Thank you for your interest in the products sold by ADV Imagine (collectively, “Seller”, “we”, “us”, or “our”). These Terms and Conditions of Sale (these “Terms”) form a binding agreement and govern the purchase of products (each, a “Product”) by you from us, unless otherwise mutually agreed in a writing signed by you and us. The terms “Buyer”, “you” and “your” mean any person or entity making a purchase from us. Without limitation of the foregoing, any additional, contrary, or different terms contained in any purchase order or other request or communication by Buyer pertaining to the sale of Products by Seller, and any attempt to modify, supersede, supplement or otherwise alter these Terms, will not modify these Terms or be binding on the Parties unless such terms have been fully approved in a writing signed by both you and us.
1. Acceptance of Terms. Your purchase of Product(s) from us indicates your acceptance of these Terms. If you do not accept these Terms, do not purchase Product from us.
2. Pricing and Availability. The price of each Product is as provided by us to you unless otherwise mutually agreed by you and us. Product pricing is exclusive of taxes, shipping and handling and Buyer shall pay for all taxes, shipping charges and insurance costs. All Products offered by us are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue offering certain Products without prior notice.
3. Payment. Unless otherwise mutually agreed by Buyer and Seller, Seller shall invoice Buyer for the Product upon shipment, or, if Buyer is picking up the Product at Seller’s facility, upon Seller’s notification to Buyer that the Product is ready for pickup. Buyer shall pay to Seller all invoiced amounts upon receipt of each invoice. Buyer shall make all payments in US dollars to the account set forth on each invoice. Buyer shall pay interest on all late payments, calculated daily and compounded monthly, at the lesser of the rate of ten percent (10%) per month or the highest rate permissible under applicable law. Buyer shall also reimburse Seller for all costs incurred by Seller in collecting any late payments, including attorneys' fees and court costs.
4. Delivery and Delays. Unless otherwise expressly agreed by us, Buyer shall be responsible for picking up the Product from Seller’s facility within seventy-two (72) hours of Seller’s written notification to Buyer (email is acceptable) that the Product is ready for pickup. Should we mutually agree that Seller shall ship the Product, Seller shall select the method of shipment of and the carrier for the Product. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer. Each shipment will constitute a separate sale and Buyer shall pay for the Product shipped, in accordance with the payment terms specified above, whether such shipment is in whole or partial fulfillment of an order. Any time quoted for delivery is an estimate only. No delay in the shipment or delivery of any Product relieves Buyer of its obligations under these Terms, including accepting delivery of any remaining installment or other orders of Product.
5. Title and Risk of Loss. Title and risk of loss to Product passes to Buyer upon Buyer’s pickup of the Product at Seller’s facility or upon Seller’s tender of the Product to the third-party carrier, as the case may be.
6. Returns or Exchanges; Warranties. Buyer has no right to return or exchange Product shipped to or picked up by Buyer pursuant to these Terms. Claims for defective merchandise, shortages, delays or for any other causes shall be deemed waived and released by the Buyer, unless made in writing within two (2) business days after the delivery of the Product. Seller’s representative shall be given due opportunity to investigate any such claims. If Buyer fails to comply with the provisions of this paragraph Buyer shall be deemed to have approved and accepted the Product shipped or delivered hereunder, and the Product may not be returned nor allowance made. If the Product delivered to Buyer is defective, as determined in Seller’s reasonable discretion, Seller shall have the right in its discretion either to replace such defective Product or to refund the portion of the purchase price applicable thereto.
Seller warrants to Buyer that Buyer will receive good and valid title to the Product, free and clear of all encumbrances and liens of any kind (the “Product Warranty”). EXCEPT FOR THE PRODUCT WARRANTY, (A) NEITHER SELLER NOR ANY PERSON ON SELLER'S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, ADV Imagine Terms and Conditions of Sale - Rev. 3/18/2025AND (B) BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER'S BEHALF, EXCEPT FOR THE PRODUCT WARRANTY. Buyer acknowledges that the Product may be contained in, incorporated into, attached to, or packaged together with products manufactured by a third party ("Third-Party Products"). Third-Party Products are not covered by the Product Warranty and Seller makes no representations or warranties with respect to any Third-Party Products.
7. Buyer’s Obligations. Buyer shall not: (a) make any representations, warranties, guarantees, indemnities, similar claims, or other commitments actually, apparently or ostensibly on behalf of Seller, or to any customer or other person with respect to the Product, which are additional to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, similar claims, or other commitments in these Terms or any written documentation provided by Seller to Buyer; or (b) engage in any unfair, competitive, misleading, or deceptive practices respecting Seller, Seller's trademarks or the Product, including any product disparagement. Buyer shall at all times comply with all laws applicable to these Terms, Buyer's performance of its obligations hereunder, and Buyer's use or sale of the Product. Without limiting the generality of the foregoing, Buyer shall: (a) at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to the purchase, use or resale of the Product and (b) not engage in any activity or transaction involving the Product, by way of resale, lease, shipment, use or otherwise, that violates any law.
8. Indemnification. You agree to indemnify, defend and hold harmless Seller and its affiliates and their respective employees, officers, directors, agents, shareholders and representatives (collectively, the “Indemnified Parties”) harmless from and against any and all liabilities, claims, causes of actions, damages, losses, costs and expenses, including but not limited to, attorneys’ fees and costs of suit, arising out of or relating to: (a) a material breach or non-fulfillment of any representation, warranty or covenant in these Terms by you or your representatives; (b) any gross negligence or willful misconduct by you or your representatives; (c) your violation of these Terms; (d) your incorporation or combination of the Product with any Third-Party Products, including any claim for intellectual property infringement or for bodily injury, death of any person or damage to real or tangible personal property; or (e) your violation of any law or the rights of any third party. We reserve the right, at your expense, to assume the exclusive control of the defense and settlement of any claim for which you are required to indemnify any of the Indemnified Parties hereunder and you agree to fully cooperate with our defense and settlement of such claim. You agree not to settle any such claim without our prior written consent.
9. Limitation of Liability; Assumption of Risk. IN NO EVENT SHALL EITHER PARTY OR ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ITS SALE OF THE PRODUCT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNT PAID TO SELLER FOR THE PRODUCT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY PRODUCT, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY SELLER, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE PRODUCT.
10. Intellectual Property Rights. Except with respect to Seller’s Background IP (as defined below) or as otherwise mutually agreed in writing, Buyer shall be the sole owner of, and shall have full rights, title and interest in and to, any intellectual property rights in the Product. For purposes hereof, “Background IP” shall mean all patents, trademarks, domain names, trade secrets, copyrights and other works of authorship, expression, designs, mask works and any other intellectual property owned or created by Seller: (i) prior to the date of Buyer’s order for the Product (the “Order Date”) and (ii) after the Order Date that is unrelated to the Product. Notwithstanding the foregoing, all lay up schedules developed by Seller in connection with the Product shall also be considered Seller’s Background IP. Buyer acknowledges and agrees that Seller is the exclusive owner of all ADV Imagine Terms and Conditions of Sale - Rev. 3/18/2025right, title and interest in and to Seller’s Background IP, including any goodwill associated therewith and that Buyer shall receive no right, title or interest in or to Seller’s Background IP. Buyer shall not: (a) take any action that may interfere with any of Seller's rights in or to Seller's Background IP, including Seller's ownership or exercise thereof; (b) challenge any right, title, or interest of Seller in or to Seller's Background IP; (c) make any claim or take any action adverse to Seller's ownership of Seller's Background IP; (d) register or apply for registrations, anywhere in the world, for Seller's trademarks or any other trademark that is similar to Seller's trademark or that incorporates Seller's trademarks; (e) use any mark, anywhere, that is confusingly similar to Seller's trademarks; (f) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the Product purchased from Seller or any Seller trademark; (g) misappropriate any of Seller's trademarks for use as a domain name without prior written consent from Seller; or (h) alter, obscure, or remove any of Seller's trademarks or trademark or copyright notices or any other proprietary rights notices placed on the Product, marketing materials, or other materials that Seller may provide. Seller may, without the prior written consent of Buyer, disclose or publicize in its promotional, marketing and advertising materials including, without limitation, on social media and its website, Buyer’s purchase of the Product from Seller and any photos of the Product or components or manufacturing thereof and Buyer hereby grants to Seller a limited license to use Buyer’s trademarks in connection therewith.
11. Tooling. All tooling used to manufacture the Product is owned by Buyer ("Buyer Tooling"). Seller has no right, title, or interest in or to any of the Buyer Tooling. Notwithstanding the foregoing, (a) if Buyer does not remit payment to Seller for all of Seller’s costs and expenses, as provided by Seller to Buyer, for the tooling (the “Tooling Costs”), or (b) if Buyer owes Seller any outstanding payment for open or finished purchase orders then such tooling shall be owned by Seller until Seller’s receipt of payment in full for the Tooling Costs or purchase order by Buyer as appropriate.
12. Material Certification. ADV Imagine Machining certifies that to the best of our knowledge that the products and services provided conform to all requirements of applicable specifications and drawings.
13. Export Compliance. Buyer shall comply with all export control laws and regulations of the United States, including the International Traffic in Arms Regulations (ITAR) and Export Administration Regulation (EAR). The Buyer is responsible for complying with any regulation or legislation governing the export of goods, and importation of goods into the country of destination and the payment of any taxes, duties, other expenses.
14. Miscellaneous. These Terms and Conditions are governed by the laws of the State of California, without regard to the conflict of law’s provisions thereof. Jurisdiction for any claims arising under these Terms shall lie exclusively with the courts located within Orange County, California. These Terms constitute the entire agreement between you and us regarding the purchase of any Products. The section titles in these Terms are for convenience only and have no legal or contractual effect. You and we agree that these Terms are the complete and exclusive statement of the mutual understanding between you and us, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all modifications to these Terms must be in a writing signed by both parties (except as otherwise provided herein). No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Seller in any respect whatsoever. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. The failure of us to enforce any term or condition of these Terms shall not be deemed a waiver thereof and shall not prevent its later enforcement. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without our prior written consent. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign or delegate these Terms and our rights and obligations without consent. These Terms are binding upon any permitted assignee.
ADV Imagine Terms and Conditions of Sale - Rev. 3/18/2025
