​

Effective: November 2025

​

These Terms and Conditions (“Terms”) apply to all purchase orders (“Purchase Orders”) issued by Direct Sound, LLC (“Direct Sound,” “we,” or “our”) to any supplier or contractor (“Seller”). By accepting a Purchase Order, Seller agrees to be bound by these Terms.

1. Offer and Acceptance

A Direct Sound Purchase Order is an offer to purchase goods or services on the terms stated here. A binding contract is formed only when the Seller accepts the order by confirming it in writing, beginning work, shipping goods, or accepting payment. Any terms proposed by Seller that differ from these Terms are rejected unless expressly approved in writing by Direct Sound.

2. Entire Agreement

The Purchase Order and these Terms form the entire agreement between Direct Sound and Seller. They supersede all prior discussions or communications. No additional or conflicting terms from Seller’s invoices, quotes, or acknowledgments will apply unless Direct Sound agrees in writing.

3. Prices and Payment

Prices listed in the Purchase Order are firm, in U.S. dollars, and not subject to increase. Unless otherwise stated, payment terms are net 30 days from the date Direct Sound receives a valid invoice and accepted goods or services. Invoices must reference the Purchase Order number and be sent to the billing address or email specified by Direct Sound.

4. Taxes

Unless otherwise stated, prices include all applicable taxes. If sales or use taxes apply, the Seller must list them separately on the invoice. Seller shall cooperate with Direct Sound to provide documentation needed for any tax exemptions or credits.

5. Delivery and Packaging

Time is of the essence. Deliveries must meet the schedule, quantities, and specifications stated in the Purchase Order. Goods must be properly packaged and labeled with the Purchase Order number. An itemized packing slip must be included in each shipment. Unless otherwise specified, all shipments are FOB Destination, and risk of loss remains with Seller until accepted by Direct Sound.

6. Inspection and Acceptance

All goods and services are subject to inspection and approval by Direct Sound. We may reject or return at Seller’s expense any items that are defective, non-conforming, late, or otherwise fail to meet specifications. Direct Sound may request corrective action, replacement, refund, or an equitable price adjustment. Inspection or payment does not constitute acceptance of non-conforming goods.

7. Warranties

Seller warrants that all goods and services:

• Are new, merchantable, and free from defects in material, workmanship, and design

• Conform to applicable specifications, drawings, or descriptions

• Are delivered free of liens or encumbrances

• Are produced and delivered in compliance with all applicable laws and regulations

If any goods or services fail to meet these warranties, Direct Sound may require prompt repair, replacement, or refund at Seller’s expense. These warranties are in addition to all statutory warranties and survive delivery and payment.

8. Intellectual Property and Confidentiality

Any designs, drawings, specifications, or data provided by Direct Sound remain Direct Sound’s property and must be kept confidential. Seller may not use Direct Sound’s trademarks, logos, or intellectual property for any purpose without written consent. Any inventions, works, or improvements created in connection with fulfilling a Direct Sound Purchase Order are considered “works made for hire” and become the exclusive property of Direct Sound.

9. Compliance with Laws

Seller must comply with all applicable laws and regulations, including those governing labor, safety, the environment, equal opportunity, anti-corruption, child labor,  and export control. Seller must obtain and maintain all necessary permits, licenses, and certifications. Upon request, Seller must provide proof of compliance.

10. Changes

Direct Sound may modify specifications, quantities, delivery schedules, or other terms of the Purchase Order by written notice. If such a change affects cost or delivery time, the Seller must notify Direct Sound within 10 days in writing. Adjustments will be made by mutual agreement only. Unauthorized changes to goods, materials, or manufacturing processes are prohibited without prior written approval.

11. End of Life and Substitutions

If the Seller intends to discontinue or replace a product, it must give Direct Sound at least nine (9) months’ written notice and work in good faith to ensure continuity of supply. No substitutions or process changes may be made without prior written approval.

12. Tools and Equipment

Any tools, molds, dies, or other equipment paid for or provided by Direct Sound remain Direct Sound’s property. Seller must label, maintain, and insure such property at its expense and return it promptly upon request.

13. Insurance and Safety

When work is performed on Direct Sound’s premises or those of its customers, Seller must maintain appropriate insurance,  including general liability, property damage, and workers’ compensation,  and provide proof of coverage upon request. Seller is responsible for ensuring a safe working environment and preventing injury or property damage.

14. Indemnification

Seller agrees to indemnify and hold harmless Direct Sound, its officers, employees, and agents from any claims, losses, or damages arising out of Seller’s performance, including:

• Breach of warranty or contract

• Negligence or willful misconduct

• Violation of law or infringement of intellectual property rights

15. Cancellation and Termination

Direct Sound may cancel all or part of a Purchase Order immediately if Seller:

• Fails to meet delivery, quality, or performance requirements

• Becomes insolvent, files bankruptcy, or assigns assets for creditors

• Breaches any provision of these Terms

Direct Sound may also terminate for convenience with 14 days’ written notice, compensating Seller only for reasonable costs incurred prior to notice. Seller’s obligations under Sections 6–9 and 14 survive cancellation or completion.

16. Force Majeure

Neither party is liable for delays or nonperformance caused by events beyond reasonable control (such as natural disasters, government actions, strikes, or war). Affected parties must notify the other in writing as soon as possible. If performance is delayed for more than 30 days, Direct Sound may cancel the Purchase Order without penalty.

17. Confidentiality and Publicity

Seller must treat all information received from Direct Sound as confidential and use it only for fulfilling Purchase Orders. Seller may not issue press releases, client lists, or marketing materials referencing Direct Sound without prior written approval.

18. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Missouri, without regard to conflicts of law. Any dispute arising from these Terms shall be resolved in the state or federal courts of St. Louis County, Missouri.

19. Relationship of the Parties

Seller is an independent contractor and not an agent, partner, or employee of Direct Sound. Nothing in these Terms creates a joint venture or employment relationship. Direct Sound, LLC products may not be subcontracted, reproduced, assembled, or manufactured by any third party without prior written authorization from Direct Sound.

20. Waiver and Severability

Failure by Direct Sound to enforce any provision shall not be a waiver of its rights. If any part of these Terms is found invalid or unenforceable, the remaining provisions remain in full effect.

 

 

Direct Sound, LLC
St. Louis, Missouri, USA
www.DirectSoundProAudio.com
customersupport@DirectSoundProAudio.com

​