These General Terms and Conditions of Sale (“Terms”) apply to all deliveries of products and services (“Products”) from IP Video Specialists, Inc. (d.b.a. HDOnTap) or its Affiliates (each of which is referred to as “IP Video Specialists”) to any customer (“Customer”). In these Terms “Affiliate” shall mean any entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control by IP Video Specialists at such time.
No terms and conditions other than these Terms shall be binding upon IP Video Specialists and the Customer unless agreed to in writing by both IP Video Specialists and Customer. All terms and conditions contained in any prior communication, which are different from or in addition to the Terms, shall not be binding on IP Video Specialists unless otherwise expressly agreed in writing by both IP Video Specialists and Customer. Any additional, different, or conflicting terms proposed by Customer in any offer, acceptance, confirmation (including any Customer purchase order or specifications) or otherwise, (a) are requests for material alterations to these Terms, (b) are hereby rejected and objected to by IP Video Specialists, and (c) will not be binding in any way on IP Video Specialists.
IP Video Specialists shall not be deemed to have accepted an order until a written, including electronic, acceptance of the Customer’s purchase order by IP Video Specialists is received by Customer or IP Video Specialists has received a written, including electronic, timely and unconditional acceptance by Customer of IP Video Specialists’ quotation.
The Products are hereby offered for sale at prices to be established by IP Video Specialists. IP Video Specialists reserves the right to adjust accepted prices for non-delivered Products in the event of alterations in rates of exchange, variations in costs of materials, a sub-supplier’s price increases, changes in wages, state requisitions or similar conditions over which IP Video Specialists has no or limited control.
Unless otherwise specified on IP Video Specialists’ invoice, order confirmation, acknowledgment or otherwise agreed to by the parties in writing, Customer will pay for all goods on a net thirty (30) day basis. In the event that IP Video Specialists does not approve credit to the Customer, or if at any time IP Video Specialists reverses its prior approval of credit for any reason, terms of payment shall be C.O.D., or immediate partial, or full advance payment, or a combination of the foregoing methods, all as IP Video Specialists may then, or thereafter from time to time, elect or specify. All payments shall be in U.S. dollars
IP Video Specialists reserves the right to assess reasonable interest charges on any amounts not paid by the date such payments are due and reserves the right to withhold shipment or to require other adequate assurances of performance of Customer’s payment obligations.
IP Video Specialists’ price for its Products are exclusive of any federal, state, or local sales, use, or excise taxes levied upon, or measured by, the sale, the sales price, or use of Products required in the performance of any order. IP Video Specialists will list separately on its invoice any such taxes applicable to any such goods or transaction, and payable by Customer, with respect to which Customer does not furnish to IP Video Specialists evidence of exemption.
IP Video Specialists will use commercially reasonable efforts to meet the delivery dates, specifications, and quantities as set forth in Customer’s purchase order. If IP Video Specialists does not ship on the promised date, Customer is entitled to request a reasonable, revised shipment date in writing without undue delay. No claims can be made by the Customer as a result of the delay and IP Video Specialists will not be liable for damages or delays in delivery due to causes beyond its reasonable control.
Unless otherwise agreed in writing, IP Video Specialists may make delivery in installments. All installments will be separately invoiced and paid as billed without regard to subsequent deliveries. Failure to pay any installment when due will excuse IP Video Specialists from making all future deliveries.
IP Video Specialists and its Affiliates shall be entitled to set off their own claims against the Customer, in event of Customer’s possible claims against any of said companies.
While IP Video Specialists attempts to provide helpful and accurate information on the weight, dimensions, capacity, and performance capabilities of the Products in catalogues, literature, brochures and advertisements, and on its website, the Customer should not rely on any such information, and no such information is binding on IP Video Specialists, unless explicit reference to the specific information in question is made in a written offer from IP Video Specialists and/or a written order acceptance by IP Video Specialists. Specific demands from the Customer are only binding if and to the extent they have been accepted by IP Video Specialists in writing.
Any non-public information, including but not limited to, drawings, descriptions and any other technical documents which IP Video Specialists makes available to the Customer (“Confidential Information”) shall remain the property of IP Video Specialists and shall be treated as confidential by Customer and its representatives and must not, without the written consent of IP Video Specialists, be copied, reproduced, or transferred to third parties or be used for other purposes than those intended when the Confidential Information was made available. Confidential Information shall be returned upon IP Video Specialists’ request.10. Alterations
IP Video Specialists reserves the right to make, without notice to Customer, alterations to a Product that do not materially affect agreed specifications or the Product’s form, fit or function.
11a. IP Video Specialists warrants that, during the Warranty Period, the Product will, with normal use and service, be free from faulty parts, manufacture or workmanship.
11b IP Video Specialists extends the following warranty for all IP Video Specialists Products unless otherwise stated, to the original owner/purchaser of the Product for a period of 12-months (unless the product being re-sold carries a longer warranty), from date of shipment.
This warranty shall be voided if the article in question is improperly installed, applied, operated or maintained; subjected to overload, misuse, negligence or an accident; or repaired or altered outside of the IP Video Specialists warehouse or by anyone other than an authorized IP Video Specialists service partner under direction of IP Video Specialists. Products manufactured by others, but supplied by IP Video Specialists as part of a IP Video Specialists Product, are not warranted by IP Video Specialists, and Customers sole recourse if any such product should fail shall be under the warranty, if any, of such other manufacturer.
Customer’s sole and exclusive remedy against IP Video Specialists and IP Video Specialists’ only obligation, for breach of warranty, shall be, at IP Video Specialists’ option, the repair or replacement (with either a refurbished or new Product) of any Product that on IP Video Specialists’ examination is found to be defective at the time of delivery due to faulty workmanship and/or defective material, but only if the Customer submits a claim in writing to IP Video Specialists within the warranty period.
When making a warranty claim, the Customer must request an RMA from IP Video Specialists. Upon issuance of the RMA, the Customer will forward the Product to IP Video Specialists for evaluation. Freight and insurance will be paid for by the Customer. The Customer is responsible for repackaging Products returned in suitable packing material to prevent damage in transit. If IP Video Specialists ascertains that the Product is defective due to faulty workmanship and/or defective material, IP Video Specialists shall send the repaired Product or a replacement Product to the Customer. IP Video Specialists may choose the method of delivery and will pay freight and insurance and credit the Customer for freight and insurance costs resulting from return shipment from the Customer to IP Video Specialists authorized by the RMA. Products or product parts which have been replaced shall be the property of and retained by IP Video Specialists. If IP Video Specialists’ determines that the Product is not defective due to faulty workmanship and/or defective material or that the warranty has been voided, the Product shall be returned to the Customer, if the Customer requests. In such case, freight and insurance shall be paid by the Customer.
If you do not wish to be bound by any of the provisions in this warranty, please return the product(s) immediately to IP Video Specialists.
IP Video Specialists, Inc.
Customer Service Department
2120 Jimmy Durante Blvd., Suite 123
Del Mar, CA 92014
U.S.A.
T: 1-858-481-4096 E: support@hdontap.com
EXCEPT FOR THE WARRANTIES STATED IN SECTION 11, THE PRODUCTS ARE SUPPLIED “AS IS”, “WHERE IS” AND “WITH ALL FAULTS”. IP Video Specialists DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Customer shall indemnify, defend and hold IP Video Specialists harmless from all claims, including but not limited to all claims filed by third parties, for injuries, harms, losses or damages of any kind, (a) caused by or resulting from, (i) the Product after it has been delivered, (ii) the improper use, repair, maintenance or operation of the Product by Customer, (iii) the failure of Customer to adequately train personnel in the operation of the Product, or (iv) the Customer’s failure to comply with applicable laws or regulations or (b) to products manufactured by the Customer or to products of which the Customer’s products form a part.
The Customer consents to the jurisdiction of any court or arbitral tribunal in which any third party files a claim for injuries, harms, losses or damages allegedly caused by any Product sold to Customer.
IN NO EVENT SHALL IP Video Specialists BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES ARISING OUT OF ANY BREACH OF WARRANTY, FAULTY PRODUCT, DELAY IN THE DELIVERY OF THE PRODUCT, PRODUCT LIABILITY, FAILURE TO WARN, RECALL OR OTHERWISE, IRRESPECTIVE OF THE CAUSE, INCLUDING BUT NOT LIMITED TO, LOSS OF PRODUCTION, LOSS OF PROFIT AND LOSS OF GOODWILL.
Claims or complaints as to defects and/or delay in delivery of the Products or other claims shall be submitted in writing by Customer to IP Video Specialists without undue delay.
If the Product is delivered with embedded software, Customer obtains a non-exclusive, software license in form of a right to use the software solely for the purposes set out in the applicable specification of the Product. Aside from this, Customer obtains no rights in form of license, patent, copyright, trademark or other proprietary right connected to the Products. Customer shall not obtain any rights to source codes to such software.
IP Video Specialists, at its’ election, may defend any suit or proceeding brought against Customer as far as the same is based on a claim that any Product of IP Video Specialists’ design furnished hereunder or any part thereof, constitutes an infringement of any United States or Canadian patent, if notified promptly in writing and given authority, information and assistance for the defense of the same and if such alleged infringement is not the result of the design or other special requirements specified by Customer or the application or use to which such Product is put to use by Customer or others. In the event that IP Video Specialists elects to defend such suit or proceeding, IP Video Specialists will pay all damages and costs awarded in such suit or proceeding against Customer. In the event that such Product or part in such suit is held to infringe any such patent and use thereof is enjoined, IP Video Specialists will, at its option, (a) procure Customer with the right to continue use of such Product or part, (b) replace same with non-infringing Product(s) or parts, (c) modify the same so that it becomes non-infringing, or (d) remove said Product or part and refund the purchase price and the transportation and installation costs thereof. The foregoing states the entire liability of IP Video Specialists to Customer for patent infringement.
Customer is hereby advised and put on notice that Products may be subject to export controls and regulations of the United States, another country of manufacture or a country of transshipment, and export may require a valid export license. IP Video Specialists’ acceptance of Customer’s order and delivery of the Products is expressly conditioned on compliance by Customer with all applicable export controls. IP Video Specialists is under no obligation to sell or deliver the Products until all required export licenses have been granted. No Products sold to Customer may be exported unless such export complies fully with all applicable export regulations. Customer shall be responsible for obtaining all required export licenses and for all expenses of obtaining such licenses.
IP Video Specialists is entitled to cancel orders or suspend or delay delivery of Products and will not be liable for such cancellation, suspension, or any non-delivery, faulty or delayed delivery which partly or wholly is caused by circumstances beyond IP Video Specialists’ control, including, but not limited to, riots, civil unrest, war, terrorism, fire, insurrection, requisition, seizure, embargo or defects or delays in deliveries by sub-contractors, strikes, lockouts, slow downs, lack of transportation, scarcity of materials, accidents in product testing, and insufficient supplies of energy. Any of Customer’s contractual rights are suspended or become void in any such circumstances referred to in this clause. Customer is not entitled to any kind of damages or to make a claim whatsoever in case of cancellation or delayed delivery due to such circumstances.
If one or more of the terms and conditions in these Terms or any part of a term is deemed invalid, unenforceable, illegal or inoperable, the validity, enforceability, legality or operability of all further terms and conditions shall not be affected or diminished thereby.
Any dispute between the parties concerning or arising from (a) a purchase of a Product or (b) any damages, injuries, losses or harms allegedly caused by any Product shall be decided under California law.
Any such dispute which the parties themselves are unable to resolve shall be referred to and settled by arbitration in San Diego, California. Such courts shall have exclusive jurisdiction and venue for resolution of all such disputes and the parties hereto do hereby irrevocably submit to such jurisdiction and venue, and waive any objection to the contrary hereafter.
The Parties may refer the enforcement of any arbitral award to any competent court. English shall be the language to be used in the arbitration proceeding unless otherwise agreed between the parties. The arbitration proceedings and the arbitral award shall be confidential and involved persons on both sides are pledged to secrecy.
Buyer shall comply with all applicable laws, regulations, and other legal requirements regarding the export, import, sale, distribution, marketing, and service of the goods and related technology, including without limitation, tax and foreign exchange legislation, and/or regulations.
These Terms contain the complete and final agreement between Customer and IP Video Specialists and supersede all other and further agreements, representations, warranties, covenants, promises, and other contractual obligations between the parties in respect of the subject hereof unless otherwise agreed to in a writing signed by IP Video Specialists. These Terms may be amended, modified or waived only by a written instrument that refers expressly to this paragraph and is signed by an authorized representative of IP Video Specialists. E-mails and electronic on-line, Internet or other terms of Customer shall not be deemed a means of modifying or amending these Terms.