Standard Terms and Conditions
Standard Terms and Conditions of Sale
Definitions
"Products" means the goods or services supplied by The Raster Shop, LLC. "Customer or Reseller" means the person who buys or
agrees to buy products from The Raster Shop, LLC. "Person" shall mean a natural person, corporation, partnership, Limited
Liability Company, trust, estate, joint venture, sole proprietorship, government [and any branch or subdivision thereof],
governmental agency, association, cooperative or other entity.
General
Any purchase order for products shall be deemed to be an offer by the Customer or Reseller to purchase products according to
these terms and conditions.
The contract between The Raster Shop, LLC and the Customer or Reseller comes into existence when the Customer’s or
Reseller’s order has been accepted and acknowledged by The Raster Shop, LLC according to these terms and conditions.
These terms and conditions shall prevail over any standard terms and conditions produced by the Customer or Reseller and
shall not be altered, modified or amended unless expressly agreed in writing by The Raster Shop, LLC.
Price
The price shall be the price quoted to the Customer or Reseller by The Raster Shop, LLC at the time of the Customer or
Reseller placing the order. Shipping and handling charges will be noted as a separate line item and are the responsibility
of the Customer or Reseller. Price quotes shall exclude any applicable value added or any other sales tax [which shall be
due at the prevailing rate].
The Raster Shop, LLC reserves the right to amend quoted prices at any time prior to shipment.
Order Cancellation / Restocking Charges
Customer or Reseller shall notify The Raster Shop, LLC in writing at least ten days prior to the scheduled ship date if they
wish to delay delivery on any product. The Raster Shop, LLC may, at its option, either treat such notification as a termination
of the purchase order to which it applies, or establish a new scheduled ship date.
Customer or Reseller may terminate in writing any product, which is to be delivered under any purchase order, in whole or in
part prior to shipment, provided that Customer or Reseller is not in default of its obligations under this Agreement at the
time of the cancellation request. In the event of a cancellation, Customer or Reseller shall be liable and agrees to pay
cancellation charges to The Raster Shop, LLC in accordance with the following: cancellation notice received less than
five working days from the scheduled ship date will be assessed a twenty percent cancellation fee.
Customer or Reseller may return product within five business days of receipt of such product except custom software or
scanning services, provided that the product is unused and that Customer or Reseller is not in default of its obligations
under this Agreement at the time of the restocking request. In the event of a return, Customer or Reseller shall be liable
and agrees to pay charges to The Raster Shop, LLC in accordance with the following:
a. Return notice is received within five business days from the delivery date that product is unused and can be shipped back
without damage.
b. Customer or Reseller will be assessed shipping and handling costs in both directions plus a twenty percent restocking
fee. The Customer or Reseller will be refunded the cost of the goods minus the restocking fee in the form of a check from
The Raster Shop, LLC.
Payment
The Customer or Reseller shall pay the price and any other sums due in respect of the products prior to shipment by cash,
credit card or check made payable to The Raster Shop, LLC. No credit terms will be accepted without prior approval from
The Raster Shop, LLC.
If the Customer or Reseller is approved by The Raster Shop, LLC for a credit account, The Raster Shop, LLC shall invoice the
Customer or Reseller on the date of shipment and the invoice shall be payable by the Customer or Reseller within thirty
days of The Raster Shop, LLC’s invoice date. In the event of late payment, The Raster Shop, LLC shall be entitled [without
prejudice to any other right or remedy it may have] to charge the Customer or Reseller interest on the price at the rate
of one-and-one-half percent per month from the date payment became due until actual payment is made irrespective of whether
the date of payment is before or after any judgment or award in respect of the same.
Delivery
Delivery dates quoted by The Raster Shop, LLC are estimates only and time shall not be of the essence of the contract. The
Raster Shop, LLC shall not be liable for any loss or damage suffered by the customer arising directly or indirectly from
any late delivery or non-delivery of the products.
The Raster Shop, LLC shall be entitled to deliver the products in one or more shipments.
Delivery shall be deemed to take place when the products leave The Raster Shop, LLC’s shipping dock.
All risk in the products shall pass to the Customer or Reseller at the time of shipment - freight on board Golden,
Colorado. U.S.A.
Title
In spite of delivery having been made, title in the products shall not pass to the Customer or Reseller until the
Customer or Reseller has paid all sums due to The Raster Shop, LLC.
Warranty, Liability and Indemnity
The Raster Shop, LLC warrants to the Customer or Reseller that all the products supplied under this agreement will
conform to the specifications published by The Raster Shop, LLC, which are in effect at the time when an order is received,
and will be free from defects in design, material and workmanship during the Warranty Period, provided that the defects
arise in normal use and according to The Raster Shop, LLC’s published instructions, and provided that Customer or
Reseller complies with the other terms and conditions of The Raster Shop, LLC’s warranty set forth herein. The
warranty does not apply to Products or parts, which are affected by normal wear and tear. Except for the express
warranties set forth above, The Raster Shop, LLC makes no warranties expressed or implied with respect to the
products manufactured and / or sold by it. The Raster Shop, LLC does not warrant merchantability or fitness for
particular purpose, use or application.
The sole and exclusive remedy for defective products constituting a breach of The Raster Shop, LLC’s warranty shall be
to have such products repaired or The Raster Shop, LLCd at The Raster Shop, LLC’s option, or for The Raster Shop, LLC
to credit the Customer or Reseller with the price thereof at The Raster Shop, LLC’s option.
The Raster Shop, LLC shall not be liable to the Customer or Reseller or any other person, for any incidental, special or
consequential economic loss or other damage.
Liability to third parties for bodily injury, including death, relating to The Raster Shop, LLC’s products delivered hereunder
shall be determined in accordance with applicable law and shall not be affected by the "damages" provisions herein. Customer
or Reseller and The Raster Shop, LLC expressly agree to hold each other harmless with respect to such portion of said personal
injury liability as reflects its own relative fault, including the fault of its directors, officers, employees, or agents. The
Raster Shop, LLC’s liability for damages shall not exceed the payment, if any, received by The Raster Shop, LLC for the
product furnished or to be furnished, as the case may be, which is the subject of claim or dispute. The Raster Shop, LLC
shall not be liable for loss or damage [whether personal, property or otherwise] in excess of the purchase price, resulting
from or arising out of the breach of any term or condition [whether expressed or implied] of any contract resulting here
from, or otherwise resulting from, or arising out of, the manufacture, sale, delivery, installation and / or servicing of
the products or the performance or nonperformance of any contract resulting here from.
The Customer or Reseller shall indemnify The Raster Shop, LLC against and hold it harmless from any and all
claims, suits, liabilities, loss, expenses, damages and costs [including, but not limited to, reasonable attorneys' fees
or costs] resulting from, incurred or arising in connection with: any breach by the Customer or Reseller of this
Agreement; any violation by Customer or Reseller of any applicable law or regulation; any alteration or modification
of any product by the Customer or Reseller; the sale or distribution of any Product known by Customer or Reseller
to be damaged or defective; any modification by the Customer or Reseller or any other person of The Raster Shop, LLC’s
standard warranty or Customer or Reseller or any other person making any warranty or representation regarding the
products other than The Raster Shop, LLC’s standard warranty.
Export Limitation
The Customer or Reseller shall not export, directly or indirectly, any products unless explicitly permitted by the applicable
export control laws and regulations of the United States of America.
Nature of Agreement
This agreement contains the entire agreement between the parties with respect to the subject matter hereof, supersedes
all previous agreements and understanding between the parties with respect thereto.
If any provision of this agreement is held by any court or other competent authority to be void or unenforceable in whole or
part, this agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.
Law; Arbitration and Jurisdiction
Any controversy or claim arising out of, or relating to, this agreement or the breach thereof, other than Customer or Reseller
failure to pay for products, shall be settled by arbitration in Golden, Colorado U.S.A., in accordance with the then rules of
the American Arbitration Association or the Better Business Bureau, and the decision or award of such arbitration shall be
final, binding and conclusive upon the parties thereto, and judgment upon the decision or award may be rendered by the
arbitrator[s] and may be entered in any court of record of any country.
This agreement and the performance of the parties hereunder shall be construed in accordance with and governed by the
laws of the State of Colorado, U.S.A. Customer or Reseller consents to the exclusive jurisdiction of the courts of
Golden, Colorado and / or the U.S. District Court for Jefferson County, Colorado in any action brought: [a] to collect
monies owed by Customer or Reseller to The Raster Shop, LLC or [b] enforce any arbitration decision or award rendered
in accordance with Section Nature of Agreement above.
Acceptance
The furnishing by The Raster Shop, LLC of the Products shall constitute acceptance of that product by Customer or Reseller
unless notice of defect or nonconformity is received by The Raster Shop, LLC within five business days of Customer or
Reseller receipt of the products. Notwithstanding the foregoing, any use of the Products by the Customer or Reseller, its
agents, employees, contractors or licensees, for any purpose, after receipt thereof, shall constitute immediate
acceptance.
Illegality
The Raster Shop, LLC shall not be obligated to perform any term or condition if such performance might, in the opinion
of The Raster Shop, LLC’s legal counsel, violate any governmental law, regulation or ordinance and The Raster Shop, LLC
shall not be liable for damages or loss as a result of such non-performance.
General Conditions
No delay or failure on the part of either party in exercising any right or remedy under this agreement, and no partial or
single exercise thereof, shall constitute a waiver of such right or remedy or of any other right or remedy.
All rights and remedies under this agreement shall be cumulative and not exclusive, and shall be in addition to all other
rights at law or in equity, whether set forth herein or not.
Paragraph headings are inserted for convenient reference only and are not a part of this agreement.
Any written notice required under this agreement shall be given by overnight courier, facsimile transmission or by
airmail, postage prepaid, to the addresses as set forth on the face hereof. Notice will become valid upon The Raster
Shop, LLC’s conformation of said notice.
The Raster Shop, LLC
15800 West Colfax Avenue,
Suite # C
Golden, Colorado. 80401-7417
therastershop.com