Terms and Conditions
Agreement Contract
Unless otherwise expressly provided with respect to a particular sale, all sales are made in accordance with and subject to the following terms and conditions:
DEFINITIONS AND INTERPRETATION:
In these terms and conditions “we”, “our” and “us” means REVE AV, LLC.
Customer means the Customer or Client (or any person acting on behalf of and with the authority of the Customer) as described on any quotation, work authorization, or other form provided by us to the Customer.
United States of America Consumer Law means U.S. Code: Title 15.
Contract Price; means the amount as appears in the quotation, this agreement or price of the schedule plus any additional costs payable to us.
Contract means this signed agreement and all the terms are binding on the parties.
Goods means any goods supplied by us to the Customer (or ordered by the Customer but not yet supplied) including, and in no way limited to, electrical or communication products.
Underlying Conditions means any unforeseen site condition not obvious to us upon a reasonable inspection of the site at the time of the quotation, work authorization, tender or other form.
Travel Time means the distance from our premises to the customer and return.
Works means the works described in this agreement or our quotation, work authorization, tender or other form.
Normal Business Hours means Mon–Fri 9:00am to 6:00pm (except public holidays).
Normal Installation Hours means Mon–Thurs 7:00am to 6:00pm (except public holidays).
PRICES
All prices quoted by REVE AV may be changed at any time without notice prior to start of work via new quote.
Written quotations expire automatically 30 days from the date issued and are subject to adjustment on account of specifications, quantities, installation arrangements or other terms and conditions that are not part of the original price quotation.
All prices shown are subject to change.
All prices shall be as specified by us or, if no price has been specified, shall be our price in effect at the time of delivery or acceptance.
Pricing does not include any allowance for underlying conditions and we will be entitled to vary our price for the works for any such underlying conditions.
QUOTATION
All Quotes are valid for maximum fifteen (15) days and are reviewable at the date of the Customers order.
All quotes are not a contractual offer, and accordingly REVE AV may vary or withdraw a Quotation at its discretion.
Pricing and Availability are subject to change without notice, according to changes beyond our control.
We shall be entitled to be reimbursed any additional costs as a consequence of any increase in material costs that exceed 5% of the original cost of such materials at the time of the award of the Contract.
Installation Labor costing assumes easy trade access to the worksite during installation times for the duration of the project, with minimal interruption. If project programming delays incur significant or ongoing cost impact to REVE AV, variation charges will be leveed relative to this impact.
On-site trade vehicle parking will be necessary and is assumed, unless otherwise agreed and stated in writing.
Labor rates are based on installation occurring during our normal installation hours, unless otherwise stated.
All care is taken at the time of quoting, to assess & scope the suitability of your facilities for our installation. However, REVE AV cannot be held responsible for the structural integrity of your building – please be aware that any structural works required will incur a variation charge (E.g. Minimizing projected image vibration, or misalignment). This applies even if the required variation becomes evident only after installation, due to unforeseen circumstances. Likewise, occasionally obstructions to cable paths or other hardware installation, will only become evident after commencement of work, at which point we will discuss the best course of action with the Customer. In this case, labor will be charged as an additional labor variation to the original labor Cost Estimate.
All quotations include an Engineering & Design element – which contains intellectual property. The detail of this quote is shared with you to provide sufficient understanding of the solution. This quotation is private and is intended for the recipient only, as it contains confidential information not to be shared with other parties.
Each Project quotation should be viewed in its entirety.
We cannot guarantee the outcome of your solution if individual components are not supplied by REVE AV, or if only part of the total solution is selected.
Acceptance of our Quote via the required written acknowledgement (by an authorized signatory or via an official Purchase Order or Contract Agreement), signifies that the Customer accept our Terms & Conditions of Sale in full, and confirm the Scope of Works in its entirety, as outlined in the Quotation.
Should any Quotation be accepted by the Customer and subsequently cancelled – a penalty may apply commensurate with the expenses already incurred by REVE AV. Errors and Omissions Excepted.
TERMS OF PAYMENT
Payment terms are stated at the end of the proposal.
The following forms of payment are accepted: EFT, cash, check or direct deposit. Our preferred method of payment is by Electronic Funds Transfer (EFT).
All payments to be by US Dollars unless stated otherwise.
Check payments will be subject to clearance from the Contractor’s bank and the customer will pay all fees.
REVE AV reserves the right at any time to require full or partial payment in advance or to revoke any credit previously extended, if, in our judgment, the purchaser’s financial condition does not warrant proceeding on the terms specified.
An unpaid balance beyond 30 days shall be subject to finance charges computed at a periodic rate of 3% per month (18% per year).
Amounts owed by the purchaser with respect to whom there is no dispute shall be paid without setoff for any amounts, which the purchaser may claim, are owed by us and regardless of any other controversies that may exist.
Contractor may refer any amount more than 60 days past due to a collection agency of Contractor's choice.
Any fees and costs incurred in any such collection process, including attorney's fees, collection fees and other costs, will be added to the balance owed by the Client, and Client agrees to pay such additional amounts.
Any claims arising from an invoice must be made within seven (7) working days.
We reserve the right to suspend the Works if payment is overdue until such time as payment is made.
DELIVERY
Unless otherwise specified, all sales and installations are considered complete and delivered when the customer signs the acceptance form.
The Customer assumes the risk and responsibility (including any insurance) for Goods at the time of delivery, whether the Goods are delivered to the Customer’s premises or other site nominated by the Customer and whether the Customer (or the Customer’s representative) is at the delivery site to acknowledge receipt of delivery, not after the installation is completed or invoiced.
The Customer agrees to pay standard delivery charges as billed.
Ownership of the Goods will only pass to the Customer when all monies owed to us by the Customer are paid in full.
Until we have received payment in full for all monies owed by the Customer, we reserve the following rights:
Legal and equitable ownership of the Goods
The right to enter the delivery site and retake possession of the Goods
The right to keep or resell any Goods repossessed under sub-clause 5.5.2.
Without in any way limiting the generality of paragraph 8, REVE AV shall not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond our control, including, without limitation, acts of nature, unavailability of supplies or sources or energy, riots, wars, fires, floods, epidemics, lockouts, strikes and slowdown, delays in delivery by our suppliers, or acts or omissions of the purchaser.
The parties acknowledge and agree that possible disruption or delay of delivery or installation due to the impact of COVID-19 and/or related government regulations or guidance is a foreseeable risk. Notwithstanding that fact, REVE AV shall not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to the impact of COVID-19 or compliance with related government regulations or guidance.
VARIATIONS AND CHANGES TO COST OF MATERIALS
The Customer shall be entitled to direct that we undertake a variation and such direction shall be in writing and if we are delayed, then the Customer will grant us an extension of time and reimburse us our reasonable delay costs and the Contract Price shall be adjusted accordingly.
Variations to the scope of any Sales Order or Quotation, as outlined in the labor description and comments, shall be charged as a Variation Invoice at REVE AV standard rates.
EXTENSION OF TIME
We shall be entitled to an extension of time and our reasonable cost recovery for delay if, we through no fault of our own are delayed by others.
UNDERLYING CONDITIONS
We shall be entitled to an extension of time and our reasonable cost recovery for delay, if any, and reimbursed all costs arising out of any underlying conditions.
PURCHASE ORDERS
Only these terms (no other terms and conditions which may be attached to or incorporated in a purchase order) form part of the agreement between us and the Customer.
Our acceptance of a purchase order will not be acceptance of any such terms or conditions.
INVOICING
A tax invoice for work will be issued per payment schedule unless the work is completed in less than a month.
Final invoices will be issued upon practical completion of your project, where your System as a whole is proven by REVE AV to be operational and fit for purpose.
Further commissioning or training, or any defect rectification may occur after this date.
TENDER AND DESIGN & BUILD PROJECTS
If REVE AV is engaged as a design consultant as a paid service – then we take full responsibility for our work and will warrant our design as a full working AV system. As significant costs are incurred in designing a complete and operational AV system, whether it is designed to fit a budget or meet world’s best practice – REVE AV reserves the right to charge for this consultation, including scope changes as required by the Customer.
If an external consultant has been contracted to provide a scope of works &/or a bill of materials, then it is up to the Consultant, Head Contractor and end Customer to review our quotation and technical documents as provided, to ensure our offered solution is fit for their purpose and represents a complete operating system. This also ensures that any information REVE AV may not have at hand, or has not been adequately provided with at the time of our tender response, but is critical to meet the Customer’s expectations – can be taken into account, giving REVE AV opportunity to offer the most appropriate solution.
If no consultant is engaged, and REVE AV is asked to provide a design as part of a Tender submission, then REVE AV cannot be held responsible for a complete functioning solution until sufficient consultation with the Customer to ensure the solution is fit for purpose.
TITLE AND RISK OF LOSS
Subject to paragraph 13 and to our right to stop delivery of products in transit, title to and risk of loss for products shall pass to the purchaser upon the earlier of delivery to the purchaser or to a carrier for shipment to the purchaser.
SECURITY INTEREST
We reserve and the purchaser grants to us a security interest in all products sold and all proceedings to secure the full payment and performance by the purchaser of its liabilities and obligations to us.
The purchaser agrees to execute and deliver such documents as we may request in order to protect our security interest.
CHANGES, CANCELLATIONS AND RETURNS
Orders which have been accepted may only be cancelled with the prior written consent of REVE AV.
The Customer may return Goods purchased from us for credit or refund subject to the following:
The Goods are returned to us with the original invoice within thirty (30) days of the invoice date
The Goods are new and unused.
The Goods are in the original packaging, which has not been damaged or altered.
Any such approved returns of previously accepted orders will be subject to a 20% restocking fee.
Purchaser may order changes, additions, or modifications without invalidating this agreement.
Such changes must be in writing and signed by the Purchaser.
REVE AV will provide the purchaser the amount of additional costs or cost reductions resulting from the change.
In case of product unavailability or discontinuation, REVE AV reserves the right to substitute equipment of equal or greater value.
Contractor will be held blameless in case of product unavailability or discontinuation.
Cancellations for custom made Goods will not be accepted once we have commenced ordering and/or manufacturing the Goods (including any components required to manufacture the goods).
Custom made products, including cables, are not returnable for credit unless proved to be faulty.
Credit for returned Goods will be in the form of company credit or refund at our discretion.
Goods supplied by us that are deemed to be faulty by us within thirty (30) days of invoice date may be returned to us for exchange, credit or refund.
Except when incorrectly supplied or faulty, the Customer will be responsible for payment of any return freight charges.
EXCULSIONS & INCLUSIONS
Network cabling shall be terminated and tested and operating prior to completion of the installation.
If written certification of each cable run and termination is required, then a certification charge shall apply per cable run.
Due to technical distance limitation, all cable runs are estimated to be direct in nature and not bound by structured cabling routes; this is as a result of placing priority over minimizing AV signal cable length to enable desired functionality and minimize interference.
Unless clearly stated otherwise, REVE AV has made no allowance for any electrical, heating, trenching, MATV points, in wall/floor conduits, in ground conduits, coring, cable trays, scaffolding, or personnel lift(s) in this quotation.
REVE AV understanding that these services, where and if required, will be supplied by other trades.
REVE AV’s proposal is based on the grounds there is structural integrity in the infrastructure / building to support the integration of the Audiovisual equipment specified.
Where additional structural support and / or reinforcing are required, this will be the responsibility of others, unless clearly stated in the Scope of Works.
Unless otherwise specified in the Scope of works – No allowance has been made for painting or refinishing of surfaces.
REVE AV has made no allowance for cutting of cable entry holes in desks or tables. It is Copper Clad Systems understanding that these shall be done by, and in co-ordination with a Joinery/Cabinetry trade.
It is REVE AV’s understanding that all equipment noted as ‘existing’ or ‘Customer Supplied’ is working & functional.
Any costs relating to remediating, repairing or replacing existing equipment if found to be non-functional shall be forwarded as variations to the Scope of Works.
This quote (and any acceptance of it) is subject to any Customer or site induction and compliance requirements not exceeding one (1) hour off-site duration, and any staff on-site induction and compliance procedures not exceeding fifteen (15) minutes at start of job on the first day.
Any variations will be charged at our standard labor rates.
Any late notification received less than fifteen (15) days prior to start of job will be charged at 150% and received less than seven (7) days prior to start of job at 200%.
RECOMMENDATIONS
REVE AV recommends that all AV components are powered on a common earth, and wherever possible, the same RCD protected electrical circuit. Failure to provide outlets meeting this specification can result in earthing issues which can disrupt electrical components causing undesirable hums, banding, dropouts or interference.
INDUSTRIAL RELATIONS
We shall comply with all applicable industrial instruments and allowances. We shall be entitled to an extension of time and be reimbursed all costs incurred as a consequence of any change to any industrial relation matter after the award of Contract.
ASSIGNMENT
REVE AV may assign or subcontract all or any portion of the WORK.
WARRANTY
REVE AV warrants the installation shall be free from defects in workmanship for 90 days.
Equipment Warranty - All Contractor provided equipment shall be warranted as specified by the specific product manufacturer. Product repair, replacement and related shipping charges will be handled in accordance with the product manufacturer’s written warranty. The contractor will be required to handle coordination of equipment failure issues for 90 days.
Programming Warranty - The Contractor shall provide the Operator with copies of all custom program files. In the event that the Contractor installed control program files become corrupted or damaged the Contractor shall reinstall the original program for up to 90 days from the system acceptance date at no charge to the Operator.
Labor Warranty - In the event of a Contractor provided equipment failure, the Contractor shall provide the onsite labor to remove and reinstall the failed component at no charge to the Operator for up to 90 days from the system acceptance date.
Exclusions - Contractor’s warranty coverage excludes damage related to Operator’s improper use and/or improper handling of equipment. Damage related to faulty power is also excluded.
Our sole responsibility with respect to such claims shall be, at our option, to repair or rework any product or component, which we determine to be defective.
You acknowledge that (at our option): Goods repaired may be replaced by refurbished goods of the same type rather than being repaired.
Refurbished parts may be used to repair goods.
REVE AV will not warranty any owner supplied equipment, equipment installed by another company, or any pre-existing equipment.
All goods and services supplied by us shall have the benefit of any warranty given by the goods respective manufacturer and is considered ‘Back to Base”.
No on-site warranty service is provided for installed items requiring specialist access labor or equipment – unless clearly specified otherwise.
REVE AV Service Level Agreements and Maintenance Agreements shall cover on-site support.
Subject to your rights under US Consumer Law and to the fullest extent permitted by law, you agree that we will not be liable to you for loss of profit or other economic loss, direct or indirect or consequential, special, general or other damages or other expenses or costs arising out of a breach of contract or any common law duty (including negligence) by us, our agents or employees.
Subject to US Consumer Law, we will not be liable for any damage, direct or consequential, arising out of any faults or defects including, but not limited to, those caused by:
External causes including natural disaster, fire, water, lightning, power surge or spike, accident, neglect, misuse, vandalism.
The use of the goods for other than its intended purpose.
The use with or connection of the goods to item/s not approved by us.
The performance of maintenance or attempted repair by person/s other than us or as authorized by us.
Any configuration or reconfiguration by the Customer.
Goods manufactured by us (including custom products and/or cables,) carry a 1 year warranty against faults or defects excluding, but not limited to, the causes outlined in 19.10.1 to 19.10.5.
We provide a business service during normal business hours. We cannot guarantee a response outside these hours, however, if circumstances allow, phone support may be provided. If a technician is able to attend, then an after-hours Callout rate of $300+USD/hr will apply. This includes the first hour of labor, within the greater Fort Mill, SC area.
No liability is assumed for any consequential damages caused from the use of Goods by the Customer.
The Customer is responsible for any return freight charges for Goods that are returned under warranty.
In no event shall we be liable for any incidental or consequential damages due to any cause whatsoever.
THE FOREGOING CONSTITUTES OUR SOLE LIABILITY AND THE PURCHASER’S SOLE REMEDY WITH RESPECT TO PRODUCTS INSTALLED BY REVE AV EXCEPT AS THUS PROVIDED, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, & INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
ADDITIONAL OR INCONSISTENT TERMS
Terms and conditions set forth in any document provided by the purchaser which differ from conflict with or are not included in the terms and conditions set forth in this document shall not become a part of any agreement between us and the purchaser unless such terms and conditions are specifically accepted by us in writing.
ASBESTOS & OTHER TOXIC SUBSTANCES
We shall be entitled to an extension of time and our reasonable delay costs and any other additional costs incurred by us as a consequence of the presence of asbestos or other toxic substances whatsoever.
CONFIDENTIALITY
The parties shall, except for legal and other advisors, keep strictly confidential between them all information shared under the Contract.
GENERAL
The laws of the State of South Carolina, United States of America govern these terms and conditions and any legal action relating to them shall be brought in the State of South Carolina, United States of America Courts.
INSURANCE
Contractor shall purchase and maintain such insurance required to protect from claims under workers compensation and from any damage to the owner’s property resulting from the conduct of this agreement.
ATTORNEY’S FEES
In any action to enforce the terms of this agreement or in any action brought in violation of the releases contained herein, the prevailing party shall be entitled to an award of attorney’s fees and costs from the losing party.