GENERAL TERMS AND CONDITIONS
All sales are expressly conditional on Customer’s acceptance of the terms and conditions herein. By placing an order for any product from Locked Up Security, Inc. (“LUSI”), you (“Customer”) agree that the following terms and conditions are the exclusive terms governing the sales transaction between Customer and LUSI. Any attempt to alter, supplement, modify or amend these terms and conditions by the Customer will be considered a material alteration of this agreement and therefore null and void. Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these terms and conditions or any purchase order or invoice, or any document in electronic or written form that is signed and delivered by each of the parties for the purchase of a product. In addition, these terms and conditions are subject to change at any time, without prior written notice. Customer is advised to check the terms and conditions carefully each time Customer places an order with or accepts delivery of any goods from LUSI.
Payment Terms on Orders: An order is not binding upon LUSI until it is accepted by LUSI. LUSI must receive payment before it will accept an order unless otherwise previously agreed to in writing. Upon express approval by LUSI to customer in writing, Customer may be given thirty days from date of order to make payment, in which event Customer hereby acknowledges and grants LUSI the right to make any credit inquiries it deems necessary for the purpose of assessing Customer’s creditworthiness as a condition of granting Customer additional time to make payment(s). Customer agrees to pay the total purchase price for the purchased products plus shipping (to the extent shipping is not prepaid by Customer), including shipping charges that are billed to LUSI as a result of using Customer’s carrier account number. Terms of payment are within LUSI’s sole discretion. LUSI agrees to pay interest on all past-due sums at a rate of 1.5% per month or the highest rate allowed by law, whichever is greater.
Processing Time: LUSI will attempt in good faith to ship your order within two business days of order placement unless otherwise communicated. Any items that are unavailable will be placed on back order, and the remainder of your order will be shipped. Estimated ship dates will be provided, however all dates are “estimates” and are not guaranteed arrival dates.
Order Status and Order Changes: LUSI will make reasonable efforts to keep Customer informed of the status of Customer’s order via e-mail. Your tracking number will be emailed to Customer once the order is shipped. Customer may change your order, provided that your order has not yet been processed and shipped. If items have shipped, the normal restock fee of 15% will apply. Please advise LUSI promptly of any changes to be made.
Title & Risk of Loss: LUSI will arrange for shipment of ordered product(s) to the Customer, Free On Board (F.O.B.) point of shipment, meaning title to the product(s) and risk of loss passes to the Customer upon delivery to the carrier. LUSI reserves a purchase money security interest in the product(s) until its receipt of the full amount due, if any Customer agrees to allow LUSI to sign appropriate documents on Customer’s behalf to permit LUSI to protect its purchase money security interest. LUSI will advise Customer of estimated shipping dates, but LUSI will, under no circumstances, be responsible for delays in delivery, and associated damages, due to events beyond its reasonable control, including without limitation, acts of God, acts of federal, state or local government, fire, floods, earthquake, civil disobedience, strikes, lockouts, and freight embargoes.
Failure to Take Delivery: If Customer fails to take delivery of the product(s) without reasonable cause, then without prejudice to any other right or remedy available to LUSI, LUSI may store the product(s) until actual delivery and charge Customer reasonable costs (including insurance) of storage; or sell the product(s) at the best readily obtainable price and, after deducting all reasonable storage and incidental expenses, charge Customer for any excess over the price Customer agreed to pay for the product(s) or charge Customer for any shortfall below the price Customer agreed to pay for the product(s).
Returns: Merchandise is not returnable without the written consent of LUSI. Requests for permission to return Merchandise must be made within thirty days after receipt of shipment. LUSI will assign an authorized number for approved returns which must appear on both the customer’s shipping container and the related debit memo. Only current items in their original packaging are subject to return. All unauthorized returns will be sent back to Customer at Customer’s expense. Return shipments must be prepaid and shipped in accordance with the instructions set forth on a return authorization form. Credit will be issued, less any transportation charges and service charges, unless the product is deemed to have been defective, in order to cover handling, inspection, counting, repacking and related costs.
Indemnification for Taxes, Fees and Related Charges: Customer will pay for, and will indemnify and hold LUSI and its affiliates harmless from any applicable sales, use, transaction, excise or similar taxes, and any federal, state or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of or otherwise associated with the sale of the products. Customer must claim any exemption from such taxes, fees or charges at the time of purchase and provide LUSI with the necessary supporting documentation.
Warranties: Customer understands that LUSI is not the manufacturer of any products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not LUSI or any affiliates. In purchasing the products, Customer is relying on the manufacturer’s specifications only and is not relying on any statements, specifications, photographs or other illustrations representing the products that may be provided by LUSI or any affiliates. LUSI AND ANY AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF TITLE, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY MANUFACTURER’S WARRANTY. Customer expressly waives any claim that it may have against LUSI or any affiliates based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property rights (each a “Claim”) with respect to any product and also waives any right to indemnification from LUSI or any affiliates against any such Claim made against Customer by a third party. Customer acknowledges that no employee of LUSI or any affiliates is authorized to make any representation or warranty on behalf of LUSI or any affiliates.
LUSI makes no warranties to the Customer and the Customer hereby acknowledges that LUSI makes no warranties in regard to the applicability of all laws and regulations affecting, without limitation the manufacture, performance, sale, packaging and labeling of products which are in force within the Customer’s territory.
Pricing Information: Availability Disclaimer: LUSI reserves the right to make adjustments to pricing for products for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes, supplier price changes, and
errors in advertisements. All orders are subject to product availability; LUSI cannot guarantee that it will be able to fulfill Customer’s orders.
Shipping Policy: LUSI and it’s vendors carefully inspect all shipments. Customer is responsible for inspecting shipments upon delivery prior to signing the release.
Product Listings: LUSI strives to be as accurate in its product descriptions, compatibility references, information content, pricing, links and any other product information contained in or referenced on its site. However, LUSI cannot guarantee the accuracy of all product descriptions, specifications, pricing or any other content on the site. In the event that a product is listed at an incorrect price due to typographical, informational, technical or any other error, LUSI at its sole discretion shall have the right to refuse or cancel any order for that product and shall immediately amend, correct or remove the inaccurate information. Moreover, all links on LUSI’s website are intended only to provide visitors with assistance in finding additional information and are not intended as endorsements or adoption of the information and opinions expresses by third parties therein; due to changes within the industry, and the personal subjective experiences of individual users, reviews can become outdated or less accurate over time or even at inception and should therefore not be relied on as the sole determinate in a purchasing decision or as a substitute for one’s own product research. Customer is ultimately responsible for any purchase decision.
Links: The website contains links to other sites. LUSI is not responsible for the content or privacy practices of such other sites. Users are advised to read the privacy statement of any other site that collects personally identifiable information whenever they leave the LUSI site.
LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, SHALL LUSI, ITS AFFILIATES, ITS SUPPLIERS, ITS AFFILIATES’ SUPPLIERS, SUBCONTRACTORS OR AGENTS BE LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS, REVENUES OR SAVINGS, EVEN IF LUSI HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR EVEN IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH CASE, WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY; (B) ANY CLAIMS, DEMANDS OR ACTIONS AGAINST A CUSTOMER BY ANY THIRD PARTY; (C) ANY LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH A CUSTOMER’S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY LUSI OR ANY AFFILIATES BASED ON, RESULTING FROM, ARISING OUT OF OR OTHERWISE RELATED TO THE PRODUCTS; OR (D) ANY UNAVAILABILITY OF THE PRODUCT. IN THE EVENT OF ANY LIABILITY INCURRED BY LUSI OR ANY OF ITS AFFILIATES, THE ENTIRE LIABILITY OF LUSI AND ANY AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE LESSER OF: (A) THE DOLLAR AMOUNT PAID BY THE CUSTOMER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM; OR (B) $50,000.00.
Governing Law and Jurisdiction: Any dispute arising out of or related to these terms and conditions or any sales transaction between LUSI and Customer shall be governed by the laws of the State of California, without regard to its conflicts of law rules. Specifically, the United Nations Convention on the International Sale of Goods shall not govern the validity, interpretation, and performance of this
agreement. LUSI AND CUSTOMER CONSENT TO THE EXCLUSIVE JURISDICTION AND THE VENUE OF THE STATE COURTS OF THE STATE OF CALIFORNIA TO RESOLVE ANY DISPUTE BETWEEN THEM RELATED HERETO, AND THE PARTIES WAIVE ALL RIGHTS TO CONTEST THIS EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS. Finally, the Customer also agrees not to bring any legal action, based upon any legal theory including contract, tort, equity or otherwise, against LUSI that is more than one year after the date of the applicable invoice, purchase order or transaction.
Severability: If any provision contained in these terms and conditions becomes invalid or unenforceable in whole or in part, such invalidity or unenforceability shall not affect the remaining terms and conditions, and the invalid or unenforceable provision shall be deemed modified so as to have the most similar result that is valid and enforceable under applicable California law.
Waiver: The failure of either party to require performance by the other party of any provision of these terms and conditions shall not affect in any way the first party’s right to require such performance at any time thereafter. Any waiver by either party of a breach of any provision of these terms and conditions shall not be taken or held by the other party to be a continuing waiver of that provision unless such waiver is made in writing.
Entire Agreement: These terms and conditions, together with any LUSI-drafted invoice or purchase order respecting the products ordered by Customer, are the complete and exclusive agreement between LUSI and Customer, and they supersede all prior or contemporaneous proposals, oral or written, understandings, representations, conditions, warranties, and all other communications between LUSI and Customer relating to the subject products. This agreement may not be explained or supplemented by any prior course of dealings or trade by custom or usage.