Stas Picture Hanging Systems - Terms and Conditions of Sale
Stas Picture Hanging Systems - Terms and Conditions of Sale
Stas Picture Hanging Systems - Terms and Conditions of Sale
1. Introduction (a) These Terms and Conditions of Sale (“Terms”) govern the sale of Products by Stas Picture Hanging Systems (“Stas”) to You. These Terms apply to sales of Stas Products made by Stas, as well as by Stas’ resellers. (b) All agreements for sales of Products by Stas shall be deemed to include these Terms. Each accepted Order is a separate, independent transaction, and You have no right of set-off against other Orders or other transactions with Stas. By clicking an “accept” or similar button next to these Terms in an online order, or otherwise submitting an online or printed Order for Products, You agree to these Terms. 2. WARNINGS YOU AGREE TO INSTALL AND USE THE PRODUCTS ONLY AS INDICATED IN STAS’ PRODUCT INSTALLATION GUIDES AND OTHER STAS MANUALS. YOU ACKNOWLEDGE THAT IMPROPER INSTALLATION, MISUSE, MISAPPLICATION OR OTHER FAILURE TO FOLLOW STAS’ INSTRUCTIONS AND WARNINGS MAY CAUSE PRODUCT MALFUNCTION, PROPERTY DAMAGE, SERIOUS BODILY INJURY AND/OR DEATH. CORRECT INSTALLATION OF PRODUCTS IS CRITICALLY IMPORTANT. YOU AGREE TO ASSESS THE STRENGTH OF THE WALLS OR CEILINGS IN THE LOCATIONS WHERE THE PRODUCTS ARE TO BE FITTED, AND THE EXPECTED LOADS, AND TAKE ACCOUNT OF AND OBSERVE ALL RELEVANT LOCAL LAWS AND REGULATIONS. IF NECESSARY, YOU WILL USE FASTENERS THAT ARE MORE SUITABLE FOR THE TASK. YOU HAVE SOLE AND FINAL RESPONSIBILITY FOR CORRECT FITTING, ASSESSMENT OF THE WALLS OR CEILINGS AND THE CHOICE OF FASTENERS. MAXIMUM WEIGHTS ARE INDICATED IN THE DOCUMENTATION AND MUST BE OBSERVED. STAS HAS NO LIABILITY FOR USE IN CONNECTION WITH A LARGER LOAD THAN THAT ADVISED, AND ALSO HAS NO LIABILITY FOR DAMAGE ARISING FROM ATTACHMENT OF PRODUCTS TO STRUCTURES OF INSUFFICIENT STRENGTH, COMBINATION WITH SYSTEMS OTHER THAN PRODUCTS OR UNAUTHORIZED COMBINATIONS OF PRODUCTS. 3. Definitions “Agreement” means these Terms along with any online or printed order and/or invoice for Products that has been agreed to by Stas and You (“Order”). "You" means the purchaser of the Products, and includes your employer if you are purchasing Products as an employee or agent of your organization. "Documentation" means assembly manuals and other documentation provided by Stas in connection with the Products. "Facility" means Your facility located at the shipping address identified on the Order. "Products" means any and all of the items purchased under an Agreement. 4. Payments (a) You shall make all payments as specified in an Order. All sales are final and all payments made hereunder are nonrefundable except as set forth in Section 6 below. Clerical errors in pricing and Product descriptions are subject to correction by Stas. Orders will not ship until payment has cleared. (b) Unless otherwise specified in the Order, You shall pay for purchased Products prior to shipment in U.S. dollars. Amounts not paid when due will accrue interest at the rate of one and one half percent (1.5%) per month, or the maximum amount allowed by law, if lower. (c) You shall be responsible for any extra charges for specially requested shipping and handling charges. (d) Stas reserves a security interest in the Products to secure payment of the purchase price and all taxes and other charges invoiced for such shipment. If requested, You will sign appropriate financing statements evidencing such security interest. (e) Offsets against payments and outstanding invoices are not permitted by reason of any alleged defect unless agreed in writing by Stas. 5. Orders; Shipping Terms; Title and Risk of Loss (a) Stas reserves the right to accept, reject or cancel Orders in its sole discretion. (b) Unless otherwise agreed in the Order, the terms in this Section shall apply. Shipping and handling charges and policies are specified on our shipping page. Special shipping requests are subject to additional charges. All prices are exclusive of insurance charges, sales, use, excise, value added, GST, withholding and other taxes, customs and import duties and taxes, and tariffs. Where Stas is required by applicable law or regulation to pay any such tax, duty or charge, such amount will be added to the purchase price or subsequently invoiced to You. Risk of loss or damage to Products will pass to You at the time of Stas’ delivery of Products to your Facility. (c) You agree to inspect all shipments upon receipt and report any damages to Stas within 7 days of receipt. You agree not to discard damaged Products and associated packaging so that Stas can provide evidence of claims to the applicable carrier. Damaged merchandise will only be exchanged for the same Product, or if the same Product is no longer available, Stas may substitute Product of similar or greater quality, at the discretion of Stas. (d) Stas does not guarantee any delivery dates. Availability of Products is subject to change at any time, without notice. Stas may substitute or change designs and materials, so long as the Products are in Stas’ judgment of substantially similar quality. (e) You agree to protect Stas from loss of Products purchased from Stas until such time as payment for Products has been completed. This protection will take the form of insurance covering all risks (such as, but not limited to, fire, theft, vandalism, accidents, and Acts of God). You agree to provide proof of coverage when requested. Stas retains title of Product until payment in full is received. 6. Return Policy; Limited Warranty and Exclusion of Warranties (a) Stas offers an unconditional 7-day return policy for Orders less than $149 (not including shipping charge). See our Return Information page for additional details. All returned Product must be in useable condition for a refund to be issued. Original (outgoing) shipping charges will be reimbursed; return shipping charges however are Your responsibility and are not reimbursed. Orders over $149 (not included shipping charge) may not be returned except for breach of warranty per these Terms, unless authorized by Stas in its sole discretion. A 25% re-stocking fee will apply to authorized returns for Orders over $149. Stas urges You to make smaller Orders if there are any doubts about the suitability of ordered Product for Your application. (b) Stas warrants, conditioned upon the Products being stored and installed according to Stas’ Documentation, and correctly maintained after installation, that the Product will be free from defects in material and workmanship for a period of five (5) years (the “Limited Warranty Period”) from the date of shipment to You; provided that the Limited Warranty Period for all electrical components (including but not limited to multirail 12V components) shall be for one (1) year. Your sole remedy for breach of the foregoing limited warranty is for Stas to repair or replace the defective Product so long as the problems are reported during the Limited Warranty Period. All Products and components returned under the foregoing limited warranty become the property of Stas. (c) This warranty shall not be enlarged and no obligation or liability shall arise out of rendering of technical advice or service in connection with the Product. This limited warranty is valid only for You and the owner (if different) of the initial structure in which the Product is installed, and may not otherwise be transferred or assigned. (d) TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW, EXCEPT FOR THE WARRANTY EXPRESSLY SET FORTH HEREIN, STAS DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Any implied warranties that cannot be disclaimed shall apply only during the Limited Warranty Period. (e) Stas has no obligation to honor any warranty until Stas has been fully paid for the Product. You agree to promptly notify Stas of any defects in the Product, including a detailed description of the failure. You will, upon Stas’ request, return the Products, transportation charges prepaid, to Stas’ designated facility in accordance with Stas’ then-current return procedures. If Stas’ inspections and tests determine that the Products are in breach of the warranty and have not been subjected to any of the conditions set forth in Section 6(g), then Stas shall attempt to repair or replace the Products or applicable components. Repairs may include the replacement of parts with functionally equivalent, reconditioned or new parts. (f) Stas assumes no responsibility for the inability of the Products to meet the requirements of any project specification or compliance with an architect’s plan. Product performance is strictly limited to those specifications currently communicated, at the time of the sale, on the individual Product level on Stas’ web site. (g) Warranty services will not cover Product issues caused in whole or in part by: (i) misuse, neglect, negligence, accident, or improper installation, storage, handling, or use of the Product by You or a third party; (ii) installations, fittings, repairs or alterations by Your or any persons not authorized by Stas; (iii) a Force Majeure Event (as defined in Section 12(f)), or (iv) combination or use of the Products with any third party items or systems which has not been previously approved in writing by Stas. (h) You agree to train your personnel in the proper installation and use of the Products. (i) Stas may use any feedback regarding any suggested improvements to the Products provided by You for any purpose, including without limitation to modify, supplement, or improve the Products, without payment or compensation to You. 7. Limitation of Liability (a) TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL STAS OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOST PROFITS, DATA OR BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING IN CONNECTION WITH AN AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE). (b) STAS’ TOTAL CUMULATIVE LIABILITY ARISING IN CONNECTION WITH AN ORDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU TO STAS UNDER SUCH ORDER. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF STAS OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. (c) IT IS YOUR RESPONSIBILITY TO ESTABLISH THE APPROPRIATE PRODUCTS AND QUANTITIES NEEDED FOR ANY PROJECT. ASSISTANCE AND ESTIMATES RELATED TO THESE MATTERS PROVIDED BY STAS DO NOT TRANSFER THIS RESPONSIBILITY TO STAS OR ANY OF ITS RESELLERS OR AGENTS. 8. Indemnity
You shall indemnify Stas for any liability that results from an error or omission by You or Your agent or employee, or Your breach of an Agreement.
9. Termination (a) If either party materially breaches an Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach, the non-breaching party will have the right to terminate such Agreement at any time. (b) Either party may terminate an Agreement, effective immediately upon written notice, if the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors that is not dismissed within sixty (60) days. In the event of any bankruptcy or insolvency proceeding commenced by or against You, Stas will be entitled to cancel any Order then outstanding. 10. Privacy
11. Intellectual Property You acknowledge that Stas and its suppliers are the sole owner of all patents, trade secrets, copyrights, trademarks and other intellectual property rights related to the Products. Neither party shall acquire any right, title, or interest in any intellectual property rights of the other party hereunder. 12. Miscellaneous (a) All provisions of these Terms that, by their nature, should survive termination will survive, including without limitation Sections 7, 8, 11 and 12. (b) If any provision of these Terms is held invalid or unenforceable, such provision will be enforced to the maximum extent permissible, and the remainder of these Terms will continue in full force and effect. The failure of either party to exercise any right granted herein or to require any performance of any term of these Terms or the waiver by either party of any breach of these Terms will not prevent a subsequent exercise or enforcement of, or be deemed a waiver of any subsequent breach of, the same or any other term of these Terms. Nothing in these Terms will constitute or create a joint venture, partnership, or any other similar arrangement between the parties. No party is authorized to act as agent for the other party hereunder except as expressly stated in these Terms. (c) The Products and any related technology may be subject to the United States Export Administration Act and the regulations thereunder (or the regulations and laws of another country). You agree not to export or re-export the Products or any related technology into any country in violation of such controls or any other laws, rules or regulations of any country, state or jurisdiction. (d) You will not assign or transfer an Agreement or any rights or obligations under an Agreement, whether voluntary, by operation of law or otherwise, without the prior written consent of Stas. Stas or any Stas successor may assign an Agreement or its right to payments under an Agreement. Any attempted assignment or transfer of an Agreement made in violation of the terms hereof will be null and void. Subject to the foregoing, an Agreement will be binding on and inure to the benefit of the parties' respective successors and permitted assigns. (e) These Terms and performance by the parties hereunder will be governed by the laws of Delaware, U.S.A., without regard to provisions on the conflicts of laws. The United Nations Convention on Contracts for the International Sales of Goods shall not apply to these Terms. Any dispute regarding an Agreement or its subject matter shall be subject to the exclusive jurisdiction of the state and federal courts in Delaware, U.S.A., and the parties hereby irrevocably agree to submit to the personal and exclusive jurisdiction and venue of such courts. (f) Stas will not be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to fire, flood, tornado, earthquake, hurricane, lightning, actual or threatened acts of war, terrorism, civil disturbance or insurrection, sabotage, labor shortages or disputes, failure or delays by Stas’ suppliers, shortage of energy, materials or equipment, or Your fault or negligence (a "Force Majeure Event"). In the event of any such delay the delivery date will be deferred for a period equal to the time lost by reason of the delay. (g) These Terms along with any Order represents the entire agreement between the parties regarding the subject matter thereof and supersede all prior discussions, communications, and agreements between the parties. The terms contained in any purchase orders, invoice acknowledgements, and similar documents will be void and of no legal effect. Stas’ failure to object to any such terms is not a waiver by Stas, and does not mean Stas accepts those terms. No amendment to an Agreement will be effective unless in writing and signed by both parties. No person or entity shall be a third party beneficiary under an Agreement.