LANDA MOBILE SYSTEMS-TERMS AND CONDITIONS
SHIPPING AND RISK OF LOSS: Landa Mobile Systems (LMS) contends all domestic shipments of Products shall be made in Tulsa, Oklahoma, or such other place of origin. Unless the Customer decides to pick up the Products from the point of origin or specifies a carrier in a purchase order accepted by LMS, the Products will be shipped by a reliable contract carrier that LMS selects. The customer is responsible for the cost of shipping, and if LMS arranges the shipping, such expense will be separately identified on the applicable invoice. The risk of loss passes to the Customer when the Product is placed with the carrier, notwithstanding the prepayment of transportation by LMS. If additional insurance coverage during shipment is necessary, the Customer may consult an LMS Sales Representative before shipment at the telephone number outlined in the first paragraph.
SHIPPING CLAIMS: The remedy for damage or loss during transit is limited to the Customer’s recourse against the carrier, not LMS. Products damaged during shipment should not be returned to LMS. All damage and shortage claims should be made upon receipt of the Product and filed directly with the cargo’s carrier. The carrier’s agent should always be requested to make a notation on the freight bill specifying the damage to the Product or any shortage. LMS will use commercially reasonable efforts to assist the Customer in presenting such claims to the carrier; however, the collection of any request is the Customer’s responsibility.
EXPORT SHIPMENTS: Unless otherwise specified in writing, all materials shipped abroad will be shipped LMS Tulsa, Oklahoma, or such other place of origin. The export of materials to foreign countries may be subject to restrictions and approvals of the U.S. Government. Landa Mobile Systems LLC is Export Licensed under BIS Security License G168338, with ECCN’s. The import of materials into foreign countries may also be subject to restrictions and approvals by those countries. In its own name, the customer will apply for any required U.S. export license and hereby assumes full responsibility for the exportation or importation of the materials and compliance with all United States and foreign laws applicable to the exportation importation of the materials. The Destination Control Statement (DCS) must be entered on the invoice and the bill of lading, air waybill, or other export control document that accompanies the shipment from its point of origin in the United States ultimate consignee or end-user abroad. The person responsible for the preparation of those documents is responsible for the entry of the DCS. The DCS is required for all exports from the United States of items on the Commerce Control List that are not classified as EAR99, unless the export may be made under License Exception BAG or GFT (see part 740 the EAR). At a minimum, the DCS must state: “These commodities, technology, or software were exported from the United States per the Export Administration Regulations. Diversion contrary to U.S. law is prohibited.” Compliance with the requirements described in § 123.9(b) of the ITAR constitutes compliance with this paragraph’s requirements for shipments containing both items subject to the EAR and defense articles subject to the ITAR.
RIGHT TO STOP DELIVERY: Upon Customer’s insolvency, delay in payment, or default, LMS shall have the right to withhold shipments or stop delivery of Products in possession of a carrier or other bailee.
CANCELLATION OF PURCHASE ORDERS; RESTOCKING: Customer may cancel or reschedule a purchase order upon written notice to LMS before shipment unless the purchase order is for products containing customer’s trademark, trade name, insignia, symbols, decorative designs, or other evidence of customer’s ownership, or (ii) the purchase order is for customized products or customized components (i.e., products that are not offered in the LMS catalog or products that have been changed in any material respect from the product as it appears in the LMS catalog), in each case hereinafter referred to as “Non-Standard Products.” If the purchase order is for Non-Standard Products, the customer will be responsible for up to 100% of the cost of the Non-Standard Products depending on the stage of development and/or readiness of the Non-Standard Products for shipment and restocking fees owed by LMS to its suppliers. This charge is not imposed as a penalty but in recognition of the difficulty computing actual damages, costs, or other expenses caused by such cancellation or rescheduling.
If the purchase order is for products offered in the LMS catalog or outcomes likely to be resold to another customer (as determined by LMS in good faith). Customers may be charged up to thirty percent (30%) of the purchase order price for the cancellation or rescheduling. In no event may a purchase order be rescheduled more than once or for more than thirty (30) days beyond the original ship date unless mutually agreed upon by the parties in writing.
Other than as set forth above, all sales are final with no right of return, price protection, or implied consignment. All items to be returned will require a written return material authorization (“RMA”) number, which may be obtained from an LMS sales representative at the telephone number outlined in the Contact US page www.landamobilesystems.com. The customer is responsible for any freight charges on returns of Products to LMS. Unauthorized returns will not be accepted.
PAYMENT TERMS: Payment for the Products is due immediately upon notification of completion of the build, before shipment of the Products to Customer unless arranged prior, i.e., Government, or other contracts.
PRICES: All specific pricing and delivery information for the Customer’s products as outlined in the applicable Quotation from LMS. Quotations expire thirty (30) days after the date thereof unless otherwise specified in LMS writing and subject to price change. If no Quotation has been received, please contact an LMS Sales Representative at 360-474-8991.
TAXES: In addition to the price quoted for the Products, the Customer shall be responsible for all taxes, including sales tax, value-added tax, tariffs, duties, or fees for the sale of Products. The customer shall not be liable for taxes. It possesses a valid exemption certificate acceptable to the applicable taxing authority and on file with LMS before accepting the purchase order by LMS. If the purchase order is for Products offered in the LMS catalog online or Products likely to be resold to another customer (as determined by LMS in good faith), Customers may be charged up to thirty percent (30%) of the purchase order price for the cancellation or rescheduling. In no event may a purchase order be rescheduled more than once or for more than thirty (30) days beyond the original ship date unless mutually agreed upon by the parties in writing.
WARRANTY AND DISCLAIMER OF WARRANTY: The limited warranty available to Customer regarding the Products is available on the Company’s website at www.landamobilesystems.com by clicking on the “company” tab and then the ” Warranty” tab found at the top of the page.
LIMITATION OF LIABILITY: Under no circumstance shall LMS be responsible or liable for incidental, indirect, special, or consequential damages, including any damages arising from delay, loss of data, lost profits, loss of goodwill, cost of replacement goods, or interruption of business notwithstanding their foreseeability or disclosure thereof by Customer. Also, LMS assumes no responsibility or liability to the Customer or any third party for consequences of the Customer’s failure to properly configure, install, operate, and/or maintain the Products.
The maximum liability of LMS to Customer arising out of or relating to the performance or non-performance of its obligations, regardless of the form of action, shall be limited to the recovery of direct and actual damages and shall not exceed the amount invoiced for the Product that is the subject matter of, or directly related to, the cause of action. See Warranty.
CHOICE OF LAW/JURISDICTION/VENUE: The laws of the State of Oklahoma shall govern all transactions without affecting the principles of conflict of laws. The U.N. Convention on Contracts for the International Sale of Goods shall not apply. “The District Court of Tulsa County, Oklahoma and the United States District Court for the Northern District of Oklahoma shall have exclusive jurisdiction to adjudicate all disputes between LMS and Customer that are determined not to be subject to arbitration under the arbitration agreement herein, and Customer submits to the jurisdiction of said Courts concerning all such disputes.”
MISCELLANEOUS: Any dispute arising out of any sale of a Product shall be resolved by and submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, with the following modifications:
- The arbitration shall be held in Tulsa, Oklahoma;
- the arbitrator shall be licensed to practice law and shall preferably have former judicial experience; (3) the arbitrator shall conduct the arbitration as if it were a bench trial and shall use, apply and enforce the Federal Rules of Civil Procedure;
- the arbitrator shall have no power or authority to make any award that provides for consequential, incidental, indirect, punitive, or exemplary damages;
- the arbitrator shall control the scheduling so that the hearing is completed no later than 120 days after the date of demand for arbitration;
- the arbitrator shall rule on the dispute by issuing a written decision within 30 days after the close of the hearing; and
- the arbitrator’s decision shall follow the plain meaning of this Agreement and the relevant documents. Each party shall bear its own arbitration costs and expenses, except that a party seeking discovery shall reimburse the other for document production costs (including search time and reproduction costs). The parties shall equally split the fees of the arbitrator and the arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having authority over the parties. No action or demand for arbitration may be brought more than two years after accrual.