Zone Defense’s sale of Products are governed by these terms and conditions of sale (“Terms”) and is effective upon acceptance of a Customer’s Purchase Order (“Effective Date”). “Zone Defense”, “we” or “us” means Zone Defense LLC and/or Zone Defense Inc. “Customer” means you. If you are purchasing Products on behalf of a company or other entity, then “Customer”, “you”, or “your” means that entity, and you are binding that entity to these Terms. You represent and warrant that you have the legal power and authority to enter into these Terms and that, if Customer is an entity, these Terms and each Purchase Order is entered into by an employee or agent with all necessary authority to bind that entity to these Terms. Zone Defense and Customer are each referred to throughout the Agreement as a “Party” and collectively as the “Parties”.
1. Definitions. “Products” means the analog video cameras, digital video cameras, RADAR systems, asset trackers, mobile digital video recorders, cables, antennas, and/or video systems provided under these Terms. “Purchase Order” means Customer’s submission of a written or electronic order for Products indicating name, quantity and pricing of Products to be purchased.
2. General Ordering Terms. Customer may purchase Products under these Terms by issuing a Purchase Order to Zone Defense. Only a Purchase Order submitted by Customer shall constitute an offer to contract subject to these Terms. All Purchase Orders are subject to acceptance by Zone Defense. Acknowledgement of receipt of a Purchase Order does not constitute acceptance of a Purchase Order. No additional or alternative terms or conditions or any alteration to these Terms contained or referred to in a Purchase Order or other form submitted to Zone Defense shall be deemed to apply unless they are expressly accepted in writing by Zone Defense with respect to that Purchase Order. No Purchase Order which has been accepted by Zone Defense can be canceled or rescheduled except with written agreement by Zone Defense.
3. Delivery. Delivery times are established when Zone Defense accepts Customer’s order in writing and are an estimate only. Zone Defense will use commercially reasonable efforts to meet Customer’s requested delivery dates, unless Customer is in default under these Terms or Zone Defense’s performance is otherwise excused. Zone Defense is not liable for late or delayed delivery. Late delivery is not a basis for Customer’s cancellation of any order. Title and risk of loss or damage to the Products passes to Customer when Zone Defense delivers the Products to the shipping carrier (“Delivery”). Unless otherwise agreed, Zone Defense will deliver the Product freight prepaid, provided that Customer pays or reimburses Zone Defense for all applicable costs of carriage, freight, insurance (if applicable), taxes, duty and other related shipping charges. Zone Defense has the right to make partial deliveries. Order fulfillment is usually completed within four weeks but may take up to ten weeks.
4. Acceptance. Your acceptance of ordered Products is deemed to occur upon our Delivery of the Products to the shipping carrier. You are responsible for giving prompt written notice of identified damage or nonconformance of Products. You must inspect the condition of the packaging and the Products upon receipt and indicate any evident damage to the carrier on the delivery note, have the carrier's agent sign the document and, within one (1) day of receipt of the damaged or non-conforming Products, send all documents by e-mail or fax to our facility from which shipment took place, together with the carrier's references. Concealed Product damage claims must be made by you to the carrier directly and you must also provide us with written notice and a copy of any such claim within one (1) day of receipt of the affected Products. Likewise, you must notify us within three (3) days of receipt of incorrect Products. If you retain the Product without giving notice within the designated notice period, you will be deemed to have waived your right to reject the Product. A 20% restocking fee may apply to any item returned. A $35.00 USD charge on all Collect On Delivery (“C.O.D.”) checks.
5. Prices. The price of Products shall be the quoted price. All prices and charges are exclusive of the cost of shipping, delivery and insurance, if any, as well as applicable value added tax (“VAT”), sales, use, consumption, excise, privilege, gross sales tax (“GST”), and other taxes (other than taxes based upon Zone Defense’s net income), duties or customs fees for which the Customer shall be additionally liable for paying. In addition, prices exclude any charges that Zone Defense by law or statute may charge or collect upon in accordance with such laws or statutes. Customer will be responsible for any VAT, sales, use, consumption, excise, privilege, GST, and other taxes and duties payable by Customer on any Products purchased by Customer where the tax is imposed on Customer’s acquisition or use of such Products and the amount of tax is measured by Customer’s costs in acquiring such goods or services. Customer shall make all payments of any such taxes to Zone Defense without reduction for any withholding taxes, which shall be Customer’s sole responsibility. All taxes shall be paid by Customer to Zone Defense unless Customer provides Zone Defense with a valid certificate of exemption acceptable to the appropriate taxing authority.
6. Payment Terms. Unless we agree otherwise in writing, Customer shall pay the purchase price, without any deduction or set-off within thirty (30) days from the date of the invoice issued to Customer. Customer shall make payment to Zone Defense in the currency indicated on the invoice. We reserve the right to charge interest on all overdue amounts owed to us under these Terms at a rate of 1.5% per month, 18% per annum, or the highest amount permitted under law if lower than this amount. You are responsible for any costs that we incur if you change or cancel any order, and for all costs of collection of past due amounts (including attorney’s fees).
7. Restrictions and Requirements. You acknowledge that the Products identified to contain communications modules and/or components are non-cancelable and non-returnable (“NC/NR”). NC/NR Products are of a unique, custom, or special nature and are obtained by Zone Defense specifically for Customer. Irrespective of the circumstances, Customer agrees that NC/NR products may not be cancelled, returned, or rescheduled by Customer without the prior, written consent from Zone Defense. Customer shall not use or make the ZoneDefender® Advanced Driver Assistant System or equivalent Products available as a standalone product. The RideCam Products are being provided solely for use with software provided Zone Defense.
8. Warranty. The limited warranty terms for Products provided under these Terms is attached (“Limited Warranty”). THE LIMITED WARRANTY TERMS ARE IN LIEU OF ALL OBLIGATIONS OR LIABILITIES ON OUR PART ARISING OUT OF, OR IN CONNECTION WITH, OUR PRODUCTS AND STATE OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES RELATING TO THEM. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, THE PRODUCTS AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED "AS-IS" AND WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND, EITHER BY US OR ANYONE WHO HAS BEEN INVOLVED IN ITS CREATION, PRODUCTION, INSTALLATION, OR DISTRIBUTION, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OR THE EXCLUSION OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATION MAY NOT APPLY OR FULLY APPLY TO YOU. IF YOU ARE A RESELLER OF THE PRODUCTS YOU SHALL NOT MAKE OR PASS ON TO YOUR OWN CUSTOMERS ANY WARRANTY, CONDITION OR REPRESENTATION ON BEHALF OF US OTHER THAN, OR INCONSISTENT WITH, THE APPLICABLE LIMITED WARRANTY IN THE PRODUCTS PROVIDED TO YOU.
9. Limitation of Liability. ZONE DEFENSE’S ENTIRE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS IS LIMITED TO THE AMOUNTS YOU ACTUALLY PAID TO US UNDER THE PURCHASE ORDER. FURTHER, NEITHER WE NOR OUR SUPPLIERS ARE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE DAMAGES OR OTHER DAMAGES, OR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE PRODUCTS OR ANY ASSOCIATED EQUIPMENT, COSTS OF COVER, DOWNTIME AND USER TIME OR FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITIONS, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THE PRODUCTS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE APPLYING TO THE PRODUCTS IS LIMITED IN DURATION TO THE DURATION OF THE WARRANTY SPECIFIED IN SECTION 8, ABOVE. YOU AND WE AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR ZONE DEFENSE’S SALE OF PRODUCTS TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIFIED OTHER DAMAGES, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY, OR MAY NOT FULLY APPLY TO YOU.
10. Intellectual Property Ownership. You agree that Zone Defense or its suppliers own all right, title and interest to all intellectual property and other proprietary rights to documents and materials, calculations, drawings, models, plans, sets of tools, technology, software, firmware, designs, engineering details, schematics and similar data incorporated in the Products and any accompanying documentation or information derived from the foregoing. To the extent permitted by relevant law, you shall not, nor allow any third-party to copy, decompile, disassemble or otherwise reverse engineer the Products, or attempt to do so. You are prohibited from, and shall prevent any third-party from, removing, covering or altering any of the patent, copyright or trademark notices placed upon, embedded in or displayed by the Products or its packaging and related materials. We reserve all rights in the Products not specifically granted to you under these Terms.
11. Export Control. You may not use or otherwise export or re-export the Products except as authorized by the laws of the jurisdiction in which they were obtained. In particular, but without limitation, the Products may not be exported or re-exported in violation of applicable export laws. You agree not to use or enable use of the Products for any purposes prohibited by applicable law. You shall defend, indemnify and hold us harmless against any liability (including attorneys’ fees) arising out of your failure to comply with the terms of this section.
12. Governing Law. These Terms and any dispute, claim or controversy arising out of, or relating to these Terms will be governed by Florida State laws, excluding conflict of law principles. All claims must be brought in the courts located in Saint Petersburg, Florida, United States of America. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
13. Force Majeure. Neither Party shall be liable under or deemed to be in breach of this Agreement for delays or failure of performance resulting from acts beyond that Party’s reasonable control. Such acts include, without limitation, acts of god, strikes, lockouts, riots, acts of war, epidemics, government regulations imposed after the fact, fire, communications line failures, failures of computer systems outside of that Party’s control, severe weather, freight embargoes, power system failures, floods, earthquakes or other disasters.
14. Severability. If any provision in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in this agreement, unless the deletion of those provisions would result in such a material change that would cause completion of the transactions contemplated by this agreement to be unreasonable.
15. Headings. The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement’s construction or interpretation.
16. Assignment. Customer shall not assign these Terms or any Purchase Order without the prior written consent of Zone Defense. These Terms constitutes the Parties’ entire agreement and supersedes any prior or contemporaneous communications relating to the Products. If any provision of this Agreement is held to be invalid or enforceable under any circumstance, its application in other circumstances and the remaining provisions shall not be affected. No failure or delay by a Party in exercising any right under these Terms shall operate as a waiver of such right. Any notice or other communication given by either Party to the other regarding these Terms will be deemed given and served when personally delivered, delivered by reputable international courier requiring signature for receipt, or five (5) business days after mailing (postage prepaid), addressed to the Party at its notice address. Either Party may change its notice address by written notice to the other. Your notice address will be the billing address appearing on the accepted Purchase Order. Our notice address is: Zone Defense LLC, 2135 13th Avenue North, Saint Petersburg, Florida, 33713-4001, United States of America.
17. Entire Agreement. This agreement constitutes the final agreement of the Parties and supersedes all prior written and oral understanding relating to the subject hereof. It is the complete and exclusive expression of the Parties’ agreement with respect to the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the Parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither Party was induced to enter this agreement by, and neither Party is relying on, any statement, representation, warranty, or agreement of the other Party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement’s effectiveness. Parties agree to the terms of this Agreement with the acceptance of any Purchase order by Zone Defense.