Sale of Goods Agreement
Online Terms and Conditions
By committing to purchasing Goods (as defined below) through this website (the “Website”), you enter into a legally binding contract as of the date you transmit the data required by the checkout form by and between ArrayBooth LLC (the “Seller”) and you, as indicated by your name as inputed into the checkout form (the “Buyer”).
Buyer and Seller, Parties to this online transaction agree as follows:
1. Sale of Goods: Pursuant to the terms and conditions of this Agreement, the Seller agrees to transfer ownership and deliver possession to the Buyer, and the Buyer shall pay for and accept from the Seller, the “Goods” listed at such prices as agreed by the Parties in this Agreement.
1.1. Description of Goods Sold: The Buyer is purchasing the specific package Buyer selected from the dropdown menu on the Website, (the “Goods”).
1.2 Disclaimer of Warranty; Due Diligence. The Goods are being sold “as is,” and, to the extent permitted by applicable law, the Seller disclaims all warranties of quality (other than as described in this Contract), whether express or implied, including the warranties of merchantability and fitness for particular purpose. The Buyer acknowledges that it has not been induced by any statements or representations of any person with respect to the quality or condition of the Goods and that no such statements or representations have been made. The Buyer acknowledges that it has relied solely on the investigations, examinations, and inspections as the Buyer has chosen to make and that the Seller has afforded the Buyer the opportunity for full and complete investigations, examinations, and inspections.
2. Purchase Price: As consideration for the sale of the Goods, the Buyer shall pay to the Seller the purchase price as listed in the description of the Goods on this Website (the “Purchase Price”).
3. Payment Terms: Delivery will not occur until buyer has paid the Purchase Price in full or is approved through a financing plan. Payment may be made only via the options listed on this Website.
4. Seller’s Representations: The Seller hereby represents and warrants to the Buyer as follows:
4.1. The Seller has full right, power, and authority to sell the Goods.
4.2. The Goods will be sold “as is.”
5. Delivery of Goods/Shipping: The Seller shall deliver the goods per the terms listed below:
5.1. Date of Delivery: The Goods shall be delivered to the Buyer within six to eight weeks of the date of payment.
5.2. Location of Delivery: The Seller shall deliver the Goods to the location inputed by the Buyer through the checkout form on this Website.
5.3. Delivery Notice: The Seller shall provide the Buyer with the shipment tracking information once it is available so that the Buyer can track the Goods in transit. The Seller will notify the Buyer of any delays that may affect the expected delivery date.
5.4. Risk of Loss: The Seller assumes responsibility for the Goods, and all risk of damage, loss, or delay of the Goods, until the Goods are delivered to or collected by the Buyer. Once the Goods have been delivered to or collected by the Buyer, the Buyer assumes all responsibility for and risk of damage to such Goods.
5.5. Limitation of Liability. The Seller will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether the Seller has been advised of the possibility of any such damage. In no event will the Seller’s liability exceed the price the Buyer paid to the Seller for the specific Goods provided by the Seller giving rise to the claim or cause of action.
6. Refund and Cancellation Policy:
6.1. No Refunds: The Seller shall repair or replace any unit or product or part of such Goods that prove to be defective. The Buyer will be assumed to have accepted the Goods unconditionally unless a claim that a Good is defective is made within seven days from the date of delivery. Any damage to the Goods caused by the shipping process must be reported by Buyer within 72 hours of receiving the Goods. Buyers are responsible for any shipping costs for defective or damaged goods.
6.2. Warranty Policy: No refunds will be provided for the Goods delivered as described in the contract. Goods delivered are warranted to be free from defects in materials or workmanship for two months from the date of delivery. User caused error, defined as any use beyond normal event use including but not limited to bending parts, dropping parts, scraping parts, etc. is not covered by the warranty. Buyer disclaims all responsibility for components not manufactured by Seller (including but not limited to cameras and computers).
7. Force Majeure: The Seller and the Buyer shall not be considered in default hereunder or be liable for any failure to perform or delay in performing any provisions of this Agreement in the customary manner to the extent that such failure or delay is caused by any reason beyond its control, including any act of God. The Party whose performance has been interrupted by such circumstances shall use every reasonable means to resume full performance of this Agreement as promptly as possible.
8.1. Authority to Sign: Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
9.1. Modification(s): To change anything in this Contract, the Seller and Buyer must agree to the change in writing and sign a document indicating the change.
9.2. Signatures: By committing to purchase the goods through this Website, Buyer is affixing its electronic signature to this Contract. Electronic signatures count as originals for all purposes.
10. Term and Termination: If Buyer chooses to end the Agreement prior to product delivery, the Buyer is responsible for paying for all work and costs incurred up until that date.
11. Governing Law and Designation of Forum. (a) The laws of the State of California (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, validity, performance (including the details of performance), and enforcement.
(b) A party bringing a legal action or proceeding against the other party arising out of or relating to this agreement or the transactions it contemplates must bring the legal action or proceeding in any court of the State of California sitting in Los Angeles County. Each party to this agreement consents to the exclusive jurisdiction of the courts of the State of California sitting in Los Angeles County and its appellate courts, for the purpose of all legal actions and proceedings arising out of or relating to this agreement or the transactions it contemplates.
12. Technical Support: Seller will provide Buyer with a reasonable amount of email and phone support as needed to address technical issues with the Goods. Seller will not provide technical support regarding any software related to the Goods.
13. Intellectual Property:
13.1 If the Goods supplied by Seller embody, include or contain computer program(s) and/or related documentation the copyright in which is owned by a third party, all rights and liabilities associated with the use and/or reproduction thereof will be subject to the terms of the applicable end user license, to the exclusion of all liabilities and obligations on our part.
13.2 The Buyer will indemnify Seller against all liabilities for infringement of third party intellectual property rights arising from our compliance with the Buyer’s specific requirements regarding design or specification for the Goods or arising from the use of the Goods in combination with other products.
13.3 Seller shall be under no liability to the Buyer for any loss, damage or enquiry, whether direct or indirect, resulting from any intellectual property right.
13.4 All patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable, the “Intellectual Property Rights” remain the absolute property of the Seller.
14.1 If any provision of this Contract is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.
The Parties hereto agree to the foregoing as evidenced by their electronic signatures.