Advanced Broadcast Solutions (ABS) General Terms and Conditions for Sale of Goods and Service(s).
These Terms and Conditions of Sale (“Terms and Conditions”) shall be applicable to the purchase order and to all subsequent purchase orders issued by you (“Customer”) to any ABS entity identified on the cover page of the Purchase Order (“Advanced Broadcast Solutions”) whether received by mail, by telephone, or by electronic means (each a “Purchase Order”). These Terms and Conditions shall apply to all transactions for equipment and materials between you and ABS until such time as ABS issues a revised edition of these Terms and Conditions or unless otherwise expressly agreed in a writing signed by both parties.
As used in these terms and conditions, the term “products” includes goods and/or services as applicable.
- OEM Merchandise
Customer acknowledges and agrees that it will review the Quotation and shall satisfy itself that the OEM merchandise listed is suitable for the purpose that the Customer intends at the time this Agreement is made and is suitable for the application(s). Issuance of any implement of purchase, including but not limited to, Purchase Order, Letter of Intent or down payment for any OEM merchandise shall be considered proof of Customer satisfaction and suitability. If (a) Customer’s requirements change from those which were understood at the time this Agreement was made or (b) Original Equipment Manufacturer’s changes in any Equipment result in unsuitability or fitness for the intended purpose at a time subsequent to the execution of this Agreement or Customer purchase, or (c) Customer selects other than ABS-recommended OEM merchandise without consultation with or against the recommendation of ABS, ABS shall not be responsible for any consequences resulting from any such change.
ABS prices are exclusive of taxes, shipping, and insurance. US domestic prices apply to products purchased in US for use in US.
Unless otherwise indicated, ABS quotations are valid for thirty (30) days from date of issuance.
- Purchase Orders
ABS acceptance of Customer’s order is expressly conditioned upon Customer’s assent to these terms and conditions to the exclusion of any additional or different terms or conditions on Customer’s order form, which assent shall be presumed conclusively from Customer’s failure to seasonably object in writing or from Customer’s acceptance of any or all of the products ordered.
- Rescheduling and Cancellation
All requests to reschedule or cancel an order are subject to acceptance by ABS. ABS reserves the right to asses a rescheduling or cancellation charge for requests received within 30 days of a scheduled shipping date.
- Shipping and Delivery Domestic US only
ABS will schedule shipments based on Customer’s request and Manufacturers estimated shipping capability. ABS may make partial shipments unless Customer’s order specifically objects. Delivery will be FOB Manufacturer’s shipping dock regardless of whether the product is delivered to an ABS warehouse and forwarded to the Customer or drop shipped direct from Manufacturer to the Customer. Customer shall be responsible for freight charges and insurance costs from manufacturer to ABS and from ABS to Customer (which shall be prepaid by ABS and billed to Customer). These charges may be shown on the invoice as a single line item identified as Shipping Charges or as separate items. ADVANCED BROADCAST SOLUTIONS TAKES NO RESPONSIBILITY FOR INSURANCE OF THE SHIPMENT WITHOUT PRIOR WRITTEN AGREEMENT. ACCORDINGLY, CUSTOMER IS ADVISED TO INSURE THE PRODUCTS FOR THEIR FULL REPLACEMENT VALUE. PRODUCTS ARE DEEMED ACCEPTED UPON SHIPMENT.
- Shipping and Delivery International
It is the Customers’ responsibility to arrange any and all international shipping, including but not limited to any taxes, levies, duties and governmental fees or other charges of any nature, present or future relating to shipment. ABS will not release product for international shipment unless and until ABS has received all payments due on product(s). ADVANCED BROADCAST SOLUTIONS TAKES NO RESPONSIBILITY FOR INSURANCE OF THE SHIPMENT. PRODUCTS ARE DEEMED ACCEPTED UPON SHIPMENT.
- Title, Risk of Loss, and Security Interest
Title to all products and risk of loss will pass to the Customer upon tender to the carrier at FOB point. ABS reserves a security interest in each product until the entire amount due has been paid.
- Return of Product
No product will be accepted for return without prior approval and issuance of a Return Merchandise Authorization, (RMA), number/code. ABS reserves the right to asses a restocking charge up to 25% to each product or refuse return of any or all products if condition or term of ownership prevents ABS from returning products to a manufacturer. ABS will issue a credit to the Customer upon receipt of similar credit from manufacturer for future purchases of products or services from ABS.
Any and all state and local sales, use, excise, privilege, and similar taxes imposed on ABS or which ABS has a duty to collect in connection with the sale, delivery, or use of any product will appear as separate items on the invoice. If sales to Customer are exempt from such taxes, Customer shall furnish ABS a certificate of exemption or resale.
- Invoices and Payment
Upon each shipment, ABS will issue an invoice to the address specified in the Customer’s order. ABS standard payment terms are prepayment or cash upon delivery unless ABS has approved in writing credit terms or any other special contract payment schedule. Unless otherwise specified all orders over $100,000.00 require a minimum 25% down payment. All payments shall be in United States dollars.
ABS may change its credit terms and/or suspend performance under any order when, in the opinion of ABS, Customer’s financial condition or record of payment so warrants. Customer agrees to pay any third party collection expenses, including attorney’s fees, incurred by ABS to collect any unpaid amounts.
- Restrictions and Conditions on Technical Property
All drawings, specifications, ideas, designs and arrangements represented by ABS are and shall remain the property of Advanced Broadcast Solutions, LLC. and no part thereof shall be copied, disclosed to others or used in connection with any work or project other than the specific project for which they have been prepared and developed without written consent of Advanced Broadcast Solutions, LLC. Visual contact with any drawings or specifications shall constitute conclusive evidence of acceptance of these restrictions. Written dimensions shall have precedence over scaled dimensions.
- Limitation of Liability
In no event shall ABS or its vendors be liable for any indirect, special, incidental, or consequential damages arising out of customers purchase or use of any product or service even if ABS or the vendor has advance notice of the possibility of such damages. To the extent allowed by applicable law, (a) in no event shall ABS or its suppliers be liable for any loss of profits, loss of use or data, interruption of business, or for indirect, special, incidental or consequential damages of any kind, (b) in no event will ABS or its suppliers be liable for any claim against Customer by any third party, (c) in no event shall ABS or its suppliers be liable for (i) any representation or warranty made to any third party by Customer; (ii) failure of the equipment to perform; or (iii) the results produced or information obtained by or through the equipment, (d) notwithstanding anything in this agreement to the contrary and except for death or personal injury caused by the negligence of ABS, ABS’ entire liability to customer for damages concerning performance or nonperformance by ABS or in any way related to the subject matter of this agreement, and regardless of whether the claim for such damages is based in contract or in tort, shall not exceed the amount received by ABS from customer hereunder.
The failure of either party to enforce any provision of these terms and conditions shall not be construed as a waiver of such provisions or the right thereafter to enforce each and every provision. No waiver by either party, express or implied, of any breach of these terms and conditions shall be construed as a waiver of any other breach of such term or condition.
Customer may not assign or otherwise transfer its rights or obligations under these terms and conditions without the prior written consent of ABS. No attempt to transfer in violation of this provision will be binding upon ABS.
- Governing Law, Jurisdiction , Venue
This Agreement shall be governed by and shall be construed and enforced in accordance with the laws of the State of Washington. In the event of a dispute, appropriate venue and jurisdiction shall be in Superior Court for King County, State of Washington.
- Attorneys’ Fees
If litigation is commenced by either party to enforce any contract including these terms and conditions, the prevailing party shall be entitled to recover its reasonable costs and attorneys fees, both at trial and on appeal.
ABS makes no warranty either express or implied for OEM equipment delivered to Customer. OEM manufacturer’s warranties apply.
- Payment Default
In the event Customer shall default in the payment of any indebtedness to ABS when and as the same shall become due and payable and if such default shall continue for a period of ten (10) days after written notice of such default shall have been given to the Customer by e-mail, registered or certified mail, then, all of the liabilities and obligations of the Customer to ABS whether then due or not, shall, at the option of ABS and without further notice to the Customer, become due and payable. Customer shall be charged cumulative interest of one percent (1.5%) per month on all amounts past due.