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 ProjectorLamp.com ("Seller") via the ProjectorLamp.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.ProjectorLamp.com/return_policy.aspx
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.