Terms and Conditions of Purchase:
Developing Technologies Distributors, a California Corporation doing business as “plus24” and from heron called “plus24”,
agrees to sell to the purchaser whose name appears on purchase orders, shipping documents and invoices
the plus24 products
specified on said documents (heron referred to as “Contract”)
subject to the following terms and conditions.
Orders and Shipments
- Prices are F.O.B. plus24’s headquarters in W. Hollywood,
California. The phrase “days ARO (After receipt Of Order)” refers to the number
of days, if stated in the purchase contract, after receipt of
purchase order, approval of customer credit by the plus24 credit
department, or receipt of any specified deposit, whichever is
later. Title to and risk of loss or damage to Products in
transit shall pass to Purchaser upon shipment from plus24 or isolation of inventory in plus24's warehouse prior to shipment.
Unless otherwise agreed, plus24 shall have the right to select the
method of shipment and the carrier. The purchaser will bear the
cost of the carrier’s charges, including charges for insurance
against loss or damage to products while in transit. The cost
of special packaging, if requested or deemed necessary in plus24’s
discretion, shall be an additional charge.
- Delivery dates or any confirmation of purchase
orders shall be deemed to be estimated only. Purchaser shall not
be relieved of performance because of plus24’s failure to meet
a delivery date. plus24 shall have the right to
modify or cancel the Contract, in the event of acts beyond its
control, including, but not limited to acts of God or
government, labor disputes or inability to secure materials labor
- Unless otherwise agreed, Purchaser agrees to pay for each Product
upon shipment from plus24 by cash, check, credit card or irrevocable letter of credit,
drawn on a bank acceptable to plus24, payable upon presentation of
shipping documents. Unless otherwise noted, payment shall be in
U.S. dollars. Delay in shipment of some of the Products ordered
shall not extend Purchaser’s time to make payment of that
which already has been shipped.
- plus24’s acceptance of the order or obligation to ship Products
is subject to prior approval of plus24’s Credit Department.
If requested by plus24, Purchaser agrees to submit reasonable financial
information and execute and deliver customary financing statements.
- plus24 may, if in its opinion, the financial condition of Purchaser
so warrants, or if Purchaser fails to make payments when due,
or otherwise defaults hereunder, after terms of payment, suspend
credit and delay shipment until such terms are met, or pursue
any remedies available at law or under this Contract. In such
event, plus24 shall be entitled to reimbursement from Purchaser for
its reasonable expenses, including attorney’s fees.
- If the prices herein represent a price based on a quantity of
Products where not all Products are purchased, plus24
reserves the right to adjust prices of the Products purchased
and to bill Purchaser for any differences.
- Purchaser shall bear the cost of any sales, use, excise, or
similar tax applicable to purchase of Products under this Contract,
unless Purchaser provides plus24 with a tax exemption certificate
of license acceptable to the taxing authorities.
- plus24’s Products may consist of digital computer hardware
components (“Hardware Components”), computer software
components (“Software Components”), or a combination
of Hardware Components and Software Components.
- Purchaser will have a personal non-exclusive right to use any
Software Components subject to the restrictions and under the
conditions specified in this Contract. plus24 Software Components
are licensed for use in conjunction with particular computer hardware.
Purchaser agrees not to use the Software Components in conjunction
with other hardware than specified in this Contract. Purchaser
agrees not to copy Software Components except one copy for archival
and backup purposes or to permit others to do so, without the
express written permission of plus24. Portions of Software Components
may have been licensed by plus24 from third parties and are furnished
to Purchaser as sub-licensee. Purchaser agrees to execute promptly
any sub-license agreements that may be required by such third
parties as plus24 may direct. The terms of this software license
are subject to plus24's “Standard Software License —
Terms & Conditions”, if any shipped together with the
Software Components which is incorporated herein by reference.
- Purchaser’s right to use Software Components shall continue
for so long as Purchaser does not breach its obligations under
this Contract. If Purchaser should breach its obligations under
this Contract, its license to use the Software Components will
terminate, and it will return to plus24 any of the Software Components
in its possession and destroy any copies of the Software Components
it may have made. Upon such termination of the license, plus24 will
be under no obligation to refund any of the the purchase price
pplus24 for the Products. Purchaser understands that violation of
the terms of its license to use the Software Components may cause
plus24 irreparable harm.
- Each plus24 product is manufactured from new
parts or serviceable parts that are equivalent to new parts in
performance. All plus24 products benefit from
the same quality standards. plus24 warrants to the Purchaser that
plus24 Hardware Components will be free from defects in material
and workmanship for one (1) year from the date of shipment by
plus24, subject to the exclusions set forth below. plus24’s exclusive
obligation (and Purchaser’s only remedy) for any defect
shall be to repair or exchange at plus24’s option, without
charge, except for shipping charges, any Hardware Components returned
to plus24’s factory or service center. Within the warranty
period, Purchaser shall notify plus24 of any defect in material or
workmanship. If a Hardware Component is defective, plus24 may forward
a new part to Purchaser, send Purchaser an invoice for the part
and credit invoice upon receipt of defective Hardware Component
returned to plus24. plus24 reserves the right to inspect or
repair Products on Purchaser’s premises.
- plus24 warrants to purchaser that it will exercise all reasonable
efforts to correct defects or deficiencies in Software
Components reported to it by Purchaser within one (1) year from
the date of shipment by plus24, and will furnish Purchaser with a
replacement copy of Software Components which have been so corrected.
- plus24 specifically excludes the following from warranty coverage,
and assumes no obligation for repair or exchange with respect
thereto: (a) Products which have been modified, repaired, or altered
by non-plus24 procedures, unless authorized by plus24 in writing, (b)
Products which have been subjected to misuse, misapplication,
improper maintenance, negligence, acts beyond Purchaser’s
control (including failure of or excessive electric power or failure
of environment control equipment); (c) Products specifically sold
AS IS and with ALL FAULTS; (d) certain hardware components subject
to short useful lives including tubes, fuses, lamps and batteries;
and (e) Products which without authorization have had their serial
numbers or other identifying marks altered, defaced, or removed.
- No repair or replacement shall extend the warranty period.
- plus24 warrants non-plus24 manufactured Products which plus24 incorporates
without modification as a functional
assembly into Products to the same extents as each manufacturer
warrants such Products to plus24. Such warranties no longer apply
if Purchaser modifies such Products. Warranties for non-plus24 manufactured
Products are available on request. plus24 will assist the Purchaser
in obtaining such warranty repairs.
- THE ABOVE WARRANTIES ARE IN LIEU OF ANY OTHER WARRANTY, EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR ANY PARTICULAR PURPOSE. plus24
AUTHORIZES NO OTHER PERSON TO GRANT ANY OTHER WARRANTIES.
- If Purchaser has purchased Maintenance Options from plus24 (model
Nos. starting "M-") then this Agreement is subject to
plus24's "Comprehensive System Maintenance Agreement —
Standard Terms and Conditions" shipped together with the
Software Components or the Hardware Components which is incorporated
herein by reference.
Exclusion of Damages
- IN NO EVENT SHALL plus24 BE LIABLE FOR ANY INCIDENTAL, DIRECT,
CONSEQUENTIAL, OR SPECIAL DAMAGES, OR LOST REVENUE OR PROFIT,
IN ANY ACTION, WHETHER BASED ON TORT, CONTRACT, OR OTHERWISE IN
CONNECTION WITH THIS CONTRACT. IN NO EVENT SHALL plus24’S LIABILITY
FOR DAMAGES WITH RESPECT TO ANY OF THE EQUIPMENT FURNISHED UNDER
THIS CONTRACT EXCEED THE CHARGES PREVIOUSLY Pplus24 BY THE PURCHASER
TO plus24 FOR SUCH EQUIPMENT.
- plus24 shall provide one copy of any instruction manuals pertaining
to installation or operation of the Products. Purchaser acknowledges
that such manuals are furnished for its use in conjunction with
its use of plus24’s Products, and that they may contain confidential
and proprietary information of plus24. Purchaser agrees not to copy
such manuals nor to permit others to do so other than to facilitate
use of plus24’s Products in Purchaser’s business, and
for archival and backup purposes.
- If requested by Purchaser, plus24 may provide consultation regarding
the initial installation, adjustment, and operation of the Products,
and a training course at plus24 facilities. Unless otherwise agreed,
if plus24 provides such services or training, it shall provide them
at its then current rate, terms and conditions.
- Purchaser shall have complete responsibility for installation
and operation of the Products and for obtaining of any permits,
licenses, and/or certifications which may be required by a regulatory
agency for the installation, use or operation of the Products.
Patent & Trademark Indemnity
- Except for hardware and software components that have been
specifically identified to Purchaser as third party hardware or
software, plus24 represents and warrants that it is the owner of
the Hardware Components and Software Components and that it can
convey the lease and license herein granted. plus24 will indemnify
Purchaser against any claims of patent or copyright infringement
or trade secret violation made by any third parties based on Customer’s
use of the Products based on infringement of patents, copyrights,
or trade secrets.
- Should a Product become, or be likely to become, the subject
of a claim of infringement, Purchaser shall permit plus24, at its
option and expense, to procure for Purchaser the right to continue
using the Product, to replace or modify the Product so that it
becomes non-infringing, or to require the return of the Product
in exchange for a reasonable credit for the Product as depreciated.
- In no event shall plus24 be liable to Purchaser on any claim of
patent, copyright, trademark, or trade secret infringement based
upon (a) the combination of Products with equipment or devices
not sold by plus24; (b) Products supplied according to a design which
is required or ordered by Purchaser; or (c) patented processes
performed by Products.
- Purchaser must examine the product and accessories upon receipt of
product. If any item is damaged or missing, Purchaser must notify plus24
immediately. plus24 will not consider any claims
for damaged or missing items more than 3 days from the date of
delivery. Product that is non-operational “out of the box”
is considered to be DOA (Dead On Arrival). DOA product will be replaced or credited,
but must be returned in its original packaging with warranty,
instructions, and accessories, and must be accompanied by a copy
of original invoice.
- With pre-approval by plus24, product may be returned within 7 days of receipt by Purchaser and will be subject
to a 25% restocking fee. Absolutely no returns for credit or refund after 30
days from shipment date.
- Product returned for non-defect, non-compatible, or technical
reasons must have approval from customer service manager.
damage or loss: plus24 ships all product insured. If an order is received
damaged, incomplete or lost in shipment, a notification should
be made immediately to customer service department within 24 hours
of receipt. Claims made thereafter will not be considered.
- Special order items that are not a regular stock item will not
be accepted for return, credit or refund for any reason.
- Shipping/handling charges, labor, deposits are all non-refundable.
Cost of shipping replacement product to buyers within the 48 contiguous
states will be borne by us, additional costs for international
shipping, Alaska, and Hawaii will be borne by buyer. Cost of delivering
the defective products to our premises will be borne by the buyer.
- All refund will be processed within 30 days after receipt of
the returned good to allow for inspection and acceptance. Refunds
will be made in the same manner as the purchase price was pplus24
except cash, for which check will be issued as form of refund.
NO CASH REFUNDS.
- An RMA number must be obtained from Customer Service department
before returning any product. All returns must be in original
package, including original contents, instructions and accessories;
a copy of original invoice with a note detailing all problems;
and the RMA number must be clearly marked on the container; otherwise
shipment may be subject to refusal by us. All replacements are
subject to stock availability. If a product has been discontinued
in the market, a replacement item of equal value or a credit for
current value will be issued at seller’s discretion. plus24 shall not be liable for waiting period of a
RMA item. plus24 reserves the right to refuse acceptance of an item
that is returned incomplete.
- plus24 shall acknowledge Purchaser’s deposits. If Purchaser
defaults after payment of deposit, plus24 may, in addition to any
other remedy available retain such deposit as security for the
recovery of such damages as may be allowed by law.
Changes to Product Specifications
- plus24 reserves the right to modify or change Products in whole
or in part at any time prior to delivery to include electrical
or mechanical design refinements it deems appropriate, without
obligation to modify or change any Products previously delivered
or to supply new Products in accordance with earlier specifications.
- Purchaser shall not assign any rights, duties, or obligations
of this Purchase Contract without plus24’s prior written
- This Purchase Contract shall be governed by and construed in
accordance with the laws of the State of California as though
made and fully performed in splus24 state.
Entire Contract; Other Contracts
- This Contract contains the entire Contract between plus24 and
Purchaser. No agreement or other understanding in any way modifying
the conditions of this Contract shall be binding upon plus24 unless
made in writing and signed by plus24. plus24 shall not be bound by any
terms of conditions on Purchaser’s acknowledgement forms,
invoices, or other
communications of Purchaser unless acceptance of such terms of
conditions is expressly made by plus24 in writing in an instrument
pertaining to such acceptance only. In no event shall an acknowledgement
or receipt of any part of the order by purchaser be deemed to
be an acceptance of any such terms or conditions. The foregoing
provision cannot be waived except by express written consent.
No waiver by either party or any default on the part of the other
party shall be deemed a waiver of any subsequent default.