SALES ORDER TERMS AND CONDITIONS
1.
Agreement. Séura, Inc. (“Séura”) agrees to provide, sell, and convey to
Purchaser, the products and services described on the opposite side hereof (collectively,
the “Products and Services” and individually, the “Products” and the “Services”), only upon
the terms and conditions of sale set forth herein (the “Terms and Conditions”) which,
accordingly, supercede any of Purchaser’s additional, different, or prior inconsistent terms
or conditions. Séura will not be bound by any terms of Purchaser’s order, contract, or other
documentation that are inconsistent with the terms herein. If Purchaser accepts delivery of
the Products and Services, these Terms and Conditions shall be deemed accepted by
Purchaser. Failure of Séura to object to any terms, conditions, or provisions contained in
any purchase order or other communication from Purchaser, shall not be construed as an
acceptance of any such terms, conditions, or provisions or as a waiver of these Terms and
Conditions.
2.
Payment, Terms, and Prices. Payment from Purchaser to Séura is due and
payable as set forth on the opposite hereof. All prices and amounts quoted in this
Agreement, as defined below, are quoted in U.S. dollars. Late payments shall accrue
interest at the rate of eighteen percent (18%) per annum, on any outstanding balance. If
Séura institutes legal action to recover payment not made when due, Purchaser agrees to
pay all Séura’s costs of collection, including reasonable attorneys’ fees. All orders are
F.O.B. Green Bay, Wisconsin unless otherwise specifically specified on the opposite side
hereof. After the period specified on the opposite side hereof (the “Effective Date”), the
prices quoted for the Products and Services are subject to adjustment at Séura’s sole
discretion. Any changes in specifications and/or design requested by Purchaser after the
Effective Date shall, at the option of Séura, result in an additional charge to Purchaser.
Except as specifically set forth on the opposite side hereof, the price for the Products and
Services does not include onsite mounting, assembly, or installation.
Purchaser
acknowledges that Séura is not responsible for compliance with, and Séura makes no
warranties or representations relative to any building, construction, or other local
regulations, ordinances, or installation requirements.
3.
Taxes and Fees. Except as specifically set forth on the opposite side hereof,
any manufacturer’s, retailer’s, occupation, use, sales, or excise tax, duty, custom, tax, fee,
brokerage fee, or charge of any nature imposed by any governmental authority, domestic or
international, on or measured by any transaction between Séura and Purchaser, shall be
paid by Purchaser, or if paid by Séura, then reimbursed by Purchaser in addition to the
contract price as quoted or invoiced.
4.
Date of Shipment of Products and Provisions of Services. Delivery of the
Products shall be as set forth on the opposite side hereof (the “Shipment Date”), except as
provided below. The Shipment Date is defined as being dependent upon the latter of: (a)
the date of receipt of the signed Sales Order; (b) the date of Séura’s receipt of a down
payment, or prepayment if applicable; or (c) the date of Séura’s receipt of signed sales
drawings. Séura will use reasonable efforts to cause the Products to be delivered in a timely
manner; provided, however, that Séura cannot and does not guarantee delivery of the
Products on any specific date. Séura shall not be liable to Purchaser, or to any third party,
for any costs, expenses, or damages of any nature, whether general, consequential,
liquidated, as a penalty or otherwise, arising out of or owing to any delays in delivery of the
Products or provision of the Services due to circumstances beyond Séura’s reasonable
control, including, but not limited to, strikes or labor difficulties, acts or omissions of any
governmental authority, Purchaser or any third party accident, insurrection, terrorism, riot,
fires, floods, breakdowns of essential equipment, embargos, shortages, delays in
transportation, or Séura’s inability to obtain labor, services, energy, fuels or materials from
its usual sources. In the event of any such delay, the Shipment Date and the time for the
provision of the Services shall be extended for a period of time equal to the time loss by
reason of said delay. If the Shipment Date is delayed or postponed by any act or omission
of Purchaser, and whether said delay or postponement is all or partially the result of an act
or omission of Purchaser, then Purchaser shall be responsible for and shall pay to Séura,
prior to delivery of the Product to Purchaser, all of Séura’s costs and expenses arising out
of or related to such delay or postponement, including but not limited to demobilization,
storage, remobilization and insurance costs and expenses.
5.
Means of Delivery. Except as specifically set forth on the opposite side hereof,
all costs and expenses of shipping the Products to Purchaser shall be at Purchaser’s
expense and all such costs and expenses of shipping shall be for single shipments of the
Products. Multiple shipments, or a series of related shipments, will result in additional
shipping costs and expenses. Delivery shall be F.O.B. Séura’s loading dock, Green Bay,
Wisconsin Delivery shall be F.O.B. Séura’s loading dock, Green Bay, Wisconsin, or such
other shipping point agreed to, in writing, by Séura. Purchaser shall carry insurance against
all loss or damage to the Products. From the moment at which Séura delivers the Products
to the shipper, all responsibility for loss, and all costs and expenses of shipping, unloading,
including unloading at a residential site, storage, including storage necessitated by delays in
or refusal to accept delivery, and delivery of the Products, shall pass to Purchaser.
Confiscation of or destruction of, or damage to the Products, shall not release, reduce, or in
any way effect Purchaser’s obligations or liabilities with respect to payment of the purchase
price for the Products. Purchaser agrees to unload the Products from the shipper’s vehicle
and, if necessary, Purchaser agrees to deliver the Products to a safe and secure storage
area, at Purchaser’s expense, prior to delivery of the Products to the site at which the
Products shall be installed or performed. Prior to shipping, Séura shall provide notice to
Purchaser that the Products are to be delivered to the shipper. Purchaser shall be
responsible for and shall pay Séura’s fuel surcharge, or additional similar charges, in effect
from time to time, relative to the cost of shipping the Products as contemplated herein.
Séura reserves the right to ship the Products to Purchaser’s place of business on record
with Séura
6.
Inspection and Acceptance. Purchaser shall have the right to inspect the
Products upon delivery. Notwithstanding anything contained herein to the contrary, any
damage to the Products, alleged by Purchaser to have been caused while in the
possession of the shipper, shall be noted, in writing, on the shipper’s Bill of Lading. Failure
of such shipping related damage to be noted, in writing, on the shipper’s Bill of Lading, shall
render any claim of Purchaser as to damage or destruction of the Products during shipping,
null and void. Failure of Purchaser to inspect the Products and give written notice to Séura
of any alleged defect or non-conformity, with respect to the Products, within ten (10) days
after delivery shall constitute an irrevocable acceptance by Purchaser of the Products
delivered. Use of any Products by Purchaser, its agents, employees, or licensees, for any
purpose after delivery thereof, shall also constitute irrevocable acceptance of the Products
by Purchaser.
7.
Alterations/Cancelled Orders. If, after acceptance by Séura, Purchaser alters
or cancels the Products and Services to be provided by Séura, Purchaser, upon Séura’s
demand, will reimburse Séura for all reasonable costs and expenses incurred by Séura as a
result of such alteration or cancellation. Said reasonable costs and expenses shall be due
and payable by Purchaser to Séura in accordance with Séura’s standard billing processes
and procedures as are in effect from time to time.
8.
Product Returns. As a condition of Séura’s acceptance of a returned Product,
for any reason, Purchaser must obtain from Séura, a Returned Goods Authorization
Number (the “Authorization Number”) before returning any Product to Séura. An
Authorization Number may be obtained from Séura at the address and telephone number
on the opposite side hereof. Products returned to Séura by Purchaser without an
Authorization Number will not be accepted and Purchaser shall receive no credit for such
return. No credit or debit memos will be issued in Purchaser’s favor until after Séura has
Revision: AUG2015TERMS
received and inspected the returned Products. Returned Products shall be subject to a twentyfive percent (25%) restocking charge, plus the cost of all freight and other expenses, of any kind,
relative to the returned Products. Custom Products and custom orders, frames, beveling services,
and other special Products and orders are not returnable to Séura. Authorization Numbers will
not be issued for Products after thirty (30) days from the date the Products were originally
delivered to the shipper by Séura, unless otherwise agreed to by Séura, in writing.
9.
Drawings and Specifications. All sketches, copy, pre-production samples, mockups, and all other creative work developed or furnished by Séura (“Creative Work”) shall at all
times material hereto remain the sole and exclusive property of Séura. Creative Work may not be
used by Purchaser for any purpose other than the design and approval of the Products and
Services to be provided or performed by Séura. Purchaser shall, upon demand, return all
Creative Work to Séura.
10. Product Resales. Purchaser warrants and represents that the Products are being
purchased by Purchaser for direct installation for the benefit of end users, or for direct sale to end
users, general contractors, subcontractors, authorized resellers, or similar other individuals or
entities agreed to in writing by Séura. The Products being purchased by Purchaser shall not be
resold to unauthorized resellers such as Internet Retailers. Purchaser’s resale of any Product, in
violation of Purchaser’s warranty and representation, set forth above, shall void any and all
warranties extended by Séura to Purchaser, or Purchaser’s buyer, unless specifically approved, in
writing, by Séura, prior to said resale.
11. Permits and Licenses. Purchaser shall be responsible for the procurement of any
and all necessary construction or use permits relative to the installation of the Products and
provision of the Services. If Purchaser fails to procure such permits, Purchaser shall indemnify
and hold Séura harmless against any and all civil and/or criminal liabilities arising out of or
because of Purchaser’s failure to procure such permits.
12.
WARRANTIES. If a Séura, Inc. (“Séura”) product (the “Product”) fails to work or
operate properly because of a defect in materials or workmanship, Séura will, for the length of the
period indicated below (starting on the date of the customer’s purchase receipt for the Product), at
its option, either (a) repair the Product with new or refurbished parts onsite or at Séura’s factory,
including Séura’s labor if applicable; or (b) replace the Product with a new or refurbished product.
The decision to repair or replace the Product shall be in Séura’s sole discretion. Séura warrants
Lighted Mirrors with respect to Séura’s Labor for three (3) years; Mirror, Glass, Structure, Frame,
and Assembly for three (3) years; Electrical for five (5) years; LED light strips for five (5) years.
Fluorescent Lamps are not warranted. Séura warrants TV Mirrors with respect to Séura’s Labor
for three (3) years; Mirror, Glass, Structure, Frame, and Assembly for three (3) years; TV including
remote and power supply for one (1) year. Séura warrants Lighted TV Mirrors with respect to
Séura’s Labor for three (3) years; Mirror, Glass, Structure, Frame, and Assembly for three (3)
years; TV including remote and power supply for one (1) year; Electrical excluding TV for five (5)
years; LED light strips for five (5) years. Fluorescent Lamps are not warranted. Séura warrants
Indoor Waterproof TVs with respect to Séura’s Labor for three (3) years; Mirror, Glass,
Structure, Frame, and Assembly for three (3) years; TV including remote and power supply for
one (1) year. Séura warrants Outdoor TVs with respect to Séura’s Labor for two (2) years; Glass,
Structure, Frame, and Assembly for two (2) years; TV including remote and power supply for one
(1) year. This Limited Warranty extends only to the original purchaser of a Product and only
covers a Product purchased new. Séura reserves the right to require any warranty claimant to
produce the original purchase receipt or other original purchase date proof as may be reasonably
required by Séura to verify the Product’s warranty eligibility.
Exceptions to Warranty: Séura does not warrant the Products against defects arising out of,
related to, or caused by, whether totally or partially, and whether directly or indirectly, any of the
following: A. Cleaning and maintenance of, or failing to properly clean and maintain, any Product,
part or component of a Product, including, but not limited to, filters, front bezel, and other Product
areas or components; B. A Product’s extended use, including particularly, commercial
applications, where a Product is operating on average more than six (6) hours per day on a
permanent or extended periodic basis; C. Circumstances, damage (including concealed damage)
or other conditions occurring during shipment of a Product or at any time after a Product leaves
Séura’s facility; D. Circumstances, damage or other conditions occurring during unpacking and/or
removal of a Product from its original packaging, including the removal of protective material; E.
Circumstances, damage or other conditions occurring during transport of the Product to or from
Séura before or after authorized service. Products must be packed properly using original
packaging or Séura replacement or pre-authorized packaging. Customer assumes all risk, while in
transit to or from Séura, and shall be responsible for any costs incurred in transporting the
Product. F. Improper, incorrect, or insufficient AC supply voltage to a Product; G. Alterations,
modifications or changes to a Product without Séura’s prior written authorization; H. The
incorporation of a Product into or within a product of a third party, without Séura’s prior written
authorization; I. A Product’s misuse, neglect use, abuse, or improper operation, including the
failure to follow a Product’s normal and ordinary operating instructions; J. The effects of fire, flood,
lightning, electrical surges, water and other liquid infiltration, smoke, and other substances not
intended to come into contact with a Product, including any such substances contact with a
Product as the result of acts of God; K. The improper or faulty installation, setup, or adjustment of
a Product; L. A Product’s repair, attempted repair, or total or partial disassembly by any party
other than a Séura authorized service representative; M. When the product occurs with pixel
errors within the specified and permitted area. For more information about this, inquire directly
with Séura regarding the Séura Pixel Policy. N. Corrosion that does not affect the performance of
a Product or the reasonable cosmetic appearance of a Product; and O. Scratches or other paint or
finish damage to a Product that lead to or are caused by, in part or in total, corrosion. P. When a
Lighted Mirror or Lighted TV Mirror using LEDs retains an overall brightness greater than 70% of
the original brightness, including cases whereas an individual LED fails.
Warranty Disqualifiers. This Limited Warranty does not apply, and Séura makes no warranties or
representations, with respect to any Product being free from defects in materials or workmanship
if the Product was purchased from a seller who is not authorized, by Séura, to sell Séura
products, is owned by or is in possession of an individual or entity who is not the original
purchaser of the Product, or if the Product’s original Séura serial number has been removed,
defaced, replaced, or otherwise tampered with in any manner.
Limitation of Liability. THE SPECIFIC TERMS OF THIS LIMITED WARRANTY ARE IN LIEU OF
ALL OTHER WARRANTIES, ORAL, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR
USE. SÉURA WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR LIABILITY OR ANY
DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR
MISUSE OF A PRODUCT, OR ARISING OUT OF ANY BREACH, BY THE PURCHASER OF A
PRODUCT, OF THIS LIMITED WARRANTY. SOME STATES DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR
LIMITATIONS ON HOW LONG AN IMPLIED LIMITED WARRANTY LASTS, SO THE
EXCLUSIONS MAY NOT APPLY TO A PARTICULAR PURCHASER. NOTWITHSTANDING
ANYTHING CONTAINED IN THIS LIMITED WARRANTY TO THE CONTRARY, SÉURA’S
MAXIMUM LIABILITY TO A PURCHASER RELATED TO ANY WARRANTY CLAIM OR
ALLEGATION OF A DEFECT WITH RESPECT TO A PRODUCT SHALL NOT EXCEED THE
THEN CURRENT SÉURA WHOLESALE PRICE OF THE SPECIFIC PRODUCT FROM WHICH
THE WARRANTY CLAIM DERIVES.
SALES ORDER TERMS AND CONDITIONS
NOTICE OF ANY WARRANTY CLAIM MUST BE RECEIVED BY SÉURA, IN WRITING,
PRIOR TO THE EXPIRATION OF THE APPLICABLE WARRANTY PERIOD SET FORTH
ABOVE. THE PRODUCT WARRANTY APPLIES ONLY FOR THE PERIODS SET FORTH
ABOVE.
Warranty Procedure. A warranty claimant must contact Séura at 920-857-9069 for a
diagnostic. Please have your product receipt available. At that time, Séura will provide
technical support over the phone to attempt to fix the problem. If unsuccessful, a Séura
Representative will determine if the product will be serviced onsite, replaced, or returned to
Séura’s factory in Green Bay, Wisconsin for repair.
• Toll-Free Technical Support: Please call 1-800-957-3872 to speak with a Séura Technical
Support Representative. Séura Representatives are available Monday-Friday, 8:00am4:30pm Central Time.
• Onsite Service: If Technical Support determines the problem may be fixed onsite, a Séura
service agent will be dispatched within 48 hours to service the unit. A Séura representative
will work with the customer to schedule a convenient time for onsite service. Parts may be
sent to the customer’s location. Onsite service is available in the United States during
normal business hours Monday – Friday, unless other special circumstances exist and
special arrangements are made.
• Factory Service: If Technical Support determines the product must be sent back to
Séura’s factory for repair, the customer must follow return instructions below. Séura will
ship the repaired product freight prepaid to the reseller or customer’s address. This
warranty does not cover removal or installation costs of products.
• Advanced Replacement: If Technical Support determines the product must be replaced,
Séura will ship a new product freight prepaid to the reseller or customer’s address. The
customer must follow return instructions below to send the damaged product back to
Séura’s factory. Credit card information will be collected before shipment of the replacement
product. If Séura does not receive the original product back within thirty (30) days of
shipping the replacement product, the credit card on file will be charged at full MSRP. This
warranty does not cover removal or installation costs of products.
Return Instructions. If return is necessary, Séura will issue a return goods authorization
(RGA) number and, if applicable, specific return and shipping instructions. A Product will
only be accepted for warranty claims if returned and shipped to Séura in the Product’s
original packaging materials. If original packaging is not available, please contact Séura to
receive authorized replacement packaging. Packages not bearing the issued returned
goods authorization (RGA) number will not be accepted by Séura and will be returned to
sender. In addition to the Product, the package must include the warranty claimant’s original
sales receipt for the purchase of the Product. All Product returns shall be received by
Séura, at 1230 Ontario Road; Green Bay, WI 54311 with freight prepaid by the warranty
claimant. Séura shall not be responsible for, and the warranty claimant assumes and
retains all such responsibility, any damage or loss to or of the Product during shipment to
Séura as the result of a warranty claim.
Exclusive Remedy. This Limited Warranty sets forth the exclusive remedies of a warranty
claimant with respect to allegations of a defective Product.
13.
Private Label Sales. Purchaser shall at all times material hereto market and
sell the Products under the brand name “Séura” or any other brand name identified by
Séura from time to time. Purchaser shall not label, relabel, market, promote, advertise,
represent, or sell the Products in any manner, shape or form which would give or is
intended to give a reasonable person the impression that the Products are manufactured
and distributed by Purchaser or by any individual or entity other than Séura. If Purchaser
violates any of the terms or conditions of the restrictions set forth in this Section, Séura shall
be entitled to both preliminary and permanent injunctive relief and Purchaser waives any
requirement that Séura post a bond to obtain injunctive relief. Nothing herein shall be
construed to prohibit Séura from availing itself of any other remedy available at law,
including money damages insofar as said money damages can be determined under the
circumstances. In addition to, and not in any way excluding the recovery of, its money
damages, upon the breach by Purchaser of the terms and conditions of this Section, Séura
shall be entitled to recover from Purchaser, all money, compensation or other consideration
received by Purchaser in the transaction or transactions involved in said breach. Purchaser
acknowledges that all remedies available to Séura are cumulative.
14.
Inconsistent Terms. If any of these Terms and Conditions are inconsistent
with any term or condition on the opposite side hereof, then the specific terms or conditions
on the opposite side hereof, shall control, but only to the extent that these Terms and
Conditions are inconsistent with such specific terms or conditions.
15.
Proprietary Rights. The sale of the Products and Services hereunder to
Purchaser shall in no way be deemed to confer upon Purchaser, any right, interest, or
license in any intellectual property relative to the Products and Services. Séura retains for
itself, all proprietary rights in and to all designs, engineering details, and other data and
materials pertaining to any of the Products and Services. Purchaser warrants that it will not
divulge, disclose, or in any way, distribute or make use of such information, and that
Purchaser will not manufacture or engage to have manufactured the Products and
Services.
16.
Attorneys’ Fees and Costs. Purchaser agrees to pay all costs and expenses,
including reasonable attorneys’ fees, incurred by Séura in enforcing this Agreement.
17.
Insolvency. In the event that any proceedings are commenced or a petition is
filed, voluntarily or involuntarily, with respect to the bankruptcy or insolvency of Purchaser,
in any state or federal jurisdiction, or in the event of the appointment of a receiver on behalf
of Purchaser, or a petition requesting that a receiver be appointed on behalf of Purchaser,
or should Purchaser make an assignment for the benefit of its creditors or a receiver, then
Séura may, without notice to Purchaser, be entitled to cancel any or all remaining
obligations it may have relative to this Agreement, which such obligations have not been
performed.
18.
Miscellaneous. These Terms and Conditions, the terms and conditions on the
opposite side hereof, and, if applicable, the terms and conditions of Purchaser’s Liability
Waiver/Indemnification related to this Sales Order, constitute the complete agreement
between Seura and Purchaser (“Agreement”). All other previous communications, either
verbal or written, are hereby withdrawn and annulled. No modification of the Agreement
shall be binding upon either Séura or Purchaser, unless such modification is in writing and
signed by all parties. Any agreement between Séura and Purchaser relating to the
purchase or provision of the Products and Services, shall be governed by and construed
and interpreted in accordance with the laws of the State of Wisconsin, and the sole and
exclusive venues for any action relating to the Products and Services, and this Agreement,
shall be the United States District Court for the Eastern District of Wisconsin, located in
Green Bay, Wisconsin, or in the Circuit Court for Brown County, Wisconsin.
19.
Publicity. Séura shall be permitted to identify Purchaser as a customer of
Séura, to use Purchaser’s name, logo’s, trademarks and similar identifying photographs,
project names, information, marks and symbols for Séura’s promotional purposes, including
displaying Purchaser’s logo on Séura’s web site and to otherwise refer to Purchaser in print
or electronic form for marketing and reference purposes. Purchaser agrees to act, if
requested to do so by Séura, as a reference in regard to future sales proposals of Séura to
potential customers. Purchaser authorizes Séura to issue a press release announcing
Revision: AUG2015TERMS
Purchaser’s purchase of the Products. Purchase shall make the installed Products available to
Séura, at mutually agreeable times, for purposes of Séura’s photographing the installed Products
for Séura’s future promotional purposes and for such other purposes as Séura deems reasonable
or appropriate.