Order Terms and Conditions
Screen Solutions International – Terms & Conditions
The following are the standard terms and conditions of sale (“Terms and Conditions”) in respect to all products sold by Screen Solutions International, LLC (“SSI”). By signing the accompanying Purchase Order, customer assents to these Terms and Conditions which are made a part of the Purchase Order via incorporation by reference.
1. Orders. Unless otherwise agreed to in writing, SSI will build and provide products only according to written purchase orders subject to these terms and conditions. No order shall be deemed accepted until SSI countersigns the purchase order, and SSI reserves the right to decline any order.
2. Payment. SSI accepts cash, company check, cashier’s check, bank wire and most major credit cards. Credit card orders are subject to 3% convenience/processing fee be added to the Total Amount of charge for all orders. In certain circumstances, SSI may agree to establish a credit account for certain customers upon the customer’s completion of a credit application, showing three (3) trade references and bank account information. However, until such application is approved by SSI, all orders will be deemed placed pursuant to the payment terms as otherwise set forth herein or as otherwise specified in the Purchase Order.
3. Deposits. Because products shipped by SSI are generally custom designed and built, and/or of such specific nature that they are not readily resold by SSI to other customers, all orders require a minimum 50% non-refundable deposit with placement of any order.
4. Balance Due. Balances are due 15 days following the sooner of either SSI’s issuance of an invoice, or the shipping of the goods. Delinquent amounts shall be subject to interest on the unpaid balance at the lesser of one and one half percent (1 1/2%) per month from original date due, or the highest rate permitted by law.
5. Cancellation. Because products shipped by SSI are generally custom designed and built, and/or of such specific nature that they are not readily resold by SSI to other customers, and all sales are final upon SSI’s acceptance of a purchase order. Upon the request of a customer, SSI may, in its sole discretion, agree to cancel certain orders. However, such cancellation may result in a cancellation charge. While SSI makes every reasonable effort to minimize such charges, once an order is entered, its cancellation may result in charges for material, labor, shipping or engineering time.
6. Drawings. For certain orders, before an order is accepted by SSI, SSI may require a sign-off drawing to be created, signed, dated and returned by Customer before production begins.
7. Lead-Times. All purchase orders should have estimated delivery dates. Due to the nature of SSI’s products, lead time is generally expected to be between 4 and 6 weeks, depending on the nature of the order. Such lead-times are estimates
and may change depending upon production capacity of SSI and any third party providers. Due to custom nature of the SSI’s products if an order must be rescheduled it can be pushed out up to 30 days but invoice will be issued on original
ship date.
8. Taxes. Customer shall be responsible for payment of all federal, state, county or other local taxes arising from or relating to the sale. Sales or other taxes are not included in any price of any products sold and customer must provide SSI
with a valid state resale certificate to support exemption from sales tax.
9. Delivery. Unless SSI shall have otherwise agreed in writing, any delivery shall be F.O.B. Sacramento, CA . Upon delivery to carrier at point of shipment, customer shall assume all risk of loss or damage, and possession and title to all
products shall be deemed to pass to customer. All transportation charges or costs of insurance which may be assessed in connection with all products delivered hereunder shall be in addition to the price and shall be paid by customer.
10. Acceptance of Goods. Customer is responsible for inspection of goods prior to acceptance. If customer receives goods with visible freight damage, customer is responsible for refusing delivery thereof and notifying SSI immediately so SSI
can supply a replacement. Customers acceptance of goods shall constitute a waiver of claims for damage as to SSI.
11. Warranty. THE WARRANTIES PROVIDED IN THESE TERMS AND CONDITIONS ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THESE TERMS AND CONDITIONS, ALL OF WHICH SSI EXPRESSLY DISCLAIMS, INCLUDING THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND/OR THE WARRANTY OF MERCHANTABILITY.
a. Products Manufactured by SSI. Unless otherwise stated to the customer in writing, SSI warrants that all products manufactured by SSI and delivered under these Terms and Conditions shall be free from material defects in material and
workmanship under normal use, which warranty shall survive for a period of 12 months from the date of invoice. In the event any product manufactured by SSI proves defective by reason of material or workmanship during this warranty
period and customer timely notifies SSI of such defect in writing, then (i) customer shall contact SSI to arrange at SSI’s sole election for: (i) the return the defective product to SSI; or (ii) SSI’s replacement the defective item; or (iii) customers
repair of the defective product using replacement materials supplied by SSI, or (iv) SSI’s repair of the defective product. SSI’S SOLE OBLIGATION UNDER THE WARRANTY SHALL BE WITH RESPECT TO DEFECTIVE PRODUCT ABOUT WHICH SSI ACTUALLY RECEIVES WRITTEN NOTICE OF DEFECT DURING THE WARRANTY PERIOD. Any return, repair, or replacement must be approved by SSI in advance in writing and SSI assumes no responsibility for improper or unauthorized returns.
b. Product Purchased for Resale. Customer agrees that the sole and exclusive warranty for any product purchased by SSI from another manufacturer for resale shall be limited to the warranty and warranty period, if any, extended by such
manufacturer.
c. Limitation of Warranty. No warranty herein stated shall extend to any product that has been subjected to misuse for any reason, including operation contrary to SSI’s printed instructions, neglect, accident, improper installation, application of
improper power, improper matching, or to repairs or modifications performed by anyone other than SSI’ own personnel or outside personnel whom SSI shall have authorized in writing. WARRANTIES HERE STATED MAY BE ASSERTED
ONLY BY CUSTOMER AND NOT BY CUSTOMER’S OWN CUSTOMERS OR ANY OTHER PARTY WITH WHOM SSI IS NOT IN PRIVITY OF CONTRACT. No Extension of Warranty. In the event that any product or part thereof is replaced or repaired under warranty, the warranty period of all replacement products or parts shall extend only to the date of expiration of the warranty period for the original product sold hereunder. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN THESE TERMS AND CONDITIONS SUGGESTIVE TO THE CONTRARY, THE LIABILITY OF SSI UNDER ANY LEGAL OR EQUITABLE THEORY OF INDEMNNITY OR DAMAGES RELATING TO ANY BREACH OF WARRANTY, ANY DEFECTIVE PRODUCT, OR USE OF ANY DEFECTIVE PRODUCT, SHALL BE LIMITED TO THE ACTUAL PRICE PAID BY CUSTOMER FOR SUCH PRODUCT. IN NO EVENT SHALL SSI BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR LIKE DAMAGES INCLUDING SPECIFICALLY, BUT WITHOUT LIMITATION, LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT SSI HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES OR THE LIKE.
12. Miscellaneous.
a. Force Majeure. SSI shall not be liable for any delays in performance beyond the reasonable control of SSI, including fire, flood, epidemic, unusually severe weather, strike, act of God, terror or public enemy, public disorder, act of customer,
restriction of civil or military authority in their sovereign or contractual capacities, transportation failure, or inability to obtain labor materials, or manufacturing facilities. In the event of any such delay, delivery shall be appropriately adjusted.
b. No Waiver of Terms and Conditions. The failure of SSI to insist upon customer’s strict performance of any of these Terms and Conditions or a delay by SSI in exercising any of its remedies hereunder shall not constitute a waiver of these
Terms and Conditions or a waiver of any default or any remedy.
c. Applicable Law and Jurisdiction as to Disputes. The laws of the State of California shall govern the interpretation and enforcement of these Terms and Conditions. SSI AND ALL OTHER PARTIES IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN PLACER COUNTY, CALIFORNIA, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE PRODUCT SOLD PURSUANT HERETO AND SSI AND ALL OTHER PARTIES HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL ONLY BE LITIGATED IN SUCH COURTS.
d. Severability. Any provision hereof prohibited by law, regulation or ordinance shall be ineffective to the extent of such prohibition without invalidating the remaining provisions hereof.
e. Entire Agreement; Amendment. These Terms and Conditions, coupled with the terms and conditions reflected in SSI’s Purchase Orders, Invoices, and credit agreements are incorporated herein by reference, and constitute the entire and
exclusive agreement between customer and SSI, and supersede all other agreements between the parties in connection with the sale of product provided herein, and may be modified only by a writing signed by both parties.
f. Attorneys’ Fees. If either party incurs any legal fees in an effort to enforce these Terms and Conditions or to recover damages for breach of these Terms and Conditions, it is agreed that the successful or prevailing party or parties shall be
entitled to reasonable attorneys’ fees, and other costs in addition to any other relief to which such party may be entitled.
g. Assignment . Customer shall not assign any order, or any interest therein, without the prior written consent of SSI. Any actual or attempted assignment without SSI’s prior written consent shall entitle SSI to cancel such order upon notice to
customer.
h. No Third Party Benefit. The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.