TERMS AND CONDITIONS
These terms (“Agreement”) govern the sale of goods between Mean Cat Entertainment, LLC and the Buyer (“Buyer”). Mean Cat Entertainment, LLC (“MCE”) is the seller of MCE branded products as well as third party goods. The sale of products is expressly conditioned on the Buyer’s acceptance of the terms and conditions set forth herein. Product sold by MCE to Buyer that non-MCE branded products shall be referred to as “Third Party Products.”
All published prices are subject to change without notice. Written quotations shall expire thirty (30) calendar days from the date of quotation unless withdrawn in writing sooner. Verbal quotations are provided for budgetary guidance only. Unless otherwise specifically stated, prices are in U.S. Dollars.
TERMS OF PAYMENT
- Deposits – On orders requiring a deposit, Buyer must make a deposit equal to the amount specified by MCE at the time of the order. Studio system reservation numbers and delivery estimates are provided at the sole discretion of MCE.
- Method of Payment – Credit card payment via VISA, MASTERCARD, AMERICAN EXPRESS or DISCOVER is provided as a convenience with valid credit card authorizations. Please contact the MCE Customer Service Department at Contact@MeanCatEntertainment.com for Remit To information when transferring bank to bank payments or for bank information. All orders are payable in U.S. dollars (USD).
- Standard Payment Terms – All orders must be paid in full prior to shipment via wire transfer, cash equivalent (cashier’s check or personal check drawn from a United States bank), or credit card. MCE does not accept branch cash deposits or money grams. MCE has the right to refuse any order, even after accepting payment or partial payment for such order. MCE will credit/refund any such payment made by the Buyer, if MCE rejects the order. Once Buyer has been notified that a product is allocated to them, the Buyer must have sufficient funds in Buyer’s account to cover the cost of the product or remit payment in full within five (5) business days, or the order will be cancelled. All cancelled orders must be re-ordered (order position based on the re-order date).
- Deposit Payments – Deposit payments may be remitted via credit card payments, wire transfer or cash equivalent (cashier’s check or personal check drawn from a United States bank). No more than three separate credit cards may be used per payment. MCE reserves the right to reject any order. MCE will credit or refund any payments made if MCE rejects the order.
- At-Once Order Payments – At-once payments may be remitted via credit card payments, wire transfer or cash equivalent (cashier’s check or personal check drawn from a United States bank). No more than three separate credit cards may be used per payment. If a credit card is provided at the time the order is placed, Buyer authorizes MCE to charge that credit card for the full purchase amount at the time of shipping without additional confirmation from Buyer. MCE reserves the right to reject any order. MCE will credit or refund any payments made if MCE rejects the order.
- Balance Payments – Buyer must pay the full remaining balance of the invoice before order will be processed for shipment. Full balance payment must be made within five (5) business days of order confirmation or the order will be cancelled, and the product allocated to the order will be released back to open inventory and may be unavailable thereafter. Balance payments may be remitted via credit card payments, wire transfer or cash equivalent (such as money order, cashier’s check, or personal check drawn from a United States bank). No more than three separate credit cards may be used per payment. Buyer authorizes MCE to charge the same credit card(s) used for the initial order deposit or charge the credit card on file for the remaining balance payment without additional confirmation from Buyer. MCE reserves the right to reject any order. MCE will credit or refund any payments made if MCE rejects the order.
DELIVERY AND ACCEPTANCE
Unless otherwise provided by MCE in writing, all product shipments shall be made Carriage Paid To Destination (CPT-Destination) from the MCE facility at Burbank, California, at which time the title, risk of loss or damage shall pass to the Buyer when the products are transferred to the carrier. Buyer shall be the importer of record for all purchased products, if applicable. Licensing requirements for importation to non-U.S. countries is the sole obligation of the Buyer. In the absence of specific shipping instructions from the Buyer, MCE will ship by the method it deems, in its sole discretion, most advantageous. Transportation charges will be collected prior to shipment. Unless otherwise specified, products will be shipped in standard commercial packaging. When special packaging or export instructions are requested by the Buyer, any additional costs will be the responsibility of the Buyer. MCE reserves the right to reject certain shipping or packing methods. All sales where Buyer opts to use Buyer’s preferred freight forwarder, the shipments will be made “ex works” (Incoterms 2010) from MCE ‘s facility, Burbank, California.
MCE shall use reasonable efforts to notify Buyer of any anticipated delays in delivery. MCE will not be liable for any loss, damages or penalty resulting from delay in delivery.
Acceptance of the product by the Buyer shall occur no later than ten (10) days from delivery. Product not rejected during this ten-day period shall be deemed accepted, and all returns shall be handled in accordance with Section 7 (Returns). Product cannot be rejected by Buyer based on criteria that were unknown to MCE or based on test procedures that MCE does not conduct.
RESTRICTIONS ON USE
Buyer will not cause or permit the modification or reverse engineering of file formats, tools, or image processing of MCE products without express written consent from MCE. Buyer will not develop tools from MCE products or use non- MCE approved tools, products, or software with MCE products without express written consent from MCE. Buyer will not cause or permit any reverse engineering of MCE products. Buyer will not provide repair services for MCE products without the express written consent from MCE. Buyer will not use MCE ‘s trademarks, including as part of a domain or company name or in keywords or online search optimizations, without the express written consent from MCE. Buyer represents that it is purchasing goods for the purposes which fall within Buyer’s trade, business, craft or profession.
- MCE Product Warranty – MCE warrants all MCE products will be of good quality and free from material defects in materials and workmanship. Upon the expiration of the time periods identified below, all liabilities of MCE will terminate. In no event shall MCE be liable for consequential damages. MCE may use refurbished parts for repairs or replacements. Certain products may be subject to a separate software license agreement.
- MCE Product Standard Warranty – Except as provided below, a Standard Warranty is granted by MCE for a period of one (1) year, parts and labor, for MCE products. The Standard Warranty covers parts and labor charges for products that have been returned pre-paid shipment to an Authorized Service Center. All warranty returns shall be done in accordance with MCE ‘s warranty Return Merchandise Authorization policy. Any repaired or replaced product shall be warranted as set forth in this section for a period the greater of (i) the balance of the applicable warranty period relating to such product or (ii) ninety (90) days after it is received by Buyer. Only the components that were repaired or replaced will be eligible for the 90-day period as set forth above. The Standard Warranty effective date is the date of “ex works” from Burbank or when Buyer picks up product at designated MCE shipping facility.
- MCE Refurbished Product Standard Warranty – All MCE products sold as refurbished are warranted for a period of ninety (90) days. Certain MCE products may contain an additional warranty beyond the Standard Warranty. Such a warranty only applies if the warranty is expressly contained on the product invoice. The warrant covers parts and labor for the period specifically stated on the product invoice.
- Third Party Product Warranty – MCE specifically disclaims any warranty, whether express or implied, including but not limited to any the warranty of merchantability, fitness for a particular purpose, infringement, use or ability to use any Third-Party Product. Buyer expressly understands, acknowledges, and agrees that Buyer’s only warranty related to Third Party Products shall be any warranty, if any, provided by the Third-Party Product manufacturer (“Manufacturer’s Warranty”). Buyer’s exclusive remedy under Manufacturer’s Warranty shall be as provided therein and shall lie exclusively against and be obtainable only from the manufacturer, and Buyer expressly agrees that it shall have no claim of action against MCE regarding the warranty or manufacturer’s failure to perform under the Manufacturer’s Warranty. The Manufacturer’s Warranty can be found on manufacturer’s website and/or within Third Party Products.
- System Upgrade Standard Warranty. The System Upgrade and associated parts and labor is warranted for a period of ninety (90) days. The System Upgrade Standard Warranty covers parts and labor charges for products that have been returned pre-paid shipment to an Authorized Service Center. All warranty returns shall be done in accordance with MCE’s Return Merchandise Authorization policy. Any upgraded or replaced component shall be warranted as set forth in this section for a period the greater of (i) the balance of the applicable Standard Warranty period relating to such product or (ii) ninety (90) days after it is received by Buyer. The System Upgrade Standard Warranty effective date is the date of “ex works” from MCE’s Burbank facility or when Buyer picks up product at designated MCE shipping facility. All parts replaced by MCE during the System’s Upgrade are the property of MCE and will not be returned to Buyer.
- Optional Extended Warranty – An Extended Warranty is available on select MCE products for an additional cost. The Extended Warranty may only be purchased once during a product’s lifetime and may be purchased any time during the Standard Warranty period. The Extended Warranty is for a period (specified on the invoice) after the standard warranty ends, covering parts and labor for the covered product. The Extended Warranty covers parts and labor charges for covered products that have been returned pre-paid by insured shipment to an Authorized Service Center. All Extended Warranty returns shall be done in accordance with MCE ‘s Return Merchandise Authorization policy. In the event of a covered claim, MCE will repair or replace (at MCE’s discretion) the product with a new, rebuilt or refurbished product of equal or similar features and functionality. Any repaired or replaced product shall be warranted for a period the greater of (i) the balance of the applicable Extended Warranty period relating to such product or (ii) ninety (90) days after it is received by Buyer. Only the components that were repaired or replaced will be eligible for the 90-day period as set forth above. The Extended Warranty is only available once per product.
- Warranty Limitations – All MCE warranties do not cover (a) maintenance, repair or replacement necessitated by loss or damage resulting from any cause other than normal use and operation of the product in accordance with the MCE’s specifications and owner’s manual, including but not limited to: theft, exposure to weather conditions, operator negligence, misuse, abuse, improper electrical/power supply; (b) alterations, modifications or repairs by Buyer or unauthorized third parties; (c) accident, disaster, improper handling or storage, droppage, modification to the camera, opening the camera body, use of non-MCE cables, use third party accessories or acts of nature or any other peril originating from outside the product; (d) transportation damage, lack of maintenance, defective batteries, battery leakage; (e) cosmetic damage or other non-operating parts; (f) using a MCE product in a manner other than intended usage for that product; and (g) charges related to “No problem found” diagnosis. Removal or modification of MCE Systems or Products void any and all warranties except when replaced by the Buyer with MCE approved accessories. Breaking the seal on the tracking sensor’s body or attempting to modify systems is prohibited and voids any and all warranties unless otherwise approved by MCE in writing. Any parts replaced by MCE during warranty repair are the property of MCE and will not be returned to Buyer. MCE may use refurbished parts for repairs or replacements. Notwithstanding any Re-Certified Product Warranty and/or Extended Warranty, the maximum warranty period for any MCE product, is two (2) years from the original purchase date, with an extended warranty.
- MCE Studio Systems and Sensors are compatible with MCE software, MCE parts, and MCE products only. Use of any software, parts, or products other than MCE or MCE approved (product on the MCE Reviewed List) software, parts, and products voids any and all warranties. However, if the MCE approved product directly or indirectly causes the damage to the MCE product, MCE will provide no warranty coverage for such damage.
- EXCEPT AS SPECIFICALLY SET FORTH ABOVE, MCE AND ITS LICENSORS MAKES NO WARRANTIES, CONDITIONS, REPRESENTATION OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO THE MCE PRODUCT OR ANY COMPONENT THEREOF, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. MCE AND ITS LICENSORS DOES NOT WARRANT THE PERFORMANCE OR RESULT OF THE MCE PRODUCT.
- THE SOLE REMEDY UNDER THIS WARRANTY SHALL BE THE REPAIR, REPLACEMENT, OR CREDIT FOR DEFECTIVE PARTS AS STATED ABOVE. THIS WARRANTY IS THE SOLE WARRANTY GIVEN BY MCE AND IS IN LIEU OF ANY OTHER WARRANTIES EITHER EXPRESS OR IMPLIED. THIS WARRANTY EXTENDS TO THE BUYER AND IS NON-TRANSFERABLE TO OTHER THIRD PARTIES. MCE WILL NOT BE LIABLE FOR ANY PROPERTY DAMAGE, LOST TIME, OR LOST DATA RESULTING FROM THE FAILURE OF ANY PRODUCT OR EQUIPMENT OR FROM DELAYS IN SERVICE OR THE INABILITY TO RENDER SERVICE.
- With respect to Buyers, the Extended Warranty may be cancelled by Buyer for any reason, including, but not limited to the covered product is lost, stolen or destroyed. If Buyer cancels the Extended Warranty within 30 days from the purchase of the Extended Warranty in writing and has not made any Extended Warranty claims, Buyer will be refunded the full Extended Warranty purchase price. If the Buyer cancels the Extended Warranty after the 30 days, the Buyer will be refunded a pro-rated amount of the Extended Warranty price, less any claims paid, less an administrative fee of 10% of the Extended Warranty price, unless otherwise precluded by law.
- Third-Party Warranty – MCE does not honor warranty agreements extended by third parties. Only warranty agreements granted by MCE will be honored by MCE. MCE warranties do not cover damage caused by third party products (including approved third-party products).
- MCE Re-Certified Product Warranty – All Electronic Products that are not possessed by the original Buyer may be sent to an Authorized MCE Service Center for an evaluation fee of $100. MCE will provide a quotation for the re-certification of the product to existing MCE product specifications at time of repair. The Customer is responsible for all costs associated with such re-certification, such as troubleshooting, diagnosis, repair, test, calibration, and shipping costs. The evaluation fee will be applied to the cost of the re-certification if the cost of the re-certification is greater than the evaluation fee. Upon completion of re-certification, customer may be offered a MCE Re-Certified Product Warranty and/or a MCE Gold Extended Warranty for an additional cost.
- “Customer” is defined as an entity who obtained MCE product by other means than directly from MCE. Product re-certification is only available to a Customer and is limited to a one re-certification per Customer upon a change of ownership. As part of the process, MCE will register the Product to the new Customer.
- A MCE Re-Certified Product Warranty is valid for a period of ninety (90) days for the MCE System and MCE accessories, excluding third party products, after the warranty is accepted by the Customer. MCE Re-Certified Product Warranty is not available for Systems two years or older. Customer may be eligible for the Extended Warranty if a product is Re-Certified within one year of original purchase, for an additional cost. MCE Re-Certification Product Warranty is subject to Warranty Limitations listed in Section 6a above.
- Non-Warranty Repair – MCE product that no longer qualifies for Warranty Repair may be sent to an Authorized MCE Service Center for an evaluation fee of $100. MCE will provide a quotation for the repair of the product. The Customer is responsible for all costs associated with such refurbishment, such as troubleshooting, diagnosis, repair, test, calibration, storage, and shipping costs. The evaluation fee will be applied to the cost of the refurbishment if the cost of the refurbishment is greater than the evaluation fee. Any repaired or replaced product shall be warranted for ninety (90) days after it is received by Buyer. Only the components that were repaired or replaced will be eligible for the 90-day period. Any parts replaced by MCE during non-warranty repair are the property of MCE and will not be returned to Buyer. MCE may use refurbished parts for non-warranty repair.
- Storage Fees – Storage fees will be charged on products that are not claimed within thirty (30) days of repair or evaluation. Storage fees will be charged at MCE’s then current storage fee rates. Products not claimed after three (3) months will be considered abandoned and will become the property of MCE automatically, without notice.
Buyers must obtain a Return Merchandise Authorization (“RMA”) prior to the return of any product. Systems and Sensors may only be returned for refund within ten (10) days of original delivery by MCE at shipping address specified by Buyer and with less than 25 hours of run time and pass MCE Inbound Quality Control (“IQC”). Accessories may be returned for refund within ten (10) days of original delivery by MCE at shipping address specified by Buyer and pass MCE IQC.
- Factory Seal – If the factory seal on the product has been broken or if the product is being returned after ten (10) days from the original delivery, a return will not be accepted, unless MCE gives specific approval for such a return after evaluation (subject to $100 evaluation fee) and the returned product is subject to a 30% restocking fee. All equipment must be shipped in as new condition and in the original shipping materials. Refunds are subject to an evaluation of the merchandise upon receipt at MCE as defined above, in addition to other tests to ascertain condition of returned goods. A refund less the restocking fee will be provided within thirty (30) days of completion of evaluation of goods at MCE.
- Shipping – Buyer is responsible for shipping costs to return product to MCE. For Buyer’s protection, MCE recommends that the Buyer uses a traceable and insurable form of mail for shipment.
- Buyer has ten (10) days from the date the Return Merchandise Authorization (“RMA”) is issued to deliver the product to MCE. For an RMA form, please write to Contact@MeanCatEntertainment.com. All product not delivered ten (10) days after the RMA was issued will not be considered eligible as a return for credit and MVE will return product to Buyer and Buyer will assume all shipping costs.
- Dangerous Goods Requirements – Buyer acknowledges that Buyer has been advised of the Dangerous Goods shipping requirements relating to lithium ion batteries. If Buyer’s return includes a lithium ion battery, Buyer agrees to have the battery shipped by a certified shipper of Dangerous Goods. Buyer further agrees not to attempt to ship any lithium ion battery that has been physically damaged. Buyer agrees to indemnify and hold MCE and its employees harmless from any and all liability arising from Buyer’s failure to comply with this provision.
- Export and Re-Export Restrictions and Regulations – Buyer agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce and any other United States or foreign agencies and authorities in connection with Buyer’s use of products and MCE products and services. Buyer agrees to not violate any local, state, federal or foreign laws. Buyer agrees not to transfer or authorize the transfer of any materials to a prohibited country in violation of any laws. In particular, but without limitation, the materials may not, in violation of any laws, be exported or re- exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders or U.S. Department of Commerce Entity List of proliferation concern, or the U.S. State Department Debarred Parties List. By using any materials subject to any such restrictions and regulations, Buyer represents and warrants that Buyer is not located in, under the control of, or a national or resident of any such country or on any such list.
CUSTOMER SOURCE INSPECTION
A fee of $100.00 will be charged for any order requiring customer source inspection or receipt of goods, at the MCE facility.
No-Trouble Found Inspection Fee – Any product sent to MCE for inspection or evaluation where MCE finds no defects or problems with MCE product will be subject to a No-Trouble Found Inspection Fee of $100. The No-Trouble Found Inspection policy is in place to encourage the Customer to exhaust all technical support resources before shipping product to MCE.
LIMITATION OF LIABILITY
IN NO EVENT SHALL MCE OR ITS LICENSORS BE LIABLE TO BUYER FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS (HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY), EVEN IF MCE OR ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MCE’S OR ITS LICENSORS’ LIABILITY FOR A PRODUCT (WHETHER ASSERTED AS A TORT CLAIM, A CONTRACT CLAIM OR OTHERWISE) EXCEED THE AMOUNTS PAID TO MCE FOR SUCH PRODUCT. NOT WITHSTANDING ANYTHING IN THIS AGREEMENT, IN NO EVENT SHALL MCE’S LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY BUYER TO MCE FOR PRODUCT IN THE LAST TWELVE (12) MONTHS. IN NO EVENT WILL MCE OR ITS LICENSORS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY BUYER. IN NO EVENT SHALL MCE OR ITS LICENSORS BE LIABLE FOR DAMAGES ARISING OUT OF ANY LATE DELIVERY. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY TO ALL LIABILITIES THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHERE THE DAMAGES ARISE OUT OF OR RELATED TO THIS AGREEMENT.
Buyer shall indemnify, defend, and hold MCE and MCE’s officers, agents other representatives and licensors harmless from all demands, claims, actions, causes of actions, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses incurred (including fees and disbursements of legal counsel) of every kind (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused Buyer’s misuse of the product or by the negligent or willful acts or omissions by the Buyer, or (ii) based on any breach of this Agreement by Buyer.
MCE retains for itself and its licensors all proprietary rights, including without limitation all patent, trademark, trade secret, copyright and other intellectual property rights in and to all MCE designs, manufacturing processes, engineering details, and other data pertaining to any product sold except where the rights have been assigned pursuant to a written agreement with a corporate officer of MCE. The products are offered for sale and sold by MCE on the condition that such sale does not convey any right, express or implied, stated or otherwise, under any intellectual property or manufacturing process. MCE and its licensors expressly reserve all intellectual property rights in the product. Without limited the foregoing, all software included in the products (including any updates to such software provided to Buyer, if applicable) is licensed to Buyer, not sold, and Buyer shall not transfer any such software apart from the product, or modify, decompile, disassemble or reverse engineer or otherwise attempt to derive the source code of such software.
Failure of MCE to insist upon strict performance of any terms and conditions herein shall not be deemed a waiver of any subsequent default of terms and conditions thereof.
LAW GOVERNING AND EXCLUSIVE JURISDICTION
This Agreement is to be interpreted in accordance with the laws of the State of Vermont, United States of America. The sale of any product to Buyer is considered to have taken place in Burlington, Vermont and shall be governed by this Agreement. This Agreement will not be governed by the conflict of law rules or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Exclusive jurisdiction for any dispute arising from the terms and conditions of this Agreement or from the sale of products from MCE to Buyer shall be Chittenden County, Vermont and both Buyer and MCE waive all rights to have a dispute brought elsewhere.
If any of the terms and conditions of this Agreement are held to be invalid under any applicable statute or rule of law, they are, to that extent, deemed omitted.
The terms and conditions set forth herein comprise the entire Agreement between MCE and the Buyer.