TERMS AND CONDITIONS FOR THE SALE OF TRUE VISION DISPLAYS, INC. PRODUCTS AND SERVICES
Notwithstanding any other provision to the contrary, the following terms and conditions shall apply to any sale of products or services by True Vision Displays, Inc. (“True Vision”), a California corporation having its principal place of business at 16402 Berwyn Road, Cerritos, CA 90703. Any purchase order covering the sale of True Vision’s products and services (“Products”) shall be governed by these Terms and Conditions and other written provisions mutually agreed upon, if any. True Vision shall not be deemed to have waived these Terms and Conditions of Sale if it fails to object to provisions appearing on, incorporated by reference in, or attached to Customer’s purchase order form and any such provisions are hereby expressly rejected. Customer’s silence or acceptance or use of Products constitutes its acceptance of these Terms and Conditions of Sale. No modification or addition to these Terms and Conditions of Sale shall be effective unless agreed upon in writing. The price charged by True Vision to Customer is based on these Terms and Conditions.
1. TITLE: Title to the Product shall remain with True Vision and shall not pass to the Customer until full payment has been received, including any late fees or other charges that may have been incurred by True Vision.
2. PROPRIETARY RIGHTS: Unless otherwise stated herein all design, manufacturing processes, manufacturing information, vendor sources, know-how, equipment, tooling or other hardware, software, or information (collectively referred to as “resources”) acquired or utilized by True Vision to produce the Products, and any intellectual property rights, including but not limited to patents, copyrights and trade secrets related in any way to the resources, are and shall hereinafter remain the exclusive property of True Vision, regardless of whether such resources are created solely by True Vision, or by Customer’s collaboration with True Vision.
3. PAYMENT TERMS: All payments are due within 30 days from the date of invoice. True Vision may require payment in advance before shipment if the customer is delinquent in payment. True Vision may require Customer to pay interest on all late payments at the lesser of 1% per month of the balance due or the maximum rate of interest permitted in accordance with the laws of the State of California. True Vision reserves the right to decline to accept any order or make any shipment whenever, for any reason, there is doubt as to Customer’s financial responsibility and True Vision shall not in such event be liable for breach or non-performance, in whole or in part.
4. SHIPMENT: In accordance with True Vision’s standard practices, all packaging will be provided for safe transport of Products. True Vision will make every effort to deliver on or few days prior to dock date requested by Customer on the purchase order. Customer shall pay all delivery costs and charges for shipping the goods from True Vision to Customer requested delivery location.
5. INSPECTION: All products shall be inspected by Customer for any damage or non-conformance within five business days of receipt of Products and notify True Vision of any issues within three (3) business days of inspection.
6. WARRANTY: True Vision warrants to the Customer that the Products shall conform to the description in the purchase order. In the event that any part or parts, that fail due to defects in material or workmanship within the first twelve (12) months from date of shipment. True Vision shall at its option, repair or replace such defective part or parts. The defective part or parts shall be returned to True Vision, freight prepaid, unless otherwise directed by True Vision. TRUE VISION’S LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES TO CUSTOMER RESULTING FROM DEFECTIVE PRODUCTS SHALL IN NO EVENT EXCEED THE COST OF REPAIR OR REPLACEMENT OF DEFECTIVE PRODUCTS. This warranty shall not apply to Products which have been abused, altered, misused in application, improperly maintained or repaired, or operated other than in accordance specified limits of the Product.
7. CANCELLATION: Customer may not cancel an order without True Vision’s prior written consent. True Vision will inform Customer of any cancellation fees or restocking fees that may be incurred by Customer in the event of such cancellation. Special ordered Products or Custom Products cannot be cancelled.
8. LIMITATION OF LIABILITY: TRUE VISION’S TOTAL AGGREGATE LIABILITY (ARISING OUT OF OR IN CONNECTION WITH BUT NOT LIMITED TO ANY BREACH OF CONTRACT, NEGLIGENCE, TORT, LIQUIDATED DAMAGES, SPECIFIC PERFORMANCE, TERMINATION, CANCELLATION INCLUDING THE REPAYING OF THE CONTRACT PRICE OR PARTS THEREOF, FUNDAMENTAL BREACH, FAILURE OF ESSENTIAL PURPOSE, BREACH OF WARRANTIES, MISREPRESENTATION, NONPERFORMANCE, NONPAYMENT, OR ANY OTHER) WHETHER BASED IN CONTRACT, IN TORT, IN EQUITY, ON STATUE, AT LAW OR ON ANY OTHER THEORY OF LAW, SHALL NOT EXCEED THE PAID CONTRACT PRICE. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS OF THE AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS OCCURRED. TRUE VISION SHALL NOT BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR INDIRECT DAMAGES OF ANY KIND OR NATURE WHATSOEVER.
9. INDEMNIFICATION: Customer agrees to indemnify and hold harmless True Vision, its shareholders, directors, officers, employees, from all claims, damages and related costs, including reasonable legal fees and costs, resulting from any injury to persons, real property, personal property, or patent infringement and other intellectual property claims asserted against True Vision that arises from anything provided by Customer incorporated into True Vision Products.
10. GOVERNING LAW AND VENUE: This Agreement shall be governed by the laws of the State of California, USA, with venue exclusively in the US District Court of Los Angeles, California. True Vision and Customer specifically accept INCOTERMS 2010 for the purchase of Products between the Parties.