General Terms and Conditions
1. Applicability of Terms
These General Terms and Conditions (the “Terms and Conditions”) and Seller’s Purchase Policy, the most current version of which is posted on Seller’s website and may be provided upon request (as may be revised from time to time, “Purchase Policy”) are the only terms which govern Buyer’s order for the equipment and any related software (“Products”) from ProjectorPeople.com (“Seller”).
The Terms and Conditions and the Purchase Policy (collectively, the “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of a conflict between these General Terms and Conditions and any of the other documents constituting the Agreement, these General Terms and Conditions shall prevail unless expressly provided otherwise herein.
2. Acceptance of Terms
This Agreement shall not be binding upon Seller until accepted by Buyer as set forth in this section and the earlier of Seller’s confirmation in writing of Buyer’s order and Seller’s performance under the applicable Proposal. Buyer’s issuance of a valid order, payment for Products that are the subject of this Agreement, or receipt of the Products that are the subject of this Agreement, whichever occurs first, shall constitute Buyer’s acceptance of this Agreement. Any modification, addition to, or waiver of any of this Agreement shall not be effective unless in writing and signed by an authorized representative of Seller, and any different or conflicting terms appearing in Buyer’s purchase order or other documents are expressly rejected by Seller. No relaxation, forbearance or indulgence by Seller in enforcing any of the terms and conditions of this Agreement or the granting of any time to any other party shall prejudice or restrict the rights and powers of Seller hereunder, nor shall waiver of any breach hereof operate as a waiver of any subsequent or continuing breach hereof.
3. Pricing and Promotions
All Products offered on the ProjectorPeople.com website are sold at the most current prices available, and the purchase price of the Products shall be as specified on the ProjectorPeople.com website at the time of Buyer’s purchase of such Products. Due to real-time inventories and daily changes of costs and programs offered by manufacturers, prices and promotions will and do change frequently. Seller is unable to provide any price protection; therefore, Seller will not refund any price difference on Buyer’s current or previous orders, and Seller cannot honor a promotion on a purchase made before the promotion start date. Coupon codes for discounts or promotions on select Products may only be redeemed at time of purchase. Seller does not offer refunds on coupons which were not used at the time of purchase.
Seller will use its best efforts to deliver the Products in accordance with the Buyer requested delivery date, subject to receipt of all necessary information from Buyer. Shipping dates are approximate only, and Seller shall not be liable for failures of or delays in manufacture, delivery or installation resulting from any cause or causes beyond its reasonable control and without its fault or negligence. Any delay due to causes beyond Seller’s reasonable control and without Seller’s fault or negligence shall extend delivery dates to the extent caused thereby. Seller will use reasonable efforts to timely notify Buyer in the event of a delay. Buyer shall reimburse the Seller its reasonable additional expenses resulting from any Buyer-caused delay. When delivery of the Products is delayed at the request of the Buyer and the Products have already been shipped by Seller’s vendor, Seller will place the Products in storage and invoice Buyer the price of such Products, which will be promptly paid. Seller shall not be liable, and the Buyer shall have no right to cancel or rescind this Agreement, in the event of any delay due to causes beyond Seller’s reasonable control and without Seller’s fault or negligence, and Buyer shall accept such delayed performance by Seller. The Buyer’s receipt of the Products shall constitute a waiver of any claims for delay.
5. Payment Terms
Unless otherwise agreed in writing by Buyer and Seller, the total purchase price of the Products is due at time of Buyer’s purchase. A $25 returned check fee will be charged for any checks returned due to non-sufficient funds, and Seller will require future shipments be pre-paid by cashier's check. Unless otherwise specified, Products are sold F.O.B. origin-Buyer to pay all shipping charges. Seller shall not be liable for failures of or delays in manufacture or delivery resulting from any cause or causes beyond its reasonable control.
6. Buyer in Arrears or Default
In the event Buyer is in arrears with any payment due from it to Seller at any time, whether in respect of the Proposal price or any other amount due from the Buyer to the Seller under the terms of this Agreement, the amount in arrears shall bear interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, as from the date each amount falls due, pending actual payment thereof in full, without prejudice to any relief or remedy available to Seller. Upon notice to Buyer and without waiving any other rights or remedies to which it may be entitled, Seller shall have the right to suspend or terminate delivery of the Products until payment of the amount in arrears is received, decide not to fulfill additional orders from Buyer and/or seek collection of all amounts due. Seller shall have no liability to Buyer for any such suspension or termination. In the event of any action by Seller to collect any amount not paid when due, Buyer will reimburse Seller for its costs of collection (including, without limitation, any reasonable attorneys’ fees). In the event of Buyer’s default, Seller may also, without notice, peaceably enter any premises in which the Products are located and remove, hold and sell them in accordance with applicable law, to satisfy in whole or in part Buyer’s obligations.
7. Title, Risk of Loss
Title and risk of loss or damage to the Products shall pass to Buyer upon delivery, subject to the manufacturer’s software license (if applicable) and a purchase money security interest retained by Seller in the Products sold and the proceeds thereof until payment of all amounts then due to Seller. Buyer agrees to cooperate with Company in the execution and filing of financing statements under the Uniform Commercial Code or other documents as Seller reasonably requests to protect its security interest.
8. Installation and Site Preparation
Except as expressly provided otherwise in this Agreement, Seller shall not be responsible for any installation or other services relating to the Products. Buyer shall obtain at its expense and keep effective all permissions, licenses, and permits whenever required in connection with the installation and/or use of the Products and the premises where the Products shall be situated.
9a. Limited Warranty
Seller warrants that the Products will be free from defects in materials and workmanship for such period as provided in the Purchase Policy. Seller shall not be liable for nor have any warranty obligations with respect to Products that are in any way misused, altered and/or repaired by someone other than a representative of the Seller which, within the sole, reasonable judgment of the Seller, results in an adverse effect, including effects upon performance or reliability of the Products.
9b. Warranty Claims
All warranty claims shall be made in accordance with the Purchase Policy. Buyer shall reasonably and promptly cooperate with Seller’s request for information regarding the claim and with return of the defective Product if required.
9c. Warranty Limitations and Disclaimers
Except as otherwise specified in this Agreement, no warranty whatsoever is provided by the Seller hereunder as to Products manufactured by anyone other than the Seller, including but not limited to, cables, lamps, batteries, glassware, and evacuated devices (including valve, cathode ray tubes, and other special electron tubes). Seller’s sole obligation with respect to Products manufactured by someone other than Seller shall be to pass through the applicable warranties, if any, provided by the manufacturer. The warranties set forth in this Agreement are exclusive and in lieu of all other warranties, whether written or oral, implied or statutory. No implied warranty of merchantability or fitness for a particular purpose shall apply.
10. Buyer Responsibilities
Buyer shall (i) notify Seller as soon as any unusual operating peculiarity appears, and (ii) operate the Products in a safe and competent manner in strict compliance with established safety operating procedures and applicable laws and government regulations. In the event the Buyer or any user of the Products fails to comply with any of the above-stated conditions, Seller’s warranties and its obligations hereunder shall terminate without notice to Buyer.
11. Limitation of Liability and Exclusion of Damages
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INDIRECT DAMAGES, LOST BUSINESS PROFITS, OR LOSS, DAMAGE OR DESTRUCTION OF DATA, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT AND THE RELATIONSHIP AND/OR DEALINGS BETWEEN BUYER AND COMPANY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SAME. SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCT(S) GIVING RISE TO THE CLAIM. THE PRECEDING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
THE ABOVE LIMITATION SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Any and all taxes levied or based on the prices in this Agreement, or the Products being sold hereunder, exclusive of any taxes based on net income, shall be added to the purchase prices set forth in the Proposal, except to the extent the Buyer provides the Seller with a valid tax exempt certificate approved by Seller.
The Buyer understands and agrees that in order for purchases from PROJECTOR PEOPLE to qualify for an exemption from sales tax they may be required by law to pay PROJECTORPEOPLE.COM using a credit, debit or purchasing card that is issued to the exempt organization or government entity and that is payable from funds of the exempt organization or government entity and that is not a personal credit or debit card. Buyer agrees to comply with any and all such requirements and to provide documentation acceptable to PROJECTORPEOPLE.COM of Buyer’s compliance with such requirements if so requested by PROJECTORPEOPLE.COM. Buyer agrees to indemnify and hold harmless PROJECTORPEOPLE.COM for any and all claims if Buyer uses a credit or debit card that does not satisfy the applicable requirements for exemption from sales tax. All payments to be made hereunder shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If Buyer is compelled to make any such deduction, it will pay to Seller such additional amounts as are necessary to ensure receipt by Seller of the full amount which Seller would have received but for the deduction.
13. Governing Law and Jurisdiction
This Agreement shall be interpreted in accordance with and governed in all respects by the laws of the State of Florida without giving effect to its conflicts of law rules. Any dispute related to, arising out of, or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Hillsborough County, Florida and the United States District Court for the Middle District of Florida. In the event of legal proceedings arising out of or relating to this Agreement, the prevailing party, as determined by the court, shall be entitled to recover, from the non-prevailing party, reasonable costs suffered or incurred in connection with such proceedings including, but not limited to, court fees, attorneys’ fees, expenses and costs of investigation and court.
TO THE EXTENT PERMITTED BY APPLICABLE LAWS, SELLER AND BUYER EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THIS CONTRACT. SELLER AND BUYER FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY.
14. Force Majeure
Except for payment for amounts due under the Agreement, neither party will be liable to the other for delays or failures to perform occasioned by causes beyond its reasonable control and without its fault or negligence. Such acts or events shall include but not be limited to, acts of God, civil or military authority, epidemics, pandemics, civil disturbance, riot, fire, strikes, lockouts or slowdowns, factory or labor conditions, inability to obtain necessary labor, materials or manufacturing facilities, and delayed issuance of export control licenses. In the event of such delays or failures to perform, any dates or times by which either party is otherwise scheduled to perform shall be extended automatically for a period of time equal in duration to the additional time required because of the delay or failure to perform. The party claiming force majeure shall promptly inform the other party of any event of force majeure, and its expected duration and cessation. The party claiming force majeure shall use its best efforts to mitigate such effects to the extent reasonably practicable.
15. Refunds, Returns and Restocking Fees
All refunds and returns shall be subject to the Purchase Policy. Buyer shall reimburse Seller at cost for any and all restocking/cancellation fees in accordance with the Purchase Policy.
In providing the Products, Seller shall be deemed to be an independent contractor and its personnel and representatives shall not act as nor be Buyer’s agents or employees.
If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the remaining terms of this Agreement shall in no way be affected or impaired.
Buyer may not assign any of its rights or obligations under this Agreement, including by purchase, merger or operation of law, without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Any attempted assignment or transfer in violation of this provision shall be null and void.
Seller may terminate this Agreement immediately for cause in the event Buyer breaches a material term of this Agreement (it being understood that Buyer’s payment obligations shall constitute a material term) and such breach is not cured within ten (10) days after written notice thereof. Seller may also terminate this Agreement immediately for cause upon written notice in the event Buyer is declared insolvent or adjudged bankrupt by any court of competent jurisdiction or makes an assignment for the benefit of creditors, or a petition in bankruptcy or reorganization or an arrangement with creditors is filed by or against Buyer and not dismissed within thirty (30) days. Upon Seller’s termination of this Agreement for cause, without waiving or otherwise limiting any other remedies available to Seller under this Agreement, at law or in equity, Buyer shall become immediately liable for any outstanding charges for Products delivered and/or Services performed up to date of termination, any third party restocking/cancellation fees incurred, and any interest on any and all past due charges as set forth in this Agreement.
Upon any expiration or termination of the Agreement, in addition to any other provisions of this Agreement that states survival after termination or expiration of this Agreement, and notwithstanding expiration, completion or termination of this Agreement, the parties shall continue to be bound by the provisions of this Agreement that, by their nature, shall survive such completion, expiration or termination.
AV Marketplace, Inc.
6301 Benjamin Rd.
Tampa, Florida 33634