VIEW FACTOR STUDIOS LLC. TERMS AND CONDITIONS

1. These terms govern the sale of goods between View Factor Studios LLC. (“VFS”) and the Buyer (“Buyer”).

2. PRICES – All published prices are subject to change without notice. Written quotations shall expire thirty (30) calendar days from the date of quotation unless withdrawn in writing sooner. Unless otherwise specifically stated, prices are in U.S. Dollars.

3. TERMS OF PAYMENT

3a. Deposits – Buyer must make a deposit equal to the amount specified by VFS at the time of the order, normally 10% of the total order value (excluding any sales tax, freight, duties, import tax and delivery charges).

3b. Method of Payment – Credit card payment via VISA, MASTERCARD, AMERICAN EXPRESS or DISCOVER is provided as a convenience with valid credit card authorizations. Please contact the VFS when transferring bank to bank payments or email VFS for more information. All orders are payable in U.S. dollars (USD).

3c. Standard Payment Terms – All orders must be paid in full prior to shipment via wire transfer, cash equivalent (such as money order, cashier’s check, or personal check drawn from a United States bank), or credit card.

3d. Deposit payments in the amount of 7500.00 USD or greater will only be accepted via wire transfer or cash equivalent (such as money order, cashier’s check, or personal check drawn from a United States bank).

3e. Balance Payments – Buyer must pay the full remaining balance of the invoice before order will be processed for shipment. Balance payments in the amount of 7500.00 USD or greater will only be accepted via wire transfer or cash equivalent (such as money order, cashier’s check, or personal check drawn from a United States bank). Balance payments in the amount of 7499.99 USD or less may be remitted via credit card payments, wire transfer or cash equivalent as outlined above.

4. DELIVERY AND ACCEPTANCE – All product shipments shall be made from VFS, Newberry Springs, California, at which time title and risk of loss shall pass to the Buyer. Buyer shall be the importer of record for all purchased products. Licensing requirements for importation to non-U.S. countries is the sole obligation of the Buyer. In the absence of specific shipping instructions from the Buyer, VFS will ship by the method it deems, in its soles discretion, most valuable. Transport charges will be collected prior to shipment. Unless otherwise specified, products will be shipped in standard commercial packaging. When special packaging or export instructions are requested by the Buyer, any additional costs will be the responsibility of the Buyer. VFS will not be liable for any loss, damages or penalty resulting from delay in delivery.
Acceptance of the product by the Buyer shall occur no later than fifteen (15) days after shipment. Product not rejected during this fifteen- day period shall be deemed accepted, and all returns shall be handled in accordance with Section 6 (Returns). Product cannot be rejected by Buyer based on criteria that were unknown to VFS or based on test procedures that VFS does not conduct.

5. RESTRICTIONS ON USE – Buyer will not cause or permit the modification or reverse engineering of file formats, tools, of VFS products without express written consent from VFS. Buyer will not cause or permit any reverse engineering of VFS products.

6. Standard Warranty – A Standard Warranty is granted to the original purchaser for a period of one (1) year, parts and labor, for products and accessories Batteries. The Standard Warranty covers parts and labor charges for products that have been returned pre-paid shipment to an VFS. All warranty returns shall be done in accordance with VFS’s warranty return merchandise authorization. All product finishes are subject to a slight variance in color and sheen due to the process we use for finishing.
VFS’s warranty does not include products that have defects or failures resulting from; (a) alterations, modifications or repairs by Buyer or unauthorized third parties or (b) accident, disaster, neglect, abuse, misuse, improper handling or storage by the Buyer. This includes, but is not limited to: water damage, mold, improper storage, droppage, modification to the product, opening the product, use of non-VFS cables, or third party accessories etc. Any use of software and products not approved by VFS voids any and all warranties. ALL WARRANTIES IMPLIED BY LAW, INCLUDING MERCHANTABILITY, SHALL BE AS SET FORTH IN THIS WARRANTY SECTION. NO OTHER EXPRESS WARRANTY OR GUARANTY EXCEPT AS STATED ABOVE, GIVEN BY ANY PERSON, FIRM, OR CORPORATION WITH RESPECT TO VFS PRODUCT SHALL BE BINDING TO VFS. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO BUYER. NEITHER VFS NOR ANY OTHER PERSON, FIRM, OR CORPORATION IS OR SHALL BE RESPONSIBLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES CAUSED BY VFS PRODUCT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO BUYER.

7. RETURNS – Buyers must obtain a Return Authorization (“RA”) prior to the return of any product. Product may only be returned for refund within ten (10) days of original delivery by VFS at shipping address specified by Buyer. Accessories may be returned for refund within ten (10) days of original delivery by VFS at shipping address specified by Buyer.

7a. Factory Seal – If the factory seal on the product has been broken, returned product for refund is subject to a 25% restocking fee and must be approved by VFS as set forth herein. All equipment must be shipped in as new condition and in the original shipping materials. Refunds are subject to an evaluation of the merchandise upon receipt at VFS as defined below, in addition to other test to ascertain condition of returned goods. A refund less the restocking fee will be provided within thirty (30) days of completion of evaluation of goods at VFS.

7b. Shipping – Buyer is responsible for shipping costs to return product to VFS. For Buyer’s protection, VFS recommends that the Buyer uses a traceable and insurable form of mail for shipment.

7c. Buyer has ten (10) days from the date the RA is issued to deliver the product to VFS. All product received ten (10) days after the RA was issued will not be considered eligible as a return for credit. VFS will return product to Buyer and Buyer will assume all shipping costs.

8a. No Fault Found Inspection Fee – Any product sent to VFS for inspection or evaluation where VFS finds no defects or problems with VFS product will be subject to a No Fault Found Inspection Fee of 0.

9. LIMITATION OF LIABILITY – IN NO EVENT SHALL VFS BE LIABLE TO BUYER FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS (HOWEVER CAUSED AND UNDER ANY THERORY OF LIABILITY), EVEN IF VFS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL VFS’S LIABILITY FOR A PRODUCT (WHETHER ASSERTED AS A TORT CLAIM, ACONTRACT CLAIM OR OTHERWISE) EXCEED THE AMOUNTS PAID TO RED FOR SUCH PRODUCT. IN ADDITION, IN NO EVENT SHALL VFS’S LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS ORDER EXCEED ,000 (TWENTY-FIVE THOUSAND U.S. DOLLARS). IN NO EVENT WILL VFS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY BUYER. IN NO EVENT SHALL VFS BE LIABLE FOR DAMAGES ARISING OUT OF ANY LATE DELIVERY. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY TO ALL LIABILITIES THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHERE THE DAMAGES ARISE OUR OF OR RELATED TO THIS AGREEMENT.

10. INDEMNIFICATION – Buyer shall indemnify, defend, and hold VFS and VFS’s officers, agents and other representatives harmless from all demands, claims, actions, causes of actions, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses incurred (including fees and disbursements of legal counsel) of every kind (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused by defective product or by the negligent or willful acts or omissions by the Buyer, (ii) based on any breach of this agreement, (iii) that the product does not comply with any law, including but not limited to the Federal Communication Commission or the official CE marking or equivalent in certain non-U.S. countries and any similar legislation or requirement, and/or (iv) arising from or relating to any actual or alleged infringement or misappropriation of any patent, trademark, copyright, trade secret or any actual or alleged violation of any other intellectual property rights arising from or in connection with the products.

11. PROPRIETARY INFORMATION – VFS retains for itself all proprietary rights, including without limitation all patent, trademark, trade secret, copyright and other intellectual property rights in and to all VFS designs, manufacturing processes, engineering details, and other data pertaining to any product sold except where the rights have been assigned pursuant to a written agreement with a corporate officer of VFS. The products are offered for sale and sold by VFS on the condition that such sale does not convey any right, express or implied, stated or otherwise, under any intellectual property or manufacturing process. VFS expressly reserves all intellectual property rights in the product.

12. NON-WAIVER – Failure of VFS to insist upon strict performance of any terms and conditions herein shall not be deemed a waiver of any subsequent default of terms and conditions thereof.

13. LAW GOVERNING AND EXCLUSIVE JURISDICTION – All Contracts are to be interpreted in accordance with the laws of the state of California, United States of America. Exclusive jurisdiction for any dispute arising from the terms and conditions of this Agreement shall be San Bernardino, California.

14. SEVERABILITY – If any of the terms and conditions of this Agreement are held to be invalid under any applicable statute or rule of law, they are, to that extent, deemed omitted.

15. COMPLETE AGREEMENT – The terms and conditions set forth herein comprise the entire agreement between VFS and the Buyer.

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