By purchasing this product, you accept and agree to be bound by the terms and provision of this agreement. In addition, when using this product, you shall be subject to any posted guidelines or rules applicable to such services. Any use of the product will constitute acceptance of this agreement.
Advanced Detection Technology, LLC reserves the right to change these conditions from time to time as it sees fit and your continued use of the product will signify your acceptance of any adjustment to these terms. You are therefore advised to re-read this statement on a regular basis.
1. Applicable Conditions and Scope of Application
1.1 Unless otherwise expressly agreed upon in writing by Advanced Detection Technology, LLC, our products and services are exclusively subject to the following General Terms and Conditions of Sale.
1.2 Advanced Detection Technology, LLC expressly rejects any different or additional terms or conditions contained in any documents submitted by Buyer. Advanced Detection Technology, LLC provision of credit, acceptance of any purchase order and/or sale of any goods are expressly made conditional on Buyer’s assent to these terms and conditions.
2. Advice and Information
2.1 Any advice and information given on our products is based on our experience to date. The data, in particular concerning the possibilities of use of our products, are average data only and do not represent an express or implied warranty of any kind.
3. Conclusion and Content of Contract
3.1 Our offers are not binding, unless we include a binding term of validity. A valid and binding contract shall be concluded only upon either our written confirmation of the Buyer's order or, where no such confirmation is given, the delivery of the goods. The contents of the contract shall be determined by our written confirmation, in case of delivery without prior confirmation, our delivery note shall be deemed as being such written confirmation. Oral statements are not binding under any circumstances. Advanced Detection Technology, LLC reserves the right to correct any typographical, clerical and other errors should they occur, in any invoice, quotation or order confirmation.
4. Express Limited Warranty
4.1 Subject to standard manufacturing variations, Advanced Detection Technology, LLC warrants that the goods furnished hereunder shall meet specifications set forth on the face of the applicable sales order confirmation and/or proposal document. ADVANCED DETECTION TECHNOLOGY, LLC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY EXCLUDES ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5. Delivery and Passing of Risk
5.1 All delivery dates are to be regarded as estimates, unless expressly stated in writing in the sales order.
5.2 In case of default or impossibility of performance, we are liable for claims for damages exclusively pursuant to the provisions in clause 9 below.
5.3 In cases of force majeure and in any other case of insufficient performance for which we are not directly responsible, Advanced Detection Technology, LLC shall be entitled to extend the delivery period for the duration of the obstruction and for a reasonable period thereafter to reinstate production. If it is foreseeable that the inability to perform will be of a permanent nature, Advanced Detection Technology, LLC is entitled to refuse the delivery in whole or in part. In that case, the Buyer is not entitled to any damage claims.
5.4 We are entitled to make partial deliveries. Place of performance is always Mooresville, North Carolina. All domestic US shipments are Freight Collect or Prepaid & Add, unless otherwise specified in Advanced Detection Technology’s written quotation. Export shipments are all Ex Works from point of manufacture. Advanced Detection Technology utilizes their own packing lists, bills of lading and forms to prepare materials for shipment. If special or alternate forms are requested or required, there will be an additional charge which will be quoted separately. The Buyer is solely responsible for shipment of products purchased hereunder. By placing an order, you authorize us to act on your behalf to engage a common carrier to deliver your order to you unless your preferred carrier is specified at time of order. Standard terms, conditions and freight allowances by carriers shall prevail on all deliveries. Materials in transit are the responsibility of the Buyer and any claims regarding damaged material are exclusively the Buyer’s responsibility.
5.5 If delivery upon request is agreed upon, the respective requests must be placed within three months after conclusion of the contract, unless otherwise agreed upon in writing. In case the Buyer does not request delivery within the specified time, clause 5.6 shall apply accordingly.
5.6 If the Buyer refuses acceptance of the goods or if shipment is delayed for reasons for which the Buyer is responsible, the risk shall pass when Buyer’s default in acceptance commences. If shipment is delayed more than 30 days, Advanced Detection Technology, LLC will be entitled to invoice in full for any remaining balance of the order, if progress payments were agreed upon, they will become void. Further, any storage costs incurred after the risk has passed shall be payable by the Buyer. Advanced Detection Technology, LLC is entitled to charge a storage fee of 1% of the value of the stored goods per month after the first 30 days. Monthly storage and corresponding invoices will be issued while the goods remain in storage. In addition, if Buyer fails to accept the goods within a period of 90 days, Advanced Detection Technology, LLC is entitled to rescind the contract or claim damages for non-fulfillment.
6. Returned Goods
6.1 No returns or exchanges are given except upon written authorization at Advanced Detection Technology’s sole discretion. Authorized returns will be accepted if unused and returned to us within seven (7) days of prior authorization. Any authorized return must be in new condition, suitable for resale and with all its original parts and in original undamaged packaging and not have been used, installed, modified, rebuilt, reconditioned, repaired, altered or damaged. A 20% restocking charge will be applied to the order, and shipping charges back to our facility must be prepaid. Special orders are not returnable under any conditions.
7. Prices; Payments; Packaging
7.1 Our prices are in US Dollars and include standard packaging in a manner as to prevent damage through normal handling by the shipping method used. Special packaging, if required or requested, will be quoted as a separate item. This will be added to the prices at the rate in force at the time of supply.
7.2 Prices quoted do not include any federal, state or local sales, use, occupation and/or excise taxes, VAT taxes or duties. Buyer will be liable for any such taxes, unless statement of exemption is provided.
7.3 Any shipping expenses shall be borne by the Buyer, unless otherwise agreed upon in writing, at the freight rates, customs tariffs and any further duties applicable at the time of delivery.
7.4 The Buyer is not entitled to make any deductions from amounts due to us due to any counterclaims or to exercise a right of retention, unless the counterclaims or the right of retention have been acknowledged by us in writing or declared valid with final effect in a judicial proceeding.
7.5 Payment shall be made in full prior to shipping product. Upon credit approval, payment of our invoices is due within thirty (30) days from the invoice date. Advanced Detection Technology, LLC uses the industry standard Secure Sockets Layer (SSL) software which is among the best software available today for secure commerce transactions. It encrypts all of personal information, including credit card number, name, and address, so that it cannot be read over the Internet.
7.6 If the Buyer fails to make any payment when due, interest shall accrue on all sums due at the lesser of 1.5% per month or the maximum interest allowed under applicable law.
7.7 All amounts payable to Advanced Detection Technology, LLC become due immediately if the Buyer does not comply with its contractual obligations regardless of the term of any bill of exchange Advanced Detection Technology, LLC may have accepted as conditional payment. In the event of default, bill of exchange protest or suspension of payments, Advanced Detection Technology, LLC is entitled to demand immediate payment of all claims, including claims of circulating bills of exchange, regardless of any due dates agreed upon. This shall also apply in the event that circumstances become known to Advanced Detection Technology, LLC which in Advanced Detection Technology’s opinion make the creditworthiness or the financial standing of the Buyer doubtful, even if these circumstances have existed at the time the order was placed but were not known to Advanced Detection Technology at that time. Notwithstanding any other rights, Advanced Detection Technology, LLC shall be entitled in all above-mentioned cases to make outstanding deliveries against advance payment or security only, and, if no advance payment is made or security granted within a one (1) week period, to rescind the contract without fixing any further time period for compliance. In addition to the foregoing, Advanced Detection Technology, LLC shall be entitled to reasonable attorneys’ fees incurred in connection with the enforcement of its rights hereunder.
7.8 The Buyer is not entitled to assign any claims to third parties arising out of or in connection with this contract without Advanced Detection Technology, LLC prior written consent.
7.9 All taxes of any kind levied by any federal, state, municipal or other governmental authority, which tax Advanced Detection Technology, LLC is required to collect or pay with respect to the production, sale, or shipment of goods sold to Buyer shall be the responsibility of Buyer. Buyer agrees to pay all such taxes and further agrees to reimburse and indemnify Advanced Detection Technology, LLC for any such payments made by Advanced Detection Technology, LLC.
8. Purchase Money Security Interest
8.1 The Buyer shall hold the Collateral in safe custody. Advanced Detection Technology, LLC shall have the right at any time after reasonable notice to inspect the Collateral for so long as any balance of the purchase price remains outstanding. The Buyer shall notify Advanced Detection Technology, LLC immediately of any seizure or other interference of third parties in respect to Advanced Detection Technology’s rights in the Collateral and will provide Advanced Detection Technology, LLC with all documents and information necessary to oppose such interference by all legal means.
8.2 If the Buyer does not fulfill its obligations under this or any other contract entered into with Advanced Detection Technology, LLC or if, in Advanced Detection Technology’s good faith opinion, Buyer’s credit becomes impaired, Advanced Detection Technology may suspend performance until such time as Advanced Detection Technology has received full payment for any goods already delivered or in process and is satisfied (in its sole discretion) as to Buyer’s credit for future deliveries. If Advanced Detection Technology, LLC suspends performance and later proceeds with such order, Advanced Detection Technology, LLC shall be entitled to such extension of time for performance as is necessitated by the suspension. Advanced Detection Technology, LLC shall also have the right to rescind the contract. In such case, Buyer upon receipt of written notice from Advanced Detection Technology, LLC shall surrender the Collateral and Buyer hereby authorizes Advanced Detection Technology, LLC to enter the premises of Buyer to retake possession of the Collateral at the expense of the Buyer and to sell it by private sale or public auction at the highest price possible, notwithstanding the Buyer’s financial obligations and other duties; after deduction of the costs of such sale, the proceeds thereof shall be used to reduce the Buyer’s debt; any remaining surplus shall be made available to the Buyer.
9. Remedy for Breach of Warranty; Limitation of Liability
9.1 The Buyer shall examine the goods immediately upon receipt at the place of destination. The goods are to be particularly examined with respect to their external quality. The goods shall be deemed to have been accepted without any defects, unless the Buyer notifies Advanced Detection Technology, LLC of any defect within seven (7) days after receipt of the goods at the place of destination or, in case of hidden defects, within seven (7) days after the defect was discovered or should have been discovered. The notification must be made in writing (mail, facsimile or email) and has to specify the defect. All such notifications of defects of goods must be addressed to:
Advanced Detection Technology, LLC
215-1 Overhill Drive, Mooresville, NC 28117
9.2 Buyer has an affirmative obligation to notify the freight forwarder of any goods damaged in transit.
9.3 No claim for damages for goods that do not conform to specifications will be allowed unless Advanced Detection Technology, LLC is given immediate written notice after delivery of goods to the first destination to which they are shipped and allowed an opportunity to inspect them. Goods for which damages are claimed shall not be returned, repaired, or discarded without Advanced Detection Technology’s express written consent. BUYER’S EXCLUSIVE REMEDY AGAINST ADVANCED DETECTION TECHNOLOGY, LLC, AND ADVANCED DETECTION TECHNOLOGY’S SOLE OBLIGATION, FOR ANY AND ALL CLAIMS, WHETHER FOR BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO ADVANCED DETECTION TECHNOLOGY,LLC, REPLACING GOODS THAT DO NOT CONFORM TO SPECIFICATIONS OR, AT ADVANCED DETECTION TECHNOLOGY’S OPTION, REFUNDING THE PURCHASE PRICE. IN NO EVENT SHALL ADVANCED DETECTION TECHNOLOGY, LLC HAVE ANY LIABILITY FOR DAMAGES IN AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE GOODS SOLD HEREUNDER, NOR SHALL ADVANCED DETECTION TECHNOLOGY, LLC HAVE ANY LIABILITY FOR INCIDENTAL, COMPENSATORY, PUNITIVE, CONSEQUENTIAL, INDIRECT, SPECIAL OR OTHER DAMAGES OF ANY KIND WHATSOEVER.
9.4 Warranty claims shall become time-barred one (1) year after delivery of the goods unless Buyer can prove Advanced Detection Technology’s fraud or willful misconduct. Any unauthorized use of, or changes to, Advanced Detection Technology’s engineering work product without prior written consent of Advanced Detection Technology, LLC shall void any warranty applicable thereto, and Advanced Detection Technology, LLC shall have no liability to Buyer and Buyer shall indemnify Advanced Detection Technology from any damages resulting therefrom.
10. Force Majeure
10.1 Advanced Detection Technology, LLC will not be responsible for delay in delivery or failure to fill orders or other default or damage where such has been caused by an act of God, war, major disaster, terrorism, third-party criminal acts, insurrection, riot, flood, earthquake, fire, strike, lockout or other labor disturbance, delay be carriers, incorrect, delayed or non-delivery by suppliers, shortage of fuel, power, materials or supplies, operation of statutes, laws, rules or rulings of any court or government, demand for goods exceeding Advanced Detection Technology, LLC available supply or manufacturing capacity or any other cause beyond Advanced Detection Technology, LLC direct control.
11. Applicable Law; Jurisdiction
11.1 The relations between us and the Buyer are governed by the laws of the State of North Carolina, without regard to its choice of law principles. Neither the United Nations Treaty on the International Sale of Goods (CISG) nor any other existing or future bilateral or international treaties shall be applicable to this contract.
11.2 Place of jurisdiction for all disputes arising out of or in connection with the contract shall be in a state or federal court situated in Charlotte, North Carolina, Buyer hereby irrevocably consents to the exclusive personal jurisdiction of such courts. Buyer waives any objection based on forum non-convenience or any objection to venue of any such action.
12. Notice of Risk, Acknowledgement and Assumption of Risk
12.1 NOTICE OF RISK: The use of a LowCam® under vehicle inspection system (UVIS) is the sole responsibility of the user. Using a LowCam® UVIS can at times involve substantial risk of injury, property damage, and other dangers. Dangers peculiar to such activities include, but are not limited to, vision impairment by looking directly into the lasers and LED lights. Each LowCam® UVIS user should realize that there are inherent risks, hazards, and dangers involved including transport of equipment and batteries. It is solely the responsibility of the user to monitor and react as per his/her personal assessment of the situation.
12.2 ACKNOWLEDGEMENT AND ASSUMPTION OF RISK: I have read the NOTICE OF RISK carefully and acknowledge receipt of a copy thereof. In consideration of the benefits received, I hereby assume all risks of damages or injury, including death, that I may sustain while using the LowCam® under vehicle inspection system.
In particular, without limiting the generality of the foregoing, I fully understand and acknowledge that there are risks and dangers associated with using the LowCam® UVIS which could result in bodily injury, partial and/or total disability, paralysis and death. The social and economic losses and/or damages to me, my family and others, which could result from these risks and dangers described above, could be severe. These risks and dangers may be caused by my own action, inaction or negligence, or the action, inaction or negligence of others. There may be other risks not known to us or not reasonably foreseeable at this time.
13. Intellectual Property Rights
13.1 Buyer acknowledges that LowCam® are trademarks of Advanced Detection Technology, LLC and Buyer acknowledges that it has no rights in or to such trademarks and all goodwill associated therewith inure solely to the benefit of Advanced Detection Technology, LLC.
13.2 Any document and object, such as drawings, proposals, samples or models, made available to the Buyer in connection with our offers, remain Advanced Detection Technology, LLC property and are considered intellectual property and trade secrets of Advanced Detection Technology, LLC. We are the holder of copyrights and related protective rights under domestic and international copyright laws regarding these documents and objects. The Buyer is not entitled to disclose to third parties the documents, information or intellectual property made available without our prior written consent and any third party to whom such documents, information or intellectual property are lawfully disclosed hereunder shall be bound by the same provisions restricting transfer as Buyer.
15. Concluding Provisions
15.1 Any alterations and amendments to the contract, including this clause, must be made in writing and signed by both parties in order to be valid. This shall also apply to any supplementary and additional agreements.
15.2 If a provision herein is or becomes partly or completely invalid, the invalidity of this provision shall not affect the validity of the remaining provisions of this contract. The invalid provision shall be replaced by a valid provision reflecting in an economic respect as closely as legally possible the objectives of the invalid provision. This applies also to issues the parties intended but failed to address.
15.3 Buyer agrees to comply with all laws and regulations applicable to the purchase, distribution, transport, use, storage, sale, lease and/or disposal of the products, including, without limitation, to the extent applicable, International Traffic in Arms Regulations, the U.S. Export Administrative Act and the respective regulations thereunder.