In these terms:
“Assistance” means any installation, support or other ancillary work or services which the Company has agreed to supply to you in connection with the Goods.
“Company” means Teradek LLC
“Contract” means this agreement between you and the Company to supply the Goods subject to the terms and conditions set out in this agreement.
“Goods” means all products and equipment to be supplied under the Contract.
“Group Company” means any company which is a subsidiary of
“You/Your” means you, the purchaser of the Goods under the Contract.
- Basis of Supply
2.1 The Company shall supply and you shall purchase the Goods in accordance with an order placed by you which is accepted by the Company. By placing an order for the Goods you shall be deemed to have accepted these conditions to the exclusion of any other terms and conditions set out or referred to in any other document or other communication used by either party in concluding the Contract.
2.2 By placing your order you acknowledge that you place no reliance on any statement which has been made or may be made concerning the order other than one made by the Company in writing.
- Price and Payment
3.1 All prices are stated exclusive of any sales, use or VAT tax, delivery costs, and other levies, taxes or duties which may apply. Credit card payments over $10,000 may be subject to a surcharge.
You are responsible for assuring that the product can be lawfully imported to the destination country. You are the importer of record and must comply with all laws and regulations of the destination country. Orders that are shipped to countries outside of the United States may be subject to import taxes, customs duties and fees levied by the destination country. YOU MAY BE ASKED TO REMIT ANY SUCH CHARGES UPON DELIVERY OF THE PRODUCT. Customer’s failure to pay any required import fees or duties may result in the product being returned to the Company. The Customer will be responsible for reimbursing the Company for any such return shipping costs that may be incurred by Company.
3.2 Minimum Order Value is One Hundred Dollars ($100.00) unless otherwise agreed in writing.
3.3 Where payment has not been made at the point of order, payment is due 30 calendar days from the date of invoice. If payment is not made on the due date, the Company may in addition to all other remedies it has, suspend performance of the Contract and any other agreement with you and/or charge you interest (both before and after judgment) calculated at a daily rate equivalent to maximum legal interest rate applying from time to time.
Any quotation remains valid for a period of 30 calendar days only unless otherwise stated in writing in such quotation and may be withdrawn at any time prior to the expiration of 30 calendar days absent the placement of an order.
The Company reserves the right to alter the specifications of the Goods, where necessary, to comply with regulations or legal requirements or where such alterations do not in the Company’s reasonable opinion materially affect your expressed requirements.
You are responsible for obtaining all consents, and for complying with all legal requirements necessary, to import into and operate Goods within any country other than the United States of America. In the event that the legal operation of the Goods requires any form of license, permit or other form of regulatory or governmental allowance you understand and agree that obtaining those permissions is your sole responsibility.
- Despatch and Delivery
7.1 The Company will use reasonable endeavours to deliver on the dates or to any programme of dates agreed, but delivery dates cannot be guaranteed and time of delivery is not of the essence of the Contract.
7.2 The Company will deliver by the method of its choice unless otherwise agreed to the address specified by you. You will be responsible for the costs of delivery.
7.3 Any failure by the Company to make any one delivery shall not entitle you to terminate the Contract as to any remaining deliveries.
8 Title and Risk
8.1 The risk of any damage to the Goods shall pass to you on despatch from the premises of the Company or, where the Goods are to be collected by you, on you collecting the Goods from the Company.
8.2 Title to the Goods shall not pass to you until the Company or Group Company (as the case may be) has received (in cash or cleared funds) payment in full of the sums due from you:
(a) under the Contract;
(b) under any other contract the Company has with you; and
(c) under any other contract you have with a Group Company.
8.3 Until title to the Goods has passed to you, you shall:
(a) hold the Goods on a fiduciary basis as the Company’s Bailee;
(b) store the Goods separately from all other Goods held by you so that they remain readily identifiable as the Company’s property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(e) notify the Company immediately if you become subject to any of the events listed in clause 13; and
(f) give the Company such information relating to the Goods as the Company may require from time to time, but you may resell or use the Goods in the ordinary course of business.
8.4 If before title to the Goods passes to you, you become subject to any of the events listed in clause 13, or the Company reasonably believes that any such event is about to happen and notifies you accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require you to deliver up the Goods and, if you fail to do so promptly, enter any premises of you or of any third party where the Goods are stored in order to recover them, and you hereby give the Company permission to detach them from any other item(s) they are attached to.
8.5 In cases where the Company is entitled under clause 8.4 to require you to deliver up the Goods, the Company may also at any time, acting as agent for a Group Company, require you to deliver up Goods in respect of which title is held by that Group Company (“GC Goods”), and, if you fail to do so promptly, enter any premises of you or of any third party where the GC Goods are stored in order to recover them, and you hereby give the Company permission to detach them from any other item(s) they are attached to.
8.6 The Company may assign the benefit of clauses 8.4 and or 8.5 to any Group Company upon giving written notice to you.
9.1 You must carefully examine the Goods immediately upon receipt and notify the Company in writing of any defects within 30 calendar days of delivery (14 calendar days for B-Stock), upon which the Company will advise you of what to do with the Goods.
9.2 If you do not notify the Company of any defects in accordance with clause 9.1 you will be deemed to have accepted the Goods. The Company will only accept returns of faulty or damaged Goods where the defect has been notified to the Company in accordance with clause 9.1.
9.3 The Company will not accept returns of any product without an RMA number; products received without an RMA number may be returned to the customer or the Company may levy an administrative charge in the Company’s discretion. You have up to thirty (30) calendar days (14 calendar days for B-Stock) from the time you receive your item(s) to initiate a return of non-faulty goods and receive an RMA number. If the item is returnable and you send it back in its original packaging, and if applicable, with all the accessories, manuals, documentation, and registration that shipped with the product, the Company will offer you a full refund in the original form of payment.. There is no restocking fee for returns inside 7 days from Proof of Delivery date. A 15% restocking fee will be applied for returns 8 to 30 days from Proof of Delivery date.
If the returned product is damaged in any way (including cosmetic damages) we reserve the right to deny a return and not provide a refund, or charge a repair or restoration fee of at least 15% of the original purchase price of the product.
9.4 Compatibility Notice: We can not guarantee compatibility with all 3rd party devices including but not limited to (cameras, converters, recorders, wireless devices, Drones, etc.) While we aim to have our devices work with all 3rd party devices there may be times when certain signal types, frame rates, resolutions, etc. will not work with a particular Teradek product. If you purchase one of our products and find this to be the case our standard return policy applies, please send back your Teradek product for a refund within the 30 day return period.
10.1 The Company may, at your request, provide Assistance to you in respect of the Contract. The cost of such Assistance shall be additional to the price due in respect of the Goods.
10.2 The Company may use persons other than its employees to provide the Assistance.
10.3 Where the Assistance involves the secondment of the Company’s designated personnel to you, they shall be subject to your direction, management, and control. You shall be responsible for all tasks performed by such personnel and the Company shall not be liable to you for any work which is performed negligently or otherwise unsatisfactorily by them. Nonetheless, if at any time during the Contract the performance or conduct of such personnel proves unsatisfactory, the Company shall take all reasonable steps to provide replacement personnel acceptable to you as soon as is reasonably practicable.
10.4 You shall ensure compliance with all applicable laws, regulations and regulatory requirements as regards business permits, licences or consents that may be required in relation to the Assistance. You shall provide such assistance as the Company considers reasonable in obtaining work visas and permits for the Company’s staff.
10.5 You shall take all precautions to safeguard the health and safety of the Company’s designated personnel whilst working at your premises, and shall ensure that all of your equipment shall at all times comply with all applicable laws, regulations, regulatory requirements and codes of practice.
10.6 Any equipment which belongs to you and which is used by the Company’s designated personnel, whether at your premises or elsewhere, shall remain at your risk and the Company shall not assume any responsibility or liability for the safety or security of such equipment.
11 Intellectual Property
11.1 All intellectual property rights associated with the Goods and in any illustrations, drawings and other documents supplied by the Company, remain vested in the Company.
11.2 All computer programs, software or firmware supplied by the Company are provided by means of a non-exclusive, revocable license to use on a specified machine, are to be kept confidential by you, and not to be further copied or divulged to any other party without the Company’s prior written consent.
11.3 You shall not remove, obliterate, delete from, add to, or otherwise alter trademarks and/or trade names affixed to the Goods and the Company asserts its full rights to control the use of its trade marks.
11.4 You shall not contact directly or indirectly any of the Company’s suppliers and/or manufacturers in order to seek a licence of any trade names or trademarks or patents if any, relating to Goods.
11.5 You will bring immediately to the Company’s notice any third party infringement of the Company’s intellectual property rights of which you become aware.
12 Limitation and Exclusion of Liability
12.1 The Company shall not be under any liability to you under the Contract or any collateral contract for any indirect loss and/or expenses, including loss of income, profits or contracts or for any incidental, indirect, special or consequential loss or damage of any kind whatsoever arising and whether caused by negligence, breach of contract or otherwise.
12.2 The Company’s maximum aggregate liability to you or any third party, in respect of any contract, whether arising under any indemnity, for any breach of its obligations under this Contract, negligence or otherwise, shall be limited to the price payable by you pursuant to such contract.
12.3 Nothing in this agreement or in any contract shall exclude or in any way limit either party’s liability for fraud or for death or personal injury caused by its negligence, or any other liability to the extent that such liability may not be excluded or limited as a matter of law.
If you (i) fail to make any payment when due under this Contract or any contract with a Group Company; or (ii) become insolvent, have a receiver, administrative receiver, administrator or manager appointed over all or any part of your assets or business, make any composition or arrangement with your creditors, take or suffer any similar action in consequence of debt or an order for resolution is made for your dissolution or liquidation (other than for the purposes of solvent amalgamation or reconstruction); (iii) exceed the credit limit, if any, specified by the Company from time to time; the Company shall have the following rights at its option without incurring any liability, which rights shall be cumulative and shall not prevent the Company from also claiming damages and pursuing any other rights and remedies available to it:
13.1 to terminate this Contract;
13.2 to cancel any undelivered or uncompleted portion of the contract and stop any Goods in transit;
13.3 to cancel any other contract with you; and
13.4 to demand immediate payment of any outstanding amounts which shall thereupon become due and payable.
14 Limited Warranty
14.1 In some instances the Company provides a limited warranty in respect to the Goods. In such a case the Company warrants, to the original purchaser only, that the Goods will be free from defects in materials and workmanship under normal and proper usage for a period of one (1) year from the date of purchase. The warranty period may be longer as required by law in certain jurisdictions. The Company makes no other express or implied warranty whatsoever unless specifically agreed in writing. Any warranty will be subject to the terms and conditions in this clause 14.
14.2 Company’s obligations under this warranty and the sole remedy for its breach are limited to repair, at its manufacturing facility, of any part or parts of its products which prove to be defective; or, in its sole discretion, replacement of such products. All returns of defective parts or products must include the product model number and serial number, and must be made through an authorized Customer Service Center. Authorized returns must be shipped prepaid. The warranty provided herein does not cover charges for labor or other costs incurred in the troubleshooting, repair, removal, installation, service or handling of parts or complete products. All claims under the warranty provided herein must be made within thirty (30) days from the date of discovery of the defect, and is further subject to the terms and conditions set forth below. Failure to notify Company of a warranted defect within thirty (30) days of its discovery voids Company's obligations hereunder.
14.3 The warranty cannot be assigned, except with the prior written agreement of the Company.
14.4 Goods claimed defective must be returned to the Company or its authorized agent, freight pre-paid.
14.5 If any defective Goods (or part) has been superseded and cannot be repaired, replacement will be made with a current model of the same quality and equivalent function.
14.6 This warranty does not cover any damage, defects or costs caused by: (1) modification, alteration, repair or service of the Goods by anyone other than the Company or its authorized representative; (2) physical abuse to, overload of, or misuse of, the Goods, or operation of the Goods in a manner contrary to the instructions accompanying the Goods; (3) any use of the Goods other than that for which it was intended, misuse, neglect, accident, improper or inadequate maintenance, corrosive environments, environments containing airborne contaminants (silicone, aluminum oxide, etc.), or excessive thermal shock; (4) shipment of the Goods to the Company for service; any installation or operation of the Goods other than in compliance with applicable building, mechanical, plumbing and electrical codes. This warranty is voided if the serial number of the product has been altered, defaced or removed.
14.7 THE COMPANY IS NOT LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, DAMAGE TO OR LOSS OF EQUIPMENT, LOST PROFITS OR REVENUE, COSTS OF RENTING REPLACEMENTS AND OTHER ADDITIONAL EXPENSES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY EXPRESS WARRANTY NOT PROVIDED HEREIN, AND ANY REMEDY WHICH, BUT FOR THE WARRANTY CONTAINED HEREIN, THAT MIGHT ARISE BY IMPLICATION OR OPERATION OF LAW IS HEREBY EXCLUDED AND DISCLAIMED INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH MAY VARY FROM JURISDICTION TO JURISDICTION.
14.8 The warranty period will commence on the date of delivery to you of the Goods.
14.9 The Company guarantees any repairs undertaken by the Company for a period of three (3) months from the date you are notified that the repair has been completed. This guarantee covers only the specific repairs carried out by the Company and does not extend the warranty period as to the Goods otherwise.
14.10 If you are a consumer you have certain legal rights in relation to the Goods, and those rights are not affected by this Warranty.
14.11 High Risk Activities
You acknowledge that the Goods are not fault tolerant and is not designed, manufactured, or intended for use or resale as control equipment in hazardous or high risk environments and activities requiring fail-safe performance (such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems) in which the failure of the Goods could lead directly to death, personal injury, or severe physical or environmental damage. You agree not to use or allow the use of the Goods or any portion thereof for, or in connection with, any such environment or activity.
“B-Stock” means used Goods which may be factory refurbished items sold as is, with limited additional includes.
“EOL” means End of Life Goods which are discontinued; parts are no longer produced or in limited availability
Goods defined as B-Stock are sold without warranty and are eligible within 21 days of purchase for Refund. Said goods will be sold as is with all accessories as advertised on its sale page. Goods have all regular functionality, may show signs of use, may have cosmetic defects including: scratches, dead pixels, off-color or dim backlight panels. Any repair costs will be the customer’s responsibility.
Goods defined as EOL (End of Life) have a limited hardware warranty which is dependent on repair parts availability.
Purchaser hereby indemnifies and agrees to hold harmless Company and its respective members, directors, officers, agents, employees, representatives, successors and assigns, and any Group Company from and against any and all losses, claims, damages, expenses or liabilities of whatever form or nature (including reasonable attorneys' fees and other costs and expenses incurred in connection therewith) which they, or any of them, may sustain or incur in (including in settlement) any action, claim, suit, proceeding or settlement by any person, organization or governmental entity or agency, or otherwise resulting, in whole or in part, from: (i) Any claim of a third party that the indemnifying Party misrepresented its authority or made any contractual commitment not expressly authorized under this Contract; (ii) The handling, storage, sale or distribution by the indemnifying Party of the Goods or information relating thereto; (iii) The failure by the indemnifying Party to perform or comply with its obligations under this Contract; and (iv) The conduct of the operations of the indemnifying Party.
16 Force Majeure
The Company shall not be responsible or liable for its failure to perform its obligations, if such failure is beyond the control of the Company, or beyond the control of the suppliers of the Company, whether caused by acts of God, unavailability or shortages of materials or energy necessary to produce and/or deliver the Goods by usual modes of transportation, fire, flood, wars, embargo, strikes, labour disputes, explosions, riots, of laws, rules, regulations, restrictions or orders of any governmental authority, or any other cause, other than financial, beyond the control of the Company or its suppliers.
17 Governing Law
The validity, performance and enforcement of this Contract shall be governed by and construed in accordance with the laws (other than the conflict of laws rules) of the State of California. The state and federal Courts of California shall have exclusive jurisdiction to adjudicate any dispute which may arise in connection with the Contract.
The failure of either party to enforce any term of or right arising pursuant to this agreement does not constitute a waiver of such term or right and shall in no way affect that party’s right later to enforce or exercise the term or right.
19.1 If any court or competent authority finds that any provision of this Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.
19.2 If any invalid, unenforceable or illegal provision of this Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
Read all instructions and warnings prior to using this product. Improper use of this product may result in product damage, excess heat, toxic fumes, fire or
explosion, for which Teradek, LLC is not responsible.
➊ Do not store battery in high temperature environments, including intense sunlight or heat. Do not place battery in fire or other excessively hot environments.
➋ Be cautious of excessive drops, bumps, abrasions or other impacts to the battery. If there is any damage to the battery such as dents, punctures, tears, deformities or corrosion, due to any cause, discontinue use and contact the manufacturer or dispose of it in an appropriate manner.
➌ Do not disassemble the battery or attempt to repair or modify it in any manner.
➍ Do not expose the battery to moisture or submerge it in liquid. Keep battery dry at all times.
➎ Do not attempt to charge battery using any other method, apparatus, or connections other than the device’s USB connector or wall prongs. For directions on the various ways to charge your product please refer to the owner’s manual.
➏ Do not attempt to replace any part of the battery.
If this battery is intended by the Purchaser to be used by a minor, purchasing adult agrees to provide detailed instructions and warnings to any minor prior to use.
Failure to do so is the sole responsibility of the purchaser, who agrees to indemnify the Manufacturer or its reseller for any unintended use or misuse by a minor.
All batteries have gone through a thorough quality assurance inspection. If you find that your battery is excessively hot, deformed, cut, emitting odor, experiencing or demonstrating an abnormal phenomenon, immediately stop all battery use and contact the manufacturer.
For extended storage, first charge your battery for at least one hour.
Never dispose of batteries in the garbage. This is unlawful under state and federal environmental laws and regulations. Always take used batteries to your local battery-recycling center.
The wireless modems used with this device, if any, emit Radio-Frequency Energy (RFE). Although there is no evidence of serious health risks resulting from exposure to RFE, studies continue to assess potential adverse health effects related to RFE exposure. You can limit exposure to RFE by keeping a safe distance while your device is running. If while operating this device you experience any ill health, including, but not limited to, nausea, head ache, or dizziness, discontinue use immediately and seek medical attention.
Note: The Manufacturer is not responsible for any damages one may suffer as a result of use, intended or unintended, or misuse of the battery in conjunction with any device or accessory other than the appropriate device for which the battery is designed.
Note: The socket-outlet shall be installed near the equipment and shall be easily accessible.
FCC compliance statement
This device complies with Part 15 of the FCC Rules.
Operation is subject to the following two conditions: (1) this device may not cause harmful interference, and (2) this device must accept any interference received, including interference that may cause undesired operation.
Note: The manufacturer is not responsible for any radio or TV interference caused by unauthorized modifications to this equipment. Such modifications could void the user’s authority to operate the equipment.
Note: This equipment has been tested and found to comply with the limits for a Class B digital device, pursuant to Part 15 of the FCC Rules. These limits are designed to provide reasonable protection against harmful interference in a residential installation. This equipment generates, uses, and can radiate radio
frequency energy and, if not installed and used in accordance with the instructions, may cause harmful interference to radio communications. However, there is no guarantee that interference will not occur in a particular installation. If this equipment does cause harmful interference to radio or television reception, which can be determined by turning the equipment off and on, the user is encouraged to try to correct the interference by one or more of the following measures:
- Reorient or relocate the receiving antenna.
- Increase the separation between the equipment and receiver.
- Connect the equipment into an outlet on a circuit different from that to which the receiver is connected.
- Consult the dealer or an experienced radio/TV technician for help.
WASTE ELECTRICAL & ELECTRONIC EQUIPMENT (WEEE)
As of 13 August 2005, the EU requires, under the Waste Electrical and Electronic Equipment Directive 2002/96/EC, that manufacturers and/or distributors of Electronic and/or Electrical Equipment manage and pay for the collection and further handling of WEEE products, as well as provide WEEE-related information to their customers. Teradek LLC has taken the following approach to complying with this Directive:
- Teradek will, where applicable, register with national authorities in accordance with the requirements of each Member State and the EU for Teradek products that are subject to the WEEE Directive
- Teradek works cooperatively with treatment facilities and governmental agencies to provide information that enables the successful treatment of Teradek WEEE products.
- Teradek will provide information to reuse centres, treatment, and recycling facilities regarding new Teradek electrical and electronic equipment as required by each Member State and the WEEE Directive. For more information, please contact Teradek at support@Teradek.com.
- Teradek WEEE products will be designed with recycling, reuse, and waste management as a consideration.
- Teradek WEEE products will be labeled or stamped with the WEEE marking as shown below in accordance with European Standard EN 50419.
- Important information for private household (or similar) users:
– WEEE from private households means WEEE that comes from private households as well as commercial, industrial, institutional, and other sources that, because of its nature and quantity, is similar to that from private households.
– The presence of the WEEE label or stamp (seen above) indicates members and guests of private households are responsible for properly disposing of WEEE products. Marked products must not be disposed as a part of household waste. WEEE labeled products must be kept separate and returned to a designated collection point for their dismantling, recycling, and/or reuse. In some cases, the WEEE labeled product can be returned to the place of purchase.
– The proper disposal of WEEE products by households will conserve natural resources (through re-use and recycling) and protect environmental and human health through proper disposal.
– In some cases there are punitive actions that your city, municipality, or Member State can take for not properly disposing of WEEE products.
– For more information regarding options for disposal of WEEE products, please contact your local city office, municipality office, retail store where you purchased the Teradek WEEE product and/or your waste management service by telephone, or visit your country’s government website by following the appropriate link below:
Österreich - www.austria.gv.at
Lietuva - www.lrv.lt
France - www.diplomatie.gouv.fr/en/
Luxembourg - www.etat.lu
Deutschland - www.bundesregierung.de/Webs/Breg/DE/Startseite/startseite_node.html
Belgique/België/Belgien - www.belgium.be
Slovensko - www.government.gov.sk
Slovenija - www.sigov.si/
Malta - www.gov.mt/en/Pages/gov.mt%20homepage.aspx
Κύπρος - www.pio.gov.cy/
Česká republika - www.vlada.cz/
Ελλάδα - www.government.gr/
Magyarország - www.magyarorság.hu/
España - www/map.es/
Nederland - www.overheid.nl
Švedska - www.sweden.se
Ireland - www.gov.ie
Danmark - http:/danmark.dk/
Norge - www.regjeringen.no/nb.html?id=4
Schweiz/Suisse/Svizzera - www.admin.ch/
Eesti - www.eesti.ee/est
Italia - www.italia.gov.it
United Kingdom - www.direct.gov.uk/
Polska - http://en.poland.gov.pl
Latvija - www.lvrtc.lv/lat/pakalpojumi/datu_centrs/domenu_vardu_registrs
Suomi - valtioneuvosto.fi/etusivu/fi.jsp
Portugal - www.portugal.gov.pt/pt.aspx