These ArmorLogix Corp Terms of Sale (collectively, these "Terms") are legally binding on customer and ArmorLogix Corp ("ArmorLogix") and are incorporated by reference into and are a part of the invoice for certain products in which they are referenced (all such products and materials are referred to herein as the "Products"). These Terms, together with the invoice, shall constitute a valid and binding contract made and entered into by a Customer and ArmorLogix in Jacksonville, FL.
1. OFFER & ACCEPTANCE
All proposals, sales and purchases of products between the parties shall be governed exclusively by these Terms. Any additional or differing terms or conditions contained on or in Customer's proposal or acceptance of any proposal shall be automatically rejected and shall not become a part of the agreement for the purchase and sale of Products.
2. TAXES & SHIPPING
2.1. TAXES - Any and all taxes levied by any governmental authority in connection with the sale of the products shall be promptly paid by customer. Customer will reimburse ArmorLogix for any taxes paid by ArmorLogix on behalf of Customer.
2.2. DELIVERY OF PRODUCT - All stated delivery dates are approximate and are based upon prompt receipt by ArmorLogix of all necessary shipping information from Customer. Customer shall bear the risk of loss of the Products during all shipments and shall be responsible for all shipping and transportation costs and insurance related thereto.
3.1. TERMS - Payment in full is due prior to shipment by ArmorLogix. All invoiced amounts invoiced shall be deemed correct and accepted by Customer unless properly contested by Customer in writing within thirty (30) days from the date of the invoice. In the event credit is granted by ArmorLogix to Customer, past due amounts will bear interest from the due date at the lesser of one and one-half percent (1 1/2%) per month and the highest rate permitted by law.
3.2. TITLE - Title to the Products shall remain with ArmorLogix until customer has paid in full all sums due and owing to ArmorLogix. ArmorLogix may declare immediately due and payable the entire balance of Customer's purchase upon (i) Customer's refusal to accept the Products when tendered for delivery by ArmorLogix or (ii) default in payment when due as provided in subsection 3.1 herein.
3.3. ARMORLOGIX'S LIEN RIGHTS - Customer hereby grants to ArmorLogix a security interest in all Products then in the possession of ArmorLogix and all Products delivered to Customer on credit. These Terms shall constitute a security agreement under Chapter 679 Florida Statutes granting ArmorLogix, as secured party, all rights and remedies granted therein. This security interest shall remain enforceable even if credit has been extended, notes have been accepted, trade acceptances have been made or payment has been guaranteed.
4. LIMITED WARRANTY
4.1. LIMITED WARRANTY - ArmorLogix warrants solely to Customer for a period of one (1) year from the date of shipment of the Products against material defects in components manufactured other than ArmorLogix (the "Limited Warranty"). The limited warranty provided in this Subsection 5.1 is expressly conditioned and contingent upon Customer's strict compliance with each of the following:
- Correct installation of the Products; and
- The Products have not been abused, misused or modified* and were maintained in accordance with the manufacturer's instructions and operation/maintenance manuals. *Refer to paragraph 4.2(e).
To the fullest extent permitted by law, the Limited Warranty will be void and of no force or effect and ArmorLogix will have no liability, responsibilities or obligations to Customer with respect to the Products if Customer fails to comply with the contingencies set forth in this Subsection 5.1, 5.1(a) and 5.1(b). The Customer is responsible for the shipping cost to send the Product to ArmorLogix. ArmorLogix will pay for the shipping to return the Product to the Customer
4.2. - The Limited Warranty provided herein shall be voided by any of the following:
- Removing serial numbers
- Damage caused by nature such as flooding, winds, lightning and other similar events.
- Damage caused by installer or Customer mistakes or negligence (i.e. dropping or breaking the Product, improper voltage or improper installation for example overheating due to lack of ventilation).
- Out of warranty repairs are guaranteed for 30 days.
- At ArmorLogix we understand that modification to enclosures may be necessary. Quality of workmanship may affect warranty and/or product support.
4.3. OBLIGATIONS UNDER WARRANTY - All claims for non-conforming Products or a breach of the Limited Warranty shall set forth with particularity the nature of such breach and identify those Products affected thereby. Upon receipt of a valid claim as set forth in the preceding sentence, ArmorLogix shall, at its sole option and expense, either (1) repair ore replace any such defective Products; or (2) refund to Customer the purchase price paid for such defective Products. The remedy and procedures set forth in this subsection 5.3 shall constitute ArmorLogix's sole and exclusive obligations and customer's sole and exclusive remedy for any breach of the limited warranty or sale and delivery of non-conforming products.
4.4. WARRANTY DISCLAIMER - Notwithstanding any provisions of these terms to the contrary, except for the limited warranty expressly set forth in this section 5 above, ArmorLogix does not make any express or implied warranties, conditions or representations to customer or any other party with respect to the products provided hereunder or otherwise, whether oral or written, express, implied or statutory. Without limiting the foregoing, any implied warranty of merchantability the implied warranty against infringement, and the implied warranty of fitness for a particular purpose are expressly excluded and disclaimed.
5. DELIVERY SCHEDULE & EXCUSABLE DELAY
5.1. DELIVERY SCHEDULE - ArmorLogix will establish a delivery schedule ("Delivery Schedule") for delivery of each order for Products and will use commercially reasonable efforts to abide by such Delivery Schedule.
5.2. EXCUSABLE DELAY - ArmorLogix will not be responsible for delays due to a state of war, riot, civil unrest, fire, strike, actions of governmental authorities, Actions of God, or any other circumstances or conditions beyond the reasonable control of ArmorLogix. In addition, ArmorLogix shall not be responsible for delays caused by manufacturers, other outside suppliers, shortages of supplies and/or materials or labor disputes. All such delays shall be deemed excusable delays and the Delivery Schedule shall be extended by an amount of days equal to any such excusable delay.
7.1. RETURN POLICY - Products may be returned for a refund or exchange for 15 days from day of receipt as long as the product is still in "as new" condition. There is no return on Clearance items. A 15% restocking fee may apply. Shipping costs are not refundable.
"As New" means that all items must be undamaged and in their original cartons and packaging along with all accessories, documentation and parts. No wires or pigtails can be cut. The Product exterior must be intact and unmarked. The original carton must be in another "shipping" box. No postmarks or labels shall be on the original box.
A Return Merchandise Authorization (RMA) number must be obtained from ArmorLogix prior to the return of any product. An RMA number is only valid for 14 days.
To request a RMA number, please use our Contact Us form.
6.2. FREE & DISCOUNTED PRODUCT OFFERS - From time to time, ArmorLogix will offer a free or discounted Product as a special offer along with another Product. For example, ArmorLogix might offer a free fan or thermostat/fan combination with an enclosure. In a case like this, if the Product is returned (e.g., the enclosure) then the free or discounted Product must also be returned (e.g., the fan or thermostat/fan) in order to receive the full refund for the order. The free or discounted Product must also be in “As New” condition as described above. If the free or discounted Product(s) is not returned with the rest of the order then ArmorLogix will charge the Customer for the retail price of the free Product (or the difference between the discounted price vs. the retail price of the discounted Product) thereby reducing the amount that the Customer would receive in the refund. For example, if a free fan was not returned and the retail price of the fan is $129 then the refund to the Customer would be reduced by $129. Similarly, if a discounted fan was not returned which was sold at $59 that was normally $159, then the refund to the Customer would be reduced by $100.
Incidental, exemplary or consequential damages or loss of time, money, goodwill or lost profits in any way relating to these terms or resulting from the use of or inability to use the products or the performance or non-performance of any obligation under these terms, even if ArmorLogix has been notified of the possibility or likelihood of such damages occurring, and whether such liability is based on contract, tort, negligence, strict liability, products liability or otherwise. In no event shall ArmorLogix be liable to customer or any third party for a monetary amount greater than the total amounts paid or due pursuant to these terms for the order giving rise to such liability. Each of the foregoing limitations shall apply even if any remedy fails of its essential purpose.
7. ATTORNEY'S FEES
In the event of any legal proceeding, arbitration and/or other proceedings arising out of or relating to Customer's breach of these Terms or the purchase and sale of Products from ArmorLogix, ArmorLogix shall be entitled to recover its reasonable attorney's fees, costs and expenses from Customer.
8. CHOICE OF LAW & VENUE
These Terms and all purchases and sales of Products therunder shall be governed by the laws of the State of Florida, and any action arising out of, or brought in connection with this contract, shall be instituted exclusively in a court of appropriate and competent jurisdiction located within Jacksonville, Duval County, Florida to the exclusion of any other court in any other jurisdiction, which court is stipulated hereby to be the proper venue and each party consents to the personal jurisdiction of such courts.
9. BINDING EFFECT & WAIVER
These Terms shall be binding upon the parties hereto and their affiliates, successors and assigns. The waiver or any breach of these Terms or the failure of a party to exercise any right under these Terms shall in no event constitute a waiver as to any other breach, whether similar or dissimilar in nature, or prevent the exercise of any right under these Terms.
Customer may not assign any right or delegate any duty under these Terms without the prior written consent of ArmorLogix.