Terms Of Sale
PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT
YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY
TO YOU.
These terms and conditions (the "Agreement") apply to the purchase of projector
replacement lamps and/or related products and/or services and support sold ("Product")
by ProjectorLampSource.com ("Seller") via the ProjectorLampSource.com website (the
"Site"). In this Agreement "Purchaser" means the person or company that places an
order with the Seller for Product sold on the Site.
The acceptance of Purchaser's order and the Agreement between Seller and Purchaser
resulting from Seller's acceptance of Purchaser's order, are expressly conditioned
upon the terms and conditions set forth in this Agreement, whether additional to
or different from those contained in Purchaser's purchase order or other form of
document heretofore or hereafter supplied by Purchaser to Seller. The terms, provisions
and conditions of the sale set forth in this Agreement shall be the only terms and
conditions applicable to the Agreement between Purchaser and Seller, and any terms,
provisions and conditions of Purchaser's order, any purchase order or any other
communication from Purchaser, whenever made, which are inconsistent with the terms,
provisions and conditions hereof shall not be binding upon Seller and shall not
be applicable to the sale or shipment of Product sold hereunder. Purchaser's assent
to the terms and conditions of sale set forth in this Agreement shall be conclusively
presumed and deemed from Purchaser's acceptance of delivery of the product(s) ordered.
Prices are stated in US dollars and payment shall be in US currency, unless otherwise
agreed upon by both the Purchaser and the Seller. A monthly service charge equal
to one and one half percent (1.5%) (equivalent to eighteen percent (18%) per year)
of all amounts past due and owing to Seller will be charged to Purchaser. Such monthly
service charge will be assessed as of the first day any invoiced amount has become
past due, and shall be reassessed monthly with respect to all amounts then past
due and owing (including all previous service charges).
All prices are F.C.A. (as defined in Inco terms 2000) Seller's plant. Method and
route of shipment are at Seller's discretion, unless Purchaser supplies explicit
written instructions. All shipments of Product are insured at the Purchaser's expense
and made at the Purchaser's risk.
Seller shall not be liable for failure to perform any of its obligations hereunder
resulting directly or indirectly from or contributed to any acts of God, acts of
Purchaser, acts of civil or military authority, priorities, fire, strikes or other
labor disputes, power failure, accidents, floods, epidemics, war, riot, delays in
transportation, lack or inability to obtain raw materials, components, labor or
fuel supplies, or other circumstances or events beyond the Seller's reasonable control,
whether similar or dissimilar to the foregoing.
Delivery of Product to a carrier at Seller's plant or other shipping point stated
elsewhere in this order shall constitute delivery to Purchaser; and regardless of
freight payment all risk of loss or damage in transit shall pass to Purchaser at
that time. Purchaser shall make claims against the carrier for loss or damage to
Product while in transit.
Prices quoted are exclusive of any and all federal, state, provincial and local
taxes of any nature whatsoever, and if, in connection with this transaction, the
Seller is subjected to any such tax by any taxing authority whatsoever, the same
will be added to the purchase price to be paid by Purchaser.
SELLER HEREBY EXPRESSLY EXCLUDES ANY AND ALL OTHER WARRANTIES, GUARANTEES OR REPRESENTATIONS
WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE
OF TRADE, AND ALL OTHER SUCH WARRANTIES ARE SPECIFICALLY EXCLUDED.
IN NO EVENT SHALL THE SELLER BE LIABLE FOR SPECIAL, INDIRECT PUNITIVE, INCIDENTAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT
OR REVENUE, COST OF SUBSTITUTE GOODS, LOSS OF TIME OR ANY OTHER LOSSES INCURRED
BY THE PURCHASER, WHETHER IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, IN
CONNECTION WITH THE PURCHASE OR USE OF THE PRODUCT MANUFACTURED BY THE SELLER AND/OR
SOLD BY THE SELLER. SELLER SHALL NOT BE LIABLE FOR, AND PURCHASER ASSUMES RESPONSIBILITY
FOR, ALL PERSONAL INJURY AND PROPERTY DAMAGE RESULTING FROM HANDLING, POSSESSION
OR USE OF THE PRODUCT MANUFACTURED BY THE SELLER AND/OR SOLD BY THE SELLER. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, AND NOTWITHSTANDING ANY PROVISION HEREIN
OR ENTITLEMENT OF THE PURCHASER AT LAW, IN EQUITY OR OTHERWISE, IN NO EVENT SHALL
THE LIABILITY OF THE SELLER UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, PRODUCT
LIABILITY OR OTHERWISE, EXCEED, IN THE AGGREGATE, THE AMOUNT PAID BY THE PURCHASER
TO THE SELLER FOR PRODUCT PURCHASED PURSUANT TO THIS AGREEMENT.
In the event Purchaser fails to pay Seller for any shipment under this order or
any other order, when payment becomes due, Seller reserves the right, among other
remedies, to suspend further deliveries. If, in the judgment of the Seller, the
financial condition of the Purchaser at any time does not justify continuance of
production or shipment or the terms of payment specified, the Seller may require
full or partial payment in advance of manufacture and/or delivery.
Cancellation or change of orders will be accepted only with the written acknowledgement
and agreement of the Purchaser that Seller will be reimbursed for all expenses incurred
as a result of the cancellation or change. Orders for special material or services
are not subject to cancellation after production is started under any circumstances.
Seller certifies that to its knowledge the product to be manufactured and delivered
hereunder does not infringe any patents granted to others. The Seller does not assume
any responsibility or liability for any claim of infringement of any patent brought
against Purchaser, its successors, assigns, customers or users of Purchaser's product.
This Agreement is made, executed and delivered in Mississauga, Ontario, and any
disagreement, dispute or controversy arising hereunder or in relation to this Agreement
shall be governed by and construed and interpreted in accordance with the domestic
laws of the Province of Ontario, Canada. The Seller and the Purchaser hereby agree
that the United Nations Convention on Contracts for the International Sale of Goods
does not apply to this Agreement and is strictly excluded. Any disputes arising
hereunder shall be adjudicated exclusively in courts located in the Province of
Ontario.
No waiver, alteration or modification of any of the provisions hereof shall be binding
on the Seller unless made in writing and agreed to by a duly authorized official
of the Seller. Waiver by either party of default by the other hereunder shall not
be deemed a waiver by such party of any default by the other which may thereafter
occur.
The terms and conditions of sale set forth herein contain the total sale contract
between the parties and all proposals, negotiations, representations, recommendations,
statements or agreements made or entered into prior to or contemporaneously with
this Agreement, except as specifically agreed to in writing by the Seller after
the date hereof, whether oral or in writing, are excluded.
Please note that policies for returns are clearly stated at
http://www.ProjectorLampSource.com/return_policy.html
This Agreement shall ensure to the benefit of, and shall be binding on, the parties
hereto and their respective successors and permitted assigns provided that neither
party may assign this Agreement or any of its rights or obligations hereunder without
the prior written consent of the other party. Notwithstanding the foregoing, the
Seller may assign this Agreement or any of its rights or obligations hereunder to
any of its affiliates or to a purchaser of all or substantially all of the Seller's
assets, provided that the assignee agrees in writing to assume all or the assigned
portion of the Seller's obligations under this Agreement, whereupon the Seller shall
be released from all or such assigned portion of its obligations.
If any provision of this Agreement is held to be invalid or unenforceable by a court
having jurisdiction over this Agreement, the affected provision shall be deemed
severed and the remainder of the provisions of this Agreement shall continue in
full force and effect, unless the performance of the remainder of this Agreement
by either party is not legally possible and/or commercially reasonable.
Each party hereto agrees that upon the written request of the other party hereto,
it will do all such acts and execute all such further documents, and will cause
the doing of all such acts and will cause the execution of all such further documents
as are within its power to cause the doing or execution of, as the other party hereto
may from time to time reasonably request be done and/or executed as necessary or
desirable to effect the purpose of this Agreement or any document, agreement or
instrument delivered pursuant hereto.