Terms and Conditions of Sale
1. Definitions
In these terms:
“Assistance” means any installation, support or other ancillary work or services which the Company has agreed to supply to you in connection with the Goods.
“Brand Owner” means the Company or Group Company identified as the manufacturer or supplier of particular Goods on the applicable product page.
“Company” means SmallHD LLC.
“Contract” means this agreement between you and the Company to supply the Goods subject to the terms and conditions set out in this agreement.
“Goods” means all products and equipment to be supplied under the Contract.
“Group Company” means any company which is directly or indirectly controlled by Videndum plc.
“Group-Fulfilled Goods” means Goods sold to you by the Company but supplied or shipped on the Company’s behalf by a Group Company.
“Product Warranty” means the written warranty identified on the applicable product page and provided by the Brand Owner for the relevant Goods.
“Warrantor” means the Brand Owner that provides the Product Warranty applicable to the relevant Goods. Where the Company is also the Brand Owner, the Company is the Warrantor.
“You/Your” means you, the purchaser of the Goods under the Contract.
“New” means never used Goods.
2. Basis of Supply
2.1 The Company shall supply and you shall purchase the Goods in accordance with an order placed by you which is accepted by the Company. By placing an order for the Goods you shall be deemed to have accepted these conditions to the exclusion of any other terms and conditions set out or referred to in any other document or other communication used by either party in concluding the Contract.
2.2 By placing your order you acknowledge that you place no reliance on any statement which has been made or may be made concerning the order other than one made by the Company in writing.
2.3 Group Company Products. The Company may offer for sale Goods manufactured, branded, supplied or fulfilled by a Group Company. In all cases, the Contract for the retail sale of the Goods is between you and the Company, regardless of which Group Company manufactures, supplies or ships the Goods. A Group Company may, as the Company’s fulfillment provider, accept, process, package and ship an order and provide warranty, repair or return services in relation to the Goods.
2.4 Product-Specific Terms. Certain Goods may be subject to product-specific warranty terms, return restrictions, compatibility requirements or other conditions disclosed on the applicable product page before purchase. If there is a conflict between these conditions and a product-specific warranty, the product-specific warranty will govern warranty coverage for those Goods. These conditions will otherwise govern the retail sale.
3. Price and Payment
3.1 All prices are stated exclusive of any sales, use or VAT tax, delivery costs, and other levies, taxes or duties which may apply.
You are responsible for assuring that the product can be lawfully imported to the destination country. You are the importer of record and must comply with all laws and regulations of the destination country. Orders that are shipped to countries outside of the United States may be subject to import taxes, customs duties and fees levied by the destination country. YOU MAY BE ASKED TO REMIT ANY SUCH CHARGES UPON DELIVERY OF THE PRODUCT. Customer’s failure to pay any required import fees or duties may result in the product being returned to the Company. The Customer will be responsible for reimbursing the Company for any such return shipping costs that may be incurred by Company.
3.2 International Orders. The duties and import treatment applicable to an international order will be displayed at checkout.
If duties and taxes are prepaid at checkout, the order will be shipped on a delivered-duty-paid basis to the extent stated at checkout. The Company or its designated service provider will arrange customs clearance and remit the duties and taxes included in the amount collected from you. You remain responsible for any duties, taxes, fees or charges arising from inaccurate or incomplete information supplied by you or from changes you request after placing the order.
If duties and taxes are not prepaid at checkout, you will be the importer of record and will be responsible for customs clearance and all applicable import duties, taxes, brokerage fees and other charges. Failure to pay these charges may result in delay, refusal of delivery, abandonment or return of the Goods. You will be responsible for the resulting return shipping charges and other reasonable costs incurred by the Company.
An order may contain Goods shipped separately by the Company and one or more Group Companies. The duties treatment shown at checkout will apply to each shipment unless otherwise clearly disclosed before purchase.
3.3 View Terms and Conditions of our Payment Processors;
Amazon Payments Terms and Conditions
Apple Pay Terms and Conditions
Google Payments Terms and Conditions
Shopify Shop Payments Terms and Conditions
4. Quotations
Any quotation remains valid for a period of 30 calendar days only unless otherwise stated in writing in such quotation and may be withdrawn at any time prior to the expiration of 30 calendar days absent the placement of an order.
5. Specifications
The Company reserves the right to alter the specifications of the Goods, where necessary, to comply with regulations or legal requirements or where such alterations do not in the Company’s reasonable opinion materially affect your expressed requirements.
6. Compliance
You are responsible for obtaining all consents, and for complying with all legal requirements necessary to import into and operate Goods within any country other than the United States of America. In the event that the legal operation of the Goods requires any form of license, permit or other form of regulatory or governmental allowance you understand and agree that obtaining those permissions is your sole responsibility.
7. Despatch and Delivery
7.1 The Company will use reasonable efforts to ship the Goods within the period stated on the applicable product page or in the order confirmation. Shipping dates are estimates unless expressly stated otherwise.
7.2 Goods may be shipped by the Company or by a Group Company acting as the Company’s fulfillment provider. Goods in the same order may be shipped separately, from different locations and by different carriers, and may arrive on different dates. Separate tracking information may be provided for each shipment.
7.3 The Company is responsible for communicating any material shipping delay and, where required by applicable law, obtaining your agreement to a revised shipping date or offering cancellation and a refund for the delayed Goods.
7.4 Delay or cancellation affecting one item or shipment will not automatically cancel the remaining items in the order.
8 Title and Risk
8.1 Risk of loss or damage passes to you upon delivery of the Goods to the delivery address specified in the order. Title passes to you upon the later of full payment and delivery, except where applicable law requires otherwise.
8.2 Title to the Goods shall not pass to you until the Company or Group Company (as the case may be) has received (in cash or cleared funds) payment in full of the sums due from you:
(a) under the Contract;
(b) under any other contract the Company has with you; and
(c) under any other contract you have with a Group Company.
8.3 Until title to the Goods has passed to you, you shall:
(a) hold the Goods on a fiduciary basis as the Company’s Bailee;
(b) store the Goods separately from all other Goods held by you so that they remain readily identifiable as the Company’s property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(e) notify the Company immediately if you become subject to any of the events listed in clause 13; and
(f) give the Company such information relating to the Goods as the Company may require from time to time, but you may resell or use the Goods in the ordinary course of business.
8.4 If before title to the Goods passes to you, you become subject to any of the events listed in clause 13, or the Company reasonably believes that any such event is about to happen and notifies you accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require you to deliver up the Goods and, if you fail to do so promptly, enter any premises of you or of any third party where the Goods are stored in order to recover them, and you hereby give the Company permission to detach them from any other item(s) they are attached to.
8.5 In cases where the Company is entitled under clause 8.4 to require you to deliver up the Goods, the Company may also at any time, acting as agent for a Group Company, require you to deliver up Goods in respect of which title is held by that Group Company (“GC Goods”), and, if you fail to do so promptly, enter any premises of you or of any third party where the GC Goods are stored in order to recover them, and you hereby give the Company permission to detach them from any other item(s) they are attached to.
8.6 The Company may assign the benefit of clauses 8.4 and/or 8.5 to any Group Company upon giving written notice to you.
9 Returns
9.1 Return Requests. Except for warranty claims handled under §14, all returns must be initiated through the store from which the Goods were purchased. You must request a return authorization within 30 calendar days after delivery, except that Certified Refurbished Goods must be initiated within 14 calendar days after delivery unless the applicable product page states otherwise.
9.2 Return Destination. The Company may direct you to return the Goods to the Company, the Brand Owner or another authorized location. A return sent to a different location or without the required return authorization may be refused or may result in additional handling charges.
9.3 Condition. Returned Goods must include the original packaging and all accessories, manuals and other items supplied with them. Goods returned incomplete, damaged or showing use beyond that reasonably necessary to inspect them may be subject to a deduction reflecting the resulting reduction in value or reasonable restoration cost.
9.4 Refunds. The Company, as the retail seller, will issue any approved refund to the original payment method where reasonably possible. A Group Company receiving or inspecting the returned Goods does not become the retail seller and will not ordinarily issue the customer’s refund.
9.5 Mixed Orders. Products in the same order may require separate return authorizations and may need to be returned to different locations. Returning one item does not automatically cancel or return the remaining items.
9.6 Exclusions. Customized goods, custom cables, activated or downloaded software, services already performed and other products identified as non-returnable on the product page cannot be returned except where defective or where applicable law requires otherwise.
9.7 Restocking Fee. No restocking fee applies merely because a return is initiated more than seven days after delivery. If returned Goods are incomplete, damaged, used or not in their original condition or packaging, the Company may deduct an amount reasonably reflecting the reduction in value or the reasonable cost of inspection, testing, recertification or restoration, up to 15% of the purchase price. This does not apply to Goods returned because of a covered defect or an error by the Company or Brand Owner.
10 Assistance
10.1 The Company may, at your request, provide Assistance to you in respect of the Contract. The cost of such Assistance shall be additional to the price due in respect of the Goods.
10.2 The Company may use persons other than its employees to provide the Assistance.
10.3 Where the Assistance involves the secondment of the Company’s designated personnel to you, they shall be subject to your direction, management, and control. You shall be responsible for all tasks performed by such personnel and the Company shall not be liable to you for any work which is performed negligently or otherwise unsatisfactorily by them. Nonetheless, if at any time during the Contract the performance or conduct of such personnel proves unsatisfactory, the Company shall take all reasonable steps to provide replacement personnel acceptable to you as soon as is reasonably practicable.
10.4 You shall ensure compliance with all applicable laws, regulations and regulatory requirements as regards business permits, licences or consents that may be required in relation to the Assistance. You shall provide such assistance as the Company considers reasonable in obtaining work visas and permits for the Company’s staff.
10.5 You shall take all precautions to safeguard the health and safety of the Company’s designated personnel whilst working at your premises, and shall ensure that all of your equipment shall at all times comply with all applicable laws, regulations, regulatory requirements and codes of practice.
10.6 Any equipment which belongs to you and which is used by the Company’s designated personnel, whether at your premises or elsewhere, shall remain at your risk and the Company shall not assume any responsibility or liability for the safety or security of such equipment.
11 Intellectual Property
11.1 All intellectual property rights associated with the Goods and in any illustrations, drawings and other documents supplied by the Company, remain vested in the Company.
11.2 All computer programs, software or firmware supplied by the Company are provided by means of a non-exclusive, revocable license to use on a specified machine, are to be kept confidential by you, and not to be further copied or divulged to any other party without the Company’s prior written consent.
11.3 You shall not remove, obliterate, delete from, add to, or otherwise alter trademarks and/or trade names affixed to the Goods and the Company asserts its full rights to control the use of its trade marks.
11.4 You shall not contact directly or indirectly any of the Company’s suppliers and/or manufacturers in order to seek a licence of any trade names or trademarks or patents if any, relating to Goods.
11.5 You will bring immediately to the Company’s notice any third party infringement of the Company’s intellectual property rights of which you become aware.
12 Limitation and Exclusion of Liability
12.1 The Company shall not be under any liability to you under the Contract or any collateral contract for any indirect loss and/or expenses, including loss of income, profits or contracts or for any incidental, indirect, special or consequential loss or damage of any kind whatsoever arising and whether caused by negligence, breach of contract or otherwise.
12.2 The Company’s maximum aggregate liability to you or any third party, in respect of any contract, whether arising under any indemnity, for any breach of its obligations under this Contract, negligence or otherwise, shall be limited to the price payable by you pursuant to such contract.
12.3 Nothing in this agreement or in any contract shall exclude or in any way limit either party’s liability for fraud or for death or personal injury caused by its negligence, or any other liability to the extent that such liability may not be excluded or limited as a matter of law.
13 Termination
If you (i) fail to make any payment when due under this Contract or any contract with a Group Company; or (ii) become insolvent, have a receiver, administrative receiver, administrator or manager appointed over all or any part of your assets or business, make any composition or arrangement with your creditors, take or suffer any similar action in consequence of debt or an order for resolution is made for your dissolution or liquidation (other than for the purposes of solvent amalgamation or reconstruction); (iii) exceed the credit limit, if any, specified by the Company from time to time; the Company shall have the following rights at its option without incurring any liability, which rights shall be cumulative and shall not prevent the Company from also claiming damages and pursuing any other rights and remedies available to it:
13.1 to terminate this Contract;
13.2 to cancel any undelivered or uncompleted portion of the contract and stop any Goods in transit;
13.3 to cancel any other contract with you; and
13.4 to demand immediate payment of any outstanding amounts which shall thereupon become due and payable.
14 Limited Warranty
14.1 Applicable Product Warranty.
Where Goods are supplied with a written warranty, they are covered by the Product Warranty provided by the applicable Warrantor. The identity of the Warrantor, the applicable warranty period and any product-specific conditions or exclusions will be identified on, or made available through, the applicable product page before purchase. Goods in the same order may be manufactured by different Brand Owners and covered by different Product Warranties.
14.2 Relationship Between the Company and the Warrantor.
The Company is the retail seller of the Goods. Where the Company is not also the Brand Owner, the applicable Product Warranty is provided by the Warrantor and not by the Company. The Company may receive and coordinate warranty claims on the Warrantor’s behalf, but inspection, repair, replacement and other warranty services may be performed by the Warrantor or its authorized service provider.
Submission of a warranty claim through either the Company’s designated support process or the Warrantor’s designated support process will constitute submission of the claim for purposes of the applicable Product Warranty.
14.3 Standard Limited Warranty.
Unless a different warranty period or different terms are disclosed on the applicable product page or set out in the applicable Product Warranty, the Warrantor warrants to the original end-user purchaser that the Goods will be free from defects in materials and workmanship under normal and proper use for a period of one (1) year beginning on the date the Goods are delivered to the original end-user purchaser.
The Warrantor makes no other express warranty except as expressly set out in the applicable Product Warranty or otherwise agreed by the Warrantor in writing.
14.4 Warranty Remedy.
Subject to the applicable Product Warranty, the Warrantor’s obligations and the purchaser’s remedies for breach of warranty are limited, at the Warrantor’s option, to:
(a) repairing the defective Goods or defective part;
(b) replacing the defective Goods or part with the same model or with a product of substantially equivalent quality and function; or
(c) where repair or replacement is not reasonably available, providing another remedy required by applicable law.
Inspection, repair or replacement may be performed at a facility designated by the Warrantor. If a defective product or part has been superseded or is no longer available, the Warrantor may replace it with a current product or part of substantially equivalent quality and function.
14.5 Warranty Claims and Returns.
A warranty claim must include the product model number and serial number, where applicable, together with reasonable proof of purchase. The purchaser must notify the Company or Warrantor promptly after discovering the alleged defect and, where permitted by applicable law, within thirty (30) days after discovery.
Goods may not be returned for warranty service without a return merchandise authorization or other authorization issued by the Company, the Warrantor or an authorized service provider. Goods must be returned to the location specified in the authorization.
Unless the applicable Product Warranty or applicable law provides otherwise, the purchaser is responsible for the cost and risk of shipping the Goods to the specified service location. The Warrantor is responsible for shipping repaired or replacement Goods to the purchaser where the claim is covered by the Product Warranty.
14.6 Exclusions.
Unless otherwise stated in the applicable Product Warranty, the warranty does not cover damage, defects, failures or costs resulting from:
(a) modification, alteration, repair or service by anyone other than the Warrantor or its authorized representative;
(b) abuse, overload, misuse, neglect, accident, improper storage, transportation or inadequate maintenance;
(c) operation outside the Goods’ intended application or contrary to the instructions supplied with the Goods;
(d) improper installation or operation, including installation or operation contrary to applicable codes or regulatory requirements;
(e) corrosive environments, airborne contaminants, excessive thermal shock or other unsuitable environmental conditions;
(f) normal wear and tear or cosmetic deterioration that does not affect functionality;
(g) damage occurring while the Goods are being shipped to the Company, Warrantor or service provider; or
(h) alteration, defacement or removal of the product serial number.
The warranty does not cover labor, troubleshooting, removal, installation, service, handling or other incidental costs unless expressly included in the applicable Product Warranty or required by applicable law.
14.7 Repairs.
A repair performed by the Warrantor or its authorized service provider is warranted for three (3) months from the date the purchaser is notified that the repair has been completed, or for the unexpired portion of the original Product Warranty, whichever is longer.
This repair warranty applies only to the repair performed and does not otherwise extend or renew the original Product Warranty.
14.8 Exceptions
Unless otherwise specified, all monitors sold are considered “A-Stock” and adhere to the Pixel Specification below.
The following A-Stock pixel specification applies to all SmallHD monitors.
- Pixel inside of the viewing area (inside the white rectangle):
- No pixel defects of any kind allowed.
- Pixel outside of the viewing area (outside the white rectangle):
- One bright pixel, or subpixel, outside of the viewing area of the screen is allowed.
Viewing area reference:
“B-Stock” refers to brand-new Goods that do not meet IQC standards for A-Stock classification. As these items are unused, they will be sold with all accessories as advertised on their sale page. B-Stock Goods carry the same return and warranty policies as A-Stock, including a 30-day return policy and a 12-month limited warranty.
“Certified Refurbished” refers to used Goods that have been returned, inspected, and reconditioned through a quality control process for resale. These items may show signs of previous use, including minor cosmetic imperfections such as scratches, dead pixels, or dim backlight panels. Certified Refurbished Goods are sold with all advertised accessories and include a limited 14-day return policy and a 90-day limited hardware warranty.
“EOL” (End of Life) refers to discontinued Goods for which parts are either no longer produced or have limited availability. EOL Goods are covered under a limited hardware warranty as advertised at sale, subject to the availability of repair parts.
Goods classified as B-Stock or Certified Refurbished will be sold in their described condition, and any necessary repairs beyond the warranty period will be the responsibility of the customer.
14.9 High-Risk Activities.
The Goods are not fault-tolerant and are not designed, manufactured or intended for use or resale as control equipment in hazardous or high-risk environments requiring fail-safe performance, including the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life-support machines or weapons systems, where failure of the Goods could lead directly to death, personal injury or severe physical or environmental damage.
You must not use, or permit the use of, the Goods in or in connection with any such environment or activity.
14.10 Disclaimer and Limitation.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED TO THE DURATION OF THE APPLICABLE EXPRESS PRODUCT WARRANTY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR THE WARRANTOR WILL BE LIABLE UNDER THE PRODUCT WARRANTY FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSS, INCLUDING LOSS OF PROFITS, REVENUE, USE OR EQUIPMENT, OR THE COST OF RENTING REPLACEMENT EQUIPMENT.
Some jurisdictions do not permit the exclusion or limitation of implied warranties or incidental or consequential damages, so some of the foregoing limitations may not apply to you.
Nothing in this clause excludes or limits liability for fraud, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited.
14.11 Consumer Rights.
This clause and the applicable Product Warranty give you specific legal rights. You may also have other rights that vary between jurisdictions.
Nothing in these conditions or a Product Warranty excludes, restricts or modifies any right or remedy that cannot lawfully be excluded, restricted or modified.
15 Indemnity
Purchaser hereby indemnifies and agrees to hold harmless Company and its respective members, directors, officers, agents, employees, representatives, successors and assigns, and any Group Company from and against any and all losses, claims, damages, expenses or liabilities of whatever form or nature (including reasonable attorneys' fees and other costs and expenses incurred in connection therewith) which they, or any of them, may sustain or incur in (including in settlement) any action, claim, suit, proceeding or settlement by any person, organization or governmental entity or agency, or otherwise resulting, in whole or in part, from: (i) Any claim of a third party that the indemnifying Party misrepresented its authority or made any contractual commitment not expressly authorized under this Contract; (ii) The handling, storage, sale or distribution by the indemnifying Party of the Goods or information relating thereto; (iii) The failure by the indemnifying Party to perform or comply with its obligations under this Contract; and (iv) The conduct of the operations of the indemnifying Party.
16 Force Majeure
The Company shall not be responsible or liable for its failure to perform its obligations, if such failure is beyond the control of the Company, or beyond the control of the suppliers of the Company, whether caused by acts of God, unavailability or shortages of materials or energy necessary to produce and/or deliver the Goods by usual modes of transportation, fire, flood, wars, embargo, strikes, labour disputes, explosions, riots, of laws, rules, regulations, restrictions or orders of any governmental authority, or any other cause, other than financial, beyond the control of the Company or its suppliers.
17 Governing Law
The validity, performance and enforcement of this Contract shall be governed by and construed in accordance with the laws (other than the conflict of laws rules) of the State of California. The state and federal Courts of California shall have exclusive jurisdiction to adjudicate any dispute which may arise in connection with the Contract.
18 Waiver
The failure of either party to enforce any term of or right arising pursuant to this agreement does not constitute a waiver of such term or right and shall in no way affect that party’s right later to enforce or exercise the term or right.
19 Severance
19.1 If any court or competent authority finds that any provision of this Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.
19.2 If any invalid, unenforceable or illegal provision of this Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.