Legacy Electronics, Inc. Terms and Conditions
All sales by Legacy Electronics, Inc. (“Seller”) are subject to the following conditions in addition to those on the face hereof”
Terms of payment for the sale of products covered hereby (the “Products”) are indicated on the face of this invoice. Payment is to be made at the address set forth on the face of this invoice. Remittance must be for the entire amount shown on the invoice. Legacy will not credit or pay any bank charges of any kind including, but not limited to, wire transfer charges. All bank charges must be paid by the customer. A finance charge at a rate of 18% per annum will be added to all amounts not paid when due. The imposition of such finance charges shall not limit any other right or remedy to which Seller may be entitled in the event that any amount owed is not paid in full when due.
Warranty – Seller offers a variety of warranties which are tailored to suit each of the various products it produces. Please see the face of this invoice or contact your customer service representative to determine which warranty is offered for the specific product which you have purchased. The specific terms of each of Sellers warranties can be found at http://www.legacyelectronics.com/support/tech-support/warranty where you will also find the standard terms common to all of Sellers warranties.
Limitation of Liability - SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS INVESTMENT, LOSS OF GOODWILL, AND/OR INTERFERENCE WITH BUSINESS RELATIONSHIPS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER SHALL NOT BE LIABLE IN THE EVENT THAT THE PRODUCTS OR ANY DEFECT THEREIN CAUSE ANY DAMAGE TO OR FAILURE OF OTHER EQUIPMENT. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO THE EXTENT THAT IT IS ILLEGAL OR UNENFORCEABLE UNDER APPLICABLE LAW.
All Products shall be deemed acceptable to Buyer and in full compliance with the warranties made herein with respect to such Products unless, within 30 days from the date of delivery of the same to Buyer, Buyer shall notify Seller in writing to the contrary. Any Claims for shortages must be made to Seller in writing within 10 days from the date of the invoice. All claims and returns must be submitted to Seller’s facility using this invoice. All returns must be authorized in advance by Seller, and no returns may be made without Seller’s standard return authorization form.
All Products shall be shipped F.O.B. Seller’s facility and shall become the property of Buyer upon delivery to the carrier. Buyer shall assume all risk and liability for loss, damage, or destruction after the delivery to the carrier.
Title to the Products shall pass to Buyer upon delivery to the carrier. Buyer agrees, however, that Seller shall retain a purchase money security in all Products and to any proceeds thereof, until the purchase price and any other charges due to Seller shall have been paid in full. Buyer agrees to execute any financing statements or other documents as Seller may request in order to perfect Seller’s security interest. Upon any default by Buyer hereunder, Seller shall have all rights and remedies of a secured party under the South Dakota Uniform Commercial Code, which rights and remedies shall be cumulative and not exclusive.
In the event of patent or trademark infringement allegations being made against the Products, Seller’s obligation to indemnify for patent or trademark infringement is expressly limited to any indemnification which Seller’s vendor of the Products has been agreed in writing to provide (or by operation of law has been deemed to provide) to Seller.
In the event of Buyer's default in payment or the Products, Buyer shall be responsible for all reasonable costs and expenses incurred by Seller in collection of any sums owing by Buyer, and Seller shall not be obligated to make any further deliveries to Buyer. Such reasonable costs and expenses shall include, but not limited to, reasonable attorney’s fees.
Seller shall not be liable for any failure in the performance of orders or contracts or in the delivery or shipment of Products or for any damages suffered by Buyer by reason of such failure or delay, when such failure or delay is, directly or indirectly, caused by, or in any manner arises from, fires, floods, accidents, riots, acts of God, war, governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials or supplies, transportation delays, delays in deliveries by Seller’s vendors or any other cause or causes (whether or not similar in nature to any of those hereinabove specified) beyond Seller’s control.
The purchases and sale of the Products shall be governed by the laws of the State of South Dakota. Any court action or proceeding of any nature whatsoever, in law or in equity, for damages or otherwise, related thereto shall be instituted only in the courts of the State of South Dakota or any political subdivision thereof (or of the United States of America sitting in the State of South Dakota) and only such courts shall have jurisdiction of any such action or proceeding. By acceptance of the Products, Buyer irrevocably consents to the personal jurisdiction of such courts in connection with any such action or proceeding.
If the terms and conditions of this invoice differ in any way from the terms and conditions of Buyer’s purchase order or any other form of Buyer, this invoice will be constructed as the “counteroffer” and will be effective as an acceptance of Buyer’s purchase terms and conditions which conflict herewith. The terms and conditions contained herein will be the complete and exclusive statement of the terms of the agreement between the parties. Buyer’s acceptance of the Products sold hereunder will manifest Buyer’s assent to the terms and conditions hereof. No addition to or modification of any of these terms will be effective unless made in writing and signed by Seller.