Innerscene Ltd. (INNERSCENE) and Buyer agree to be bound by the terms and conditions in the agreement for all orders placed after June 1, 2021.
When installed in accordance with INNERSCENE’s installation instructions and accepted trade practices, the following shall apply: All material and component parts used in the manufacture of INNERSCENE products, are warranted to be free from defects of material and/or workmanship for a period of 5 years from date of sale, with the following exceptions:
INNERSCENE will not be responsible for any products subjected to inappropriate application or installed or modified in any way that is not in accordance with INNERSCENE’s instructions and generally accepted trade practices. Only products which are installed, used and maintained in accordance with applicable INNERSCENE instructions, specifications and generally accepted trade practices, are covered by the INNERSCENE Warranty. During the warranty period, with proof of purchase, INNERSCENE will repair or replace with the same or similar product, at INNERSCENE's option, without charge. Labor costs are the owner's responsibility and are excluded from this warranty. This warranty is void if the product is modified, tampered with, misapplied, poorly installed, improperly maintained, or subjected to abnormal conditions. This warranty shall not apply to damage caused by shipping, improper installation, improper lamping, improper maintenance, product modifications, normal wear, abuse, or misuse of the product.
Note: Some items may not conform to local codes. INNERSCENE hereby disclaims all liability for claims, and will refuse requests for exchanges or returns, resulting from the purchase and installation of items which do not comply with local codes. INNERSCENE also hereby disclaims liability for failure, if any, of the goods to comply with local standards and regulations.
The foregoing warranty terms are exclusive and in lieu of all other warranties. INNERSCENE makes no representations or warranties except as expressly set forth is these Terms and Conditions, and INNERSCENE expressly disclaims all other representations and warranties, express or implied, including without limitation any warranties of merchantability or fitness for a purpose. No distributor or supplier of INNERSCENE has the authority to modify or amend this limited warranty.
Except to the extent permitted by applicable law, you may not directly or indirectly, and may not attempt to, reverse engineer, disassemble, decompile, decrypt, decipher, tamper with, reconstruct, or engage in any similar activity in respect to INNERSCENE’s products or technology, nor may you permit any third party to do so. Attempts at reverse engineering for any purpose by a purchaser or transferee may result in purchaser’s liability for financial damages to INNERSCENE greatly exceeding the original purchase price. BUYER AGREES THAT ALLOWING ANY ACCESS TO OR TRANSFER OF PRODUCT TO A THIRD PARTY SHALL BE COVERED BY AN AGREEMENT PROHIBITING REVERSE ENGINEERING AND ACCEPTING LIABILITY FOR RESULTING DAMAGE THAT MAY OCCUR. At its sole discretion and at no cost to Buyer, INNERSCENE may require a representative to be present during the delivery, installation, and servicing of its products to ensure protection of its intellectual property. At no cost to Buyer and with reasonable advance notice, INNERSCENE reserves the right to audit Buyer for compliance with the terms of this agreement by inspecting purchased products for signs of reverse engineering.
The foregoing limited warranty provides the purchaser’s sole and exclusive remedy relating to INNERSCENE’s products. The total liability of INNERSCENE on any and all claims of any kind, whether in contract, warranty, tort (including negligence), strict liability or otherwise, arising out of or in connection with, or resulting from, INNERSCENE’s performance or breach of the foregoing limited warranty or from INNERSCENE’s sale, delivery, repair, or replacement of any products, or the furnishing of any services, shall in no event exceed the purchase price allocable to the specific product which gives rise to the claim, and any and all such liability shall terminate upon the expiration of the limited warranty set forth above.
IN NO EVENT SHALL INNERSCENE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER AS THE RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY.
No agent, employee or representative of INNERSCENE has any authority to bind INNERSCENE to any affirmation, representation or warranty concerning goods sold by INNERSCENE unless such affirmation, representation or warranty is specifically included in an INNERSCENE quotation or in INNERSCENE’s acknowledgment.
· Product Returns: All product returns require a Return Materials Authorization (RMA) prior to being shipped back to INNERSCENE. Contact the factory to receive an RMA number. INNERSCENE is not responsible for returns received without proper return authorization.
· Authorization: Only INNERSCENE may authorize product returns for purposes of factory rework, repair, or credit. Only standard product, in new and resalable condition, will be considered for return authorization. Any and all special, custom made and modified products are not returnable. No credit will be issued for unauthorized returns, returns of damaged product or products missing components or not received in original packaging.
· Restocking Fees: Returned goods are subject to a restocking charge. Final credit will be determined upon receipt, inspection, and acceptance of returned goods at the factory. All fees are contingent upon product being received at INNERSCENE in perfect working condition. If the product is damaged upon receipt, the Consignee will be notified in writing of the additional restocking fees.
All claims for damage or loss in transit must be made by Consignee directly to Innerscene
All claims against INNERSCENE other than valid warranty claims, including claims for shortages and errors, must be directed in writing to INNERSCENE within ten (10) days after delivery is accepted. Failure to make any such claim within ten (10) days shall constitute acceptance of the merchandise and waiver of any such shortages, errors, or other claims.
· INNERSCENE's Responsibility: INNERSCENE has the responsibility to properly mark the shipment and package it in such a way that damage does not occur through normal transportation.
· Shortages: Consignee should verify that the freight belongs to Consignee. In the event there appears to be a shortage, a recount should be made to be sure. When there are shortages, Consignee must identify exactly what is short on the delivery receipt. Contact Innerscene immediately to make a claim.
Shipping Damage Claims: Where Innerscene has arranged shipment, Buyer or consignee must note upon receipt any damage to the packaging on the bill of lading or other evidential paperwork supplied by the carrier, or presumption of damage will lie with Buyer/consignee. All packaging and fixtures should be retained at the original point of delivery and be available for inspection by the carrier.
· Visible Damage:. Consignee must note upon receipt any damage to the packaging or the activation of its sensors (Shockwatch, impact and tilt)) on the bill of lading or other evidential paperwork supplied by the carrier, or presumption of damage will lie with Consignee. All packaging and fixtures should be retained at the original point of delivery and be available for inspection by the carrier. Consignee must be as specific as possible in describing the damage and avoid general terms such as "cartons damaged." Consignee should NOT accept a shipment which evidences damage or shortage UNTIL the driver endorses a statement of the irregularity on the face of the transportation receipt. If the condition of the package is such that there is good reason to suspect damage, INNERSCENE encourages performing an on the spot inspection. If the package damage is detected after signing for the shipment, Consignee should notify the carrier immediately. Consignee must NOT open the package after the carrier has been contacted.
· Concealed Damage: When concealed damage is discovered, Consignee should report damage to both Innerscene Ltd. and the carrier immediately. Where Innerscene has arranged shipping, consignee must provide all evidence necessary to file an insurance claim. Where consignee has arranged shipping, it must follow all the carrier's instructions, including filing a claim as needed.
· Consequential Damage: INNERSCENE SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, CONTINGENT OR INCIDENTAL DAMAGES WHATSOEVER. INNERSCENE is not liable for damages of any kind resulting from any delay or failure to deliver due to strikes, lockouts, other labor difficulties, sources of supply, transportation difficulties, accidents, fires, acts of God, force majeure or any other cause of like or unlike nature beyond INNERSCENE's control.
Packaging INNERSCENE reserves the right to optimize packaging at its discretion.
Service Area Limitation The company reserves the right to refuse to make quotations, accept orders or make shipments to points of destination outside of the regular or assigned selling and service area of the distributor.
Merchandise will be shipped in accordance with INNERSCENE’s drawings. In the event of a conflict between a Buyer’s written order and an INNERSCENE drawing or specification sheet marked “approved”, the INNERSCENE drawing or specification sheet shall prevail. INNERSCENE reserves the right to change details of design, materials and finish in any way that will not alter installed appearance or reduce function and performance.
Every effort is made to avoid errors in catalogs, pricing, specification sheets and other data. INNERSCENE will not accept responsibility for additional costs incurred in connection with errors of measurements, prices, descriptions etc. Orders containing such phrases as “all material to be supplied as per project plans and specifications”, etc., are subject to separate written acceptance by INNERSCENE.
INNERSCENE reserves the right to cancel and refund pending orders prior to shipment if it suspects the purchaser provided misleading information regarding the ultimate recipient or intended use of the product. The purchaser warrants purchased products will not be shipped directly or indirectly to countries, individuals, or organizations listed on US or UK embargo list. National regulations regulations affecting INNERSCENE regarding embargoed entities shall take precedence over terms of this agreement.
Any INNERSCENE price sheets or quotations are not offers to sell, and possession of such does not entitle one to purchase. INNERSCENE shall not be bound to sell any products unless it shall (in its sole discretion) accept submitted purchase orders. Specifications are subject to change without notice. Consult INNERSCENE for verification.
The compliance of INNERSCENE product to individual project specifications and the approval for their use is not warranted by INNERSCENE.
The prices shown in INNERSCENE quotation or in any order acknowledgement are prices prevailing at the time. INNERSCENE reserves the right to change such prices at any future date. Unless otherwise specifically provided in writing, orders will be billed at prices prevailing at time of shipment. Prices issued by a written standard quotation are firm for 30 days from date of quotation. Purchase orders received and acknowledged within this 30-day period will be price protected for shipment within 90 days from the date of the order. Prices issued by a written non-standard quotation authorized by INNERSCENE’s Office may offer price protection for a different period. Releases for shipments beyond the price-protected period (standard or non-standard) will be increased in price at the rate of 1% per month.
Additions to orders already processed shall be considered separate orders and shall be priced accordingly.
All prices are subject to federal, city and state taxes, if applicable, unless an appropriate exemption certificate is on file at INNERSCENE’s Sonoma, CA office.
Unless otherwise quoted, transport will be organised by Innerscene and delivered in accordance to DDP (Incoterms). Large consignments may be delivered on pallets. If a consignee does not have facilities for offloading palletised goods they should notify Innerscene at the time of order placement / confirmation. When offloading boxed units, two people may be required to lift and transport them.
The acceptance of the Buyer’s purchase order is contingent upon written acknowledgement by INNERSCENE at its UK office in the form of a letter or printed acknowledgement. The acceptance of Buyer’s order is expressly made conditional upon Buyer’s assent to the terms and conditions stated herein and in INNERSCENE’s printed acknowledgement. INNERSCENE agrees to furnish its products only upon such terms and conditions. In the absence of any written notification to the contrary; and by virtue of the issuance of a purchase order, Buyer shall be deemed to have accepted terms and conditions as stated herein and in INNERSCENE’s acknowledgement. If there is any inconsistency between the terms and conditions stated herein and in INNERSCENE’s acknowledgement, the terms and conditions contained in the acknowledgement shall control. INNERSCENE reserves the right to change these Terms and Conditions of Sale without notice.
No order may be cancelled unless INNERSCENE is reimbursed for work already performed and for special material purchased by INNERSCENE. If an order is cancelled after shipment or if delivery is refused at destination, all warehousing, delivery, disposition and return costs will be charged to the Buyer.
Any scheduled shipping date is an approximation only and shall not represent INNERSCENE’s fixed or guaranteed shipping date.
INNERSCENE reserves the right to make delivery in installments unless expressly stated otherwise in Buyer’s order. All installment deliveries will be invoiced by INNERSCENE at time of shipment unless otherwise agreed to in writing and signed by Buyer and INNERSCENE. Delay in any installment delivery shall not relieve Buyer of its obligation to accept any remaining installment deliveries under the order.
All invoices up to the value of $50,000 will be offered credit terms of 30 days from invoice, For orders over $50,000 INNERSCENE requires a 50% non-refundable deposit of the invoice total, prior to commencement of manufacturing and shipment.The remainder will fall under the 30 day credit terms. Credit terms offered for orders with standard product only will vary with customer creditworthiness.
INNERSCENE may without notice change or withdraw extensions of credit at any time. If INNERSCENE ceases to extend credit, payment shall be, at INNERSCENE’s option, any type of cash terms or any type of secured transaction terms.
All indebtedness outstanding after due date shall be subject to a 1 1/2% monthly service charge unless this rate exceeds the highest rate permitted by applicable state law, in which event the rate shall be the highest permissible by law
Buyer shall make all payments without expense to INNERSCENE. If INNERSCENE has to return a cheque to Buyer for any reason, INNERSCENE shall make a $35.00 charge for each such check to reimburse it for legal and administrative expenses.
If any shipment made in accordance with Buyer’s instructions is refused for whatever reason, Buyer shall be responsible for payment of such merchandise, in accordance with the terms hereof, as though such merchandise had been accepted at the time of original delivery. Buyer shall also be responsible for reasonable storage, handling and delivery charges and shall pay such charges as invoices are rendered.
INNERSCENE shall be entitled to reimbursement for all costs and expenses (including reasonable attorneys’ fees) incurred by it in connection with collection of any amounts for goods sold in the event payment therefore shall not be made when due.
This Agreement shall be construed to be between merchants. Any question concerning its validity, construction or performance shall be governed by the laws of England and Wales. Each of the parties submits to the exclusive jurisdiction of the courts of England to settle any dispute which may arise out of or in connection with this Agreement and that accordingly Proceedings may be brought in such courts.
Except as expressly agreed in writing signed by INNERSCENE, the terms and conditions stated herein shall constitute the entire sales agreement between INNERSCENE and the Buyer. Any contrary or additional terms or conditions submitted by the Buyer (other than the description of the products being ordered and the requested quantities, shipping date, and shipping location contained in Buyer’s purchase order) shall be deemed to be of no force or effect and are hereby rejected.