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This
Agreement may NOT be altered, supplemented, or amended by the
use of any other document(s) unless otherwise
agreed to in a written agreement signed by both you and Ambientshop.
If you do not receive an invoice or acknowledgement in the mail,
via e-mail, or with your Product, information about your purchase
resend an e-mail to info@ambientshop.com or by contacting your
sales representative.
1. Payment Terms;
Orders; Quotes; Interest. Terms of payment are within Ambientshop`s
sole discretion, and unless otherwise agreed
to by Ambientshop, payment must be received by Ambientshop prior
to Ambientshop`s acceptance of an order. Payment for the products
will be made by credit card, wire transfer, or some other prearranged
payment method unless credit terms have been agreed to by Ambientshop.
Invoices are due and payable within the time period noted on the
reverse side of this invoice, measured from the date of the invoice.
Ambientshop may invoice parts of an order separately. Your order
is subject to cancellation by Ambientshop, at Ambientshop`s sole
discretion. Unless you and Ambientshop have agreed to a different
discount, Ambientshop`s standard pricing policy for Ambientshop-branded
produtcs, which include both hardware and services in one discounted
price, allocates the discount off list price applicable to the service
portion of the system to be equal to the overall calculated percentage
discount off list price on the entire system. Ambientshop is not
responsible for pricing, typographical, or other errors, in any offer
by Ambientshop and reserves the right to cancel any orders resulting
from such errors.
2. Shipping Charges;
Taxes; Title; Risk of Loss. Shipping and handling are additional
unless otherwise expressly indicated at the time of
sale. Title to products passes from Ambientshop to Customer on shipment
from Ambientshop`s facility. Loss or damage that occurs during shipping
by a carrier selected by Ambientshop is Ambientshop`s s responsibility.
Loss or damage that occurs during shipping by a carrier selected
by you is your responsibility. You must notify Ambientshop within
21 days of the date of your invoice or acknowledgement if you believe
any part of your purchase is missing, wrong or damaged. Unless you
provide Ambientshop with a valid and correct tax exemption certificate
applicable to your purchase of Product and the Product ship-to location,
you are responsible for sales and other taxes associated with the
order. Shipping dates are estimates only.
3. You must contact us directly before you attempt to return Product
to obtain a Return Material Authorization Number for you to include
with your return. You must return Product to us in their original
or equivalent packaging. You are responsible for risk of loss,
shipping and handling fees for returning or exchanging Product.
Additional fees may apply. If you fail to follow the return or
exchange instructions and policies provided by Ambientshop, Ambientshop
is not responsible whatsoever for Product that is lost, damaged,
modified or otherwise processed for disposal or resale. At Ambientshop`s
discretion, credit for partial returns may be less than invoice
or individual component prices due to bundled or promotional pricing.
4. Changed or
Discontinued Product. Ambientshop`s policy is one of ongoing update
and revision. Ambientshop may revise
and discontinue
Product at any time without notice to you and this may affect information
saved in your online "cart." Ambientshop will ship Product
that have the functionality and performance of the Product ordered,
but changes between what is shipped and what is described in a specification
sheet or catalog are possible. Parts used in repairing or servicing
Product may be new, equivalent-to-new, or reconditioned.
5. Service and
Support. Service offerings may vary from Product to Product. If
you purchase optional services and support from Ambientshop,
Ambientshop and/or your third-party service provider will provide
such service and support to you in the United States in accordance
with the terms and conditions located at http://www.bulbs-unlimited.com/agb_en.htm
or as mailed to you. You may contact Ambientshop.
6. Ambientshop and/or the third-party service provider may at their
discretion, revise their general and optional service and support
programs and the terms and conditions that govern them without
prior notice to you. Ambientshop has no obligation to provide service
or support until Ambientshop has received full payment for the
Product or service/support contract you purchased. Ambientshop
is not obligated to provide service or support you purchase through
a third party and not Ambientshop.
7. Limitation
of Liability. Ambientshop DOES NOT ACCEPT LIABILITY BEYOND THE
REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO
ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS,
LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE
PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED HEREIN,
AMBIENTSHOP WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT,
OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY
RELATED TO THE PURCHASE OF PRODUCT, AMBIENTSHOP IS NOT LIABLE OR
RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR
THE APPLICABLE PRODUCT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY
EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
8. Applicable
Law; Not For Resale or Export. You agree to comply with all applicable
laws and regulations of the various states and
of the United States. You agree and represent that you are buying
only for your own internal use only, and not for resale or export.
Ambientshop has separate terms and conditions governing resale of
Product by third parties and transactions outside the United States.
9. Governing
Law. THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THERE UNDER,
OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT,
TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING
STATUTORY, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND
AMBIENTSHOP arising from or relating to this agreement, its interpretation,
or the breach, termination or validity thereof, the relationships
which result from this agreement, Ambientshop`s advertising, or any
related purchase SHALL, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD
TO CONFLICTS OF LAWS RULES.
10. Headings.
The section headings used herein are for convenience of reference
only and do not form a part of these terms and conditions,
and no construction or inference shall be derived there from.
11. Binding
Arbitration. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT,
TORT, OR OTHERWISE, WHETHER PREEXISTING,
PRESENT OR
FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND
EQUITABLE CLAIMS) BETWEEN CUSTOMER AND AMBIENTSHOP, its agents, employees,
principals, successors, assigns, affiliates (collectively for purposes
of this paragraph, " Ambientshop") arising from or relating
to this Agreement, its interpretation, or the breach, termination
or validity thereof, the relationships which result from this Agreement
(including, to the full extent permitted by applicable law, relationships
with third parties who are not signatories to this Agreement), Ambientshop`s
advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY
AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION
FORUM (NAF) under its Code of Procedure then in effect
12. The arbitration
will be limited solely to the dispute or controversy between customer
and Ambientshop. NEITHER CUSTOMER NOR AMBIENTSHOP
SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER
CUSTOMERS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION
OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. This transaction involves
interstate commerce, and this provision shall be governed by the
Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the
arbitrator(s) shall be final and binding on each of the parties,
and may be entered as a judgment in any court of competent jurisdiction.
Ambientshop will be responsible for paying any arbitration filing
fees and fees required to obtain a hearing to the extent such fees
exceed the amount of the filing fee for initiating a claim in the
court of general jurisdiction in the state in which you reside. Each
party shall pay for its own costs and attorneys' fees, if any. However,
if any party prevails on a statutory claim that affords the prevailing
party attorneys' fees, or if there is a written agreement providing
for fees, the Arbitrator may award reasonable fees to the prevailing
party, under the standards for fee shifting provided by law.
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