Terms & Conditions
LUGBUG, LLC
TERMS AND CONDITIONS OF SALE
1. GENERAL. These Terms and Conditions of Sale and the non-conflicting provisions in LugBug’s quotation, if any, and acknowledgment or invoice from LugBug (collectively, the “Agreement”) govern in all respects all sales of any product (“Product”) from LugBug, Inc. (“LugBug”) to the purchaser (“Buyer”). No terms stated by Buyer in any purchase order, acceptance or acknowledgement will become part of the Agreement unless expressly agreed to and accepted by LugBug in writing and LugBug hereby rejects any additional or different terms. The Agreement constitutes the complete and exclusive statement of the agreement between the parties and supersedes all proposals, oral, written, or electronic and all other communications between the parties relating to the subject matter of the Agreement. LugBug’s quotations are offers that may only be accepted in full. All typographical or clerical errors made by LugBug in any quotation, acknowledgment or publication are subject to correction.
2. FEES AND PAYMENT. Fees for Product will be specified on LugBug’s invoice. All prices are valid for 30 days from quotation, unless otherwise specified. Fees are exclusive of all shipping and handling charges, duties, tariffs, value added taxes, sales taxes, use taxes, or assessments levied by any federal, state, municipal or other government authority that may be owed by Buyer as a result of the purchase of Product, or other charges which may be imposed upon the sale or use of Product so that LugBug receives the full amount of fees payable without reduction for any such taxes or other fees or charges. Such charges paid by LugBug will be for Buyer’s account. Any claim for exemption from such charges must be plainly designated on the face of the order and accompanied by all required exemption certificates. Unless specifically stipulated on an invoice or otherwise agreed to in writing by the parties, fees are in U.S. Dollars and are due upon Buyer’s receipt of the invoice, without right to deductions or set-off. LugBug may require payment to be made C.O.D. or via irrevocable letter of credit in favor of, and acceptable to, LugBug, established at Buyer’s expense, or require Buyer to provide further assurance of payment satisfactory to LugBug. If payment is not made when due, LugBug may suspend all future delivery or other performance with respect to Buyer without liability or penalty and, in addition to all other sums payable under the Agreement, Buyer shall pay to LugBug (a) the reasonable costs and expenses incurred by LugBug in connection with all actions taken to enforce collection or to preserve and protect LugBug’s rights hereunder, whether by legal proceedings or otherwise, including without limitation reasonable attorneys’ fees, court costs and other expenses, and (b) interest on all amounts unpaid after 30 days charged at the lesser of (i) the rate of 1.5% per month (18% annum) or (ii) the highest rate permitted by law.
3. SHIPMENT; DELIVERY; FORCE MAJEURE. Unless otherwise agreed to in writing by the parties, shipment and delivery of Product are EXW LugBug’s place of manufacture (Incoterms® 2010). Risk of loss and title are transferred to Buyer at LugBug’s place of manufacture. All shipment, insurance or similar charges for delivery of Product shall be borne by Buyer and must be prepaid prior to shipment unless otherwise agreed in writing by LugBug. All claims for loss or damage in transit or for non-delivery shall be made by Buyer against the carrier. At LugBug’s option, Product may be shipped in advance of the requested shipment date or in installments. Any claims against LugBug for shortages by it in making shipments must be made in writing to LugBug within five days after receipt of shipment and any claims for shortages occurring thereafter must be made by Buyer to the carrier. All delivery information (including time for shipment) is approximate. LugBug’s sole responsibility is to use reasonable commercial efforts to meet specified shipment dates. Buyer expressly absolves LugBug from any liability for any loss or damage resulting from a failure to deliver or delays in delivery caused by any conditions related to, or caused by, labor dispute, fire, flood, governmental act or regulation, riot, inability to obtain supplies or shipping space, plant breakdown, power failure, delay or interruption of carriers, accidents, acts of God, acts or omissions of Buyer, or other causes beyond LugBug’s reasonable control.
4. CANCELLATION; FAILURE TO TAKE DELIVERY. The Agreement, in whole or in part, cannot be canceled or postponed by Buyer except with LugBug’s prior written consent and upon terms that will indemnify LugBug against loss. If Buyer delays, fails, or refuses to take delivery of Product or indicates its intention to do so, then Product will be deemed to have been delivered when LugBug was willing and able to so deliver. If shipment of Product is postponed or delayed by Buyer, Buyer shall reimburse LugBug for any and all reasonable additional expenses, including but not limited to storage and transportation, resulting therefrom. In the event of approval of a return request, (a) any applicable packing, shipping, and delivery costs will be at Buyer’s expense and (b) all returns must be shipped freight prepaid at Buyer’s expense.
5. LIMITED WARRANTY; REMEDY; WARRANTY DISCLAIMERS.
5.1 Limited Product Warranty. LugBug warrants to Buyer that all Product will be free from defects in material and workmanship, and will conform to LugBug specifications (or to Buyer’s specifications if agreed to by both parties in writing) for a period of one year from date of shipment, provided that: LugBug is promptly notified (within the warranty period) of any warranty claim; Defective or non-conforming Product is returned to LugBug, freight prepaid, after Buyer has provided acceptable documentation, such as PO number, and received a return merchandise authorization number from LugBug; and LugBug’s examination of the items discloses to its reasonable satisfaction that the claimed Product defect or nonconformity was not caused by abuse, improper handling, installation, unauthorized repair, alteration or accident. Modification of Product by anyone other than LugBug will invalidate the warranty.
5.2 Warranty Exclusions. LugBug’s Product warranty does not apply to Product, including without limitation components, parts, and materials, that (a) are not manufactured by LugBug; (b) have been subjected to: (i) prolonged exposure to extremes of temperature, (ii) accident or disaster, (iii) abuse or misuse, (iv) failure of Buyer to follow LugBug’s operating instructions and Product documentation, (v) modification or repair by persons other than LugBug, or (vi) use for purposes other than as specified in Product documentation or most recent published operating instructions; or (c) are not properly stored, installed, maintained, or operated under normal conditions and in accordance with LugBug’s recommendations. LugBug's warranty is void and of no effect if the defect has arisen from damages occurring to Product subsequent to delivery. LugBug’s warranty does not include: routine maintenance; repair of damage due to other than normal wear; any maintenance of accessories, attachments, or other devices not furnished by LugBug.
5.3 Remedy. All warranty claims must be brought within the warranty period. Buyer’s sole and exclusive remedy, and LugBug’s only obligation for breach of this Product warranty, shall be, at LugBug’s option in its sole discretion, to either (a) repair or replace defective Product at LugBug’s expense using new or refurbished parts, or (b) return such defective or nonconforming Product to LugBug and issue a credit to Buyer in the amount of the unit cost of the defective Product. This remedy is conditioned upon notification and substantiation as may be required by LugBug that such Product has been stored, installed, maintained, and operated in accordance with LugBug's recommendations. All warranty claims for Product against LugBug must be brought within the applicable warranty period. Items repaired or replaced under warranty are warranted only for the remainder of the original warranty period.
5.4 Disclaimers. THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE IN LIEU OF, AND LUGBUG AND ITS SUPPLIERS DISCLAIM ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO PRODUCT OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT LUGBUG HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. IN ADDITION, LUGBUG AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN BUYER WITH RESPECT TO PRODUCT OR ANY PART THEREOF. Except for LugBug’s express warranties under this Section 5, Buyer assumes all other responsibility for any loss, damage, or injury to persons or property arising out of, connected with, or resulting from the use or installation of Products, either alone or in combination with other products or components, and shall indemnify, defend, and hold LugBug harmless for any such loss, damage or injury.
6. PRODUCT SUITABILITY. Because local safety standards and regulations vary significantly, LugBug cannot guarantee that Product meets all applicable requirements in each jurisdiction. Buyer assumes responsibility for compliance with the safety standards and regulations in the localities in which Product will be shipped, sold and used.
7. EXPORT COMPLIANCE. Customer shall comply with and refrain from exporting or re-exporting Product in violation of United States’ laws regarding trade restrictions and embargoes, as such laws may be amended from time to time.
8. LIMITATION OF LIABILITY; TIME FOR CLAIMS; INDEMNIFICATION. LugBug is not liable for incidental, special, indirect, consequential or other similar damages, including but not limited to loss of profit or revenues, damage for loss of use of Product, damage to property, or claims of third parties, including personal injury or death on account of use of Product or failure of LugBug to adequately warn against, or instruct on, the dangers of Product or the safe and proper use of Product, whether or not LugBug has been advised of the potential for such damages. LugBug’s total liability under the Agreement from any cause (except liability from personal injury caused by LugBug’s gross negligence), whether arising under contract, warranty, tort (including negligence), strict liability, product liability or any other theory of liability, is limited to the lesser of Buyer’s actual damages or the price paid to LugBug for the specific Product that is the subject of Buyer’s claim. All claims against LugBug must be brought within one year after the cause of action arises, and Buyer expressly waives any longer statute of limitations. Buyer shall defend, indemnify, and hold LugBug and its officers, directors, agents, representatives, employees, suppliers, and affiliates harmless from any and all sums, claims, costs, duties, suits, actions, losses, damages, legal fees, obligations, liabilities, and liens arising out of (a) Buyer’s purchase, use, possession, ownership, operation, transfer, export, transportation or disposal of Product, (b) Buyer’s violation or alleged violation of any foreign, federal, state, county or local laws or regulation, including without limitation, the laws and regulations governing product safety and labor practices, and (c) Buyer’s breach of the Agreement.
9. INTELLECTUAL PROPERTY. All designs (including drawings, plans and specifications), estimates, prices, notes, electronic data and other documents or information prepared or disclosed by LugBug in connection with Product sold under the Agreement remain LugBug’s exclusive property. Buyer shall not disclose any such material to third parties without LugBug’s prior written consent.
10. MISCELLANEOUS. The Agreement will be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to its conflicts of law doctrines. The jurisdiction and venue for all actions arising out of the Agreement, including any amendments or changes thereto, is exclusively in the federal or state courts having jurisdiction in New Castle County, Delaware, U.S.A. and Buyer agrees to submit to such jurisdiction and venue. LugBug’s rights and remedies under the Agreement are cumulative and in addition to any other rights or remedies provided by law or equity. The Agreement is binding upon and inures to the benefit of the parties to the Agreement and their respective successors, permitted assigns and transferees. Nothing in the Agreement confers upon any person other than LugBug and Buyer any right or remedy under or by reason of the Agreement. LugBug's failure to insist on strict performance of the Agreement or to enforce a default upon the occurrence of any single, repeated, or continuing violation of any particular term or condition of the Agreement, shall not be considered a waiver of LugBug's right to insist on strict performance of the Agreement or to enforce a default with respect to the violation of any other term or condition or, at any later time or upon any subsequent occurrence, with respect to that particular term or condition. If any of the provisions of the Agreement are held to be invalid, illegal, or unenforceable, then that provision will be ineffective only to the extent of its invalidity and the unaffected provisions of the Agreement will be unimpaired, and remain in full force and effect. Each party’s obligations that by their nature are intended to survive beyond the termination, cancellation or expiration of the Agreement will survive.
11. CONTACT US : 480 454 8411
