Sale Terms and Conditions
Standard Terms & Conditions of Sale
Seller shall not be bound or obligated to any order of Buyer until Seller officially acknowledges to Buyer in writing of receipt and confirmation of Buyer’s order and any additional requirements of Buyer.
All delivery dates are approximate. The failure to meet an indicated delivery date will not constitute a breach of this Agreement. In no event shall Seller be liable for any claims for labor or for any special, indirect, incidental, or consequential damages including, but not limited to, demurrage charges, cost of shipment, downtime, lost profits (whether direct or indirect), lost sales, or any other damages resulting from delay in delivery.
Unless otherwise specified on the face hereof, all sales are delivered to the address listed on the order. For international orders, orders are delivered duty unpaid unless specifically stated otherwise.
All taxes and other charges imposed by federal, state, local or foreign governments on the manufacture, sale, shipment, import, export or use of the goods (other than income taxes) shall be paid by Buyer.
Immediate payment is required prior to acceptance or shipping for all orders unless other arrangements have been mutually agreed to.
In situations where credit is extended, payment as required must be made no later than the due date. A finance charge of 1.5% per month (18% per annum) will be added to any past due balance. Failure by Buyer to pay the amount when due, or otherwise to perform this contract, shall give Seller the unlimited right, without liability, to take possession of the Products, with or without notice, and to have all of the remedies of a secured party under the Uniform Commercial Code or equivalent in Buyer’s jurisdiction. In addition, Seller, at its option by giving written notice to Buyer of its election to do so, may, cancel any undelivered portions thereof and/or demand immediate payment of all outstanding bills of Buyer. All rights and remedies of Seller shall be cumulative and may be exercised successively or concurrently without impairing Seller's security interest in the goods. Buyer agrees to pay Seller reasonable attorneys' fees and legal expenses incurred by Seller in exercising any of its rights and remedies upon default in such amount as is permissible under law. All the foregoing is without limitation or waiver of any other rights or remedies available to Seller according to law or otherwise.
Upon request, Seller in its discretion may furnish as an accommodation to Buyer technical advice or assistance regarding the goods or services. Seller assumes no obligation or liability for the advice or assistance given or results obtained, which shall be at Buyer’s sole risk.
Revolution Lightboards warrants lightboard systems to be free from defects in manufacturing and materials for a period of 2 years from the date of original purchase. During the duration of the warranty period, Revolution Lightboards will, at its option, repair or replace components which it finds to be defective. All costs associated with returning items to Revolution Lightboards will be the responsibility of the purchaser. Revolution Lightboards will cover transportation costs of sending repaired or replacement components to the purchaser. Repair or replacement shall be the sole and exclusive remedy in place of all other rights and remedies.
Studio electronics are covered by manufacturer warranties only.
THE FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY INDUSTRY PRACTICE OR CUSTOM OR TRADE USAGE.
REVOLUTION LIGHTBOARDS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE OR BUSINESS) RESULTING FROM, OR IN ANY WAY RELATED TO, THE USE, INABILITY TO USE, SALE OR PERFORMANCE OF ANY PRODUCT.
Seller shall not be liable for any delay or other failure of performance due to causes beyond its reasonable control including without limitation, acts of God; acts of Buyer; acts of military or civil authorities; government regulations, orders, directives and / or restrictions; fire or other casualties; strikes; lockouts; weather; epidemic; war; riot; delays in transportation; or inability to obtain necessary labor, materials, components, equipment, services, energy or utilities.
Buyer shall exonerate, indemnify, hold harmless, and defend the Seller from all loss, cost, liability, damage or expense sustained or incurred, directly or indirectly, by the Seller, in connection with any and all claims asserted against Seller with respect to the goods, or services which are the subject of this contract, arising in whole or in part out of Buyer’s or Buyer’s customers (a) failing to follow specification, instructions, warnings or recommendations furnished by Seller, (b) failing to comply with all applicable legal requirements, including, but not limited to, the Occupational Safety and Health Act of 970, as amended; (c) misusing or making misrepresentations as to the goods; (d) being solely or contributory negligence, and/or (e) incorporating the goods into or providing designs, plans, specifications or other instructions which infringe or are alleged to infringe any patent, trademark, copyright or other intellectual property right. As used in paragraph 7, the term “Seller” shall include Seller, its officers, directors, agents, employees, subcontractors, parents, subsidiaries, divisions or affiliates. Each party shall exonerate, indemnify, hold harmless, and defend the other from any other loss, cost, and liability, damage or expense sustained or incurred by the other party, in connection with any and all claims asserted against the other, with respect to the goods or services which are the subject of this contract, arising out of any other conduct, behavior, representations or other tortuous conduct or activities of the indemnifying party.
This contract shall be construed and interpreted in accordance with and governed by the laws of the State of Iowa. The Parties hereby agree that the state and federal courts with jurisdiction over disputes arising in Iowa will have exclusive jurisdiction over any matter arising under this Agreement. Notwithstanding the foregoing, Seller may, in its sole discretion, bring suit to enforce its rights under this Agreement in the venue and under the governing law of any jurisdiction in which action or inaction of the Supplier is sought or in which Seller-owned assets are located.
This contract constitutes the entire agreement between Buyer and Seller relating to the goods or services which are the subject hereof. No modifications shall be binding upon the Seller unless in writing signed by Seller’s duly authorized representative. No waiver by Seller of default by Buyer shall be deemed a waiver of any subsequent default. The captions used herein shall have no substantive significance. The invalidity, illegality or unenforceability of any one or more provisions hereof shall in no way affect or impair the validity, legality or enforceability of the remaining provisions hereof, which shall remain in full force and effect. This contract may not be assigned by the Buyer without the prior written consent of the Seller.