1.1 Contract Terms. These Terms and Conditions constitute an integral part of any offer made by Data Display Products® (DDP®) to sell goods to purchaser and shall govern the sale of the goods. Any additional or different terms or conditions proposed by purchaser are hereby objected to.
1.2 Acceptance. No order by purchaser, regardless of whether a deposit has been accepted, shall be binding upon DDP until the order has been accepted by DDP.
2.1 Quotations. All prices quoted by DDP are based in U.S. dollars and are effective for ninety (90) days from the date of quotation. FOB shipping point includes domestic packaging.
2.2 Transportation. Transportation shall be by common carrier at purchaser's risk and expense with the charges added to the order and paid by purchaser.
Any sales tax which may be imposed upon the sale of goods required under this transaction shall be in addition to the quoted prices and paid by purchaser. If purchaser is exempt from any taxes, purchaser shall furnish to DDP an appropriate tax exemption certificate in a form acceptable to the taxing authority.
4. TERMS OF PAYMENT
All charges are payable in U.S. dollars and charged prior to shipment.
5. EXPORT PAYMENT TERMS
Payment on export orders shall be payable in U.S. dollars. Any sales, export, use or manufacturer's tax which may be imposed upon the sale or use of goods or any property tax levied after readiness to ship or any excise tax, license or similar fee required under this transaction shall be in addition to the quoted prices and paid by purchaser.
6. DELIVERY, RISK OF LOSS, AND SHIPMENT
6.1 Delivery Date. Delivery and completion schedules are approximate only and are based on conditions at the time of acceptance of purchaser's order.
6.2 Risk of Loss. Unless otherwise agreed to in writing, delivery shall be complete upon transfer of possession to common carrier or FOB shipping point as the case may be, whereupon all risk of loss, damage or destruction to the goods shall pass to purchaser.
6.3 Shipment. In the absence of written agreement to the contrary, the means of shipment will be at the discretion of DDP. DDP reserves the right to make partial shipments and to submit invoices for partial shipments.
7. CHANGES AND CANCELLATIONS
7.1 Orders accepted by DDP are not subject to change or cancellation by purchaser except with DDP's written consent. All changes require factory approval and may be subject to a charge to cover the cost or loss incurred by DDP.
7.2 Returns. All items are non-returnable. Warranty claims require factory approval - see section 9.
8. FORCE MAJEURE
DDP will make every effort to complete shipment where indicated but shall not be liable for any loss or damage for delay in delivery or inability to install due to causes beyond its reasonable control including but not limited to fire, acts of God, acts of government or compliance with any governmental rules or regulations.
9.1 Unless otherwise agreed to in writing, DDP warrants that the goods sold hereunder shall be free from defects in material or workmanship under normal use and service for a period of three (3) years from the date of shipment.
9.2 No warranty extended by DDP shall apply to any goods which have been modified or altered by persons other than DDP's authorized personnel, to goods that are defective due to misuse, neglect, improper installation, soldering or accident. DDP's obligation under this warranty is limited to the repair or replacement at DDP's option of defective parts or goods FOB destination.
9.3 This warranty is made on condition that immediate written notice of any defect is given to DDP and DDP's inspection reveals that the purchaser's claim is valid under the terms of this warranty. No returns will be accepted by DDP unless accompanied by a Return Authorization number issued by DDP.
9.4 DDP shall have the right to change the design, dimension, weight and specifications of the goods when necessary, provided that such change does not impair the performance or function of the goods or their utility to purchaser.
DDP MAKES NO WARRANTY OTHER THAN THE ONE SET FORTH HEREIN OR THAT WHICH MAY BE PROVIDED IN A SUPPLEMENTARY OR SEPARATE WARRANTY FURNISHED BY DDP. SUCH WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING BUT NOT LIMITED TO ANY EXPRESSED OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSES AND SUCH CONSTITUTES THE ONLY WARRANTY MADE WITH RESPECT TO THE GOODS.
10. LIMITATION OF LIABILITY
In no event shall DDP be liable for any loss of use, revenue or profit or for any direct, indirect or consequential damages arising out of, connected with or resulting from the sale of goods.
11.1 Designs and Trade Secrets Disclosures by DDP. Any drawings, designs, or other technical information supplied by DDP to purchaser in connection with the sale of goods shall remain DDP's.
11.2 Modification. This agreement may not be changed, modified or amended except in writing by an officer of DDP.
11.3 Governing Law. The laws of the State of California shall govern the rights and obligations of the parties under this agreement.