GENERAL PURCHASE TERMS & CONDITIONS
GOODS AND SERVICES SOLD BY LUV SYSTEMS, INC. ARE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW UNLESS ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS HAVE BEEN AGREED TO IN WRITING BY A LUV SYSTEMS, INC CORPORATE OFFICER. BUYERS ACCEPTANCE OF SHIPMENT OR PERFORMANCE AND/OR PAYMENT FOR THE GOODS OR SERVICES CONSTITUTES ACCEPTANCE OF LUV SYSTEMS, INC AND LUVSYSTEMS.COM TERMS AND CONDITIONS.
GENERAL. All orders are subject to acceptance by LUV SYSTEMS, INC. Any representation, affirmation, course of dealing, promise or condition in connection therewith on usage of trade not incorporated herein, shall not be binding on either party. If any provision hereof shall be unenforceable, invalid or void for any reason, such a provision shall be automatically void and shall not be part of this agreement and the enforceability or validity of the remaining provisions shall not be affected thereby.
ACCEPTANCE OF ORDER – TERMINATION. Acceptance of any order is subject to credit approval and verification by Seller. If the Buyer's credit becomes unsatisfactory to the Seller, the Seller reserves the right to terminate the order upon notice to the Buyer and without liability to the Seller.
PRICES AND SHIPMENTS. Prices shall be those in effect at the time of shipment. Quoted shipping methods and costs are subject to change based on freight availability.
PAYMENT TERMS. Standard payment terms are pre-payment. The Seller accepts money orders, PayPal, check by mail (orders held until check clears), and wire transfers. All payments are to be made in U.S. dollars.
SAFETY. the halō is designed to be safe when installed and operated according to LUV SYSTEMS, INC. instructions. The Customer agrees to assume all responsibility to ensure the halō is installed, maintained and operated in a safe and secure manner in accordance with LUV SYSTEMS, INC.’s written instructions provided online and with the halō. Since the use of the halō is outside of LUV SYSTEMS, INC. control, LUV Systems, Inc. does not assume any liability for damages which may occur to personnel or property due to improper use or failure to follow the written instructions provided maintenance and operating instructions.
INSTALLATION. The Customer is responsible for proper installation of the halō by an experienced electrician in accordance with LUV SYSTEMS, INC.’s written instructions and for all permits and associated costs for all applicable local, state, and federal installation requirements.
TITLE. LUV SYSTEMS, INC. retains all rights of ownership and title to the equipment proposed herein until all payments and (if applicable) taxes are paid in full and received by LUV SYSTEMS, INC. free and clear.
RETURNS. Goods shall not be returned by the Buyer without LUV SYSTEMS, INC.’s prior written authorization. No returns shall be accepted more than 30 days after delivery and installation per our returns policy. No credit will be issued for shipping charges or other special expenses.
DELIVERY. Unless otherwise agreed, all sales of goods are made f.o.b. point of shipment and, in all cases, the title shall pass upon delivery to the carrier at the point of shipment and thereafter all risk of loss or damage shall be upon the Buyer. Delivery dates given in advance of actual shipment of goods or performance of services are estimates and shall not be deemed to represent fixed or guaranteed delivery dates.
REFUSAL OF SHIPMENT. In case of refusal or inability of the Customer to accept any shipment in accordance with the terms of the order, the Customer shall be held liable for freight, express, storage, extra cost of handing, and all other incidental expenses.
FORCE MAJEURE. LUV SYSTEMS, INC. shall not be held liable for failure to deliver or for delay in delivery or performance due to: (i) a cause beyond its reasonable control; (ii) an act of God, act or omission of Buyer, act of civil or military authority, governmental priority or other allocation or control, fire, strike or other labor difficulty, riot or other civil disturbance, insolvency or other inability to perform by the manufacturer, delay in transportation, or, (iii) any other commercial impracticability. If such a delay occurs, delivery or performance shall be extended for a period equal to the time lost by reason of delay.
WARRANTIES. In accordance with its Warranty Policy, LUV SYSTEMS, INC.’S PRODUCTS are warrantied for 1 year against manufacturing defects. In the event of such a defect, LUV SYSTEMS, INC. shall either repair or replace any part deemed faulty, replace the product or refund the purchase price of the product. The buyer will acknowledge waiving any claim against LUV SYSTEMS, INC. or its manufacturing partners regarding damages that are consequential to person or property, including compensation for loss of use, time, income and/or wages, profit or any other accompanying or resulting damages. LUV SYSTEMS, INC. MAKES NO OTHER WARRANTY AND ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS ARE HEREBY EXCLUDED. Buyer is responsible for installation and use in accordance with LUV SYSTEMS, INC. instructions.
DISCLAIMERS. LUV SYSTEMS, INC. does not warrant or guarantee any specific result or benefit from the use of the Products or Services or any feature of them. You acknowledge that any promotions, suggestions, or information regarding our Products or Services or the features thereof are not a guarantee of any kind and you agree not to seek monetary or other remedies from LUV Systems, Inc. outside of our Return or Warranty Policies. We do not guarantee, represent or warrant that your use of our Products or Service will be uninterrupted, timely, secure or error-free. You expressly agree that your use of, or inability to use, our Products or Services is at your sole risk and that all Products and Services delivered to you are provided 'as is' and 'as available' for your use, without any representation, warranties or conditions except for the Limited Warranty for Product manufacturing defects, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
LIMITATION OF LIABILITY. IT IS UNDERSTOOD AND AGREED THAT THE SELLER'S LIABILITY, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE SHALL NOT EXCEED AND THE BUYER'S REMEDY IS LIMITED TO EITHER, AT THE SELLER'S OPTION: (i) REPLACEMENT OF THE DEFECTIVE PRODUCTS, (ii) CORRECTION OF THE DEFECTIVE SERVICE, (iii) REPAIR OF THE DEFECTIVE PRODUCTS, (iv) RETURN OF THE DEFECTIVE PRODUCT BY THE BUYER AND REFUND OF THE PURCHASE PRICE, OR (v) REFUND OF THE SERVICE PRICE. UNDER NO CIRCUMSTANCES SHALL THE SELLER BE LIABLE TO THE BUYER OR ANY THIRD PARTY FOR LOSS OF PROFITS, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR AN AMOUNT GREATER THAN THE PURCHASE PRICE FOR THE PRODUCTS OR SERVICES PURCHASED BY THE BUYER. THE PRICE STATED FOR THE PRODUCTS OR SERVICES IS A CONSIDERATION IN LIMITING THE SELLER'S LIABILITY. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS OF THIS AGREEMENT MAY BE BROUGHT BY THE BUYER MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
INDEMNITY. Customer agrees to indemnify and hold LUV SYSTEMS, INC. and its officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors harmless for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of our product or associated services including, but not limited to, any errors or omissions or any loss or damage of any kind incurred as a result of the use of the product or service. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
MODIFICATION OF TERMS AND CONDITIONS. No terms and conditions other than those stated herein and no agreement or understanding, in any way purporting to modify these terms or conditions, shall be binding on the Seller without the Seller's written consent.
SEVERABILITY. In the event that any provision herein is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed and such determination shall not affect the validity and enforceability of any other remaining provisions.
TERMINATION. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
WAIVER, CHOICE OF LAW AND DISPUTE RESOLUTION. The failure of either party to assert a right here-under or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of California, United States of America, excluding conflict of law rules. Any claim against LUV Systems, Inc. arising out of or relating to transactions hereunder shall be settled by binding arbitration in Los Angeles County, California under California law administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitrators will have the powers a state court judge would have had if the matter had been filed in such court including, equitable powers, except for the power to award punitive damages, which they shall not have. LUV SYSTEMS, Inc. may, at its option, bring any claim against the Buyer of the purchase price of goods or services sold before any court of competent subject jurisdiction in Los Angeles County, California and Buyer agrees to waive any challenge to personal jurisdiction. Trial by jury is hereby waived. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
TRADEMARK NOTICE. “LUV”TM, “LUV SYSTEMS” “THE HALŌ”TM and related logos, all product related marks, logos and products names are the property of LUV SYSTEMS, INC. and may not be used without express written permission.
PATENT PROTECTION NOTICE. All products, services, research, and technologies presented are protected by all applicable United States patents or patents pending and other intellectual property rights and all applicable intellectual property rights thereunder are reserved.
ENTIRE AGREEMENT. This Agreement and the accompanying Limited Warranty constitutes the entire agreement and understanding between LUV SYSTEMS, INC. and the Customer and govern your purchase and use of our products and service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.