STANDARD TERMS AND CONDITIONS OF SALE
1. Parties. Subatomic Show Control LLC, a Pennsylvania limited liability company is referred to as “Seller”, and the person or entity to whom any proposal is made and/or product is sold is referred to as “Buyer”.
2. Description and Quantity of Product. Seller shall transfer and deliver to Buyer, and Buyer shall pay for the following goods: Subatomic Show Control Neutrino™ Fader Wing (the "Product"). The Product shall be paid for in full by Buyer prior to Seller shipping and delivering any such Product.
3. Delivery; Risk of Loss. Seller shall deliver the Product to Buyer via postal service or reputable courier to the address provided by Buyer in connection with the order. Seller shall not be held liable to Buyer or any other party for any failure or delay in the delivery of any Product once the Product has been dispatched by Seller. The Product will be suitably packaged for shipment.
4. Payment. Payment for the Product shall have been made via PayPal or similar service as directed by Seller, and Buyer’s payment shall evidence Buyer’s agreement with these terms and conditions. The price for the Product covered by these terms includes shipping and handling, and any required federal, state or local sales or other taxes.
5. Disclaimer of Express and Implied Warranties; Functionality. Seller warrants that the Product is as described to Buyer, but no other express warranty is made with respect to the Product. The Product may not necessarily conform to the model or sample as shown and depicted on Seller’s website. Any model or sample shown and depicted on Seller’s website may be for illustration purposes only. THE PRODUCT SOLD UNDER THIS AGREEMENT ARE PURCHASED BY THE BUYER "AS IS" AND "WITH ALL FAULTS" AND SELLER DOES NOT PROVIDE ANY WARRANTY FOR THE PRODUCT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES THAT THE PRODUCT IS OF MERCHANTABLE QUALITY OR THAT THE PRODUCT CAN BE USED FOR ANY PARTICULAR PURPOSE. All sales are final and the Product may only be returned with Seller’s permission. The Product uses Open Sound Control (OSC) software interface to connect to ETC Eos software. The Product requires a version of ETC Eos that supports the OSC software protocol. In the event that ETC discontinues support for OSC software, the Product will not function. Buyer acknowledges and agrees that ETC is a third-party, of which Seller has no control. Accordingly, in the event that ETC discontinues support for OSC software, Seller shall in no way whatsoever be liable for any loss of functionality with respect to the Product.
6. Limitation of Liability; Actions. IN NO EVENT SHALL SELLER BE LIABLE UNDER THIS AGREEMENT TO THE BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. THE LIABILITY OF SELLER, AND BUYER'S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, SHALL NOT BE GREATER THAN THE ACTUAL PURCHASE PRICE OF THE PRODUCT WITH RESPECT TO WHICH SUCH CLAIM IS MADE. BUYER ACKNOWLEDGES AND AGREES THAT THE PRODUCT IS ONLY INTENDED FOR CONTROLLING LIGHTING SYSTEMS VIA ETC EOS SOFTWARE, AND FOR NO OTHER PURPOSES WHATSOEVER. TO THE EXTENT THAT BUYER USES THE PRODUCT AS OTHERWISE INTENDED, SELLER SHALL IN NO WAY BE LIABLE FOR ANY DAMAGE OR CLAIM RESULTING FROM SUCH MISUSE.
NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN SIX (6) MONTHS AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.
7. Governing Law; Venue. Except as otherwise provided for herein, this Agreement and all rights and obligations of the parties, shall be governed by the Uniform Commercial Code as enacted and in force in the State of Pennsylvania. The parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Allegheny County, Pennsylvania.
8. Entire Agreement; Modification; Waiver. These terms, and any such terms set forth on Seller’s website, are the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the parties, whether written, oral, electronic or otherwise. No change or modification to these terms shall be valid unless in writing and signed by an authorized representative of the parties. No waiver of any term or right in these terms shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of these terms shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of these terms thereafter.