Terms of Sale

Terms & Conditions

These Terms and Conditions May Change. Armodilo Display Solutions, a division of Bonzai Design Group Inc. reserves the right to update or modify these Terms and Conditions at any time without prior notice.

Governing Terms

All products and services offered for sale by Armodilo Display Solutions (“Armodilo”) are sold subject to the terms and conditions stated herein. These terms and conditions shall apply to the sale of the products described in the Armodilo Quotation, Sales Order, Invoice, or other contract documentation to which these terms and conditions are attached or incorporated by reference. Except as expressly agreed by an authorized representative of Armodilo in writing, no other terms and conditions, including any terms and conditions attached to, or contained within, Buyer’s request for quotation, acknowledgment, purchase order or other contract documentation shall apply. Buyer’s acceptance of the products delivered by Armodilo shall constitute an affirmation by Buyer that the terms and conditions set forth herein govern the purchase and sale of the goods or services. THE TERMS OF THIS CONTRACT SHALL SUPERSEDE ANY ADDITIONAL, DIFFERENT OR CONFLICTING TERMS PROPOSED BY BUYER OR CONTAINED ON BUYER’S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY BUYER.

Prices, Taxes and Payment

All prices are firm unless otherwise agreed to in writing. Armodilo reserves the right to change the prices and specificationsof its products at any time without notice. Any tax, duty, custom or other fee of any nature imposed upon this transaction by any federal, state or local governmental authority shall be paid by Buyer in addition to the price quoted or invoiced. In the event Armodilo is required to prepay any such tax, Buyer will reimburse Armodilo. Payment terms shall be PAYMENT UPON SHIPMENT unless otherwise expressly agreed upon in writing by an authorized representative of Armodilo.

Delivery and Shipment

Armodilo will make every effort to ship the products or provide the services hereunder in accordance with the requested delivery date, provided that Armodilo accepts no liability for any losses or for general, special or consequential damages arising out of delays in delivery. All shipment costs shall be paid by Buyer, and if prepaid by Armodilo, the amount thereof shall be reimbursed to Armodilo.

Cancellation Prior to Shipment

In the event Buyer requests that an order for products or services which it has placed with Armodilo be cancelled prior to shipment, and with which request Armodilo agrees, Buyer shall be liable to Armodilo for all costs incurred by Armodilo as a result of such cancellation, including but not limited to, cancellation costs to suppliers and unreimbursed advances on goods, if any, together with any specifically identifiable incidental and consequential expenses.

Return Policy

Your business is very important to us and we value our clients! Our products have been produced to the highest quality standards and are tested and reviewed multiple times before shipment. If you feel you need to return a product, please contact your Customer Service Representative within 30 days of the receipt of the item. You will be issued a Return Authorization Number (RMA) without which you will not be able to make an exchange or return. ALL RETURNS ARE SUBJECT TO A 15% REFINISHING & RESTOCKING FEE. Items need to be unused and packaged in their original packaging. We review each return individually once it’s received and reserve the right to charge a higher restocking fee, up to 50% based on the condition of the units when they arrive at our warehouse. Refunds are processed upon receipt of the product and DO NOT include shipping/handling costs.

AURA / Xero: These units are made to order and therefore are non-refundable - all sales on these units are final.

Custom work: All custom projects, custom paint and custom modifications (such as Power Buttons or Power Holes as well as any other modifications) to parts or complete units is non-refundable.

Title

Title to the products shall remain with Armodilo until the occurrence of the following events: a) when the point of origin of the shipment is within the country of destination, upon the shipment of the products from the Armodilo facility; b) when the point of origin of the shipment is not within the country of destination, upon the arrival of the products at the Port of Entry of the destination country.

Risk of Loss

The risk of loss or damage to the products shall be assumed by Buyer upon the occurrence of the following events: a) when the point of origin of the shipment is within the country of destination, upon the shipment of the products from the Armodilo facility; b) when the point of origin of the shipment is not within the country of destination, upon the arrival of the products at the Port of Entry of the destination country.

Disclaimer of Express and Implied Warranties

The products shall be covered by the applicable Armodilo standard warranty. NO OTHER EXPRESS OR IMPLIED WARRANTY IS MADE WITH RESPECT TO THE PRODUCTS. Armodilo EXPRESSLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. Any model or sample furnished to the Buyer is merely illustrative of the general type and quality of goods and does not represent that the products will conform to the model or sample. Buyer’s remedies under Armodilo’s warranty shall be limited to repair or replacement of the product or component thereof which failed to conform to Armodilo’s warranty.

Technical Advice

Armodilo may, at Buyer’s request, furnish technical assistance, advice and information with respect to the products, if and to the extent that such advice, assistance and information is conveniently available. It is expressly agreed that there is no obligation to provide such information which is provided without charge at the Buyer’s risk.

Agents, etc.

No agent, employee or other representative has the right to modify or expand Armodilo’s standard warranty applicable to the product(s) or to make any representations as to the product(s) other than those set forth in Armodilo’s product literature and any such affirmation representation or warranty, if made, should not be relied upon by Buyer and shall not form a part of this Contract.

Exports

Buyer represents that it will not knowingly export, either directly or indirectly, any product or service to any country for which approval is required, without the prior written approval of the office of Export Administration of the U.S. Dept. of Commerce or any other applicable U.S. or other Country’s Government Agency.

Governing Law

The laws of the Province of Ontario, Canada shall govern the interpretation, enforcement and performance of this Agreement. Armodilo Display Solutions and the customer each expressly waive and disavow any rights that may accrue under any other body of law. The U.N. Convention on Contracts for the Sale of International Goods is hereby excluded from application to this Agreement.

Limitation of Liability

In no event shall Armodilo (including its affiliate and subsidiaries) be liable for anticipated or lost profits or for special, punitive, indirect, incidental, or consequential damages. Armodilo’s total liability on any claim of any kind for any loss or damage whatsoever arising out of or in connection with or resulting from this Contract or from the performance or breach thereof shall in no case exceed the price allocatable to the products or units thereof which gives rise to the claim.

Assignment

Buyer shall not assign its rights or its obligations under this Contract without the written consent of Armodilo.

Performance

Unless otherwise agreed to in writing, Armodilo reserves the right to make design changes which Armodilo believes will improve its products. Armodilo may also satisfy customer purchase orders by shipping 90-105% of ordered quantities for nonstandard products depending on actual yield from such nonstandard product runs. Armodilo shall only charge Buyer for actual quantities shipped. Armodilo’s performance shall be excused in the event of strikes, accidents, fires,unavailability of materials and all other causes beyond the control of Armodilo.

Tool Ownership

All tools, dies, and patterns produced by or at the request of Armodilo, or otherwise utilized by Armodilo in the production of any products sold to Buyer, shall remain the exclusive property of Armodilo. Armodilo reserves the right to advertise and/or sell any of the foregoing items and any of its products produced therewith, unless otherwise specifically agreed to in writing by an authorized representative of Armodilo.

General Provisions

The failure of Armodilo to enforce at any time any of the provisions of this Contract, to exercise any election or option provided herein, or to require at any time performance by Buyer of any of the provisions herewith shall in no way be construed to be a waiver of any such provisions, or the right of Armodilo thereafter to enforce each and every such provision. This Contract contains the complete and exclusive statement of the agreement between the parties in connection with the subject products and/or services and supersedes any previous understandings, communications, commitments, or agreements, oral or written. Buyer warrants that it has not offered or given and will not offer or give to any employee, agent or representative of Armodilo any gratuity with a view toward influencing such person with respect to the terms, conditions or performance of this Contract or any contracts with Armodilo. Armodilo and Buyer are independent contractors; neither is an agent or employee of the other or has any authority to assume or create any obligation or liability of any kind on behalf of the other. Any provision of this Contract that is invalid or unenforceable under applicable laws with respect to a particular party or circumstance will be severed from this Contract with respect to such party or circumstance without invalidating the remainder of this Contract or the application of such provision to other persons or circumstances. The headings used in this Contract have no legal effect.