By purchasing from this website you (“you” or the “Purchaser”) are bound to the purchase of the item(s) stated in the invoice (the “Products”) and agree to pay in full and abide by Direct Source Distributing, LLC’s (“DSD”) terms and conditions of sale including these terms and conditions (these “Terms”).
These Terms may NOT be altered, supplemented or amended by the use of other document(s) unless otherwise agreed in a written agreement signed by both you and DSD. Any terms or conditions contained in any acknowledgment, purchase order or other communication of Purchaser, which are inconsistent with these Terms, are hereby rejected and these Terms will be deemed an offer or a counteroffer and a rejection of any other terms and conditions.
Purchaser, by accepting any Products, making any payments or ordering any Products will be deemed to have agreed to these Terms, notwithstanding any prior, concurrent, or later communication from Purchaser and whether or not DSD specifically or expressly objects to any of Purchaser’s terms or conditions. DSD’s failure to object to any document, communication or act of Purchaser will not be deemed a waiver of any of these Terms. If you do not receive an invoice or order acknowledgement in regards to your purchase, please contact your sales representative and they can assist you in assuring that you obtain a copy.
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PAYMENT TERMS
Quotes & Invoices. Payment terms are within DSD’s sole discretion and, unless otherwise agreed to by DSD, payment must be made at the time of purchase. Payment for products may be made by any agreed method. DSD may invoice parts of an order separately, including shipping. All prices quoted exclude AZ sales tax (where applicable) and shipping/handling charges.
Any and all on-site set up charges will be charged separately should the Purchaser require set up of purchased product(s). All necessary liability, event, and or other insurance (if required) is the sole responsibility of the Purchaser.
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SHIPPING CHARGE
Taxes/Title/Risk of loss. Shipping and handling are additional unless otherwise expressly indicated at the time of sale. If you believe any part of your purchase is missing, wrong or damaged, you must notify DSD within 2 days after receipt of your order. All Products shall be deemed to have been irrevocably accepted by the Purchaser in their current condition unless purchaser notifies DSD of any defect, nonconformance or other issue within two days of receipt of the Products. Except as set forth in such notice (or if Purchaser fails to provide such notice), the Purchaser will be deemed to have accepted such Products, waived any right to reject the Products and verified its conformance, good condition and repair.Delivery/shipping dates are given to be used as a guide only. DSD will not be held responsible for any loss of earnings or consequential damage as a result of delivery delay. All drawings, renderings, designs, etc. prepared by DSD remain the property of DSD and may not be reproduced in any manner without written permission from DSD. The Purchaser will indemnify, defend and hold harmless DSD completely should DSD manufacture in accordance with the specifications of the Purchaser and, therewith, infringe upon the rights on any person(s).
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WARNING STATEMENTS
In the case your product(s) include care instructions, please take time to review the instructions prior to use.
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DIGITAL PRODUCTS
The Purchaser should care for, use and store all programmable touch and non-touch digital screens and signs (the “Digital Screens”) and digital thermometers and other digital products (“Other Digital Products”) in accordance with any user manual or manufacturer guidelines, DSD’s specifications and good industry practice. DSD will not be responsible for any defect, damage, nonconformance or other issue with the Digital Screens or Other Digital Products due to the Purchaser’s failure to follow such guidelines, instructions or specifications. Purchaser shall ensure that the specifications set forth in any order submitted to DSD are accurate and complete to ensure that the Digital Screens or Other Digital Products are compatible with any proposed use. DSD will not be responsible for any software compatibility issues or any problems that arise from the integration of Digital Screens or Other Digital Products with any specific hardware, software or applications.OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS, DSD MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE DIGITAL SCREENS OR OTHER DIGITAL PRODUCTS INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO DESIGN, CONDITION, OR QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS, CAPACITY, OR DURABILITY FOR ANY PARTICULAR PURPOSE.Except for the limited warranty set forth in these Terms, DSD will not be liable for (i) the selection, quality, condition, merchantability, suitability, fitness, operation or performance of Digital Screens or Other Digital Products, or (ii) any liability, claim, loss, damage or expense of any kind or nature (including strict liability in tort) caused, directly or indirectly, by the Digital Screens or Other Digital Products or any inadequacy thereof for any purpose, or any deficiency or defect therein, or the use or maintenance thereof, or any repairs, servicing or adjustments thereto; or any delay in providing or failure to provide any part thereof, or any interruption or loss of service or use thereof, or any loss of business, or any damage whatsoever and howsoever caused.
- LIMITATION OF LIABILITY – NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, DSD SHALL NOT BE LIABLE TO PURCHASER FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL LOSSES OR DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITY, OR ANY OTHER PECUNIARY LOSS) SUFFERED BY PURCHASER RELATED TO OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PRODUCTS, AND/OR FROM ANY OTHER CAUSE WHATSOEVER, EVEN IF DSD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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SEVERABILITY CLAUSE
If any provision of these Terms or the application of any of its provisions to any party or circumstance is held invalid or unenforceable, the remainder of these Terms and the application of those provisions to the other parties or circumstances, will remain valid and in full force and effect.
RETURNS AND WARRANTIES
DSD does not offer refunds or returns on any custom or “stock-on-demand” items. Direct Source Distributing, LLC cold air inflatables (i.e. fan driven inflatables) are guaranteed for one year from time of purchase against manufacturers defects only. If you believe any part of your order is missing, wrong, or damaged, you must notify DSD within 2 business days after delivery.
- DSD offers a limited warranty of 12 months from time of delivery against manufacturer’s defects on all hardware (e.g. tent frames, flag poles, umbrella hardware, etc.) other than hardware in respect of Digital Screens and Other Digital Products.
- DSD offers a limited warranty of 6 months from time of delivery against manufacturer’s defects on all fabrics (e.g. flags, tent canopies, table cloths, umbrella canopies, etc.).
- DSD offers a limited warranty of 12 months from the time of delivery against manufacturer’s defects on all Digital Screens; provided, however, that DSD does not provide any warranty for third party hardware, software or applications used in connection with or integrated with the Digital Screens and specifically excludes warranties for (a) defects caused by unauthorized modification, repair or maintenance of the Digital Screens including the use of incompatible hardware, software or applications; and (b) defects that arise from a failure to follow manufacturer guidelines, DSD’s specifications and good industry practice with respect to the use, assembly, installation, storage or maintenance of the Digital Screens.Liability is limited to repair of the Digital Screens or the replacement of a functionally equivalent replacement product. Repair or replacement of a Digital Screen shall not extend or decrease the warranty period. DSD offers a limited warranty of 6 months from time of delivery against manufacturer’s defects on Other Digital Products. Any claims for replacement or repair of a manufacturer’s defect shall be made in writing. These shall be submitted to DSD within 6 months (fabrics), 12months (hardware), 12 months (Digital Screens) or 6 months (Other Digital Products) of delivery date.
All goods or replacement goods returned to DSD for repair or replacement under warranty or work undertaken at the purchaser’s request and at his/her cost, must be returned in a clean and dry condition and properly packaged. All returns must be accompanied by a Return Authorization
(RA) number issued by DSD and DSD reserves the right to refuse any unit not returned in a clean and dry condition, or without a Return Authorization. To obtain a RA number, please contact your sales representative.
Digital Screens must be packaged in accordance with DSD’s specifications, including packaging in high-density foam and/or cardboard separators and securely palletized in secure cardboard boxes or hard cases specifically designed for transportation, as appropriate. Unless otherwise specified by DSD, monitors should be separated from the stand, if any, for shipment. DSD has in its sole and absolute discretion as to whether any defective product will be replaced or repaired.
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RIGHTS TO PROMOTION
DSD reserves the right to use any items produced/brokered by DSD for Purchaser in displays/promotional or collateral material unless Purchaser provides written notice to DSD requesting that DSD not use such items.
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INTELLECTUAL PROPERTY
The Purchaser accepts full responsibility for claims or litigation arising from alleged infringements of trademarks, patents or copyright on any requested design or copy. Purchaser shall be responsible for obtaining any third party licenses required for the operation of the Digital Screens. DSD shall not be responsible for any failure of the Purchaser to obtain or comply with the terms of any such third party licenses.
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INTELLECTUAL PROPERTY
If Purchaser breaches these Terms, Purchaser shall be responsible for the purchase price, and any additional changes/loss of consequential earnings. The Purchaser shall indemnify, defend and hold harmless DSD, from loss, liability, costs, damages or expenses from any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all claims, judgments, damages, obligations, losses, liabilities, costs or debt, and other expenses of any nature (including reasonable attorney’s fees), resulting or arising in any way from any alleged infringements of trademarks, patents or copyright, Purchaser failing to obtain any third party licenses required for operation of the Digital Screens, Purchaser’s use of the Products, any acts or omissions by the Purchaser with respect to the Products, or the Purchaser’s breach of applicable laws or these Terms. DSD reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
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NON-CIRCUMVENTION
If DSD introduces the Purchaser to any supplier, vendor, service provider, consultant or manufacturer of DSD (each, a “Business Contact”) or if the Purchaser otherwise becomes aware of the identity of any Business Contact, the Purchaser will, for a period of three (3) years following the date of such introduction or knowledge, nonetheless deal exclusively with DSD and not circumvent DSD to order products from or otherwise do business directly with the Business Contact. For the avoidance of doubt, Purchase shall not: (a) solicit or contact, directly or indirectly, the Business Contact or any of its affiliates; (b) conduct business, directly or indirectly, with the Business Contact or any of its affiliates; or (c) circumvent DSD with respect to the goods or services sold or provided by DSD in any manner whatsoever. In the event that the Purchaser breaches its obligations set forth in this paragraph, Purchaser will pay a fee equal to fifty percent (50%) of the total amount paid by Purchaser for any products purchased from the Business Contact. The Purchaser acknowledges that the exact loss suffered by DSD under this provision would be impractical and difficult to calculate, that this amount is fair and reasonable and that this amount constitutes liquidated damages and not a penalty.
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ATTORNEY’S FEES
The prevailing party in any litigation, arbitration, bankruptcy, insolvency or other proceeding (“Proceeding”) relating to the enforcement or interpretation of this Agreement may recover from the other party all costs, expenses, and actual attorney’s fees (including expert witness and other consultants’ fees and costs) relating to or arising out of (a) the Proceeding (whether or not the Proceeding proceeds to judgment), and (b) any post-judgment or post-award proceeding including, without limitation, one to enforce or collect any judgment or award resulting from the Proceeding. All such judgments and awards will contain a specific provision for the recovery of all such subsequently incurred costs, expenses, and actual attorney’s fees.
GENERAL
These Terms and the Purchaser’s obligations shall be binding on the successors and assigns of the Purchaser and shall insure to the benefit of the successors and assigns of the Purchaser. These Terms shall be governed by and construed in accordance with the laws of the State of Arizona. The parties hereby consent to jurisdiction in the State of Arizona in connection with any action to enforce or interpret these Terms.
Additional Info
Restocking fees: Our standard restocking fee for standard items which can be resold is 20%. To be eligible for return, Products must be unused and in their original packaging. Purchaser will be responsible for all costs associated with returning Products to DSD, including without limitation all shipping and packaging costs. Custom items are not returnable and or refundable.