BMD HARDWARE PURCHASE AGREEMENT
Last updated: April 1, 2019
The following Projector Rental Agreement (this“Agreement”) is a binding agreement between you ("Recipient" or “You”) and Broadway Media Distribution, Inc. (“BMD”) regarding your purchase, access and and use of projectors, hardware, software, screens, accessories and other hardware or equipment ("Products") and Recipient assumes the responsibility to read and understand these terms and conditions and must accept this Agreement and make manifest such acceptance. Certain capitalized terms here under, in addition to the general meaning given to them here under, shall be specifically defined in your Order Form as supplied by the Recipient to BMD.
(A) BASIC ORDER FORM TERMS
- The "Organization" shall be the Recipient.
- "Contact Person" shall be an authorized representative of the Organization.
- The "Projector Option", "Projector Mount Purchase" are both "Products" as included in this Agreement.
BY ACCEPTING THIS AGREEMENT OR ACCESSING OR USING THE PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT.
Unless terminated as prescribed elsewhere herein, this Agreement will become effective on the date it is signed by all parties (the “Effective Date”), as determined by the "Agreement Acceptance" section of the "Order Form" and will continue in effect through Date of Delivery, or until all warranties provided by BMD have expired, whichever occurs last. NOW THEREFORE in consideration of the mutual covenants herein contained, and other good and valuable consideration, the parties hereto mutually agree as follows:
(B) TERMS AND CONDITIONS
1. ADVANCE RESERVATION: Recipient shall place their Purchase Order at least 2 weeks prior to estimated delivery date. BMD makes no guarantee for the performance of delivery prior to purchase, and if the Products are "out of stock" or unavailable for shipment within 2 weeks of purchase, the sole remedy Recipient shall have is a refund of the actual Fees paid to BMD.
2. PURCHASE ITEMS: All Products listed in this Agreement and/or on the Order Form, listed as "Order Items' are the Purchase Items and if selected by the Recipient, the Products require full payment of all associated Fees and costs associated.
3. PAYMENT: BMD accepts payment by check or credit/debit. Purchase Fees are due before shipment. If the purchase pricing changes prior to the date of shipment due to market retail pricing or industry inventory availability, which are beyond the control of BMD, Recipient shall be alerted in advance of shipment and shall be granted the right to cancel their order without cancellation fees. BMD accepts Purchase Orders as promise to pay from Government Agencies and Schools within the United States.
4. ACCEPTANCE: The Recipient acknowledges that they will fully inspect the Products within forty-eight (48) hours of delivery and accept the Products in good condition and is functioning properly. If the rented Products are not available due to conditions outside the commercial control of BMD, an alternative “second-best” Product from the listed inventory options shall be delivered and the total amount due shall be adjusted accordingly.
5. RETURNED CHECKS: The Recipient will be billed $100.00 for all NSF checks in addition to processing fees applicable.
6. RETURNS and EXCHANGES: No returns exchanges or reimbursements permitted under any circumstance.
7. SHIPPING AND PROCESSING: BMD provides ground shipping to Recipient at the fees listed on the order form, quotation or invoice, and estimates shipping within 2-weeks from the Payment Date or Order Date whichever is later. Recipient may pay an additional fee as listed on the Order Form for expedited shipping, and can expected shipping within 1-week from Payment Date.
8. ADDITIONAL FEES: Re-delivery due to Recipient not being present for delivery or pickup is subject to additional delivery charges of total shipment charges, restocking fee of 10% of the total purchase price and all additional shipment charges for redelivery per the shipping service. The cost(s) associated with the return of Product(s) is the sole responsibility of the Recipient.
9. RISK OF LOSS and USE OF PRODUCTS: BMD shall deliver the Products to the location specified by Recipient and pursuant to the delivery schedule set forth on the Order Form. BMD shall assume and shall bear the entire risk of loss and damage to the Products from any cause whatsoever while in transit. In the event the Product fails to perform as stated on the Order Form, Recipient shall notify BMD and paragraphs 7, 14, 15 shall apply
10. CANCELLATION: No returns, exchanges or reimbursements. Orders cancelled one business day after the Agreement is executed shall be subject to a cancellation charge of $250.00. Cancellation one business day after Agreement execution, is subject up to 100% charge and no refunds shall be given under any circumstances. Cancellations due to acts of God (illness, death, weather, etc) will be charged only actual costs incurred if the purchase is rescheduled within six (6) months.
11. WARRANTY: Though BMD uses its best commercial efforts to ensure that the Products are delivered as advertised, they cannot guarantee the performance of the Products beyond reasonable expectation. Notably, the image output size and brightness may differ unsubstantially from the advertised marketing information, and therefore the Recipient is recommended to use an independent source to verify information provided herein. BMD makes no warranty of any kind regarding the Products, except that BMD shall replace the Product(s) with identical or similar Product if it fails to operate in accordance with the manufacturer’s specifications and operation instructions. Further, Renter acknowledges and agrees that BMD makes no warranty, express or implied, regarding the equipment, including without limitation any warranty or merchantability or fitness for any purpose. BMD's obligation to Recipient shall be limited to the repair or replacement of Products which is defective when delivered to Renter, and Renter agrees that this shall be its sole and exclusive remedy against BMD. Any personal injury incurred during the use or while in possession of our equipment is not the responsibility of BMD. BMD is not responsible for malfunctioning or non-functional Product(s), and will do everything within its commercially reasonable power to provide a replacement item, but not all cases are possible, and if the Products are non-functional, Recipient must call BMD prior to Acceptance.
12. INDEMNIFICATION: Upon acceptance by Recipient of the Products, You agree to inspect the Products per paragraph 7. All defects or malfunctions must be reported to BMD within that time frame as listed herein above. Recipient shall indemnify BMD and its agents and associates against, and hold BMD harmless from, any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including attorneys fees, arising out of, connected
13. DEFAULT: Upon Renter's default or breach of any provision hereof, or upon the happening of any event expressed in the following paragraph; hereof, BMD shall have, in addition to all legal remedies available to him, the right to take possession of any or all items of Product(s), without demand or notice, wherever the same may be located, without any court order or other process of law and Renter hereby waives any and all damages occasioned by said taking. Further, neither this Agreement nor the Rented Items are assignable or transferable by operation of law, if any proceeding under the Bankruptcy Act, as amended, is commenced by or against the Renter, or if the Renter is adjudged insolvent, or makes any assignment for the benefit of his creditors, of if a writ of attachment or execution is levied on any item or items of the Product(s) and is not released or satisfied within ten (10) days thereafter or if a receiver is appointed in any proceeding or action to which the Renter is a party with authority to take possession or control of any items of the Product(s), BMD shall have and may exercise any one or more of the remedies set forth hereof. This Agreement shall, at the option of the BMD, without notice, immediately terminate and shall not be treated as an asset of Renter after the exercise of said option.
14. HOLD HARMLESS: To the fullest extent allowed by law, Recipient shall indemnify, defend, save and hold harmless, protect and exonerate BMD its Board Members, officers, employees, agents and representatives from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever, including without limitation, court costs, investigative fees and expenses, attorney fees and claims for damages arising out of or caused by this Agreement, the Products or the Recipient and/or its partners, principals, agents, employees or subcontractors.
15. ASSIGNMENT: The responsibilities of this Agreement and/or the Product(s) may not be assigned, transferred, pledged, hypothecated, sublet or lent by Renter to anyone without prior written consent of BMD.
16. APPLICABLE LAW: This Agreement is governed by the laws of the State of New York.
1. COUNTERPARTS: This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.
2. ENTIRE AGREEMENT: This Agreement in conjunction with the Order Form constitutes the entire agreement of the parties with respect to the subject matter contained herein.
3. CONCLUSION: Recipient assumes the responsibility to read and understand the complete Terms and Conditions of the Agreement and must accept the Agreement and make manifest such acceptance, and agrees that; payment to BMD, acceptance of Delivery or signature below; shall constitute implicit acceptance and execution; and therefore allowing the full enforcement of all terms and conditions contained herein. (a) An executed original of the Agreement shall be returned to BMD. (i) BMD shall be under no obligation to take any action pursuant to the Agreement unless accepted by BMD. (b) The Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties, however, (i) nothing herein shall be construed as consent by BMD for the responsibilities of the Agreement or the License to be assigned, transferred, pledged, hypothecated, sublet or lent by Recipient to anyone without prior written consent of BMD, including; (ii) Recipient shall not pledge or encumber the Products in any way. (c) Except for government agency or institution, including public schools, the Recipient signatory named hereunder, both as individuals, jointly and severally, and as a business or trade name, shall each personally guarantee the faithful performance of the Agreement irrespective of the Recipient name first written above. (d) The Agreement shall be governed by the laws of the State of New York. (e) Recipient’s default or breach of any provision hereof, or upon the happening of any event expressed herein; (i) BMD shall have, in addition to all legal remedies available, the right to take possession of any or all items without demand or notice, without any court order or other process of law and; (ii) Recipient hereby waives any and all damages occasioned by said taking. The Agreement represents the entire agreement between the parties relating to the subject matter hereof, and may not be amended or modified, except by a written agreement signed by all parties hereto. The Recipient, intending to be legally bound, have caused its proper and duly authorized officer to execute and deliver the Agreement and this Acceptance as of the day and year written on the Order Form.