DMA Standard Terms and conditions of Sale.

 

 

 

DIGTAL MEDIA AUTOMATION. STANDARD TERMS & CONDITIONS OF SALE

This document describes the scope of work, payments, terms and conditions of the services / equipment to be provided by Digital media Automation , ( hereafter DMA ) to a specific client ( hereafter Client ).

1.0 Scope of Services

1.1 The DMA equipment will be configured from documentation and information provided by the Client. DMA will note but notbe responsible to analyze the existing conditions and equipment the Client will be using or equipment provided by other vendors. If on site or other consultation is required the terms and conditions of consultation shall apply. DMA will provide technical support and guidance to the Client’s technical leader as they (DMA) deem appropriate. All other consulting will require a separate agreement.

1.2 DMA will interface with the Client’s technical leader / installation team to instruct on a phased installation of all the equipment to facilitate testing and commissioning. A 30 day system evaluation will be provided after commissioning. A further (4) hours of on-line (telephonic) technical assistance will be provided after commissioning. All other technical support will only be provided if a consulting agreement is in place. Should DMA be consulted on presumed DMA problems beyond the above mentioned support, this time will be billable if it is found to be a Client related or Client soluble problem.

2. 0 Scope of Services Excludes

2.1 Expressly excluded is any responsibility / or downtime or problems encountered during the installation and commissioning period or thereafter. DMA also does not accept responsibility for equipment or installation work supplied and / or executed by others. Where DMA supplies other manufacturers proprietary equipment or modules / accessories as a part of the contract those items will be subject to terms, conditions and warranties provided by such manufacturer and no warranty is provided by DMA related to such equipment, modules or accessories. Unless otherwise agreed to in writing, the customer will take delivery of such equipment, uncrate and install it according to manufacturer instructions.

2.2 All equipment / interfacing other than detailed on the quotation breakdown.

2.3 All wiring, other feeds and installation of equipment including DMA equipment. Wiring and piping of DMA equipment is by others unless otherwise arranged. Commissioning of full systems only will be done by DMA. Unless otherwise arranged, no commissioning is included with smaller item stand-alone units.

2.4 Any responsibility related to equipment supplied / installed by others.

3. 0 Costs / Payment / Limited Warranty

3.1 On DMA systems, equipment and services a deposit / retainer of 25% is required with the order. A further 50% payment is due prior to shipment. The remaining 25 % is due either after 30 days of shipment or directly on commissioning, whichever is earlier. International clients shall arrange for, and deliver proof of, irrevocable letter(s) of credit, leases or other acceptable means of financial transfer. For this type of financing, final payment for international shipments shall be on shipment and local transactions shall be on commissioning. During the 30 day trial period the Client can return all the DMA systems and equipment with the exception of the installation and commissioning expenses, special customization, the shipping charges to and from San Diego and any travel and per diem expenses. Extended evaluation periods and procrastination of due payments after date of delivery are not permissible. This return guarantee only applies if the DMA system / product can not be brought to meet the claimed DMA specifications. Should the product / system performance be challenged, DMA costs will be charged as for consultation. All buy-out or other manufacturer equipment, services and accessories require a 75% deposit with order and 25 % upon shipment. This OEM equipment, services or accessories is not covered by the 30 day guarantee mentioned above.

DMA systems / components are covered by a limited to a one (1) year parts and labor warranty which ceases validity if payments are delinquent. This warranty excludes wear and tear parts such as, but not limited to, belts bearings suction cups dampers etc. Any equipment under warranty is required to be sent to DMA premises for repair or replacement. In the event of large items which are impractical to send to DMA, it is the Client’s responsibility to report with competence, accuracy and sufficient detail so that DMA can diagnose and advise and if necessary ship the client replacement parts / components. If deemed necessary by DMA, this report should be in writing. Should the Client not be in a position to accomplish these tasks, the resulting expenses will be treated as consultation and be billed to the Client.

3.3 Modules within systems, such as recording decks, electric motors and pneumatics carry their own warrantee from the original manufacturer and this replaces the DMA warrantee.

3.4 The warranty does not cover consumables and fair wear and tear.

3.5 Any trade, settlement or other discounts as may be allowed for whatever reason, will only apply if payments are made promptly in terms of this agreement. Delinquent payments will result in the loss of such discounts allowed. The warranty, at DMA’s discretion, becomes void through client modifications or misuse. This limited warranty is in lieu of all other warranties, express or implied. Equipment performance warranty tolerance is 12%.

Delivery

Delivery is determined from receipt of order, down payment and contractual finalization. Delivery is usually from 8 to 10 weeks. All technical, financial and contractual details to be finalized to constitute the commencement of an order. Any delay in finalizing these details may involve postponement of the delivery date. All orders are accepted to directly reflect an official DMA offer, invoice or pro-forma invoice in description, quantity, price, extent and conditions. The delivery date is that given by DMA to the shipper on which the shipment will be ready for collection.

5. 0 Reimbursable Expenses

5.1 Any traveling/consulting services not included specifically in this agreement will be reimbursed at cost.

6. 0 Additional Consultation / Services

6.1 Any additional services which may be required as a result of the Client's request or changes in this agreement scope and which are outside the control of DMA, will be billed on a time and materials basis at a rate of $100.00 / hour for Senior Engineer and $80.00/hour for other engineers. Installer/labor rates will be quoted as required.

7. 0 The Client's Responsibilities

Provide full documentation of other equipment being used and / or intended to be used. Sketch or photograph with full dimensions and position of other equipment. Planning and coordinating of the installation and / or re-wiring of equipment including items supplied by DMA. This aspect can be provided by DMA, if requested, for an additional fee.

Allowing access as well as planning phased installation procedures to allow for testing and commissioning.

Note: DMA will not take responsibility for installation and commissioning for extended periods.

Appoint a technical person for DMA leason and training and supply sufficiently competent personnel for operation and maintenance of DMA products. DMA can not get involved with the operations personnel for extended periods of training. If this is required, it shall be a separate consultation agreement.

Supplying sufficient product for two days running during commissioning.

7.6 Shipping. All DMA products are FOB San Diego .

8. 0 General Terms of Agreement

Payment for the system is due on delivery. A pro forma invoice can be issued when required. Payment terms will be strictly applied and no responsibility or loss related to nonpayment or late payment will vest with DMA. If a contract / item is canceled prior to delivery, without DMA default, DMA is entitled to 25% of the non discounted contract / item value.

8.3 Payment, including Reimbursable Expenses, are due and payable within ten 10 days of date of invoice or milestone period. DMA reserves the right to charge a service fee of 1.5% per month or the highest amount permissible by law on all accounts not paid within thirty (30) days of due date and until the account is paid in full. If discounts by DMA have been given, these discounts are withdrawn on payment delinquency and the full list price shall apply. Any costs related to the collection of amounts due, including reasonable attorney's fees, shall be added to the cost of invoice and be collectable. Prior to full payment the equipment shall not form part of the client’s tools of the trade. DMA shall have the right to remove equipment if any payment, including payment for extra work, is not made as agreed under this contract. In the event of such non-payment, DMA may refuse to perform further contractual requirements until all payments are received. DMA will retain full ownership until goods are paid for in full.

8.4 Arbitration: Any controversy arising out of the rendition of services referred to in this contract or regarding interpretation of this contract shall be subject to arbitration / court in San Diego . If any party refuses or neglects to appear at or to participate in arbitration / court proceedings, the arbitration / court is empowered to decide the controversy in accordance with whatever evidence is presented by the participating party or parties. The arbitrators are authorized to award any party or parties such financial sums and binding resolutions as they deem proper including time, expenses, and expenses of arbitration including attorney’s fees.

8.5 The Client and DMA are aware of the risks, rewards and benefits of the project and have allocated the risks such that the Client agrees to hold harmless and indemnify DMA, its agents, employees and officers from and against any and all claims arising out of the products supplied and services performed by DMA, except where such loss, injury, damage, liability, cost, expenses or claims are the result of the sole negligence or willful misconduct of DMA, its' agents, employees or officers. Liability is specifically excluded for the acts of any Sales Organization who is deemed to be an independent operator / trader.

8.6 Integration Clause: Client acknowledges that this agreement supersedes all written or oral agreements, if any, between parties and that this agreement constitutes the entire and only agreement pertaining to the work to be performed hereunder. No orders can be accepted which are not covered by these standard terms and conditions of sale. This agreement, the standard terms and conditions of sale, can only be amended by an agreement in writing signed by both parties. This agreement is solely between seller and purchaser and excludes third parties from any rights and / or recourses.

8.8 DMA has the right to withhold all forms of support while any payments are delinquent.

8.9 DMA has the right to cancel this agreement without recourse and return deposits already received.

9. 0 Non disclosure Agreement

The equipment designed and manufactured by DMA contains proprietary knowledge. In order to safeguard DMA, the client thus warrants that this proprietary knowledge will in no way or form be used competitively against DMA or divulged to any third parties.

END OF DMA STANDARD TERMS AND CONDITIONS.

Digital Media Automation.

Applied innovation Technologies Inc.

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