THE SALE OF PRODUCTS AND SERVICES (“PRODUCTS”) BY ADVERTISING DISPLAY SOLUTIONS LLC. ARE SUBJECT TO THESE TERMS AND CONDITIONS (“AGREEMENT”) REGARDLESS OF OTHER OR ADDITIONAL TERMS OR CONDITIONS THAT CONFLICT OR CONTRADICT THIS AGREEMENT IN ANY PURCHASE ORDER, DOCUMENT, OR OTHER COMMUNICATION (“ORDER”)” PREPRINTED TERMS AND CONDITIONS ON ANY CUSTOMER (“CUSTOMER”) DOCUMENT (FOR EXAMPLE: PURCHASE ORDERS OR CONFIRMATIONS.) AND/OR ADVERTISING DISPLAY SOLUTIONS FAILURE TO OBJECT TO CONFLICTING OR ADDITIONAL TERMS WILL NOT CHANGE OR ADD TO THE TERMS OF THIS AGREEMENT.
1. ORDERS. All Orders are subject to acceptance by ADVERTISING DISPLAY SOLUTIONS. reserves the right to allocate the sale of Products among its customers. Orders for special, custom, value-added and Products specifically identified by ADVERTISING DISPLAY SOLUTIONS as nonstandard are non-cancelable and non-returnable (“NCNR”). The Customer may not cancel or reschedule Orders for standard Products without ADVERTISING DISPLAY SOLUTION’S consent. The performance of any value-added service may void the manufacturer’s warranty and render products non-returnable.
2. PRICES. ADVERTISING DISPLAY SOLUTION’S quoted prices apply for 30 days or as otherwise stated in its quote. ADVERTISING DISPLAY SOLUTIONS may increase prices if ADVERTISING DISPLAY SOLUTION’S costs increase or other circumstances beyond ADVERTISING DISPLAY SOLUTION’S reasonable control. Prices are for Products only and do not include taxes, impositions and any other charges, fees, shipping charges and duties imposed by any government authority. Customer is responsible for any additional fees and taxes.
3. TERMS OF PAYMENT. Payment of the total invoice amount, without offset or deduction, is due on the date the invoice is created. ADVERTISING DISPLAY SOLUTIONS will then charge a monthly service fee of $97 monthly for maintaining and creating ads for the customer device.
4. DELIVERY AND TITLE. Customer is not responsible for any shipping costs and any applicable surcharges, because ADVERTISING DISPLAY SOLUTIONS will deliver to customer. ADVERTISING DISPLAY SOLUTIONS delivery dates are estimates only and ADVERTISING DISPLAY SOLUTIONS is not liable for delays in delivery. A delayed delivery of an Order does not entitle Customer to cancel product or services.
5. ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS. Customer must notify Advertising Display Solutions in writing of any damage, shortage, or other discrepancy to Products within 10 days after delivery. After the 10th day Customer is deemed to have accepted the Products and may not revoke acceptance. Customer cannot return Products without a return material authorization (“RMA”) number. Returned Products must be in original manufacturer’s shipping cartons or equivalent. Customer must return all Products, freight prepaid, as specified in the RMA and pay any restocking charges. At Advertising Display Solution’s discretion, Advertising Display Solutions will return all Products not eligible or return to Customer freight collect, or hold Product for Customer’s account at Customer’s expense.
6. ADVERTISING DISPLAY SOLUTIONS LIMITED WARRANTY. Advertising Display Solutions will transfer to Customer any Product warranties and indemnities authorized by the manufacturer, including any transferable warranties and indemnities for intellectual property infringement. Advertising Display Solutions warrants the Products will conform to the manufacturer’s specifications. Value-added work performed by Advertising Display Solutions on Products will conform to Customer’s specifications. Advertising Display Solutions makes no other warranty, express or implied. ADVERTISING DISPLAY SOLUTIONS MAKES NO WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. If Products do not meet manufacturer’s specifications or if value-added work by Advertising Display Solutions does not meet Customer’s specifications, Advertising Display Solutions has the option to (1) repair the Products, (2) replace the Products at no cost to Customer; or (3) refund Customer’s purchase price. Customer must return Products to Advertising Display Solutions, along with acceptable proof of purchase, within 30 days from date of delivery, freight charges prepaid.
7. LIMITATION OF LIABILITY. ADVERTISING DISPLAY SOLUTION IS NOT LIABLE FOR AND CUSTOMER IS NOT ENTITLED TO ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; FOR EXAMPLE, LOSS OF PROFITS OR REVENUE, LOSS OF DATA. LOSS OF USE, REWORK, MANUFACTURING EXPENSE, INJURY TO REPUTATION, OR LOSS OF CUSTOMERS. CUSTOMER’S RECOVERY FROM ALL TECH FOR ANY DIRECT DAMAGES WILL NOT EXCEED THE PRICE OF THE PRODUCT AT ISSUE. CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD ADVERTISING DISPLAY SOLUTIONS HARMLESS FROM ANY CLAIMS BASED ON; (I) ADVERTISING DISPLAY SOLUTION'S COMPLIANCE WITH CUSTOMER’S DESIGNS, SPECIFICATIONS OR INSTRUCTIONS, (II) MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN ALL TECH OR (III) USE IN COMBINATION WITH OTHER PRODUCTS.
8. FORCES BEYOND ADVERTISING DISPLAY SOLUTIONS CONTROL. Advertising Display Solutions is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond its reasonable control, (for example: acts of God, acts or omissions of the Customer, man-made or natural disasters, epidemic or medical crises, materials shortages, strikes, acts of terrorism, delays in transportation, or inability to obtain labor or materials through its regular sources).
9. USE OF PRODUCTS. Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or catastrophic property damage. If Customer uses or sells the products for use in any such applications, Customer acknowledges that such use or sale is at Customer’s sole risk. Customer will indemnify, defend and hold Advertising Display Solutions and the Product manufacturer harmless from and against any and all liabilities and costs arising out of or in connection with such use or sale.
10. EXPORT/IMPORT. Certain Products sold by Advertising Display Solutions and other related technology and documentation are subject to export control laws, regulations and orders of the United States and the export or import control laws and regulations of other countries. Customer will not directly or indirectly export or divert any Products and other related technology and documentation to any third party or country where such export or transmission is restricted or prohibited. Customer agrees it is responsible to obtain any license to export re-export, or import as may be required.
11. PRODUCT INFORMATION. Product information, including information related to a Product’s specifications, export/import control classifications, uses or conformance with legal or other requirements, is obtained by Advertising Display Solutions from its suppliers or other sources. Such information is provided by Advertising Display Solutions on an “AS IS” basis. All Tech makes no representation as to the accuracy or completeness of the Product information, and disclaims all representations, warranties and liabilities under any theory with respect to the Product information, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Advertising Display Solution recommends Customer validate any Product Information before using or acting on such information. All Product information is subject to change without notice. Advertising Display Solutions is not responsible for typographical or other errors or omissions in Product Information.
12. GENERAL.
a. The laws of the State of Georgia will exclusively govern any dispute between Advertising Display Solutions and Customer.
b. Customer may not assign this Agreement without the prior written consent of Advertising Display Solutions.
c. This Agreement can only be modified in writing signed by authorized representatives of both Advertising Display Solutions and Customer.
d. Statements or advice (technical or otherwise) if given without charge, are an accommodation to Customer and Advertising Display Solutions has no responsibility or liability for the content or use of such statements or advice.
e. Advertising Display Solution’s failure to object to any document, communication, or act of Customer will not be deemed a waiver of any of these terms and conditions.
f. The unenforceability of any of these terms or conditions will not affect the remainder of the terms or conditions.
g. Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses.
h. Customer and Advertising Display Solutions will comply with applicable laws and regulations.