Effective April 1, 2022
Agreement of Terms and Conditions of Sale
Louroe Electronics Inc. (“Louroe Electronics” or “Seller”) hereby establishes the following as the Agreement of Terms and Conditions (“Agreement”) of sale of its products (“Products”) offered for sale to its customers, distributors, and dealers (collectively referred to herein as “Customer(s)”). All sales of Louroe Electronics™ Products sold after the effective date hereof are subject to the terms and conditions set forth herein. No order is valid unless made as set forth below and either signed by Customer or accepted by Customer’s performance of some or all of the terms hereof. The Seller and Customer hereto agree that they may rely on authorized orders that are delivered via facsimile, electronically, or through any other medium and that such signatures and signed orders will be considered an original document bearing an original signature. This Agreement may not be varied or changed, nor any of its provisions waived except in writing, signed by an authorized representative of the Seller. In addition to any other method of acceptance, Customer’s receipt of the goods constitutes its acceptance of all of the terms and conditions hereof.
1.1 Louroe Electronics sells its Products only through authorized dealers and distributors. Orders are placed by faxing an authorized purchase order to (818) 994-6458, through pre-approved EDI, or by e-mailing same to firstname.lastname@example.org.
1.2 The purchase order must (i) be in written form, (ii) specify a customer’s purchase order number or other means of traceability, and (iii) include the part number(s) of the requested unit(s), quantity of products, shipping method and location to which the product is to be shipped. The authorized buyer’s name is to be printed along with their signature and direct contact information, including email address. All shipments to the states of Washington, New York and California must include the Customer’s re-sale number.
1.3 Seller reserves the right to refuse any purchase order unless all information, including pricing, is correct and agreed to by the parties.
1.4 The cancellation of purchase orders must be submitted within 24 hours of the original P.O. This must be in written form sent via fax or email to email@example.com. Please specify the original purchase order number on your cancellation.
2.1 Prices are as posted in the Seller’s price sheets and/or website, however, prices and specifications are subject to change without notice. Seller normally makes pricing changes on an annual basis and provides thirty (30) days notice to existing Customers before this annual price adjustment. Pricing for custom items will be calculated by the Financial Services department on a case-by-case basis.
2.2 Prices are based on U.S. Currency only.
2.3 Claims for price adjustment on any order for shortage must be submitted to Louroe Electronics within seven (7) days from date of receipt of the order. Exceptions to this policy are handled on an individual basis.
2.4 Minimum Advertised Price. This MAP Policy shall work under the following guidelines
2.4.1 The MAP Policy shall apply to all Louroe Electronics Products sold by Distributor. Distributor agrees not to advertise any Louroe Electronics Products at a price lower than the MAP as determined by Louroe. The MAP Policy Pricing for Products shall be equal to Integrator pricing as listed on each Louroe price sheet made available to Authorized Distributors. MAP pricing is established by Louroe Electronics and may be adjusted by Louroe Electronics at its sole discretion.
2.4.2 The MAP Policy applies to all advertisements of selected Louroe Electronic Products in any and all media, including, without limitation, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, Internet or similar electronic media including websites, email newsletters, email solicitations, television, radio, and public signage. The MAP policy is not applicable to any in-store advertising that is displayed only in the store and not distributed to any customer. In-store displays, point-of-sale signs, hangtags or bar codes or similar marks on Products or product packaging which merely state the price are not considered “advertising” for purposes of this MAP Policy. In that regard, this MAP Policy does not apply to the actual sales price on any “check-out page” of any Distributor website or related internet site (typically the page at which the end user finally purchases the product).
This MAP Policy does apply to any other page(s) on the Distributor website.
2.4.3 It is strictly prohibited for Distributor to list for sale, directly or indirectly, on any Internet action site including but not limited to eBay, Yahoo Auctions, or similar ecommerce websites, Louroe Electronics Products at prices less than MAP. If selling Louroe Electronic Products through auction, opening bids must start at MAP and “Buy it Now” options must be listed at a price equal or greater than MAP. Internet auctions may not display or have reserved bid or other acceptable prices below the MAP price.
2.4.4. “Bundling” or including a free or discounted product (whether made by Louroe or another manufacturer) with a Louroe product covered by this MAP Policy would violate this policy and is not permitted.
2.4.5. If pricing is displayed, any strike-through or other alteration of the Minimum Advertised Price is prohibited.
2.4.6. The MAP Policy applies only to advertised prices. MAP does not apply to the price at which the Products are actually sold or offered for sale within the Distributor storefront/branch location or over the telephone. Distributor remains free to sell the Products covered by MAP at any price.
2.4.7. The MAP Policy does not establish maximum advertised prices. Distributor may offer Louroe Electronics Products at any price in excess of the MAP established for such Products.
2.4.8. The MAP Policy does not in any way limit the ability of Distributor to advertise that “they have the lowest prices” or, they “will meet or beat any competitor’s price,” that consumers should “call for a price,” “add product to shopping cart for price,” or phrases of similar import as long as the price advertised or listed for the Products is not less than MAP.
2.4.9. Louroe Electronics reserves the right to modify or suspend its MAP Policy by notifying Distributor of such a change. Louroe Electronics further reserves the right to adjust the MAP with respect to all or certain Products at its sole discretion upon 30 days advance written notice to Distributor provided that such changes shall apply equally to all Distributors.
2.4.10. In recognition of cases in violation of the MAP Policy, Louroe will bring in writing to the Distributor the request for remedy and allow the distributor twenty-four (24) hours to bring advertising into compliance or Louroe Electronics will cease supplying Products to Distributor until Distributor is under compliance. In cases of intentional and/or repeated failure to abide by this policy, Louroe Electronics may, at its sole discretion, suspend Distributor’s distributorship, reduce the distributor discount offered to Distributor, and terminate all orders from Distributor.
2.4.11. When any violations of this Agreement or the MAP Policy occur, all interested parties, including the unauthorized dealer, defined as a seller of Louroe Electronics™ Products with whom Louroe either does or does not have a formal distributorship, will be notified immediately that they are in violation of Louroe’s MAP Policy. In the event an unauthorized dealer is found to have purchased Products from a known, approved Louroe distributor or dealer and is advertising or marketing in violation of the MAP Policy, both parties will be notified. Distributor is responsible for the re-sale actions of their customers and will be held accountable for any violations of this Agreement or the MAP Policy.
2.4.12. This MAP Policy is solely Louroe Electronics’s decision and responsibility. The foregoing MAP
Policy and any MAP Product Listing is subject to modification or discontinuance by Louroe Electronics, in its sole and absolute discretion, at any time. Any action taken by Louroe Electronics under this policy shall be without liability to Louroe Electronics.
3.0 Delivery & Shipping
3.1. All products will be shipped “EXW, VAN NUYS, CA”. The seller makes the goods available at his/her premises. This term places the maximum obligation on the buyer and minimum obligations on the seller. The Ex Works term is often used when making an initial quotation for the sale of goods without any costs included. EXW means that a buyer incurs the risks for bringing the goods to their final destination. The seller does not load the goods on collecting vehicles and does not clear them for export. If the seller does load the goods, he does so at buyer’s risk and cost. If parties wish seller to be responsible for the loading of the goods on departure and to bear the risk and all costs of such loading, this must be made clear by adding explicit wording to this effect in the contract of sale.
Merchandise will be shipped via ground transport unless otherwise specified. Expedited shipping is available. The costs associated with shipping are borne by the Customer. Customer may provide an account number with a major shipping company.
3.2 The majority of products normally ship three (3) business days from date of order acceptance. Please contact Seller for a current list of long lead time products. Seller will assign estimated ship dates based on the production requirements and the date that the order is received and accepted. Orders accepted before 12:00 noon Pacific Time will enter into processing the same day. Orders accepted after 12:00 noon Pacific Time will enter into processing the following business day. Seller shall make every reasonable effort to meet the delivery date quoted and/or acknowledged. However, Seller will not be held liable for its failure to meet such date. In the event of delays, Seller will advise Customer of the delayed ship date. Orders which cannot be shipped for more than ninety (90) days from date of order may be canceled by mutual written agreement.
3.3 Seller shall not be liable for loss, damage, detention, or delay due to any cause beyond the reasonable control of Seller, including but not limited to force majeure delays. In case of delay in performance due to any such cause, the date of delivery or time for completion will be adjusted to reflect the actual length of time as may be necessary to properly reflect the delay. The Customer’s receipt of the Products shall constitute a waiver on any claims for delay. Claims for delay in shipment, shortage, and damage must be initiated by the Customer with the carrier unless the carrier requires that Seller file the claim. Claims for shortages, or incorrectly filled orders must be made within five (5) days after receipt of shipment.
3.4 In the event that Customer requests a firm ship date before the standard lead time, subject to the Customer’s prior approval, Seller reserves the right to apply a 10% expedite fee to the price of expedite product in order to meet said firm ship date. Not all products or quantities are available for expediting.
3.5 Product weight quoted on current price list is the weight of the product only. The container and packing materials are not included.
3.6 Seller reserves the right to ship complete orders in advance of the ship date specified and partial orders with prior approval from Customer.
3.7 A fee of $10 will be charged for all orders being drop shipped to a location other than the Customers warehouse or Customer’s branch.
3.8 The authorized Customer purchasing representative will be the interface with Seller when a shipment was dropped shipped to a third party and/or remote site.
Louroe ElectronicsTM Products are subject to either general or validated license controls under the United States Export Administration regulations. Export of Louroe Electronics™ Products without proper export license is prohibited by law. For further information on requirements regarding the export of Louroe Electronics™ Products, contact the US Department of Commerce International Trade Administration, Washington, DC, 20230, or Louroe Electronics at (www.louroe.com) or (818) 994 6498.
5.0 Payment Terms
5.1 Standard domestic payment methods available are (i) open credit upon approval, (ii) credit card, (iii) debit card, (iv) prepayment in advance of the work/product (v) bank transfers, (vi) letters of credit, (vii) bank checks, and company checks cleared and verified by the appropriate financial institution prior to delivery of Products and (viii) COD. Standard international payment methods may require (i) letters of credit, (ii) bank wire transfer, (iii) Ex-Im Bank (iv) credit cards, and (v) prepay rather than open credit terms – all subject to credit and accounting services department approval. For more information about letters of credit guidelines, please contact our accounting department.
5.2 All claims and/or disputes concerning billing issues and discrepancies must be submitted in writing to Seller for consideration within thirty (30) days from invoice date. Otherwise, all billings are considered final and due and payable within thirty (30) days from the date of the invoice, unless otherwise agreed by Seller. Unpaid balances shall have interest / service charge accrue on all past due invoices at the maximum legal rate, or 1.5% per month (18% APR), whichever is lower.
5.3 Orders that involve custom products by special agreement will generally require a deposit and may require progress payment terms due at the time of ordering and during manufacture. Custom products may also incur a labor charge for design, engineering, or other specialized work required by the nature of the order. Invoices for custom products are under the same payment schedule (30 days) as production products.
5.4 Only if the Customer has a credit memo issued by LouroeTM, the payment on the outstanding amount owed may be “net” when a copy of the credit memo or reference to the credit memo number is enclosed with the payment. If the Customer does not request application of the open credit memo, it remains open in the Customer’s account.
5.5 Credit cards are accepted for all new accounts meeting the purchasing requirements so long as the Customer has submitted a completed credit request form and a credit authorization release form.
5.6 Seller reserves the right to change the credit terms at any time, including but not limited to placing the Customer on a C.O.D. basis, when, in Seller’s opinion, Customer’s financial condition or previous payment record so warrants.
5.7 In the event it becomes necessary to incur collection costs or initiate suit to collect any amount due and owing under a delinquent invoice, or any portion thereof, the Customer agrees to pay any additional collection costs, charges, and expenses including reasonable collection agency and/or attorney’s fees. Credit cards are not accepted for payments on past due accounts. Past due accounts may be settled with check or wire transfer only.
Seller’s posted prices do not include any Federal, State, or local property, license, privilege, sales, use, excise, gross receipts, VAT, or other like taxes which may be now or hereafter applicable to, measured by, or imposed upon or with respect to (i) the Products,(ii) their sale, value or use,(iii) or any services performed in connection therewith. Such taxes are not itemized separately to the Customer, and it is the Customer who shall make prompt payment to the appropriate regulatory agency. Seller will accept a valid tax exemption certificate from the Customer, if applicable. If an exemption certificate previously accepted by Seller is not recognized by the governmental taxing authority involved, Customer agrees to promptly reimburse Seller for any taxes covered by such exemption certificate which Seller is required to pay.
7.1 Seller warrants Louroe Electronics™ Products to be free from defects in material and workmanship to the original Customer for a period of five (5) years from the date of original shipment with the exception of the Digifact Line of Products which offer a two (2) year warranty. This warranty shall be limited to Seller, at its sole discretion, replacing or repairing defective parts or products free of charge when the defect or malfunction is (i) determined by Seller to have not been caused by improper storage, handling, installation, operation, and (ii) when, based on our evaluation, the product has been applied and used in accordance with our published specifications, and/or installation/operation instructions. There will be no charge for parts and labor for any repair or replacement of Products qualifying under warranty.
7.2 The warranty shall terminate after five (5) years with the exception of the Digifact Line of Products which is two (2) years, or at the time the Product(s) is/are (i) originally shipped to the distributor, which is based on the ship date (ii) damaged or not maintained as reasonable and necessary, (iii) factory seal broken, product modified, (iv) improperly installed, or (iv) repaired by someone other than Seller for a defect or malfunction covered by this warranty. In addition, removal of the serial number will void the warranty. In the event that the consumer or retailer can provide proof of purchase that demonstrates the product was purchased from a source within one year of Customer’s receipt, Seller will then honor the date on the proof of purchase as the beginning of the warranty period. This proof of purchase must have the serial number of the Louroe unit that was purchased.
7.3 All warranty claims are subject to Seller’s approval and can be denied at its sole discretion based upon the stated limitations.
7.4 Individual products sold in the ASK-4 Kits shall maintain a five-year warranty based solely on the serial number of each product.
7.5 Products repaired under warranty shall maintain a 90-day warranty on the repaired part(s) or the balance of the original five-year warranty, or two-year on the Digifact® Line, whichever is longer.
8.0 Returns & Credits
8.1 All merchandise being returned to our factory for either credit or repair must have a Return Merchandise Authorization (“RMA”) number. To apply for a RMA number, go to www.louroe.com/support/rma and complete the RMA application. You will be contacted within 48 hours with your assigned RMA number. Customers will need to provide (i) model number and serial number of the Product, (ii) if available, the shipment date of the unit (from packing list) or original purchase order number, (iii) a new purchase order number, (iv) symptoms of any Product defects, (v) technical call reference number for products in warranty, (vi) method of shipment, and (vii) type of RMA required (repair/return, return only for credit or DOA) to obtain a RMA number.
8.2 Upon receipt of a Customer RMA request for either repair or credit of Products, Seller will either issue an RMA number or provide Customer with a written explanation for its refusal to issue the RMA within thirty (30) days of the request date. Unauthorized returns will be refused and returned to the shipper at the Customer’s expense. An RMA number is valid for a period of ten (10) days from the date of issue. After ten (10) days, the RMA number will be voided. An RMA number will not be issued for special order or custom material, except for warranty repair claims.
8.3 Credits will be issued for material that is re-sellable, brand new, unopened in its original box, and with the factory seal intact and untampered.
8.4 Orders / Product(s) that are acceptable for credit and returned within fifteen (15) business days from date of shipment will be restocked at no charge. Those products accepted for return for credit after the initial 15 days to thirty (30) days are subject to a 20% restocking fee. Orders that are accepted for return between thirty (30) and one hundred eighty (180) days are subject to a 25% restocking fee. Orders that are accepted for return between one hundred eighty (180) and three hundred sixty-five (365) days are subject to a 35% restocking fee. No returns will be accepted for credit later than three hundred sixty-five (365) after shipment. Requests for return for credit of special ordered or custom merchandise will not be honored.
9.0 Repairs and Replacements
9.1 Defective Products must be returned to Seller’s factory for repair or replacement. A RMA number must be requested from Seller and issued before returning the product, as provided above.
9.2 When Seller receives the returned merchandise, it will be inspected and tested by quality control within five (5) business days. During that evaluation, an estimated cost of repair will be developed and reported to Customer if the product is no longer covered by warranty. The decision to repair with charge shall be made by the Customer. If the Product is under warranty, at Seller’s discretion, the Product will be repaired and returned and/or replaced within 10 business days of receipt by the Seller. Specially ordered equipment that must be returned to the vendor for repair may take longer for repair. Products repaired under warranty will be returned to Customer via UPS Ground at Seller’s expense. Customer shall have the option to expedite return shipping at Customer’s expense.
9.3 If the customer chooses to attempt to repair LouroeTM products on their own, Louroe will ship replacement parts to the customer for a fee; however, the warranty on the product will no longer be valid. The customer must issue a purchase order for the specific component part(s).
9.4 Advance replacement units are available only when Products under warranty (Section 7.0) received by the Customer do not work properly – or are damaged in transit. Under the advance replacement program in situations where the Customer desires continuous operation while waiting repair or replacement, Seller will arrange upon request for advance replacement of damaged or defective Products prior to the returned product’s return to operational performance. The Customer must issue a purchase order for the advance replacement and Seller will invoice the customer for the replacement Products and subsequently issue credit upon receipt of the returned advanced replacement Products if found to be received back in good working order. Any Products sent in with the request for an advance replacement that has been found to have been either improperly installed and/or damaged will not be allowed an advance replacement option but will maintain the option for repair and return. Advance replacements will be provided only for the first ninety (90) days from the date of original purchase. The Louroe ElectronicsTM Product serial number must be identified from the inoperable Products. Advance replacement Products will be shipped at the Customer’s expense.
9.5 Any product returned to Seller will be inspected and tested by our Technical Service group and if determined to be in good working condition, will be returned to the Customer and a testing fee will be billed to the Customer’s account or credit card for those Products out of warranty period. The purchase order number that was supplied to Seller for the advance replacement equipment will be used for the billing of this testing fee. If an advance replacement product is not ordered, then the return merchandise authorization number will be used for the billing. The testing fee will not be refundable. In addition, the Customer will not receive the credit for the return of the defective equipment and will be expected to pay for the replacement equipment that was shipped as advance replacement.
9.6 After six (6) months of no contact from a customer who returned product under an RMA, Seller shall consider the product abandoned. Customer waives all claim or right to the product and ownership of the product shall transfer to Seller.
10.0 Limitation of Liability
10.1 All statements, technical information and recommendations contained in the Louroe Electronics catalog, data sheets, trade literature, and other printed materials are based on information believed to be reliable, however the accuracy or completeness thereof is not absolutely guaranteed. Before utilizing any Louroe ElectronicsTM Product, the Customer should determine the suitability of the product for its intended use. The Customer assumes all responsibility for and shall bear all liabilities and expenses related to the installation and monitoring of the performance of the Product(s).
10.2 The Customer shall hold Seller harmless and indemnify Seller from any liability, loss, costs, expenses or damages however caused by any Louroe ElectronicsTM Product(s) whether or not defective where Customer or any third party fails to properly install and/or monitor the equipment. In addition, Customer shall hold harmless and indemnify Louroe Electronics from and against all claims, demands, losses and liability arising out of damage to property or injury to persons occasioned by or in connection with the acts or omissions of Customer and its agents and employees, and from and against all claims, demands, losses and liability for costs of fees, including reasonable attorneys’ fees, in connection therewith.
10.3 Louroe Electronics does not represent or warrant that (i) its Products cannot be compromised or circumvented, (ii) that the Product will prevent any loss from burglary, hold-up, fraud, or bodily injury or otherwise, or (iii) that the product will in all cases provide the protection for which the product was installed or intended. Customer acknowledges that Seller is not an insurer and assumes no risks for losses or damages or the cost of any inconvenience, transportation damage, misuse, accident, or similar incident. Seller further assumes no responsibility for false alarms from its sound activated audio monitoring systems by the Customer’s inherent acoustical or environmental interferences or other typical non-alarming sounds.
10.4 Seller’s sole liability and the Customer’s exclusive remedy for damages regardless of theory shall not exceed the cost of correcting the defect and in no event shall such liability be greater than the purchase price paid by the Customer for the defective Products. SELLER SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR SPECIAL, INDIRECT NOR CONSEQUENTIAL DAMAGES OF ANY KIND.
11.0 Product Design
Louroe Electronics reserves the right to discontinue the manufacturing of any of its Products, to make changes in their design or to add improvements to the Products at any time without prior notice to the Customer, provided that Seller shall not be required hereby to change equipment previously sold. No part of this paragraph will be deemed to affect the obligation of Seller to fill orders previously accepted.
12.0 Intellectual Property
12.1 Louroe Electronics is our company name (and trade name) and should be referenced without any legal or other symbol. Louroe Electronics™ (with the TM symbol) and Louroe™ represent our common law trademarks, service marks, and house marks, and should include use of the “TM” symbol each and every time such use refers to any audio monitoring and surveillance systems’ products, parts, specifications, drawings, and the like (collectively, “Intellectual Property Rights”). The symbol should not be used when referring to Louroe Electronics as the name of our company.
12.2 Customer acknowledges that any and all promotional materials created by or used by Customer on which any of Louroe Electronics’ Intellectual Property Rights appear will display the symbol “TM” or “®” or “©” as directed in this Agreement or as subsequently instructed by Louroe Electronics and such use must be adjacent to each use of any such Intellectual Property Rights described in this Agreement and will also always contain the following legal notice:
““®” “™” and “©” designate Intellectual Property Rights, Trademarks, Service Marks, House Marks, and Copyrights owned solely and exclusively by Louroe Electronics and are used under non-exclusive license to [Name of Customer].”
Customer will not place any data online, on the World Wide Web or in any medium regarding the products of Louroe Electronics without its prior written consent.
12.3 Customer shall not use Intellectual Property Rights in connection with Louroe Electronics products in its general publicity, advertising, marketing, signage, or other forms of collateral or media without the prior express written consent of Louroe Electronics.
12.4 Customer agrees, during the term of this Agreement and thereafter, never to challenge or dispute the rights of Louroe Electronics in the Intellectual Property Rights or the validity of the license and agreement being granted herein. Customer agrees that its use of the Intellectual Property Rights inures to the benefit of Louroe Electronics and that the Customer will not acquire any rights, directly or indirectly, in and to the Intellectual Property Rights. All the terms of this Paragraph will survive any termination of this Agreement.
12.5 Customer agrees that it will not, at any time, apply for registration of any Trademark, service mark, house mark, copyright, or other designation which would affect the ownership of Louroe Electronics™ Products or Intellectual Property Rights nor file any document with any governmental authority to take any action which would affect the ownership of the intellectual Property Rights. Customer agrees that it will, at no time, use or authorize the use of any trademark, service mark, house mark, trade name, or other designation identical with or arguably similar to said Intellectual Property Rights except as set forth herein. All of the terms of this Paragraph will survive any termination of this Agreement.
12.6 Louroe Electronics is the owner of all the content, layout, graphics, photographs, and design of its web site at www.louroe.com (collectively, the “Web Site”). Any use, directly or indirectly, inclusive of copying, use, or deployment of the Web Site without the prior written consent of Louroe Electronics is strictly prohibited and will be in violation of federal copyright, trademark and related state and federal laws.
13.1 Louroe Electronics and Customer share a common business purpose to exchange information with each other to further the purposes of this Agreement and any invoices or purchase orders underlying the terms of this Agreement. All such information, delivered by or on behalf of Louroe Electronics to Customer or its agents, employees, or representatives (collectively, “Representatives”) whether furnished before or after the date of this Agreement and regardless of the manner in which it is furnished, together with all drawings, diagrams, specifications, catalogs, literature, manuals, analyses, financial data, compilations, studies or other documents or records prepared by Louroe Electronics is referred to herein as “Evaluation Material”. In consideration of the opportunity to consider such Evaluation Material and to enter into a business transaction with Louroe Electronics, Customer agrees as follows:
(i) The Evaluation Material will be used by Customer and its Representatives solely for the purpose of evaluating or performing the transaction referenced herein. Such Evaluation Material will be kept strictly confidential by Customer and its Representatives.
(ii) The term “Evaluation Material” does not include information which (a) is or becomes generally available to the public other than as a result of the breach of this Agreement by Customer or its Representatives, (b.) is or has been independently acquired or developed by Customer and its Representatives without violating any of Customer’s obligations under this Agreement, and (c.) was within Customer’s or its Representatives’ possession prior to it being furnished to Customer or its Representatives by or on behalf of Louroe Electronics pursuant to the terms hereof; provided that, in the case of (d.) above, the source of such information was not known by Customer to be bound by a confidentiality obligation to Louroe Electronics or any other party with respect to such information.
(iii) Unless otherwise required by law, Customer and its Representatives will not, without the prior written consent of Louroe Electronics, disclose to any person any of the terms or conditions of any possible transaction between the parties including the identity of the parties.
(iv) All Evaluation Material disclosed by Louroe Electronics will be and will remain the property of Louroe Electronics. Within five days after being so requested by Louroe Electronics, Customer and its Representatives will destroy or return all Evaluation Material furnished to Louroe Electronics. Except to the extent a party is advised by legal counsel that such destruction is prohibited by law, Customer and its Representatives will also destroy all written material, financial data, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by Customer, or its Representatives based upon, containing or otherwise reflecting any Evaluation Material. Any destruction of materials will be certified by Customer in writing to Louroe Electronics upon its written request by an authorized officer supervising such destruction.
14.0 Compliance With Laws and Regulations
A. Compliance with Laws. Customer will comply with all laws inclusive of all local, municipal, federal, national and governmental statutes, codes, laws, regulations and ordered (collectively “Laws”) pertaining to the proper use, marketing, licensing and sale of Louroe Electronics ™ Products and will further indemnify and hold Louroe Electronics free and harmless and provide Louroe Electronics with the costs and expenses of a defense including the payment of attorneys’ fees from and against any and all claims, debts, obligations and liabilities arising, directly or indirectly, from Customer’s failure or omission to so comply with any and all such Laws.
B. Export Controls. Customer acknowledges that Louroe Electronics has informed it that U.S. law and the U.S. Export Administration Regulations (“EAR”) govern and may prohibit the re-export or other disposition of Louroe Electronics’ products, spare parts, and related technical data received by Customer or its customers without prior U.S. Government approval. Customer therefore agrees that it, and not Louroe Electronics, will be solely responsible for obtaining any and all necessary export licenses and complying with all the terms, conditions, required procedures, and documentation of any export license issued for the delivery of the products subject to this Agreement.
C. Ethical Practices. Customer agrees and warrants that in the performance of its obligations under this Agreement it will not take any action that will render Louroe Electronics liable for a violation of the U.S. Foreign Corrupt Practices Act, which prohibits the offering, giving, or promising to offer or give, directly or indirectly, money or anything of value to any official of a government, political party, or instrumentality thereof in order to assist it or Louroe Electronics in obtaining or retaining business. Violation of this section by Customer instantly renders this Agreement null and void.
D. Antiboycott Compliance. Customer acknowledges that it is solely responsible for complying with the Export Administration Act provisions concerning anti-boycott compliance, that is, that Customer acknowledges that it is prohibited from taking or knowingly agreeing to take any of the actions contained in the law, in either interstate or foreign commerce of the U.S., with the intent to comply with, further, or support any boycott fostered or imposed by a foreign country against a country that is friendly to the U.S.
15.0 Relationship of Parties
The terms and conditions of sale do not in any way create the relationship of joint venture, partnership, or principal and agent between Louroe Electronics and its Customer(s). Neither party shall have the power or ability to pledge the credit of the other nor to bind the other or to contract in the name of or create a liability against the other in any way for any purpose.
In the event Customer receives a claim that the Product or any part thereof infringes upon the patent, copyright, trademark or proprietary rights of others, Customer shall immediately notify Seller in writing of all such claims. Seller shall defend or settle such claims and exercise its best efforts to procure for Customer the right to use the Products or modify the Products to avoid infringement. Customer shall cooperate in the defense of any such claims as reasonably requested by Seller. Seller will indemnify and hold Customer harmless from any costs or damages resulting from such claims including reasonable attorney’s fees. However, Seller shall have no liability, or any claim based upon the combination with, operation of, or use of any equipment not supplied by Seller or based upon alteration of the product by someone other than Seller.
17.0 Conflicting Terms
Louroe Electronics rejects any terms or conditions stated by Customer or contained in Customer’s purchase documents or correspondence which are in addition to, conflict with or limit the terms and conditions as set forth herein. Customer’s execution or other acceptance of this proposal or its acceptance of delivery of all or part of the goods to be delivered hereunder shall constitute Customer’s acceptance of the terms and conditions herein and shall be deemed to exclude any additional, conflicting or limiting terms stated by Customer or contained in Customer’s purchase documents or correspondence.
18.0 Governing Law
These terms and conditions shall be governed by and interpreted in accordance with the laws of the State of California, without regard to any choice of law provisions or principles. Any action brought by either party to enforce any of the terms and provisions of these terms and conditions or any order or invoice there under shall be filed exclusively in the jurisdiction of the any local, State or Federal Court located within the County of Los Angeles, State of California. The parties consent to the jurisdiction of the courts of the State of California and further consent that any process or notices of motion or other applications to the court or judge may be served outside the State of California by registered mail or personal service. The parties agree that service as herein set forth shall be sufficient to confer upon such court jurisdictions in personam over the parties.
19.0 Attorneys Fees
In the event of any dispute under these terms and conditions the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to damages.
Each provision of these Terms and Conditions shall be valid and enforceable to the fullest extent permitted by applicable law. If any provision or application of these Terms and Conditions to any person or circumstance be held invalid, inoperable, or unenforceable, all the remaining terms and application to other persons and circumstances will not be affected, impaired or invalidated thereby.
21.0 Audio Monitoring and Liability Notice
Louroe Electronics hereby notifies installers that its audio monitoring products are to be deployed only with a full understanding of the Federal, State, and local jurisdiction laws and regulatory requirements regarding audio monitoring and the rights of data protection and privacy. Louroe ElectronicsTM Products should never be placed into use without providing customers with the knowledge that audio monitoring is in use on the premises. This knowledge may be achieved by notification placed on entry and exit door(s), public/private threshold(s), parking facility gates or entry/exit drives, or other methods to insure those persons under audio surveillance have provided implies consent to such surveillance as required by Federal, State, and local laws. These audio monitoring laws / codes vary from jurisdiction to jurisdiction and opinion from legal counsel familiar with the local governing law should be obtained prior to utilizing audio surveillance. Under Federal and State Law, public notice must be given prior to utilizing audio surveillance. Louroe Electronics provides a set of decals(s) with its Products that are designed to provide this notice, and it is these or similar notices or decals that must be posted in a visible location of residential and commercial private and public buildings in order to legally utilize audio surveillance. Failure to post notice of audio monitoring on premises could result in civil and criminal charges to the parties involved and will not be admissible as evidence in court cases.
22.0 Demo and Proof of Concept (POC)
In order to maximize a sale opportunity: Louroe recognizes the value of demonstrating to first timers, the design, the tailored application, and the quality of the performance of these professional class products. Louroe offers* a Demonstration process.
Beyond the Demonstration event, many end-users technical and tactical stakeholders who are serious require a proof-of-concept offered before purchasing even for a pilot project. Verifying the product(s) in a deployment operation as offered by the representative, can minimize further objections to a purchase. Louroe offers* a Proof-Of-Concept (“POC”)
- Physical assets such as product for demonstration are to come through the MFG. REP. Other deemed qualified by the Mfg. Rep (Rep. and/or the principle) can request a Demo unit from Louroe via the Company Regional Manager or our Technical Services Specialists. Be prepared to tie the Demo unit into an end-user. Demonstration that is conducted along with the end-user’s chosen integrator stands a greater probability to close the opportunity. Do not release control of the Demo unit without seizing the opportunity to gather information about the project(s). The units will be tasked to demonstrate Louroe’s Brand Promise, the product’s working ability to compliment the system and bring benefit the project.
- Products for a proof of concept (“POC”) usually involves placing the product in a use case/application scenario. For us integrators, this may be a “bench Test” in their facility. Audio asset placement in the working environment, Installation, interconnection, and inter-operation are all elements of a proof of concept. Said another way, this POC confirms Louroe’s representative’s Subject Matter Expert Opinion of operating the asset as explained and noting the benefits as stated.
- IF a Demo product is requested directly by an end-user, it must first be acknowledged and approved by Louroe Regional Management and the Representative. Period of performance for the Demo is during the design phase of the project, usually at the Vendor qualification meeting between parties. The best practice is to have the decision makers participate in the demonstration meeting. Unless approved by the Representative, the demonstration product is not to stay with the integrator / end-user. It is the property of the Company and assigned to the Mfg. Rep.’s assets
- The POC will be up to 30 days, given schedule of priorities and replicating the working environment. The User’s Credit Card authorization form furnished by Louroe information and project considerations are completed and noted, and then the end-user can request an additional 30 days for POC completion. The authorization form will be held on file before a sales order will be prepared and the product then shipped to the Mfg. Rep. to distribute.
- When the POC has been completed, the Mfg. Rep. will request a Return Authorization Number. To apply for a RMA number, go to www.louroe.com/support/rma or call (818) 994-6498 ext 215. Once the unit has been returned to Louroe and evaluated by Louroe Technical Support, a credit memo will be issued and applied to the original invoice. If the Demo/POC product is not returned within the specified time, or is damaged thru neglect, Louroe will charge the credit card on file.
- Adopted into the L.E. Terms and Conditions of Sale
- Through its Contracted Mfg. Representatives w/ assistance from L.E. Regional Manager