from us. Any variation to these Conditions must be agreed in writing between you and us.
Advertised prices are in U.S. dollars and, unless otherwise noted, exclude shipping, handling, installation and any taxes that may be imposed by the legal authority that governs the jurisdiction in which you reside. The amount of any sales, use, excise or other similar tax applicable to this agreement or the equipment covered thereby shall be paid by you to the appropriate taxing authority and you will indemnify us and hold it harmless from any claim, cost or expense as a result of your failure to make any such payment. Quoted prices are protected for orders entered and shipped within thirty days. Thereafter, shipments are “price in effect at time of shipment”. Any such price increase will be the result of a manufacturer’s increase and a minimum of 30 days notice. Prices may be quantity sensitive, and are based upon shipment-release quantities – not total quantities.
Unless otherwise stated in our quotation, the terms of payment are cash, check, wire transfer, Visa, MasterCard, American Express and Discover. Remaining balances are due 20 days net from the date of our invoice. If you fail to timely pay our invoice(s), we may, without prejudice to any other rights or remedies: (a) withhold shipments of goods or the performance of additional services, (b) demand the return of previously shipped goods; (c) institute new payment terms; (d) terminate any purchase orders or supply agreements, and/or (e) institute suit for legal or equitable relief. You agree to pay interest on overdue invoices at the lesser of 1 and ½ % per month or the highest monthly rate permitted by law. If you fail to make any payment as required, you agree to indemnify us for all costs and expenses, including reasonable attorneys’ fees, court costs, and associated expenses incurred in connection with our collection efforts. All costs associated with the bank transfer shall be paid by you.
Title in the goods shall be retained by us until all sums due on any account from you to us have been received by us. Until ownership in the goods passes to you, we may require you to deliver the goods to us and, if you fail to do so immediately, we may enter any premises where the goods are reasonably thought to be stored and repossess the goods. If we recover the goods we may resell the goods. If the proceeds of sale are more than the amount due to us from you, we may use the balance to pay the costs of taking possession and selling the goods. If on resale the proceeds of sale are less than the amount due to us, we may recover the shortfall from you. You will not assign, factor or charge any of the goods or any invoice for the goods, which remain our property. . If you do then all monies owing by you to us shall become due and payable immediately.
Shipping and handling are additional unless otherwise expressly indicated at the time of sale. All delivery is F.O.B. shipping point unless otherwise indicated. Losses and damages during shipment are the responsibility of the buyer. Any dates for delivery are approximate only and we will not be liable for the consequences of any delay in delivery. You shall have the responsibility to obtain and pay for insurance and negotiate with the carrier and/or insurer in the event of wrong delivery, loss or damage, even if you have secured insurance at your request.
You must notify us, in writing, of any freight damage claims within ten (10) days from date of receipt of equipment. Freight claims received by us after the said time frame will not be accepted. Our liability shall in any case be limited to the price of the goods not delivered. Risk of damage or loss of the goods shall pass to you on delivery to your premises.
We are under no obligation to accept returns. Purchaser may not return any product purchased without prior written authorization from us. Restocking charges may apply to any returned product, and these charges will be at our discretion. All returned products must be in new condition in the original manufacturer’s carton and contain all parts. Credit Card Purchases will have an automatic 6% restocking charge on top of any other charges for returns. DOA products are returnable within 30 days of invoice date. If we determine the product is incompatible, the restocking charges will be waived. Credits will be issued based on your most recent purchase price or current price, whichever is lower. Opened software packages are non-returnable.
WARRANTY AND LIMITATION OF LIABILITY
Product warranties are covered under the individual manufacturer’s stated warranties. Please refer to the owner’s manuals and warranty cards for the applicable warranty policy. When an installation warranty is stated in a proposal, it is not applicable to failures of the system that result from accident, abuse (including transport of electronics in non-ESD safe packaging), misapplication or alteration. The sole and exclusive remedy for failure of the product at our option is to repair or replace the product to restore the product to proper operating condition. We may make replacements with new or functionally equivalent products of equal value. Warranty for an additional period of one year may be obtained at time of purchase for an additional charge.
EXCLUSION OF DAMAGES
The remedies provided above are the sole and exclusive remedies with respect to this Limited Warranty, and in no event shall we be liable for any special, indirect, incidental, consequential, exemplary, or punitive damages for claims arising hereunder. The liability of us for breach of any express or implied term of this agreement shall be limited to the reasonable cost of remedying any defect in the goods or other matter constituting a breach and in no circumstances shall our liability exceed the total amount paid by you to us under the agreement. Any error or omission in any document issued by us may be corrected without any liability to us.
This agreement and any sales hereunder shall be governed by the laws of the state of Colorado. All intellectual property and other proprietary rights (including, but not limited to, copyright and trademarks) and all technical, business or similar information (including but not limited to all designs, documents and other materials relating to the goods) created by us during the course of the agreement shall be, and shall remain, exclusively our property and shall be kept confidential by you. You agree that no license or rights of any kind are granted to you hereunder in respect of any intellectual property, other than the limited right to perpetually use our proprietary goods purchased from us. Programming and system settings will be made available to you electronically for your exclusive use to support only the related system. We have the right to re-use any software or designs created. Your use of software is subject to license agreements applicable to the licensor of the software. You will keep the confidential and shall not disclose details of it to any third party without our prior consent in writing. You agree not to copy or disclose to any third party any drawings, price details or other technical papers supplied by us under this agreement which will remain our property. You shall not transfer, assign or sub-contract the obligations under the agreement without our prior consent in Writing. This agreement contains the entire agreement of the parties and supersedes all prior proposals and negotiations including any terms of any purchase order submitted by you.
The failure of either party to enforce any provision of these terms and conditions shall not be construed as a waiver of such provision or the right hereafter to enforce each and every provision. No waiver by either party, express or implied, of any breach of these terms and conditions shall be construed as a waiver of any other breach of such term or condition. Any dispute shall be resolved exclusively and finally by binding arbitration administered by the national arbitration forum (available via the Internet at arb-forum.com).