Terms and Conditions of Sale

1. Scope of Agreement

 

These Terms & Conditions ("Terms") govern all sales of products, equipment, materials, labor, installation, consulting, project management, professional services, and related work ("Products and Services") provided by Video Wall Experts LLC ("Seller") to the purchaser, client, customer, contractor, integrator, or other purchasing party ("Buyer").

 

The scope of work is defined in the associated proposal, estimate, invoice, quote, Statement of Work ("SOW"), or other written project document issued by Seller. Any work not expressly included in the applicable proposal, estimate, invoice, quote, or SOW is excluded.

 

Acceptance of a quote, proposal, estimate, invoice, purchase order, deposit, payment, or authorization to proceed constitutes full acceptance of these Terms. Any conflicting terms in Buyer's purchase order, contract, subcontract, vendor agreement, or other document are rejected unless expressly agreed to in writing by Seller.

 

Pursuant to the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and the California Uniform Electronic Transactions Act (UETA), electronic acceptance — including but not limited to clicking "accept" on a digital estimate or invoice, emailing approval, transmitting a purchase order, or submitting a deposit or payment — constitutes a valid, binding signature with the same legal effect as a handwritten signature.

 

In the event of a conflict between these Terms and a project-specific proposal or SOW, the project-specific proposal or SOW shall control only for that specific project and only to the extent of the conflict.

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2. Pricing, Inventory & Quote Validity

 

All pricing is based on current costs, product availability, labor availability, manufacturer pricing, shipping conditions, tariffs, duties, taxes, and market conditions at the time of quotation.

 

Quotes are valid for 14 days or until material costs change, whichever is sooner, unless otherwise stated in writing.

 

Pricing may be subject to change due to, including but not limited to:

 

• Inventory availability

• Manufacturer pricing changes

• Supplier pricing changes

• Tariffs, duties, customs charges, or import fees

• Freight and logistics fluctuations

• Exchange rate changes

• Labor availability

• Material cost changes

• Changes in scope, schedule, or site conditions

 

Quoted pricing excludes taxes, shipping, freight, duties, tariffs, import fees, permits, inspections, lifts, rigging equipment, access equipment, engineering, and other third-party costs unless explicitly included in the proposal or invoice.

 

Seller reserves the right to revise pricing before order placement or project commencement if costs change materially or if the scope, schedule, site conditions, or project requirements change.

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3. Payment Terms

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Payment terms are outlined in the proposal, estimate, invoice, or SOW and must be followed to maintain the project schedule.

 

Equipment orders require the required deposit or payment prior to procurement. Equipment balances must be paid prior to shipment, delivery, release, or installation unless otherwise stated in writing.

 

Labor, installation, consulting, project management, and professional services may require a deposit prior to scheduling, mobilization, or commencement of work. Remaining balances are due as outlined in the applicable proposal or invoice.

 

Seller may suspend scheduling, procurement, delivery, installation, support, or continued work if required payments are not received when due.

 

All payments are non-refundable once equipment has been ordered, labor has been scheduled, work has commenced, or project-related costs have been incurred.

 

Late payments may result in project delays and are subject to a 1.5% monthly finance charge, or the maximum amount permitted by law, whichever is less.

 

Returned, declined, or NSF payments are subject to a $50 fee per occurrence, in addition to any fees imposed by Buyer's or Seller's financial institution.

 

Buyer shall be responsible for reasonable collection costs incurred by Seller in collecting past-due amounts, to the extent permitted by law.

 

In any dispute, claim, or action arising out of or related to these Terms, any proposal, estimate, invoice, SOW, Products, Services, or work performed by Seller, the prevailing party shall be entitled to recover reasonable attorney's fees, court costs, expert witness fees, and related expenses.

 

Payments made by credit card, financing provider, or other third-party payment platform may be subject to additional processing fees where permitted by law and disclosed by Seller.

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4. Equipment Ownership, Orders & Security Interest

 

All equipment, products, materials, and goods remain the property of Seller until paid in full. Seller will not release, ship, deliver, or install equipment until required payments have been received unless otherwise agreed to in writing.

 

Buyer grants Seller a security interest in any unpaid equipment, products, materials, or goods supplied by Seller until all amounts due have been paid in full. Buyer agrees to cooperate with any reasonable action required to protect Seller's interest in unpaid equipment.

 

Orders may not be canceled or modified once placed without written approval from Seller. Custom, special-order, imported, modified, built-to-order, or non-stock items are non-cancellable and non-returnable.

 

If Buyer cancels, delays, suspends, or materially changes an order or project after equipment has been ordered or work has commenced, Buyer remains responsible for all equipment costs, labor costs, vendor charges, freight, storage, cancellation fees, restocking fees, and other project-related costs incurred by Seller.

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5. Shipping, Delivery, Risk of Loss & Title

 

Shipping method, shipping responsibilities, and delivery location will be defined in the proposal, estimate, invoice, or SOW.

 

Unless otherwise stated:

 

• Seller may coordinate shipping of equipment to the project site, Buyer's designated delivery location, or another agreed delivery point

• Buyer is responsible for applicable taxes, freight, duties, tariffs, customs charges, import fees, storage fees, and related logistics costs

• Risk of loss transfers to Buyer upon delivery to the project site, delivery to Buyer's designated location, release to Buyer or Buyer's representative, or transfer to the shipping carrier when shipped directly to Buyer or Buyer's designee

• Title transfers to Buyer only upon full payment

 

Delivery dates and lead times are estimates only and are subject to change based on manufacturing, supplier performance, shipping carriers, customs, freight availability, weather, logistics, labor availability, and other conditions outside of Seller's control.

 

If equipment arrives but the project site is not ready to receive it, Seller may store equipment on Buyer's behalf at Seller's standard storage rate of $250 per day, beginning five (5) business days after equipment is available for delivery. Storage fees are in addition to any other charges incurred due to site unreadiness, including remobilization, expedited freight, or rescheduled labor.

 

Buyer is responsible for inspecting all deliveries upon receipt. Visible damage, concealed damage, missing items, or freight discrepancies must be documented immediately with photos, video, delivery notes, and written notice to Seller. Failure to promptly document and report shipping damage or missing items may limit or prevent freight claims, warranty claims, or replacement support.

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6. Delivery, Lead Times & Scheduling

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All lead times, delivery dates, installation dates, and project schedules are estimates unless expressly stated otherwise in writing.

 

Seller is not liable for delays caused by, including but not limited to:

 

• Manufacturers or suppliers

• Shipping carriers or customs

• Tariffs, duties, or import delays

• Labor availability

• Buyer delays

• Site readiness issues

• Other contractors or trades

• Missing, damaged, defective, or incompatible equipment

• Permitting, inspections, or code-related delays

• Weather or environmental conditions

• Force majeure events

 

Additional costs may apply for delays, rescheduling, storage, standby time, remobilization, expedited freight, additional labor, or return visits.

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7. Change Orders & Additional Work

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Any work not expressly included in the applicable proposal, estimate, invoice, quote, or SOW is excluded.

 

Additional work requested by Buyer, Buyer's representatives, site personnel, consultants, contractors, other trades, end users, or other project stakeholders shall be treated as a change in scope and may result in additional charges.

 

Seller is not obligated to perform out-of-scope work unless approved in writing. However, if Buyer or Buyer's authorized representative directs Seller to perform additional work while on-site, such work may be billed as a change order or on a time-and-materials basis at Seller's standard rates.

 

Change orders may include additional labor, materials, equipment, project management, travel, delays, standby time, troubleshooting, rework, remobilization, shipping, or schedule impacts.

 

Verbal direction given on-site by Buyer, Buyer's representative, general contractor, project manager, end user, or authorized site contact may be treated as authorization for additional billable work if Seller reasonably relies on such direction to proceed. Seller will use reasonable efforts to confirm verbal direction in writing (including email) within 24 hours.

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8. Installation, Site Readiness & Access

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If installation, labor, or on-site services are included, Buyer is responsible for ensuring the site is fully prepared prior to Seller's arrival.

 

Site readiness includes, but is not limited to:

 

• Structural adequacy and suitable mounting surfaces

• Electrical infrastructure, power circuits, outlets, disconnects, and final power connections

• Low-voltage cabling, including CAT6, fiber, control cabling, signal cabling, and network infrastructure

• Permits, inspections, engineering, and code compliance

• Safe and accessible working conditions

• Required lifts, scaffolding, ladders, rigging, staging, or access equipment

• Clear access to loading areas, work areas, elevators, lifts, docks, and pathways

• Adequate workspace for unpacking, staging, assembly, and installation

• Completion of related work by other trades

• Availability of Buyer-provided equipment, materials, and documentation

 

Failure to meet site readiness requirements may result in additional labor charges, standby time, delays, return visits, rescheduling fees, or remobilization charges.

 

For projects exceeding $25,000 in total value, Buyer shall maintain commercial general liability and property insurance covering the project site and shall, upon Seller's request, name Seller as an additional insured and provide a certificate of insurance prior to Seller's mobilization. Buyer's insurance shall be primary and non-contributory with respect to any claims arising from site conditions, Buyer-provided equipment, or activities at the project site.

 

Buyer is responsible for ensuring the work area is available, accessible, safe, and ready for Seller's work upon arrival. If Seller is delayed, prevented from working, required to wait, or required to return due to site conditions, lack of access, missing equipment, other trades, incomplete work by others, union or labor restrictions, safety issues, or Buyer-related coordination delays, such time may be billed as standby time, additional labor, or remobilization at Seller's standard rates.

 

Seller is not responsible for moving furniture, fixtures, equipment, merchandise, personal property, or other obstructions unless expressly included in the scope of work.

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9. Existing and Buyer-Provided Equipment

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Seller is not responsible for pre-existing conditions, hidden defects, intermittent failures, wear and tear, prior installation issues, undocumented modifications, improper prior work, or damage to existing equipment unless directly caused by Seller's gross negligence or willful misconduct.

 

When Seller is required to handle, remove, reinstall, reconnect, test, troubleshoot, or work around existing equipment, Seller's responsibility is limited to performing the included work in a commercially reasonable manner.

 

Seller does not warrant the condition, performance, compatibility, reliability, or continued operation of existing equipment, Buyer-provided equipment, owner-furnished equipment, third-party equipment, software, content sources, networks, control systems, power infrastructure, cabling, or related systems unless expressly included in writing.

 

Any troubleshooting, repair, replacement, reconfiguration, programming, calibration, additional labor, delay, or return visit required due to existing equipment issues, missing parts, damaged components, incompatible equipment, undocumented conditions, equipment failure, or work performed by others shall be billed as a change order at Seller's standard rates.

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10. Content, Software, Networks & Third-Party Systems

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Seller is not responsible for the performance, compatibility, configuration, licensing, reliability, or operation of third-party equipment, software, content sources, media players, control systems, networks, computers, streaming devices, broadcast systems, AV processors, customer-furnished equipment, or other systems not explicitly included in the scope.

 

Integration assistance may be provided when included in the scope, but such assistance does not guarantee the performance, compatibility, or reliability of third-party systems.

 

Buyer is responsible for providing all required logins, passwords, licenses, network access, software access, administrative permissions, content sources, and system documentation required for configuration or testing.

 

Seller is not responsible for content quality, content formatting, source resolution, network restrictions, software updates, firmware changes, cybersecurity settings, firewall rules, or third-party service outages unless expressly included in the scope.

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11. Functional Acceptance

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For product-only purchases, products are deemed accepted upon delivery unless Buyer notifies Seller in writing of a material issue within three business days of receipt.

 

For installations or services performed by Seller, acceptance occurs upon substantial completion or successful demonstration of system functionality using test patterns, standard content, basic signal verification, or other reasonable testing methods applicable to the scope of work.

 

Acceptance is not dependent on Buyer-provided content, third-party equipment, networking, control systems, software, user preferences, or external systems unless expressly included in the scope.

 

If Buyer does not notify Seller in writing of any material nonconformity within three business days after completion, delivery, demonstration, or substantial completion, the Products and Services shall be deemed accepted.

 

Any post-installation adjustments, troubleshooting, programming, calibration, training, support, or return visits are billable unless expressly included in the scope.

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12. Warranty

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Equipment supplied by Seller is covered by the applicable manufacturer's warranty unless otherwise stated in writing.

 

Manufacturer warranties typically cover parts only and may exclude labor, shipping, freight, service visits, removal, reinstallation, troubleshooting, and related costs.

 

Seller may assist with warranty coordination as a courtesy but does not guarantee manufacturer approval, warranty coverage, replacement timing, shipping timing, repair timing, or final outcome.

 

Buyer is responsible for any labor, shipping, travel, troubleshooting, removal, reinstallation, or return visit costs associated with warranty claims unless expressly included in the proposal or required by a separate written agreement.

 

Warranty coverage does not apply to damage, failure, or performance issues caused by misuse, negligence, improper operation, environmental conditions, power issues, network issues, physical damage, third-party modifications, unauthorized repairs, work performed by others, or conditions outside the manufacturer's published specifications.

 

EXCEPT AS EXPRESSLY STATED HEREIN, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR TRADE USAGE.

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13. Labor Warranty & Support

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Seller provides a 90-day workmanship warranty on installation labor performed by Seller unless otherwise stated in writing.

 

The workmanship warranty covers correction of defective workmanship directly caused by Seller's installation labor. It does not cover equipment failure, manufacturer defects, third-party systems, existing conditions, Buyer-provided equipment, cabling installed by others, power issues, network issues, content issues, software issues, environmental issues, user error, misuse, or modifications made by others.

 

After the workmanship warranty period, all service, troubleshooting, repairs, adjustments, training, and support are billable at Seller's standard rates.

 

Seller's obligation under the workmanship warranty is limited to correcting Seller's defective workmanship. Seller is not responsible for indirect, incidental, consequential, or business interruption damages.

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14. Returns, Cancellations & Rescheduling

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Orders cannot be canceled once equipment has been ordered without written approval from Seller.

 

Approved returns may be subject to restocking fees up to 30% (minimum $250), return freight, inspection fees, repackaging fees, Seller's processing labor, and any other costs imposed by the manufacturer, distributor, supplier, or Seller.

 

Custom, special-order, imported, modified, built-to-order, or non-stock products are non-returnable and non-cancellable.

 

Installation rescheduling requires advance notice and is subject to Seller's availability. Additional mobilization, remobilization, labor, travel, storage, or scheduling costs may apply.

 

If Buyer cancels, delays, suspends, or reschedules work after labor has been scheduled or project-related costs have been incurred, Buyer may be responsible for all labor, travel, subcontractor, vendor, storage, cancellation, or remobilization costs incurred by Seller.

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15. Compliance, Permits & Intended Use

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Buyer is responsible for compliance with all applicable building codes, electrical codes, fire codes, permitting requirements, inspection requirements, safety regulations, landlord requirements, venue requirements, union rules, and site-specific requirements unless expressly included in Seller's scope.

 

Seller is not responsible for structural engineering, architectural review, electrical engineering, permitting, inspections, fire alarm interface, sprinkler coordination, seismic calculations, rigging calculations, or code compliance documentation unless expressly included in the proposal or SOW.

 

Buyer is responsible for ensuring that all mounting surfaces, structures, walls, ceilings, floors, rigging points, truss systems, and other support conditions are suitable for the intended installation unless structural engineering is expressly included in Seller's scope.

 

Seller is not responsible for improper use, unauthorized modifications, installations performed by others, operation outside manufacturer specifications, or use of the Products and Services for purposes not intended by the manufacturer or Seller.

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16. Subcontractors

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Seller may use qualified subcontractors, vendors, labor providers, or third-party service providers to perform portions of the work.

 

Seller remains responsible for managing subcontracted work directly contracted by Seller, subject to the limitations, exclusions, and warranty terms stated herein.

 

Buyer shall not directly supervise, direct, or modify the work of Seller's subcontractors without Seller's prior approval. Any direction given to Seller's subcontractors by Buyer, Buyer's representatives, site personnel, end users, or other parties may result in additional charges or schedule impacts.

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17. Safety

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Seller reserves the right to stop, delay, or refuse work if unsafe conditions exist or if Seller determines that work cannot be performed safely.

 

Unsafe conditions may include, but are not limited to, inadequate access, unstable structures, unsafe electrical conditions, active construction hazards, lack of fall protection, unsafe lift conditions, weather exposure, blocked work areas, hazardous materials, or interference by other trades.

 

Delays caused by unsafe conditions may result in additional labor charges, standby time, rescheduling fees, or remobilization charges.

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18. Limitation of Liability

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Seller shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to lost profits, loss of use, lost revenue, business interruption, project delays, reputational harm, or loss of data.

 

Seller shall not be liable for damage, delay, failure, loss, or additional cost caused by Buyer, end users, other contractors, other trades, site conditions, existing equipment, Buyer-provided equipment, improper storage, environmental conditions, power issues, network issues, structural issues, software issues, content issues, or work performed by others.

 

Seller's total liability shall not exceed the total amount paid to Seller for the specific Products or Services giving rise to the claim.

 

Seller's liability for labor or installation services shall be limited to correction of Seller's defective workmanship or the amount paid to Seller for the specific services giving rise to the claim, whichever is less.

 

Any claim, demand, or action against Seller arising out of or related to these Terms, any proposal, estimate, invoice, SOW, Products, Services, or work performed by Seller must be brought within one (1) year of the event giving rise to the claim or be forever barred. The parties expressly agree to shorten the applicable statute of limitations to this one-year period to the maximum extent permitted by law.

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19. Indemnification

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Buyer agrees to indemnify, defend, and hold harmless Seller, its owners, employees, subcontractors, vendors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or related to:

 

• Buyer's breach of these Terms

• Site conditions

• Existing equipment

• Buyer-provided equipment

• Work performed by others

• Buyer's misuse or unauthorized modification of Products and Services

• Buyer's failure to provide accurate information, safe access, required permits, or site readiness

• Claims by third parties arising from Buyer's project, site, or use of the Products and Services

 

This indemnification does not apply to the extent a claim is caused by Seller's gross negligence or willful misconduct.

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20. Force Majeure

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Seller shall not be liable for delays or failure to perform due to causes beyond its reasonable control, including but not limited to natural disasters, severe weather, fire, flood, earthquake, pandemic, labor disputes, strikes, supply chain disruptions, manufacturer delays, shipping delays, customs delays, tariffs, government actions, regulatory changes, utility outages, transportation delays, material shortages, acts of war, terrorism, civil unrest, or other events beyond Seller's reasonable control.

 

Seller's performance obligations shall be extended for the period of delay caused by a force majeure event.

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21. Confidentiality

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Both parties agree to maintain the confidentiality of proprietary, technical, financial, pricing, design, customer, project, and other sensitive information shared during the course of the project.

 

Confidential information shall not be disclosed to third parties except as necessary to perform the work, obtain supplier pricing, coordinate project logistics, comply with legal requirements, or as otherwise agreed in writing.

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22. Project Photography & Marketing Rights

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Seller may photograph, video, or otherwise document completed installations and use such documentation for portfolio, marketing, case study, social media, website, advertising, and similar promotional purposes. Seller will not disclose confidential business information, pricing, or proprietary content of Buyer in such materials.

 

If Buyer wishes to opt out of marketing use of project documentation, Buyer must notify Seller in writing prior to project commencement. Once project documentation has been published, Seller is not obligated to remove or recall previously distributed materials.

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23. Assignment

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Buyer may not assign, transfer, or delegate these Terms, any proposal, estimate, invoice, SOW, or any rights or obligations hereunder, in whole or in part, without Seller's prior written consent. Any attempted assignment without consent is void.

 

Seller may assign these Terms and any related agreements to a successor entity, affiliate, parent company, subsidiary, or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of Seller's business or assets, without Buyer's consent.

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24. Notices

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All official notices, demands, or other communications required or permitted under these Terms shall be in writing and shall be deemed delivered when:

 

• Sent by email to the primary email address on file for the receiving party, with confirmation of delivery

• Sent by certified mail, return receipt requested, to the receiving party's last known business address

• Delivered personally or by reputable overnight courier with tracking

 

Notices to Seller shall be sent to the email address or business address listed on the applicable proposal, estimate, or invoice. Buyer is responsible for notifying Seller in writing of any change to Buyer's notice address or contact information.

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25. Governing Law, Venue & Jury Trial Waiver

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These Terms shall be governed by the laws of the State of California, without regard to conflict-of-law principles.

 

Any disputes arising out of or related to these Terms, any proposal, estimate, invoice, SOW, Products, Services, or work performed by Seller shall be resolved exclusively in the state or federal courts located in San Diego County, California.

 

Buyer consents to personal jurisdiction and venue in San Diego County, California.

 

THE PARTIES KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THESE TERMS, ANY PROPOSAL, ESTIMATE, INVOICE, SOW, PRODUCTS, SERVICES, OR WORK PERFORMED BY SELLER. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THESE TERMS.

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26. Survival

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The provisions of these Terms that by their nature should survive termination or completion of any project shall so survive, including but not limited to provisions relating to payment obligations, security interest, warranty disclaimers, limitation of liability, indemnification, confidentiality, project photography and marketing rights, assignment, notices, governing law, venue, jury trial waiver, attorney's fees, and dispute resolution.

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27. Severability

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If any provision of these Terms is found to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect.

 

The invalid, unlawful, or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent as closely as possible.

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28. No Waiver

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Seller's failure to enforce any provision of these Terms shall not be considered a waiver of Seller's right to enforce that provision or any other provision in the future.

 

Any waiver must be in writing and signed by Seller.

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29. Entire Agreement

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These Terms, together with the associated proposal, estimate, invoice, quote, SOW, and any written change orders, constitute the entire agreement between the parties and supersede all prior discussions, understandings, representations, or agreements related to the Products and Services.

 

No modifications shall be valid unless made in writing and accepted by Seller.

 

Buyer acknowledges that it has read, understands, and agrees to these Terms by accepting a proposal, estimate, invoice, quote, purchase order, deposit request, payment request, or by authorizing Seller to proceed with the Products and Services.