TERMS OF SALE
This Terms of Sale (“Agreement”) applies to the purchases of Direct Sound, LLC (“Direct Sound”) products and services. This Agreement is a legal agreement between buyer (“you”) and Direct Sound, LLC. This Agreement applies to the purchases of products and services (“Products”) on or through the Direct Sound websites www.extremeheadphones.com, www.directsoundproaudio.com or third-party platforms, the (“Sites”), by Purchase Order, or other transaction as agreed by Direct Sound.
Price and Availability
Some of the Products featured on the Site are displayed for promotional purposes only and may not be available for purchase through the Site. All Products offered for purchase on the Site are subject to availability. The prices stated for such Products are subject to change without notice. Any Direct Sound publication may include technical inaccuracies or typographical errors. Direct Sound shall not be held responsible for any pricing, typographical, or other errors in such publications. Changes may be periodically made to these publications. These changes will be incorporated in new editions of these publications. Direct Sound may make improvements and changes in the products and/or the programs described in these publications at any time without notice.
All promotional offers made on the Sites are limited to purchases made from Direct Sound and its participating authorized resellers and are subject to the conditions of the offer. Purchases must be made during the specified promotional period to qualify.
We reserve the right, at our sole discretion, to cancel or refuse any order for any reason at any stage of the ordering process, including after an order has been submitted and whether or not the order has been confirmed. Unless otherwise agreed to by Direct Sound, payment must be received by Direct Sound prior to acceptance of an order. Notwithstanding the foregoing, Direct Sound may in its discretion choose not to charge your credit card until your order has been shipped. Direct Sound may process payment for and ship parts of an order separately. Some situations that may result in cancellation include limitations on quantities available for purchase, inaccuracies or errors in Product or pricing information, or problems identified by our credit and fraud avoidance department. We may also require additional verifications or information before accepting any order. We will attempt to contact the Buyer if all or any portion of your order is canceled, or if additional information is required to accept your order.
For your convenience, Direct Sound accepts PayPal and major credit cards as stated on the Sites.
The payment amount is authorized and held by Buyer’s financial institution at the time you place your order. Unless otherwise agreed to by Direct Sound, payment must be received by Direct Sound prior to acceptance of an order. Notwithstanding the foregoing, Direct Sound may in its discretion choose not to charge your credit card until your order has been shipped. Authorized and held amounts will not be available for other purchases. If an order is canceled, the authorization hold will expire in accordance with the terms of the Buyer’s bank or financial institution.
Once the Buyer places your order at the end of the checkout process, or receipt of a purchase order we will confirm your transaction with an order number. We recommend that you print and save a copy of this page for your records. With your permission, will also send you an order confirmation by email.
Shipping and Handling
Shipping charges are based on the shipping method Buyer chooses and the size of your Product order. When you make a purchase, the shipping charge is estimated in your basket, and will be presented to you during the checkout process or will be sent to you by email based on our quote or Buyer’s purchase orders. The delivery date is based on the stock status of the product ordered and your choice of shipping. Direct Sound Shipping policy describes Shipping and Handling.
Product title passes to Buyer when the Product is shipped. You have thirty (30) days to notify Direct Sound of any missing, wrong, or damaged portion of your purchase in accordance with the provisions set forth in this Section or Direct Sound cannot be held responsible for these issues. We strive to keep all products sold on the Sites in stock, but high demand occasionally results in delayed shipment.
Limitation of Liability
In no event shall Direct Sound or its affiliates, licensors, vendors, or any of their respective directors, officers, employees, agents, or other representatives be liable to Buyer or any other person or entity for any damages, whether direct, indirect, special, incidental, consequential, punitive or otherwise (including, but not limited to, damages for loss of profits, loss of data, loss of use, or costs of obtaining substitute goods or services), arising out of or in connection with the products or the sites, whether or not Direct Sound has been advised of the possibility of such damages and whether based upon warranty, contract, tort (including negligence), strict liability, violation of statute, or otherwise. This exclusion of liability shall apply to the fullest extent permitted by law. In any event, our aggregate liability will not exceed the amount paid for the product to which the claim relates or if the claim does not relate to a product, $100.
Direct sound does not warrant, endorse, guarantee, or assume responsibility for any product advertised or offered by a third party through the sites or any website featured or linked to through the sites, and Direct Sound will not be a party to or in any way be responsible for monitoring any transaction between Buyer and third-party providers of products or services. Direct sound will not be liable for the offensive or illegal conduct of any third party. You voluntarily assume the risk of harm or damage from the foregoing. The foregoing limitations will apply even if a remedy fails of its essential purpose and to the fullest extent permitted by law.
If you are a California resident, you hereby waive California civil code §1542, which says: "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." this release includes the criminal acts of others.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as above. Accordingly, some of the above limitations may not apply to you. If you are a new jersey resident or a resident of another that permits the exclusion of these warranties and liabilities, then the limitations in this section specifically do apply to you.
Invoice and Discount Terms
At Direct Sounds sole discretion our invoice may include a payment discount of 5% if the total bill is paid within 30 days. If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 12 percent per year, or the maximum percentage allowed under applicable laws, whichever is less. The buyer shall pay all costs of collection, including without limitation reasonable attorney fees.
In addition to any other right or remedy provided by law, if Buyer fails to pay for the Goods when due, Direct Sound has the option to treat such failure to pay as a material breach of this Agreement and may cancel this Agreement and/or seek legal remedies as described below under "Remedies on Default."
Buyer agrees to pay all taxes of every description, federal, state, and municipal, that arise as a result of this sale, excluding income taxes.
Buyer upon receiving possession of the Product shall have a reasonable opportunity to inspect the Goods to determine if the Goods conform to the requirements of this Agreement. If Buyer, in good faith, determines that all or a portion of the Goods are non-conforming, Buyer may return the Goods to Direct Sound at Buyer’s expense. Buyer must provide written notice to Direct Sound of the reason for rejecting the Goods. Direct Sound will have 30 days from the return of the Goods to remedy such defects under the terms of this Agreement.
The occurrence of any of the following shall constitute a material default under this Agreement:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application, or sale for or by any creditor or government agency.
Remedies on Default
In addition to any and all other rights, a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 10 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lockouts, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, and to be conducted in the USA, State of Missouri, County of St. Louis. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding, or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regard to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision, shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.
You agree to indemnify, defend and hold harmless Direct Sound, its officers, directors, employees, agents, and third parties, for any losses, costs, liabilities, and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Direct Sound reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Direct Sound in asserting any available defenses.
Both parties acknowledge that during the course of this Agreement, each may obtain confidential information regarding the other party's business. Both parties agree to treat all such information and the terms of this Agreement as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Agreement. Upon request by an owner, all documents relating to the confidential information will be returned to such owner.
Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed above or to such other address as one party may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.
This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
This Agreement may be modified or amended if the amendment is made in writing and signed by both parties.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
Waiver of Contractual Right
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
This Agreement shall be governed by and construed according to the laws of the State of Missouri.