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  1. 1. PURCHASE AND SALE The customer agrees to purchase and PND LED agree to sale, in the accordance with terms of this agreement, the item(s) specified herein. The customer agrees to accept the services, specified herein, upon the terms of this agreement. The customer further agrees to accept responsibility for: (1) their selection to achieve the customer’s intended results; (2) their use; (3) the results obtained there from. The customer also has the responsibility for the selection and use of, and results obtained therefore, any other equipment or service used with the said items.

  2. 2. PRICE Price(s) for the item(s) specified herein are generally available prices and shall be subject to all price increases. In the event that a price increase is applicable to any of the item(s), the customer may cancel the order for that item upon written notice to PND LED within five (5) days of notification of the price increase, otherwise, the increased price shall be effective. The total contract amount shall be adjusted to reflect any additional item(s) or services not specified herein.

  3. 3. SHIPMENT Shipment of the said items shall be F.O.B PND LED principal business place. The customer shall pay all transportation and insurance charges. At the customer’s request, PND LED may prepay shipping charges and include them on the customer’s invoice. Transportation failure to receive materials, or causes of a like or different nature reasonable beyond IL WOO USA’s control in the conduct of PND LED’s business.

  4. 4. DATE OF SHIPMENT OR DELIVERY Unless otherwise specifically agreed in writing to the contrary, PND LED does not guarantee a particular date for shipment or delivery of the item(s) herein. Shipment dates quoted, if any, are estimates of approximate dates. PND LED shall be excused from and under no circumstances shall be liable for any loss or damage arising from delays in performance due to fire, strikes, labor matters, governmental regulations, acts of elements.

  5. 5. TITLE AND RISK OF LOSS PND LED ships the said item(s) F.O.B. PND LED principal business place. Title and responsibility for risks of loss or damage pass from PND LED to the customer at the time of shipment. The customer assumes the responsibility for filling claims for damage against the carriers and other agents involved; however, PND LED will assist in all reasonable ways.

  6. 6. INSTALLATION In the event that PND LED and the customer have entered into a service contract in connection with the installation of the said item(s) at the customer’s site, such a contract shall be treated as a part of this contract as fully as if written herein and subject to the same terms and conditions. The customer is responsible for the installation and operation of any equipment not supplied by PND LED.

  7. 7. ACCEPTANCE A binding contract is created upon notification to the customer of approval of the customer’s credit. Except that, on C.O.D or prepaid orders, a binding contract is created upon acceptance of the order by PND LED.

  8. 8. PAYMENTS Payments shall be made before the date of invoice or shipping, payable PND LED’s principal business place. All the payments are subject to the approval of PND LED’s credit department. If, in PND LED’s good faith judgment, the financial condition of the customer at the time the item(s) are ready for shipment does not justify the terms herein, then PND LED may require payment in cash before making shipment.

  9. 9. SECURITY INTEREST This provision does not apply to the sale in C.O.D. or prepaid orders. The customer hereby grants PND LED a security interest in any all item(s) herein, and further agrees to execute such UCC-1 and other documents as necessary to perfect a security interest in PND LED. Notwithstanding the foregoing, in the event of default by the customer agrees that PND LED may obtain a writ of the attachment against the customer’s assets for the full amount of any unpaid balance in addition to retaining a security interest in the said item(s). Unless the parties expressly agree in writing to the contrary, they said item(s) shall not be removed from original destination where PND LED delivered the goods, and PND LED shall have the right of inspection of the goods at reasonable times.

  10. 10. LIMITATION OF REMEDIES AND LIABLITIES The customer’s remedy with respect to the functioning of the item(s) herein shall be as provided for in the section hereof entitled “WARRANTIES”. For all other claims under this contract, the customer’s remedy shall be the recovery of actual damages sustained no to exceed amount paid by the customer to PND LED hereunder, subject to right of removal and return of equipment to PND LED. Under no circumstances, shall PND LED be held liable for any claim for commercial damages based upon strict liabilities. THE FORGOING REMEDIES ARE THE CUSTOMER’S SOLE AND EXCLUSIVE REMINDERS. IN NO EVENT, SHALL PND LED BE LIBALE FOR INCIDENTAL, SPECIAL OR CONSEQUINTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, FOR LOSS OF PROFITS OR LOSS OF USE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY.

  11. 11. WARRANTY POLICY In the process of warranty, if PND LED agrees to fix the problem, then customer may ship back the products to PND LED's facility. However, the customer has to be responsible to all the shipping and handling process during this process. PND LED would not be responsible for damaged return goods. The warranty covers all the parts for 3 years with factory labor. (no onsite labor is covered under warranty). PND LED shall not be liable to warrant the parts that are not originally part of the sign (i.e. Wireless Routers or Bluetooth Device). Those items that are not original part of the sign will have their own warranty from their own respective manufacturing company.

  12. 12. ASSIGNMENT Any assignment of this contract by the customer, in whole or in part, without PND LED’s prior written consent in avoidable at PND LED’s option.

  13. 13. CANCELLATION In the event of cancellation by the customer of this contract, PND LED may, in addition to all other remedies available by the law PND LED, charge the customer a restocking charge of 30% of the purchase price plus shipping and handling costs incurred. Nothing contained herein shall give the customer a right of cancellation to which the customer is not otherwise entitled.

  14. 14. INTERESTS Interest on all amounts past due by the customer shall accrue at the rate of one and one half percent (1.55) per month, commencing when payments is due and continuing until paid; provide, however, that if the higher interests rate allowed by the applicable to this agreement shall be higher or lower than eighteen percent per year, then the interest rate on all past due amount shall be such highest rate allowed by the law instead of eighteen (18) percent per year.

  15. 15. TIME LIMITATION FOR ACTION No action, whether in contract, tort (including negligence) or otherwise, arising out of or in connection with contract may be brought by either party against the other more than twelve (12) months after the cause of action has occurred, expect that an action for non-payment may be brought within twelve (12) months of the day of the last payments.

  16. 16. ATOORNEY’S FEES In the case of action is initiated to collect any portion of the amount payable under this contract, the customer agrees to pay all court costs and such additional sum as PND LED actually incurs for attorney’s fee in pursing claims or action against the customer.

  17. 17. JURISDICTION This agreement has been entered into, in the state of California and its validity, constrictions, interpretation and legal effect shall be governed by the laws of the state of California an applicable to agreements entered into and performed entirely within the State of California. Any actions brought by the customer hereunder shall be prosecuted in the courts of Los Angeles County only.

  18. 18. ENTIRE AGREEMENT This contract sets forth the entire understanding, final and complete, of the parties hereto related to the subject matter hereof. No modification, amendments, waiver, termination, or discharge of this contract or of any of the terms or provisions hereof shall be binding upon either party unless confirmed by written instrument signed by both parties. No waiver by either party of any term or provision of this contract or any default hereunder affect the right of the parties thereafter to enforce such term or provision to exercise any right or remedy in the event of any other default, whether or not similar.

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