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THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM IMMEDIA INTEGRATED TECHNOLOGIES, LLC, YOU AFFIRM THAT YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.
These terms and conditions (these “Terms”) apply to the purchase and sale of products and services through the written quotation (the “Quotation”) that has been provided by Immedia Integrated Technologies, LLC (referred to as “Immedia”, “us”, “we”, or “our” as the context may require). The party to whom the Quotation is submitted may be referred to as “Customer” or “you” as the context may require. These Terms are an integral part of the Quotation.
Customer’s signature on these Terms or receipt of the equipment referenced in the Quotation (“Equipment”) shall constitute assent to all terms and conditions contained herein. The Quotation shall not be binding upon Immedia until signed by Customer and accepted in writing by a duly authorized representative of Immedia. Any modification of, addition to, or waiver of any of the Terms shall not be effective unless expressly agreed to in writing and signed by an authorized representative of Immedia. Quotations are valid for thirty (30) days following submission, but may be revoked at any time by us prior to full acceptance by you and us. Should you wish to reconsider a project described in an expired Quotation, we can review the request and provide a new Quotation to reflect current conditions and pricing.
Immedia will use its best efforts to arrange for the delivery the Equipment from the suppliers and/or manufacturers in accordance with Customer’s requested delivery date subject to receipt of all necessary information and payment from Customer. Customer shall work with Immedia to accept delivery of the Equipment as necessary or appropriate. Immedia may or may not take possession of Equipment prior to its delivery to Customer. Immedia reserves the right to substitute Equipment of “like kind, quality and price” in the event a specified product has been discontinued by the manufacturer, is no longer available or cannot be obtained within a reasonable time period or upon reasonable terms. Shipping dates provided by Immedia are approximate only, and Immedia shall not be liable for delays due to causes beyond its reasonable control, including delays due to Customer’s acts or omissions, caused by manufacturers or other third parties or due to compliance with any government regulations. Unless otherwise specified, Equipment is sold F.O.B. origin and Customer will pay all shipping charges. If this Quotation covers Equipment for more than one system, room, suite, or location, for purposes of payment in accordance with payment terms stated on the face hereof, each room, suite, or location shall be treated as if the subject of a separate sale and payment made accordingly. Installation will not be scheduled until Equipment invoices have been fully paid.
If Customer requires installation to be started within thirty (30) days or less after its signing of these Terms, a ten percent (10%) rush delivery fee will be added to each invoice for this Quotation. Immedia cannot guarantee any such expedited installation can be accomplished, but if accepted will do its best to satisfy Customer’s request.
The location for the Equipment installation at your facility must be secure. All structural work, ceiling grid, millwork, HVAC, high voltage electrical and conduit, and similar preparatory work must be completed by Customer in a timely manner for installation to be completed on time. Delays due to incomplete work by Customer, or its agents or sub-contractors, may cause installation to be postponed or rescheduled and may result in additional installation fees. Any required software, apps or other technology necessary for the Equipment to operate as intended will be provided by Immedia to Customer pursuant to the Quotation prior to the first scheduled day of installation. Such software, apps or other technology must be properly installed by Customer, or their designated IT service provider. Immedia will not be liable for failures of or delays in manufacture, delivery or installation resulting from any delinquent installation of such items or similar causes beyond its reasonable control.
Outsourced installation labor may be subcontracted to complete the project, in cooperative effort with Immedia’s project management and/or installation resources.
This Quotation contains a fixed price for labor that has been estimated using historical data. This estimate is based upon the assumption that Immedia will have unfettered access to perform work in eight (8) hour increments. Additional labor charges may be incurred if Immedia’s installation staff is unable to perform work in continuous eight (8) hour increments with complete access to the location, whether due to Customer or other party conflicts. Quotations reflect known existing conditions. Unforeseen conditions, such as the need for overcoming previously unknown construction obstacles, can significantly affect project costs and timeline estimates. All parties will be notified a minimum of twenty-four (24) hours in advance by Immedia to confirm access, availability and readiness of the facility. The labor costs in this Quotation assume work will be performed during normal business hours (7:00 am to 5:00 pm Monday through Friday, excluding holidays). If work is to be performed after hours or on non-business days, a change order will be required to account for the added cost of such labor and service.
Unless otherwise specified herein or agreed to in writing by Immedia, the total price of any project subject to the Quotation shall be paid as follows by Customer: (i) Customer agrees to prepay the total of all Equipment, including shipping and handling; (ii) Equipment will be ordered following receipt of such prepayment; (iii) Installation will be scheduled after Immedia receives confirmation that all Equipment has been received by Customer; and (iv) Labor and other installation expenses will be billed by Immedia to Customer twice monthly, as such work is performed, until completion. Unless otherwise agreed to in writing by Immedia, payment terms are due upon receipt. In the event payments are not received by the Company within thirty (30) days after date of billing, the Company may: (i) charge interest on any such unpaid amounts at a rate of five percent (5%) per month or, if lower, the maximum amount permitted under applicable law, from the date of billing until the date paid; and (ii) suspend performance for all services hereunder until payment has been made in full.
Title to the Equipment shall pass to Customer upon the transfer by the applicable vendor or manufacturer delivering the Equipment to the carrier or delivery service and completed installation as contemplated hereunder. At its election and as permitted by law, Immedia shall be entitled to obtain and maintain a mechanics lien in the Equipment sold by or through Immedia until payment of all amounts then due to Immedia. Customer hereby grants Immedia the express irrevocable right to enter Customer’s premises and remove the Equipment from the premises if all payments are not made when due. Customer agrees to execute and deliver financing statements under the Uniform Commercial Code or other similar documents under applicable law as Immedia requests to create and protect its security interest in the Equipment.
If, from the date hereof through the period ending twelve (12) months after the final installation of the Equipment to which the Quotation relates, Customer directly or indirectly retains the services (whether as an employee, independent contractor of otherwise and whether directly or indirectly) of any employee of Immedia (or person who had been employed by Immedia within three (3) months of such retention) who had provided services to Customer on behalf of Immedia, Client agrees that Immedia will be unfairly damaged, but that the amount of this damage will be difficult to determine. Accordingly, Client agrees that for each such Immedia employee hired by Client, Client will pay Immedia the greater of twenty percent (20%) of such employee’s annual compensation or Twenty-five Thousand Dollars ($25,000) as liquidated damages. The foregoing shall not apply to accountants, attorneys of other independent contractors of Immedia who provide services to Immedia. The parties agree that the liquidated damages formula provided herein reasonably represents Immedia’s actual money damages. Customer shall pay the liquidated damages required hereunder within ten (10) days of the date Immedia makes written demand for such payment. The parties acknowledge that such a breach or threatened breach would give rise to irreparable harm to Immedia hereto and further agree that in the event of a breach or a threatened breach by such party of any such obligations, Immedia shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction. Such other remedies may be enforced in addition to Immedia’s right to liquidated damages above.
Unless a separate ImmediaCare Agreement is purchased by Customer, Immedia’s standard warranty is ninety (90) days. In the event the Equipment is in any way misused or altered or is repaired by someone other than a representative of Immedia, which within the sole judgment of Immedia results in an adverse effect, including effects upon performance or reliability of the Equipment, the warranty and Immedia’s obligations hereunder shall terminate without notice to Customer.
Due to the heat tolerance of Audio Visual Equipment, Immedia’s policy is to have Equipment installed a minimum of three feet (3’) away from any temporary heating devices (fireplaces, heaters, etc.). If Customer decides to have Immedia install any Equipment within this distance, Immedia will not be liable for damages or potential Equipment not operating as it is manufactured to perform.
We do not manufacture or control any of the Equipment. The provision of Equipment by us to you does not indicate an affiliation with of guarantee of any product, service, or manufacturer. Accordingly, we do not provide any warranties with respect to the Equipment. However, the Equipment is generally covered by the manufacturer’s warranty as detailed in the Equipment materials you will receive upon installation. To obtain warranty service for defective Equipment you may need to follow the instructions included in the manufacturer’s warranty. All Equipment provided by us is provided “as is” without any warranty whatsoever, including, without limitation, any (a) warranty of merchantability; (b) warranty of fitness for a particular purpose or use; or (c) warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise. You affirm that we will not be liable, under any circumstances, for any breach of warranty claims or for any damages arising out of the manufacturer’s failure to honor any warranty obligations to you.
In no event will we be liable to you or any third party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, lost profits or revenues or diminution in value, arising out of, or relating to, and/or in connection with any breach of these terms, regardless of (a) whether such damages were foreseeable, (b) whether or not we were advised of the possibility of such damages, and (c) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. Our sole and entire maximum liability, for any reason, and your sole and exclusive remedy for any cause
All taxes levied or based on the transactions described in these Terms, or the Equipment being sold hereunder, exclusive of any taxes based on net income, shall be added to the selling prices set forth in the Quotation and paid by Customer. In the event any such transaction is tax-exempt, Customer shall provide Immedia with a tax exempt certificate required by the taxing authorities and acceptable to Immedia.
In the event Customer wishes to return any unopened Equipment or in the event of changes initiated by Customer that result in Equipment that is returnable to either Immedia or the vendor, Customer agrees to pay Immedia a fifty percent (50%) restocking charge and understands it may incur special shipping or handling charges for certain items. Equipment highlighted RED within the proposal are open box, special order or custom equipment and cannot be returned.
In the event Customer wishes to make a change to a signed Quotation, a minimum one hundred dollar ($100) change fee will be added to the new invoice.
In the event Customer chooses to terminate this Quotation after acceptance by Immedia or if Immedia terminates due to failure of Customer to meet any of the Terms, Immedia reserves the right to take actions to cancel Equipment not yet used or ‘delivered’ immediately. In the event any such cancellation results in return credit, such amounts will be credited to Customer's account, subject to restocking, return shipping and other appropriate charges within sixty (60) days. All remaining monies owed Immedia are due upon written notice sent to Customer within seven (7) days of delivery of the subsequent invoice.
Immedia shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Immedia including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
(a) These Terms shall be governed and interpreted in accordance with the law of the State of Arizona. (b) Customer irrevocably submits to venue and exclusive personal jurisdiction in the federal and state courts in Maricopa County, Arizona for any dispute arising out of these Terms, and waives all objections to jurisdiction and venue of such courts (c) The rights and remedies provided Immedia herein shall be cumulative, and in addition to any other rights and remedies provided by law or equity. (d) A waiver of a breach of any provision hereof shall not constitute a waiver of any other breach. (e) Neither these Terms nor any rights or obligations herein may be assigned or subcontracted by Customer. (f) Any consent by Immedia to assignment shall not be deemed to waive Immedia’s right to recoupment or set off, or both, of claims arising out of this or any other transactions with Customer, its divisions, affiliates or subsidiaries, or to settle or adjust matters with Customer without notice to permitted successors and assigns. (g) These Terms constitute the entire agreement between the parties. Such terms and conditions can be modified or rescinded only by a writing signed by the Parties. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you. (h) In connection with the provision or receipt of these Terms, both parties agree to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable. (i) If a proceeding is brought for the enforcement of these Terms or because of any alleged or actual dispute, breach, default or misrepresentation in connection with any of the provisions of these Terms, the prevailing party shall be entitled to recover reasonable attorney’s fees and other reasonable costs and expenses incurred in such action or proceeding in addition to any other relief to which such party may be entitled. (j) We may provide any notice to you under these Terms by sending a message to the email address you provide. Notices sent by email will be effective when we send the email. It is your responsibility to keep your email address current. To give us notice under these Terms, you must contact us by email transmission to the email listed below. Notices provided by email transmission will be effective one business day after they are sent. (K) If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
