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STANDARD TERMS AND CONDITIONS OF SALE


Sales Terms & Conditions

These Sales Terms & Conditions (“Terms”) govern the sale of touchscreen displays and related products (collectively, “Products”) by Volanti Displays Inc. (“Seller,” “we,” “us,” or “our”) to any purchaser (“Buyer,” “you,” or “your”). By placing an order with us, you agree to be bound by these Terms.

1. Scope

  1. These Terms apply to all sales of our Products unless superseded by a separate, written agreement signed by an authorized representative of Seller.
  2. Buyer’s acceptance of any Quotation, Purchase Order, Pro Forma Invoice, or other sales documentation is deemed acceptance of these Terms.

2. Order Acceptance

  1. Quotations & Validity
    • Thirty (30) Day Validity: Written quotations issued by Seller are valid for thirty (30) days from the date shown on the quotation unless otherwise stated.
    • Acceptance by Payment: If a Buyer places an order based on a valid quotation and full payment is required with the order, a binding agreement is formed only when Seller has received the required payment in full and has issued a written Order Confirmation (e.g., via email).
  2. Credit Terms & Purchase Orders
    • Credit Approval: If Buyer has established credit terms with Seller, Buyer may submit an official Purchase Order referencing any applicable quotation.
    • Order Confirmation: A binding agreement is formed only upon Seller’s issuance of a written Order Confirmation. Seller may decline any Purchase Order, including any that does not comply with these Terms or exceeds Buyer’s approved credit limit.
  3. Conflicting Terms & Conditions
    • Buyer’s Additional Terms Excluded: Any additional or different terms in Buyer’s purchase order, website, or other documentation are hereby rejected and shall not become part of any agreement unless expressly accepted in writing by Seller.
    • Priority of Documents: In the event of a conflict between these Terms, Seller’s Quotation, or Buyer’s documentation, these Terms and Seller’s Quotation shall control unless expressly overridden by a separate signed agreement.
  4. Modifications & Cancellations
    • Changes to Orders: After Seller issues an Order Confirmation, any modification or cancellation requires Seller’s written consent. Such changes may be subject to restocking fees, administrative charges, or other costs.
    • Non-Refundable Deposits: If an order requiring pre-payment is canceled after Seller has commenced production or procurement, any deposit paid may be non-refundable, at Seller’s sole discretion.
  5. Credit Review & Revocation
    • Ongoing Credit Review: Seller reserves the right to periodically review Buyer’s creditworthiness. If at any point Seller deems Buyer’s credit impaired, Seller may require immediate payment of outstanding invoices or pre-payment for future orders. Failure to comply can result in suspension or cancellation of any current or pending orders without liability to Seller.

3. Payment Terms

  1. Payment With Order: Unless otherwise agreed in writing, payment in full is due upon order placement.
  2. Payment Methods: Seller accepts credit card, direct deposit, wire transfers, and checks (subject to clearance).
  3. Late Payment Charges: Any overdue balances will accrue interest at two percent (2%) per month or the maximum rate permitted by law, whichever is lower.
  4. Payment default: If a payment is still outstanding more than sixty (60) days after the due payment date, Volanti Displays reserves the right to call on the services of a debt recovery company. All legal expenses will be payable by the client.
  5. Taxes & Duties: Prices do not include any federal, state, or local taxes, tariffs, or duties. Buyer is responsible for all taxes, duties, and other charges associated with the purchase, unless Seller has expressly agreed otherwise in writing.

4. Pricing & Incoterms

  1. Pricing
    • All prices are in U.S. Dollars unless otherwise specified in writing.
    • Prices are subject to change without notice, but Seller will honor any price stated in a valid Quotation or Order Confirmation.
  2. Incoterms
    • Ex-Factory: For international shipments, unless otherwise agreed, Products are sold “Ex-Factory” (Incoterms® 2020) at Seller’s facility in Santa Clara, California. Title and risk of loss pass to Buyer once the Products are made available at Seller’s facility.
    • Foreign Withholding: Certain countries apply withholding at source on the amount of invoices, in accordance with their internal legislation. Any withholding at source will be paid by the client to the tax authorities. Under no circumstances can Volanti Displays become involved in costs related to a country's legislation. The amount of the invoice will therefore be due to Volanti Displays in its entirety and does not include any costs relating to the legislation of the country in which the client is located.
    • Domestic & Other Terms: For domestic U.S. shipments or any other shipping terms, the applicable Incoterm or shipping arrangement shall be specified in the quotation or Order Confirmation.

5. Shipping & Delivery

  1. Shipment Arrangements
    • Depending on the parties’ agreement, Seller or Buyer may arrange transportation. If Seller arranges shipping on Buyer’s behalf, shipping costs and related fees will be added to the invoice.
  2. Delivery Dates
    • Quoted delivery or shipment dates are estimates only. Seller shall not be liable for any damages or penalties resulting from late shipments.
  3. International Compliance
    • Products are provided “as is” with respect to compliance outside the U.S. Buyer assumes responsibility for ensuring Products meet any local import or regulatory requirements in the destination country.

6. Inspection & Acceptance

  1. Inspection Period: Buyer must inspect Products promptly upon receipt. Any visible damage or discrepancies must be reported to Seller in writing within five (5) business days of delivery (or another period agreed in writing).
  2. Deemed Acceptance: If Buyer does not provide timely written notice of any defective or non-conforming Products, the Products shall be deemed accepted.
  3. Rejections: For any valid rejection, Buyer shall follow Seller’s instructions, including obtaining a Return Material Authorization (RMA) where applicable. Remedies, if any, will be governed by these Terms and applicable warranty terms.

7. Returns & Exchanges

  1. Warranty Returns: Returns due to defects or failures covered under Seller’s separate Warranty Terms must follow the procedures set forth in those Warranty Terms (including RMA procedures).
  2. Non-Warranty Returns: Any returns or exchanges not covered by the Warranty Terms are permitted solely at Seller’s discretion and may be subject to restocking fees or other charges.
  3. Shipping Costs: Responsibility for return shipping costs is determined by the circumstances of the return, as detailed in Seller’s Warranty Terms or as otherwise stated in writing.

8. Warranty & Support

  1. Standard Warranty: Seller’s standard warranty terms are described in a separate Warranty Terms document, which is incorporated by reference. Warranties may differ by product model and region.
  2. Warranty Conditions: Warranty coverage may be voided by improper installation, misuse, unauthorized repair attempts, or other conditions detailed in the Warranty Terms.
  3. Exclusions: Except as expressly stated in the Warranty Terms, Seller disclaims all other warranties, whether express or implied, including but not limited to any warranties of merchantability or fitness for a particular purpose.

9. Limitation of Liability

  1. Liability Cap: To the maximum extent allowed by law, Seller’s total liability for any claim arising out of or related to these Terms or the sale of Products shall not exceed the amount Buyer actually paid for the specific Product(s) giving rise to the claim.
  2. Exclusion of Indirect Damages: In no event shall Seller be liable for indirect, consequential, incidental, special, or punitive damages, including but not limited to lost profits, loss of business, or interruption of business, even if Seller has been advised of the possibility of such damages.
  3. Volanti Displays undertakes to do its best to supply performant services in due time in accordance with the agreed timeframes. However, none of its obligations can be considered as being an obligation to achieve results. Volanti Displays cannot under any circumstances, be required by the client to appear as a third party in the context of any claim for damages filed against the client by an end consumer.
  4. Buyer’s Compliance: Buyer is solely responsible for compliance with local laws, building codes, and regulations concerning the use, installation, or resale of the Products. Seller disclaims any liability for non-compliance in jurisdictions outside the scope of its published specifications.

10. Intellectual Property

  1. Ownership: All intellectual property rights in and to the Products, including but not limited to trademarks, designs, technical data, and any embedded software or firmware, remain the exclusive property of Seller or its licensors.
  2. Limited License (if any): Unless otherwise stated in a separate agreement, no licenses are granted to Buyer to use, modify, or reproduce Seller’s proprietary software or firmware.
  3. Prohibition: Buyer shall not reverse-engineer, decompile, or otherwise tamper with any embedded software or firmware without Seller’s express written permission.

11. Dispute Resolution & Governing Law

  1. Arbitration: Any dispute arising out of or relating to these Terms shall be settled by binding arbitration in Santa Clara County, California, under the rules of the American Arbitration Association (AAA). The arbitrator’s decision shall be final and binding.
  2. Governing Law: These Terms and any disputes hereunder shall be governed by the laws of the State of California, without regard to conflict-of-law principles.
  3. Injunctive Relief: Notwithstanding the above, either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm.

12. Confidentiality

  1. General: Neither party is obligated to disclose confidential information unless otherwise agreed in writing.
  2. Limited NDAs: If the parties sign a nondisclosure agreement (NDA), the terms of that NDA shall control over these Terms for any confidential information disclosed thereunder.

13. Compliance & Disposal

  1. Local Laws: Buyer is responsible for complying with all local laws and regulations regarding the purchase, installation, use, and disposal of the Products, including any applicable e-waste or environmental regulations.
  2. No Non-U.S. Compliance Claims: Seller does not claim or warrant that Products comply with any regulations outside of the United States unless expressly stated in the quotation or Order Confirmation.

14. Force Majeure

  1. Definition: Seller shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to natural disasters, acts of God, war, terrorism, labor disputes, supply chain disruptions, or governmental actions.
  2. Notice & Mitigation: Seller will provide prompt notice and will make reasonable efforts to mitigate the impact on performance.

15. Miscellaneous

  1. Entire Agreement: These Terms, along with any separate written agreements (including quotations, order confirmations, and warranty terms) signed by both parties, constitute the entire agreement and supersede any prior understandings or representations.
  2. Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
  3. Assignment: Buyer may not assign or transfer any rights or obligations under these Terms without Seller’s prior written consent. Any attempted assignment without consent shall be void.
  4. No Waiver: The failure of Seller to enforce any right or provision under these Terms shall not constitute a waiver of that or any other provision.
  5. Notices: All notices required or permitted under these Terms must be in writing and delivered by email, certified mail, or a recognized courier service to the respective addresses of the parties.

By placing an order, you acknowledge that you have read and agree to these Sales Terms & Conditions.