1. Extension of Credit, Terms of Sale. If a written agreement signed by Purchaser and agreed to by Klay Anderson Audio contains terms of sale, that signed writing shall govern. Otherwise, terms of sale are as stated herein. All sales shall be payable prior to pickup or shipping unless Klay Anderson Audio agrees to extend credit on open account. Open Account terms are Net 10 Days. Projects upon approval are 50% down payment, 40% upon progress invoice and inventory arrival. Balance due upon reconciliation at completion. Prices are based on cash payment on delivery. Most charge cards are welcome, but bank fees may be added to payments by credit card. All shipments are F.O.B. manufacturers dock. 2. Finance Charges. Purchaser agrees to pay a FINANCE CHARGE of one and one-half percent (1- 1/2%) per month, before and after judgment, which is a PER ANNUM rate of eighteen (18%) on past due balances of thirty (30) days or more. 3. Attorney’s Fees and Costs, Law and Jurisdiction. Purchaser also agrees to pay all collection costs, plus reasonable attorney's fees, whether or not legal action is commenced for nonpayment, and whether incurred before or after judgment. The law of the state of Utah shall apply to all sales to Purchaser, and Purchaser consents to the exclusive jurisdiction of the Third Judicial District Court in and for Salt Lake County, Utah with respect to any actions to enforce any obligations arising out of any sale of goods to Purchaser. 4. Warranties. Klay Anderson Audio warrants title to goods delivered hereunder, that the goods are free from liens and adverse claims of every kind and meet any specifications stated on Klay Anderson Audio’s invoice, bid or proposal for the goods. Used equipment is sold on an asis basis, without warranty. Otherwise, warranties are limited to those extended by manufacturers of goods delivered hereunder. Klay Anderson Audio warrants that its services will be performed in a workman-like fashion consistent with applicable industry standards. THE FOREGOING WARRANTIES ARE EXCLUSIVE, AND KLAY ANDERSON AUDIO MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS OF THE GOODS OR SERVICES FOR ANY PARTICULAR PURPOSE, EVEN IF SUCH PURPOSE IS KNOWN TO KLAY ANDERSON AUDIO. 5. Claims. If Purchaser discovers, prior to delivery, that any goods tendered for delivery fail to comply with the minimum specifications and warranties indicated in this Agreement, Purchaser may reject the same or may agree with Klay Anderson Audio to accept such goods in return for price or other adjustments. If Purchaser discovers, after delivery, that goods or services received fail to meet the specifications and warranties indicated in this Agreement, Purchaser shall notify Klay Anderson Audio in writing promptly upon discovery of the same. If Purchaser fails to notify Klay Anderson Audio of complaints or objections in writing within thirty (30) days from the time of performance or delivery, such goods and services shall, for all purposes under this Agreement, be deemed to be free from any defects, and shall operate as a waiver by Purchaser and release of Klay Anderson Audio of any liability in respect to such goods and services. If no such claim is made within said thirty (30) day period, Purchaser agrees to indemnify and hold harmless Klay Anderson Audio from and against any and all losses, liabilities, damages, fines, penalties, claims, legal fees, court costs and related expenses or other detriment of any nature whatsoever arising out of the sale or other use of the goods and services. 6. Damages and Limitation of Liability. Except as otherwise specified in this Agreement, the exclusive remedy for breach of warranty, breach of contract, negligence or strict liability is limited to either replacement or delivery of goods and provision of services as to which a claim or breach is proved, or damages limited to the value, on the date of last activity under this Agreement, of goods and services as to which a claim or breach is proved. IN NO EVENT SHALL KLAY ANDERSON AUDIO BE RESPONSIBLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES UNLESS SPECIFICALLY PROVIDED BY THIS AGREEMENT. 7. Time for Deliveries. Klay Anderson Audio is not obligated to make delivery by any specified date, but it will use its best efforts to make delivery within the time requested. 8. Taxes. Any tax imposed and payable by Klay Anderson Audio on or measured by the manufacture, transportation, or sale of the material shall be paid by Buyer to Klay Anderson Audio, in addition to the price specified. 9. Returns. Returns allowed only on prior approval and in original container. Restocking fees may be imposed. Special Order items CANNOT be returned without proof of breach of warranty.
These tools are aimed at assisting users in decision making by providing analysis based on various assumptions and a variety of factors. While an effort has been made to use accurate assumptions and factors in developing this tool, KlayLED, INC. MAKES NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, (i) THAT THE RESULTS DESCRIBED HEREIN WILL BE OBTAINED UNDER END-USE CONDITIONS, OR (ii) AS TO THE EFFECTIVENESS, SAFETY OR APPROPRIATENESS OF ANY DESIGN INCORPORATING MATERIALS, PRODUCTS, USES, RECOMMENDATIONS OR ADVICE. IN NO EVENT SHALL KLAYLED BE RESPONSIBLE FOR ANY LOSS RESULTING FROM ANY USE OF THESE TOOLS.
Each user bears full responsibility for making its own determination as to the suitability of KlayLED's materials, products, recommendations, analyses, or advice for its own particular use. Each user must identify and perform all tests and analyses necessary to assure that its products and designs incorporating material or products will be safe and suitable for use under end-use conditions. Nothing in this or any other document, nor any oral recommendation or advice, shall be deemed to alter, vary, supersede, or waive any provision of this Disclaimer, unless any such modification is specifically agreed to in writing signed by KlayLED, Inc. No statement contained herein concerning a possible or suggested use of any material, product or design is intended, or should be construed, to grant any license under any patent or other intellectual property right of KlayLED, Inc. or any of its subsidiaries or affiliates covering such use or design, or as a recommendation for the use of such material, product or design in the infringement of any patent or other intellectual property right.