Terms & Conditions
1. TERMS AND CONDITIONS
These terms (“Agreement”) govern the sale of goods between Cine Sauce, LLC and the Buyer (“Buyer”). For the purposes of this Agreement, Cine Sauce, LLC is collectively referred to as “CineSauce”. This document acknowledges receipt of the Buyer’s order by CineSauce, and confirms the sale of product evidenced by the invoice as expressly conditioned on the Buyer’s acceptance of the terms and conditions set forth herein.
2. PRICES
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 Written quotations shall expire thirty (30) calendar days from the date of quotation unless withdrawn in writing sooner.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.
3. TERMS OF PAYMENT
A. Deposits. On orders requiring a deposit, Buyer must make a deposit equal to the amount specified by CineSauce at the time of the order. Camera reservation numbers and delivery estimates are provided at the sole discretion of CineSauce.
B. 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 CineSauce Customer Service Department for Remit To information when transferring bank to bank payments. All orders are payable in U.S. dollars (USD).
C. 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. CineSauce does not accept branch cash deposits or money grams. CineSauce has the right to refuse any order, even after accepting payment or partial payment for such order. CineSauce will credit/refund any such payment made by the Buyer, if CineSauce 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).
D. Deposit Payments. Deposit 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. CineSauce reserves the right to reject any order. CineSauce will credit or refund any payments made if CineSauce rejects the order.
E. At-Once Order Payments. At-once 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. If a credit card is provided at the time the order is placed, Buyer authorizes CineSauce to charge that credit card for the full purchase amount at the time of shipping without additional confirmation from Buyer. CineSauce reserves the right to reject any order. CineSauce will credit or refund any payments made if CineSauce rejects the order.
F. 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 CineSauce 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. CineSauce reserves the right to reject any order. CineSauce will credit or refund any payments made if CineSauce rejects the order.
G. Cancellation by Customer. If requested by Buyer, CineSauce may process a refund at it's sole discretion less a re-stocking fee of 20%. Items marked "Special Order item" are non-cancelable, non-returnable and non-refundable. CineSauce may choose to waive this restriction on a case-by-case basis.
H. Remittance Policy. In the event that CineSauce returns money to Buyer, it shall be processed by check and mailed within 14 business days.
4. DELIVERY AND ACCEPTANCE
Unless otherwise provided by CineSauce in writing, all product shipments shall be made Carriage Paid To Destination (CPT-Destination) from the CineSauce facility at Glendale, Arizona, 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, CineSauce 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. CineSauce 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 CineSauce’s facility, Glendale, Arizona.
CineSauce shall use reasonable efforts to notify Buyer of any anticipated delays in delivery. CineSauce 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 fifteen (15) days after shipment. Product not rejected during this fifteen-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 CineSauce or based on test procedures that CineSauce does not conduct.
All shipments are sent FOB with a registered shipping company.
5. RESTRICTIONS ON USE
Buyer will not cause or permit the modification or reverse engineering of file formats, tools, or image processing of any products that CineSauce sells without express written consent from the original manufacturer. Buyer will not develop tools from any products or use non-approved tools, products, or software with any products we sell without express written consent from the orginal manufacturer. Buyer will not cause or permit any reverse engineering of any products we sell. Buyer will not provide repair services for products without the express written consent from the original manufacturer . Buyer will not use CineSauce’s trademarks, including as part of a domain or company name or in keywords or online search optimizations, without the express written consent from CineSauce.
6. WARRANTY
CineSauce’s DOES NOT offer a warranty on any products we sell. Warranties may be available from the original manufacturer if they offer them. The Buyer agrees to not hold CineSauce liable for any product defects, or malfunctions regardless of the cause.
7. RETURNS
Buyers must obtain a Return Merchandise Authorization (“RMA”) prior to the return of any product. CineSauce may choose at its own discretion to not issue an RMA for any reason. Cameras may only be returned for refund within ten (10) days of original delivery by CineSauce at shipping address specified by Buyer and with less than 25 hours of run time and pass CineSauce Inbound Quality Control (“IQC”). Accessories, except Digital Media and Batteries, may be returned for refund within ten (10) days of original delivery by CineSauce at shipping address specified by Buyer and pass CineSauce IQC.
A. 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 CineSauce gives specific approval for such a return after evaluation (subject to $200 evaluation fee) and the returned product is subject to a 40% 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 CineSauce 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 CineSauce.
B. Shipping. Buyer is responsible for shipping costs to return product to CineSauce. For Buyer’s protection, CineSauce recommends that the Buyer uses a traceable and insurable form of mail for shipment.
C. Buyer has ten (10) days from the date the RMA is issued to deliver the product to CineSauce. All product not delivered ten (10) days after the RMA was issued will not be considered eligible as a return for credit and CineSauce will return product to Buyer and Buyer will assume all shipping costs.
D. 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 CineSauce and its employees harmless from any and all liability arising from Buyer’s failure to comply with this provision.
E. 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 CineSauce 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.
8. CUSTOMER SOURCE INSPECTION
A fee of $200.00 will be charged for any order requiring customer source inspection or receipt of goods, at the CineSauce facility.
A. No-Trouble Found Inspection Fee. Any product sent to CineSauce for inspection or evaluation where CineSauce finds no defects or problems with the product will be subject to a No-Trouble Found Inspection Fee of $200. The No-Trouble Found Inspection policy is in place to encourage the Customer to exhaust all technical support resources before shipping product to CineSauce.
9. LIMITATION OF LIABILITY
IN NO EVENT SHALL CINESAUCE 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 CINESAUCE OR ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CINESAUCE’S OR ITS LICENSORS’ LIABILITY FOR A PRODUCT (WHETHER ASSERTED AS A TORT CLAIM, A CONTRACT CLAIM OR OTHERWISE) EXCEED THE AMOUNTS PAID TO CINESAUCE FOR SUCH PRODUCT. NOT WITHSTANDING ANYTHING IN THIS AGREEMENT, IN NO EVENT SHALL CINESAUCE’S LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY BUYER TO CINESAUCE FOR PRODUCT IN THE LAST TWELVE (12) MONTHS. IN NO EVENT WILL CINESAUCE OR ITS LICENSORS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY BUYER. IN NO EVENT SHALL CINESAUCE 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.
10. INDEMNIFICATION
Buyer shall indemnify, defend, and hold CineSauce and CineSauce’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.
11. NON-WAIVER
Failure of CINESAUCE 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.
12. LAW GOVERNING AND EXCLUSIVE JURISDICTION
This Agreement is to be interpreted in accordance with the laws of the State of Arizona, United States of America. The sale of any product sold to the Buyer is considered to have taken place in Glendale, Arizona 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 shall be Glendale, Arizona and both Buyer and CineSauce waive all rights to have a dispute brought elsewhere.
13. SEVERABILITY
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.
14. COMPLETE AGREEMENT
The terms and conditions set forth herein comprise the entire Agreement between CINESAUCE and the Buyer.
These terms (“Agreement”) govern the sale of goods between Cine Sauce, LLC and the Buyer (“Buyer”). For the purposes of this Agreement, Cine Sauce, LLC is collectively referred to as “CineSauce”. This document acknowledges receipt of the Buyer’s order by CineSauce, and confirms the sale of product evidenced by the invoice as expressly conditioned on the Buyer’s acceptance of the terms and conditions set forth herein.
2. PRICES
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.
3. TERMS OF PAYMENT
A. Deposits. On orders requiring a deposit, Buyer must make a deposit equal to the amount specified by CineSauce at the time of the order. Camera reservation numbers and delivery estimates are provided at the sole discretion of CineSauce.
B. 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 CineSauce Customer Service Department for Remit To information when transferring bank to bank payments. All orders are payable in U.S. dollars (USD).
C. 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. CineSauce does not accept branch cash deposits or money grams. CineSauce has the right to refuse any order, even after accepting payment or partial payment for such order. CineSauce will credit/refund any such payment made by the Buyer, if CineSauce 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).
D. Deposit Payments. Deposit 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. CineSauce reserves the right to reject any order. CineSauce will credit or refund any payments made if CineSauce rejects the order.
E. At-Once Order Payments. At-once 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. If a credit card is provided at the time the order is placed, Buyer authorizes CineSauce to charge that credit card for the full purchase amount at the time of shipping without additional confirmation from Buyer. CineSauce reserves the right to reject any order. CineSauce will credit or refund any payments made if CineSauce rejects the order.
F. 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 CineSauce 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. CineSauce reserves the right to reject any order. CineSauce will credit or refund any payments made if CineSauce rejects the order.
G. Cancellation by Customer. If requested by Buyer, CineSauce may process a refund at it's sole discretion less a re-stocking fee of 20%. Items marked "Special Order item" are non-cancelable, non-returnable and non-refundable. CineSauce may choose to waive this restriction on a case-by-case basis.
H. Remittance Policy. In the event that CineSauce returns money to Buyer, it shall be processed by check and mailed within 14 business days.
4. DELIVERY AND ACCEPTANCE
Unless otherwise provided by CineSauce in writing, all product shipments shall be made Carriage Paid To Destination (CPT-Destination) from the CineSauce facility at Glendale, Arizona, 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, CineSauce 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. CineSauce 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 CineSauce’s facility, Glendale, Arizona.
CineSauce shall use reasonable efforts to notify Buyer of any anticipated delays in delivery. CineSauce 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 fifteen (15) days after shipment. Product not rejected during this fifteen-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 CineSauce or based on test procedures that CineSauce does not conduct.
All shipments are sent FOB with a registered shipping company.
5. RESTRICTIONS ON USE
Buyer will not cause or permit the modification or reverse engineering of file formats, tools, or image processing of any products that CineSauce sells without express written consent from the original manufacturer. Buyer will not develop tools from any products or use non-approved tools, products, or software with any products we sell without express written consent from the orginal manufacturer. Buyer will not cause or permit any reverse engineering of any products we sell. Buyer will not provide repair services for products without the express written consent from the original manufacturer . Buyer will not use CineSauce’s trademarks, including as part of a domain or company name or in keywords or online search optimizations, without the express written consent from CineSauce.
6. WARRANTY
CineSauce’s DOES NOT offer a warranty on any products we sell. Warranties may be available from the original manufacturer if they offer them. The Buyer agrees to not hold CineSauce liable for any product defects, or malfunctions regardless of the cause.
7. RETURNS
Buyers must obtain a Return Merchandise Authorization (“RMA”) prior to the return of any product. CineSauce may choose at its own discretion to not issue an RMA for any reason. Cameras may only be returned for refund within ten (10) days of original delivery by CineSauce at shipping address specified by Buyer and with less than 25 hours of run time and pass CineSauce Inbound Quality Control (“IQC”). Accessories, except Digital Media and Batteries, may be returned for refund within ten (10) days of original delivery by CineSauce at shipping address specified by Buyer and pass CineSauce IQC.
A. 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 CineSauce gives specific approval for such a return after evaluation (subject to $200 evaluation fee) and the returned product is subject to a 40% 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 CineSauce 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 CineSauce.
B. Shipping. Buyer is responsible for shipping costs to return product to CineSauce. For Buyer’s protection, CineSauce recommends that the Buyer uses a traceable and insurable form of mail for shipment.
C. Buyer has ten (10) days from the date the RMA is issued to deliver the product to CineSauce. All product not delivered ten (10) days after the RMA was issued will not be considered eligible as a return for credit and CineSauce will return product to Buyer and Buyer will assume all shipping costs.
D. 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 CineSauce and its employees harmless from any and all liability arising from Buyer’s failure to comply with this provision.
E. 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 CineSauce 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.
8. CUSTOMER SOURCE INSPECTION
A fee of $200.00 will be charged for any order requiring customer source inspection or receipt of goods, at the CineSauce facility.
A. No-Trouble Found Inspection Fee. Any product sent to CineSauce for inspection or evaluation where CineSauce finds no defects or problems with the product will be subject to a No-Trouble Found Inspection Fee of $200. The No-Trouble Found Inspection policy is in place to encourage the Customer to exhaust all technical support resources before shipping product to CineSauce.
9. LIMITATION OF LIABILITY
IN NO EVENT SHALL CINESAUCE 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 CINESAUCE OR ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CINESAUCE’S OR ITS LICENSORS’ LIABILITY FOR A PRODUCT (WHETHER ASSERTED AS A TORT CLAIM, A CONTRACT CLAIM OR OTHERWISE) EXCEED THE AMOUNTS PAID TO CINESAUCE FOR SUCH PRODUCT. NOT WITHSTANDING ANYTHING IN THIS AGREEMENT, IN NO EVENT SHALL CINESAUCE’S LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY BUYER TO CINESAUCE FOR PRODUCT IN THE LAST TWELVE (12) MONTHS. IN NO EVENT WILL CINESAUCE OR ITS LICENSORS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY BUYER. IN NO EVENT SHALL CINESAUCE 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.
10. INDEMNIFICATION
Buyer shall indemnify, defend, and hold CineSauce and CineSauce’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.
11. NON-WAIVER
Failure of CINESAUCE 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.
12. LAW GOVERNING AND EXCLUSIVE JURISDICTION
This Agreement is to be interpreted in accordance with the laws of the State of Arizona, United States of America. The sale of any product sold to the Buyer is considered to have taken place in Glendale, Arizona 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 shall be Glendale, Arizona and both Buyer and CineSauce waive all rights to have a dispute brought elsewhere.
13. SEVERABILITY
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.
14. COMPLETE AGREEMENT
The terms and conditions set forth herein comprise the entire Agreement between CINESAUCE and the Buyer.