Terms and Conditions
1. Permitted Use. User has a nonexclusive, nontransferable, limited, and revocable right to use the Web Site solely for User's personal, educational, informational, entertainment non-commercial viewing and use. User will not use the Web Site for any other purpose, including any commercial purpose, without the Company's express prior written consent. For example, User will not, and will not authorize any other person to (1) modify or copy the materials or content accessible within the Web Site (the "Content"); (2) use the Content for any commercial purpose, or for any public display (commercial or noncommercial); (3) attempt to decompile or reverse engineer any software contained within the Web Site; (4) remove or alter any copyright, trademark, or other proprietary notations or legends from the Content; (5) reproduce, transmit, publish or distribute, or transfer the Content to another person or "mirror" the Content on any other server; (6) co-brand the Web Site or any portion thereof, or (7) frame the Web Site or portion thereof (whereby the Web Site or portion thereof will appear on the same screen with a portion of another web site). "Co-branding" means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner reasonably likely to give a User the impression that such other party has the right to display, publish, or distribute the Web Site or Content. User agrees to cooperate with the Company in causing any unauthorized Co-branding, framing, linking or use to immediately cease. User may print out a copy of Content solely for User's personal use.
2. Ownership. User acknowledges and agrees that the Content of the Web Site is the proprietary property of the Company and its licensors and content providers, protected by applicable U.S. copyright, patent and trademark laws and international conventions, and the Company and its content providers retain all right, title, and interest in the Content. All Content of the Web Site is Copyright 2003 by Porter’s Camera Store Inc, or by its licensors and content providers. All rights are reserved. Porter’s Camera Store Inc. is a registered trademark of Porter’s Camera Store Inc [Porter’s Camera Store Inc ™ is an unregistered trademark of Porter’s Camera Store Inc].
3. Disclaimer of Warranties Concerning the Web Site. THE WEB SITE AND ALL CONTENT IS PROVIDED “AS IS", “AS AVAILABLE” AND “WITH ALL FAULTS”. THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE WEB SITE AND ANY CONTENT ACCESSIBLE WITHIN OR THROUGH THE WEB SITE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. Further, the Company does not warrant or make any representations concerning the accuracy, completeness, timeliness, or reliability of any of the Content on the Web Site (or any information, goods or services that are referred to, or advertised on, or sold through the Web Site or any site linked to the Web Site), nor does the Company guarantee that the Web Site (or any site linked to the Web Site) will be error free, continuously available, free of viruses or other harmful components. The Company does not assume any responsibility or risk for User's use of the Internet.
4. Limitation on Liability. Under no circumstances shall the Company, its affiliates, licensors, and content providers, and their respective employees, agents, officers and directors, be liable to you or anyone else for any damages arising out of the use or inability to use the Web Site, including, without limitation, any liability for direct, consequential, special, incidental, indirect, punitive, exemplary, or other damages of any kind (including lost revenues or profits, loss of business or loss of data) even if advised beforehand of the possibility of such damages. In no event shall Company’s total liability to you for all damages, losses, and causes of action, whether in contract, tort (including, but not limited to, negligence) or otherwise, exceed the amount paid by you, if any, for accessing this site.
7. Assignment. You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.
8. Terms and Conditions affecting Sales of Goods and Services by Company. ALL SALES OF GOODS AND SERVICES DESCRIBED IN THE WEB SITE ARE SUBJECT TO THE COMPANY’S STANDARD TERMS AND CONDITIONS OF SALE, WHICH SHALL CONTROL OVER ANY INCONSISTENT STATEMENTS CONTAINED IN THE WEB SITE CONCERNING SUCH GOODS OR SERVICES.
9. Content Revisions and Errata. Seller may make changes to the Content at any time without notice. Seller does not, however, make any commitment to correct or update the Content.
10. Links. The inclusion of any link on the Web Site to another site does not imply endorsement by the Company of such site, and Company is not responsible for the contents of any site linked to the Web Site. Use of any such linked site is at the User's own risk.
General Terms and Conditions
1. General. The sale by Porter’s Camera Store, Inc. (“Seller”) of any products or services to Purchaser shall be subject to the following terms and conditions, and the terms and conditions stated on the face page of the Seller’s Conditional Sales Contract to which these terms and conditions are attached or on any Seller invoice accompanying the products or services sold by Seller (the “Terms and Conditions”). THIS CONTRACT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN PURCHASER AND SELLER WITH RESPECT TO THE GOODS AND SERVICES FURNISHED BY SELLER. NO REPRESENTATION, PROMISE OR CONDITION NOT SET FORTH HEREIN HAS BEEN RELIED UPON BY PURCHASER OR SHALL BE BINDING ON EITHER PARTY HERETO.
2. Other Documents. These Terms and Conditions are in lieu of and replace any and all terms and conditions set forth in any documents issued by Purchaser. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY PURCHASER AT ANY TIME ARE HEREBY OBJECTED TO AND REJECTED BY SELLER, SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON SELLER. No waiver or amendment to these Terms and Conditions shall be binding on Seller unless made in a writing expressly stating that it is such a waiver or amendment and signed by Seller.
3. Contract of Sale. Any quotations given by Seller to Purchaser will be valid for the period stated on the Quotation, and if no period is stated, the Quotation is valid for 30 days from the date of the Quotation. All offers to purchase, and orders of Purchaser are subject to final acceptance by, and are not binding upon Seller until accepted by an authorized officer of Seller at its offices in Marion, Iowa. Orders accepted by Seller are not subject to cancellation by Purchaser without the written consent of Seller.
4. Payment Terms. Terms of payment are within Seller’s sole discretion and, unless credit terms are otherwise agreed to by Seller, payment must be received by Seller prior to delivery of products or upon performance of services by Seller. Unless otherwise stated, all prices will be stated, and all payments must be made in U.S. Dollars. If credit terms have been agreed to by Seller, invoices are due and payable within thirty (30) days after the date of the invoice unless otherwise noted on the face page of the Purchase Order or Quotation or on Seller’s invoice. Seller may invoice parts of an order separately. Purchaser agrees to pay interest on all past-due sums at the lesser of 1.5% per month or the highest rate allowed by law, and to pay all costs of collection, including costs of litigation and reasonable attorney's fees incurred by Seller.
5. Delivery Schedules. Stated Seller delivery schedules or dates are estimates only and not a commitment as to delivery on specific dates.
6. Shipping and Delivery. All shipments are made FOB Seller’s shipping point, unless otherwise noted. If the contract requires delivery of the goods to the purchaser, delivery shall take place when physical possession of the Goods is given to the Purchaser or to a carrier for shipment to the Purchaser whichever comes first. Purchaser authorizes Seller to deliver the Goods in installments as they become available for delivery. Unless otherwise noted, sales prices do not include freight, shipping or handling charges. Separate charges for freight, shipping and handling will be shown on Seller’s invoice(s). The Purchaser must make all claims for breakage, loss, delay and damage to the carrier. In the absence of directions, goods will be shipped by the method and via a carrier that the Seller believes dependable.
7. Title and Risk of Loss. Title and risk of loss and responsibility for the products shall pass to Purchaser upon delivery as provided in Section 6 above.
8. Taxes. Unless otherwise indicated, sales prices do not include, and Purchaser is responsible for and agrees to pay (unless Purchaser shall provide Seller at the time an order is submitted with exemption certificate or other documents acceptable to taxing or custom authorities), all sales, use, value added, excise and all other federal, state or local or foreign taxes, import or customs fees and duties associated with an order, however designated, except for Seller’s franchise taxes and taxes on Seller’s net income. If applicable, a separate charge for taxes will be shown on Seller's invoice.
9. Maintenance and Repairs. So long as Seller retains a security interest in the Goods, Purchaser agrees to maintain the Goods in good repair and not to permit the same to be removed from its possession or to be attached, levied upon or assessed against, not to permit any lien, encumbrance or adverse claim of any kind to be made against the Goods and to pay all taxes and indebtedness of every kind levied or assessed against the Goods or in connection with this Agreement. If Purchaser fails to maintain the Goods or fails to do any of the other things required of it under this Agreement, then Seller may, at its option, pay or do the same, and any money so paid by Seller shall be added to the amount due Seller and shall be repayable to Seller by Purchaser immediately upon demand by Seller, together with interest as provided in Section 4 above.
10. Returns. No returns will be accepted without prior written authorization of the Seller. Returns are subject to a 30% restocking charge. Purchaser shall be responsible for the cost of freight to return products. Notwithstanding the foregoing, no returns are permitted with respect to custom design and fabricated equipment and furniture.
11. Limited Warranty and Disclaimer of Additional Warranty. All goods and services are sold by Seller “as is” and Seller specifically disclaims, any and all other warranties, expressed or implied, including any warranty of merchantability or fitness for a particular purpose, or usage of trade. This provision does not affect warranties that may be provided the manufacturer of the Goods. If there is a manufacturer’s warranty with respect to Goods acquired by Purchaser from Seller, Seller is not a party to it and such warranty is between the manufacturer and Purchaser.
12. Limitation of Liability; Exclusion of Consequential Damages. Seller’s total liability for all claims of any kind, including without limitation breach of warranty or other breach of contract, negligence and strict liability in tort, for loss or damage arising out of, connected with or resulting from goods by seller, or the purchase, use or performance of the goods shall in no event exceed the purchase price paid by for such goods. In addition, in no event shall Seller be liable to purchaser or third parties for any incidental or consequential loss or profits or revenue, loss of use of the goods, cost of capital or claims by Purchaser, Purchaser’s customers or other third parties for damages resulting from property damages or personal injury. No liability whatever shall attach to Seller if Seller has not received complete payment for Goods or services provided by Seller. The failure of any of the Goods purchased by the Purchaser to fulfill any applicable warranty shall not affect the liability of Purchaser to Seller with respect to any such Goods or obligation of Purchaser to Seller. Seller shall make commercially reasonable efforts to assist Purchaser in obtaining proper adjustments under any applicable manufacturer’s warranty. The foregoing is intended as a complete allocation of the risks between the parties. Because the bargain struck and the price paid reflect such allocation this limitation upon remedies will not have failed of its essential purpose. Some states do not allow the exclusion or limitation of incidental or consequential damages.
13. Default. If Purchaser fails to pay when due any amounts owing Seller, or to perform any other obligation to Seller hereunder or otherwise, or if Purchaser admits in writing its inability to pay its debts generally as they become due or if Purchaser becomes insolvent, makes an assignment or liquidation proceedings, or actual or constructive rejection by a bankruptcy trustee, or if there shall be instituted by or against Purchaser any proceeding for the appointment of a receiver for any Purchaser’s property, or if Seller reasonably believes that Purchaser is unable to meet its debts as they become due, then Seller may, in addition to all other rights, declare any amounts due Seller to be immediately due and payable. In addition, Seller may, upon notice to Purchaser at any time, terminate all of Seller’s obligations under this or any other agreement with Purchaser.
14. Waiver. The failure of Seller to insist upon performance of any provision in this contract shall not be construed as waiving the provision and it shall remain in effect.
15. Notices. All notices required or permitted in this Agreement shall be in writing and sent by certified U.S. mail, postage prepaid, to Seller or Purchaser at the address stated on the face page of this contract or to the address as either party may from time to time advise in writing.
16. Modification. No modification or amendment of this Agreement shall be effective unless written on the Agreement and initialed by Seller’s authorized representative or contained in separate writing signed by Purchaser and Seller’s authorized representative. Other statements or actions by sales people or others shall not be valid unless and until so written and accepted as required.
17. Attorney’s Fees. In any action or suit arising out of this Agreement, the losing party shall pay to the prevailing party reasonable attorney’s fees and all other costs and expenses.
18. Force Majeure. Seller shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of nature, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late deliveries by suppliers or manufacturers or other difficulties which are beyond the control, and without the fault or gross negligence of Seller.
19. Governmental Regulations. Any order accepted by the Seller is at all times subject to Governmental proclamations, laws and regulations now or hereafter in effect, pertaining to priorities, allocations, prices and other such acts affecting this transaction or the production or sales by manufacturers of the products.
20. Governing Law. All sales will be governed by the laws of the state of Iowa, without regard to its conflict of law provisions. Purchaser consents and agrees to submit to the exclusive jurisdiction of the state and federal courts located in Linn County, the state of Iowa, concerning this sale, and all claims, questions or controversies arising out of this sale and these Terms and Conditions. Any claim brought against Seller by Purchaser must be brought within one year of the date of delivery as provided in Section 6.
21. Severability. These Terms and Conditions shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
22. Miscellaneous. These Terms and Conditions, together with terms and conditions set forth on the face page of the conditional sales contract or in the Seller’s invoices to Purchaser (a) contain the entire agreement between Seller and Purchaser relating to this sale, and expressly supersede and replace any prior or contemporaneous agreements, whether written or oral, relating to said sale, including any terms and conditions on any of Purchaser's documents or purchase orders, (b) shall be binding upon and inure to the benefit of the heirs, successors and permitted assigns of the parties. The paragraph headings contained herein are for the convenience of reference only and shall not be construed so as to affect the interpretation or construction of any substantive provision hereof.