Terms and Conditions of Sale
All invoices are payable within 30 days of receipt. A 1.5% monthly
service charge is payable on all overdue balances. The grant of any
license or right of copyright is conditioned on receipt of full payment.
Default in Payment: The Client shall assume responsibility for all
collection of legal fees necessitated by default in payment.
Invoicing and payment terms
Commonly used invoice payment terms and their meanings
This list explains many of the terms commonly used on invoices.
Invoice payment terms
Net monthly account --- Payment due on last day of the month
following the one in which the invoice is dated
Net 7 -- Payment seven days after invoice date
Net 10 -- Payment ten days after invoice date
Net 30 -- Payment 30 days after invoice date
Net 60 -- Payment 60 days after invoice date
Net 90 -- Payment 90 days after invoice date
EOM -- End of month
COD/Due upon Receipt --- Cash on delivery
Cash account -- Account conducted on a cash basis, no credit
Letter of credit -- A documentary credit confirmed by a bank,
often used for export
Bill of exchange -- A promise to pay at a later date, usually
supported by a bank
CND -- Cash next delivery
CBS -- Cash before shipment
CIA -- Cash in advance
CWO -- Cash with order
Terms & Conditions
BY VISITING THIS WEBSITE (WWW.PRODUCTIONS
UNLIMITED.ORG), OR BY SHOPPING HERE, YOU EXPRESSLY
AGREE TO THE FOLLOWING TERMS AND CONDITIONS.
Buyer expressly agrees that the following terms and conditions shall
govern the purchase by Buyer and the sale of any goods or services
by A1 Productions Unlimited OR any of it’s divisions, affiliates or
subsidiaries.
Acceptance & Cancellation of Orders
Each order for goods is subject to acceptance in writing by a duly
authorized officer of A1 Productions Unlimited. Any written
acknowledgment of receipt of an order shipment in and of itself
constitutes such acceptance. Buyer may cancel orders accepted by
A1 Productions Unlimited only upon written consent of A1
Productions Unlimited. In the event of cancellation or other
withdrawal of an order, without limiting any other remedy which A1
Productions Unlimited may have as a result of such cancellation or
other withdrawal, a cancellation fee of $200.00 may be imposed at
the discretion of A1 Productions Unlimited and all expenses incurred
and commitments made by A1 Productions Unlimited relating to the
order shall be paid by Buyer to A1 Productions Unlimited. A non-
refundable deposit of half of the total amount due is required in order
to secure all dates and time.
Delivery & Shipment
All prices quoted and goods shipped are F.O.B. – Carrier, A1
Productions Unlimited facility. Title and risk of loss of all goods shall
pass upon A1 Productions Unlimited reasonable commercial delivery
to carrier for shipment to Buyer. Unless otherwise agreed by A1
Productions Unlimited in writing, Buyer shall pay all freight, handling,
and delivery and insurance charges for shipment of goods. Choice of
carrier and shipping method and route shall be at the election of A1
Productions Unlimited unless specifically designated by the Buyer.
Despite specific selection of preferred carrier(s) by Buyer, A1
Productions Unlimited may elect to choose a different carrier for
reasons of reliability or access to specific geographic zones or for
any other reasonable business grounds. A1 Productions Unlimited
shall not be liable for delays in delivery or for failure to perform due
to causes beyond the reasonable control of the A1 Productions
Unlimited, which causes shall include without limitation, acts of God,
acts or omissions of Buyer or civil or military authorities, fire, strikes,
epidemics, quarantine restriction, floods, earthquakes, riot, war,
delays in transportation or inability to obtain necessary labor
materials or supplies. In the event of any delay, the contractual date
of delivery, if any, shall be extended for a period equal to the time
lost as a consequence of such delay without penalty to the A1
Productions Unlimited. A1 Productions Unlimited shall be entitled to
refuse or delay shipments for failure by Buyer to pay promptly any
payments due A1 Productions Unlimited, whether on this or any other
contract between A1 Productions Unlimited and Buyer. A1
Productions Unlimited shall have the right to deliver all goods
covered hereby at one time or in portions from time to time within the
time for delivery provided in such order, subject to the prior terms of
this paragraph.
Terms & Payment
a) Payment terms are subject to A1 Productions Unlimited credit
approval. A1 Productions Unlimited may change Credit terms or
payment terms at any time at A1 Productions Unlimited sole
discretion, for any reason. If requested by A1 Productions Unlimited,
and as applicable, Buyer will deliver to A1 Productions Unlimited
within 45 days after the end of each fiscal quarter a detailed balance
sheet and income statement for the Buyer’s prior fiscal year and
quarter that will have been prepared in accordance with generally
accepted accounting principles.
b) Unless otherwise specified by A1 Productions Unlimited in writing,
payment in full of the net amount owing without offset or deduction is
due: 15 days from date of invoice for orders sent with Net 15 terms;
30 days from date of invoice for orders sent with Net 30 terms; 45
days from date of invoice for orders sent with Net 45 terms; and 1
day from date of invoice for orders sent with payment in advance,
COD or Net Due Terms. If payment is not received within the
specified period, a late payment charge of 1.5% per month or the
maximum allowed by law, whichever is less, shall be paid by Buyer.
All Orders are subject to a $200.00 Cancellation fee.
c) All checks and payments accepted by A1 Productions Unlimited
are subject to collection and Buyer agrees to pay all costs of
collection, including reasonable attorney’s fees and costs. A1
Productions Unlimited may apply any checks or payments received
from Buyer against any obligation of Buyer to A1 Productions
Unlimited under this or any other agreement, notwithstanding any
statement appearing on or referring to such check. Acceptance of
partial payment shall not constitute a waiver of A1 Productions
Unlimited right to payment in full of all amounts owed from Buyer to
A1 Productions Unlimited.
d) Buyer hereby grants A1 Productions Unlimited a security interest
in any goods shipped under this agreement, including all accessions
to and replacements of such goods and the process thereof to
secure the payment of the purchase price for such goods and all
other amounts owing under this agreement. Buyer agrees that this
agreement may be used by A1 Productions Unlimited for facilitation
of filing a financing statement in any location deemed necessary or
advisable to perfect A1 Productions Unlimited security interest in the
goods and their proceeds without the necessity to obtain an
additional signature on the actual financing statement.
Nonetheless Buyer agrees to cooperate fully with A1 Productions
Unlimited in executing any additional documents, instruments,
financing statements or amendments thereof as A1 Productions
Unlimited may deem necessary or advisable to maintain and continue
the security interest created by this agreement.
Inspection & Acceptance of Goods
Buyer shall be responsible for conducting any final acceptance tests
on goods if necessary, which tests shall be completed promptly and
in no event later than immediately after delivery. The goods shall be
deemed accepted by Buyer unless Buyer notifies A1 Productions
Unlimited in writing of Buyer’s rejection of the goods and the reason
for such rejection within 30 days after delivery of the goods to the
Buyer. A1 Productions Unlimited shall elect to credit the account of
Buyer or replace, with an additional shipping charge only, to Buyer all
goods which at the time of delivery are not in accordance with their
manufacturer’s specifications, but only if Buyer provides A1
Productions Unlimited timely rejection of the goods and returns such
goods to A1 Productions Unlimited facility within 30 days from date
of delivery in original intact packaging and in good condition deemed
acceptable to A1 Productions Unlimited in it’s sole discretion, without
their serial numbers, affixed labels, or any part thereof altered,
replaced or removed, and accompanied by a specification in writing
of the defects involved. Items returned after 30 days from the date of
delivery cannot be returned or refunded. Buyer shall notify A1
Productions Unlimited in each instance when Buyer intends to return
goods that Buyer believes are not in accordance with their
manufacturer’s specifications and A1 Productions Unlimited shall be
entitled to examine such goods at Seller’s or Buyer’s facilities, at
Seller’s option, prior to return. Final inspection and determination
whether goods are in accordance with their manufacturer’s
specifications shall be made at A1 Productions Unlimited facility or
may be based upon the manufacturer’s actual test report. Other than
the foregoing inspection and acceptance provisions, all sales are
final and Buyer shall not have the right to cancel goods ordered prior
to delivery of such goods without the prior consent of A1 Productions
Unlimited. Notwithstanding the foregoing, in no event shall A1
Productions Unlimited issue or cause to be issued a Return
Manufacturer’s Authorization (“RMA”) beyond 90 days from the date
of delivery to Buyer of any goods and any RMA’s approved by A1
Productions Unlimited shall be subject to the procedures for returns
and replacements of goods under the ‘Warranties’ section of this
website.
Shipping Damage Or Loss
In the event of shipping damage or loss, Buyer must contact A1
Productions Unlimited and the shipping company immediately. A1
Productions Unlimited will not be responsible for any consequential
or other damages for the loss or damage of merchandise during
shipping. The Buyer will still be expected to pay for the shipment on
the appropriate due date.
Return of Merchandise
A1 Productions Unlimited can accept no merchandise for return
without an RMA number. The Buyer will be solely responsible for loss
or misplacement of goods returned without an RMA number.
Permits
Buyer shall be solely responsible obtaining of all permits, licenses, or
certificates required for the use of any Venue.
Offset of Amounts Owed to Buyer
If Buyer is owed any monies by A1 Productions Unlimited because
of goods purchased from Buyer, overpayment to A1 Productions
Unlimited or because A1 Productions Unlimited has credited Buyer
for returned goods or discounted a purchase to Buyer, A1
Productions Unlimited at it’s sole discretion may apply the owed
amount to any other amounts owed by Buyer to A1 Productions
Unlimited. Any request for cash refunds of credits to Buyer must be
sent to A1 Productions Unlimited in writing. Any request for refunds
of overpayments not done in writing and held by A1 Productions
Unlimited for more than two years will be deemed forfeited. A1
Productions Unlimited may withhold payment of any amounts owed
to Buyer if amounts owed by buyer to A1 Productions Unlimited are
past due.
Credit Memos
Buyer may not apply a credit to any open invoice without issuance of
a credit memo to A1 Productions Unlimited. Credit memos may be
issued at the sole discretion of A1 Productions Unlimited for returned
merchandise, payment in exchange and other reasons as determined
by A1 Productions Unlimited.
A1 Productions Unlimited Right To Increase Prices
Unless otherwise specified on a sales order, A1 Productions
Unlimited reserves the right to increase the selling price of any and all
goods by A1 Productions Unlimited supplier. The selling price quoted
shall, upon increase in price by A1 Productions Unlimited supplier, be
increased by a percentage equal to the percentage of increase in A1
Productions Unlimited cost for goods and Buyer agrees to pay any
such increased price in accordance with the terms hereof.
Taxes
A1 Productions Unlimited prices do not include any applicable sales,
use or other similar taxes. Accordingly, in addition to prices specified
by A1 Productions Unlimited, Buyer shall also be responsible for
payment of any sales, use, excise or similar tax or duties attributable
to the sale of goods covered hereby or, in lieu thereof, provide A1
Productions Unlimited with tax exemption certificates acceptable to
the taxing authorities.
Product Warranty
Any warranty, which may be applicable to products purchased by
Buyer pursuant to this agreement, will be listed in the product
description on A1 Productions Unlimited Website. Please refer to the
individual product for warranty information. Third party product
warranty information is as specified in the third party documentation
accompanying the product and, to the extent permitted by local law,
A1 Productions Unlimited does not warrant a third party product.
Other than as may be set forth as a warranty in the product
description, A1 Productions Unlimited makes no express or implied
warranties of any kind relating to any goods or products.
Disclaimer
The warranties set forth in this agreement are in lieu of and Buyer
hereby expressly waives all other warranties of any kind, whether
express, implied or statutory, including without limitation any other
warranties of merchantability or fitness for a particular purpose, and
all such other warranties are hereby disclaimed and excluded by A1
Productions Unlimited. In no event shall A1 Productions Unlimited be
liable for any indirect, special, incidental, punitive or consequential
damages in connection with or arising out of the sale, installation,
use, operation, service or repair of any product whether based on
breach of warranty or contract, strict liability, negligence or otherwise,
whether or not A1 Productions Unlimited shall have been advised as
to the possibility or reason for any such potential loss or damage.
The sole and exclusive remedy for breach of A1 Productions
Unlimited warranty of the products is stated herein. In all other cases
(exclusive of A1 Productions Unlimited liability stated
herein) A1 Productions Unlimited sole and exclusive liability with
respect to any matter arising from or connected with the sale,
installation, use, operation, service or repair of any products or A1
Productions Unlimited performance under this agreement, whether
based on breach of warranty, contract, strict liability, negligence, or
otherwise, shall not exceed the original cost to Buyer of the products
sold or provided.
Insurance
A1 Productions Unlimited standard terms are Freight on Board-
Carrier, A1 Productions Unlimited shipping facility. Buyer agrees to
insure all shipments. As a standard term, A1 Productions Unlimited
will insure any package with the carrier, where the carrier offers such
insurance, and A1 Productions Unlimited shall charge the cost of
such insurance to Buyer. The Federal Express insurance rate is 0.5%
and the UPS insurance rate is 0.33% of the total value of the
shipment. Buyer’s recourse for products lost or damaged in shipping
is against the carrier. If such a claim is valid, as deemed in the
discretion of the carrier, A1 Productions Unlimited agrees to assist
Buyer in the processing of such claims with the carrier(s).
If Buyer has it’s own insurance policy, Buyer must fax the insurance
policy to A1 Productions Unlimited. Buyer must notify A1
Productions Unlimited immediately of any change or expiration in its
own insurance policy. If buyer insures its own shipment and the
shipment is lost or damaged, Buyer will need to claim the insurance
with its insurance provider.
In any and all cases, Buyer will still be expected to pay for the
shipment on the appropriate due date.
Proprietary Rights
A1 Productions Unlimited shall have no liability of any kind with
respect to any actual or alleged infringement of any United States or
foreign patent, trademark, copyright, deskwork right, trade secret or
other intellectual property or proprietary right. Buyer agrees to look
solely to the manufacturer or licensor of the products with respect to
any claim of infringement. Furthermore Buyer agrees to protect,
defend, indemnify, and hold harmless A1 Productions Unlimited from
all sums, costs, expenses, and attorney’s fees, which A1 Productions
Unlimited may incur or be obligated to pay as a result of any and all
claims, demands, causes or action, or judgments arising out of or
relating to any use, modification, or enhancement of the goods
purchased by the Buyer unless such use, modification, or
enhancement is approved in writing by the manufacturer or licenser of
the goods.
Use of Products In Life Support Applications
Goods sold by A1 Productions Unlimited are not authorized for use
as life support equipment or for applications in which the failure or
malfunction of the goods would create a situation in which personal
injury or death is likely to occur. Any such use or sale of goods is at
the sole risk of the Buyer, and Buyer agrees to indemnify and defend
A1 Productions Unlimited against and hold A1 Productions Unlimited
harmless from all damages, costs and expenses, including attorney’s
fees and costs, relating to any claim, lawsuit or threatened lawsuit
arising out of such use or sale.
Technical Advice & Data
Any technical advice offered or given in connection with the use of
any goods is an accommodation to Buyer without charge and A1
Productions Unlimited shall have no responsibility or liability
whatsoever for the content or use of such advise. Without A1
Productions Unlimited prior written consent, Buyer shall not use,
duplicate or disclose any technical data delivered or disclosed by A1
Productions Unlimited to Buyer for any purposes other than for
installation, operation or maintenance of goods purchased by Buyer.
Software
All computer software delivered by A1 Productions Unlimited to
Buyer is licensed pursuant to separate licensing agreements or other
arrangements directly to Buyer from the owner of the software or
other third party. Buyer acknowledges receipt of a separate
agreement pursuant to which software delivered to Buyer is licensed.
Buyer acknowledges that A1 Productions Unlimited is not a party to
such license with respect to
software supplied hereunder. Buyer agrees to look only and directly
to the licensing party in connection with all maintenance, support,
infringement and warranty claims relating to software delivered by A1
Productions Unlimited.
Default
In the event of any default, the Buyer shall pay all costs incurred by
A1 Productions Unlimited in collecting any amounts due under this
agreement, including reasonable attorney’s fees and court fees and
costs. The waiver by A1 Productions Unlimited of any breach hereof
or default in any payment shall not be deemed to constitute a waiver
of any succeeding breach or default. A1 Productions Unlimited shall
have all the remedies provided under the Uniform Commercial Code,
which shall be cumulative with any other remedies which A1
Productions Unlimited may have at law, in equity, under any
agreement of any type or otherwise. The exercise or failure to
exercise any remedy shall not preclude the exercise of the remedy at
another time or of any other remedy at any time. No action
regardless of form arising out of or in any way relating to the goods
furnished or services rendered by A1 Productions Unlimited may be
brought by Buyer more than one year after the cause of action has
accrued.
Entire Agreement & Assignment
This agreement sets forth the only terms and conditions and is the
entire agreement between the parties with regard to the subject
matter hereof and supersedes any and all prior or contemporaneous
oral or written negotiations, communications and agreements with
respect thereto. No terms or conditions in any order or other writing
by Buyer, course of prior dealings between the parties or usage of
the trade shall amend, vary, supplement or explain any term used in
this agreement. Acceptance or acquiescence in a course of
performance rendered under this agreement shall not be relevant to
determine the meaning of this agreement even though the accepting
or acquiescing party had knowledge of the nature of the performance
and opportunity for objection. No subsequent modification of this
agreement shall be binding upon A1 Productions Unlimited unless
reduced to writing and signed by both A1 Productions Unlimited and
Buyer. No agent, employee, or representative of the A1 Productions
Unlimited has any authority to bind the A1 Productions Unlimited to
any affirmation, representation or warranty covering the materials
sold under this agreement. Unless an affirmation, representation or
warranty made by an agent, employee, or representative is
specifically included within this agreement, it has not formed a part of
this agreement and shall not in any way be enforceable against the
A1 Productions Unlimited. Any assignment of this agreement or any
rights hereunder, wholly or in part, by Buyer shall be void without A1
Productions Unlimited written consent.
Non-Applicability of Buyer Terms
Notwithstanding any terms or conditions on Buyer’s order, the terms
and conditions on this agreement control all dealings between Buyer
and A1 Productions Unlimited. Any conflicting statements or terms
on Buyer’s purchase orders, invoices, confirmation or other Buyer
generated documents (“Buyer Documents”) are negated by this
agreement.
A1 Productions Unlimited performance of any contract is expressly
made conditional on Buyer’s agreement to A1 Productions Unlimited
terms and conditions of sale here unless otherwise specifically
agreed to in writing by A1 Productions Unlimited. In the absence of
such agreement, commencement of performance and/or delivery
shall be for Buyer’s convenience only and shall not be deemed or
construed to be acceptance of Buyer’s terms and conditions or any
of them. If a contract is not earlier formed by mutual agreement in
writing, acceptance of any goods or services shall be deemed
acceptance of the terms and conditions stated herein.
General
This agreement and performance by the parties hereunder shall be
governed and construed in accordance with the laws of the State of
Washington. All agreements, covenants, conditions and provisions
contained herein shall apply to and bind the assignees and
successors in interest of Buyer. If any provision or part of this
agreement is held to be invalid, illegal, unconscionable or
unenforceable, the other provisions and portions hereof shall not be
affected. The captions used herein are for the convenience of the
parties only and shall not affect its construction or interpretation.