TERMS AND CONDITIONS OF SALE


THIS AGREEMENT (“AGREEMENT”) CONSTITUTES THE TERMS AND CONDITIONS OF SALE FOR GRDIAN (“GRDIAN”) PRODUCT(S) IDENTIFIED IN A GRDIAN QUOTATION (“PRODUCT(S)”) TO THE BUYER (“PURCHASER”).

1. GENERAL

This Agreement shall be deemed to be an integral part of all acceptances by GRDIAN and shall supersede any conflicting provisions of any purchase order or other communication of the Purchaser. All Purchase Orders are subject to approval and acceptance by GRDIAN.

2. PRICES

All products are in strict accordance to our MAP policy. All prices include standard commercial packing for domestic shipment. All transportation, insurance, custom packing costs and expenses, and all Federal, Provincial and local excise, duties, sales, and other similar taxes are the responsibility of the Purchaser.

3. MINIMUMS  

We maintain a minimum purchase requirement of $700 USD for both brick and mortar and online.

4. PAYMENT

Terms are prepayment unless otherwise agreed in writing. If payment terms are extended by GRDIAN, invoices are due net ten (10) calendar days from the invoice date. Purchaser shall remit payments in United States Dollars (USD). Interest shall be charged on overdue accounts at the rate of 18% per annum (1.5% per month) from due date. GRDIAN shall retain a security interest in any Product(s) sold to the Purchaser until the purchase price is paid in full. Upon request, the Purchaser shall take all steps necessary to perfect GRDIAN’s security interest. Title to Product(s) shall pass to the Purchaser upon payment of the purchase price in full.

5. DELIVERY

Purchaser shall supply shipping instructions with each order. (Ship to and bill to address, GRDIAN Quotation #, Preferred carrier and account #, Custom broker/freight forwarder including name and contact #). In the absence of specific instructions, GRDIAN may select a carrier and insure Product(s) in transit and charge Purchaser accordingly. GRDIAN shall not be responsible for any failure to perform due to unforeseen circumstances or causes beyond its ability to reasonably control. Risk of loss, damage or destruction shall pass to Purchaser upon delivery to carrier. Goods are provided solely for incorporation into the Purchaser’s end product and shall not be onward delivered except as incorporated in the Purchaser’s end product.

6. COPYRIGHT AND CONFIDENTIALITY

All advertising and other use of GRDIAN trademarks, logos and trade names ("GRDIAN Marks") must comply with GRDIAN's then-current Trademark & Brand Policy. Dealer agrees that GRDIAN is the exclusive owner of all right, title and interest in and to the GRDIAN Marks, and nothing contained herein grants any right in or to the GRDIAN Marks to Dealer. Dealer will not challenge the ownership of the GRDIAN Marks or make an application for any similar or derivative marks. Additionally, Dealer will not directly or indirectly use or own any business name, storefront name, website domain name, website sub-domain, avatar, website member or username, or any online identity incorporating any GRDIAN Marks, and will transfer ownership of any of the same to GRDIAN. 

7. LIMITED WARRANTY

Warranty Period: Product(s) are subdivided into (i) product – one (1) year; and (ii) accessories – ninety (90) calendar days (in each case from the date of invoice) (hereafter “Warranty Period” as the case may be). GRDIAN warrants that during the Warranty Period that (a) the Product(s) will be free from defects in material and workmanship and conform to GRDIAN specifications; (b) the software will be free from error which materially affect performance; and (c) if applicable as defined in the User’s Manual, be eligible for access to post contract support and software updates when available. Purchaser’s exclusive remedy for a claim under this warranty shall be limited to the repair or replacement, at GRDIAN’s option, at GRDIAN’s facility, of defective or nonconforming Product(s), parts or components or in the case of software, provision of a software revision for implementation by the Purchaser. All Product(s) returned under warranty shall be returned to GRDIAN prepaid by the Purchaser. In the event that the returned Product(s) are confirmed by GRDIAN to be a warranted failure, Product(s) shall be returned to the Purchaser prepaid by GRDIAN.

The foregoing warranties do not extend to (i) nonconformities, defects or errors in the Product(s) due to accident, abuse, misuse or negligent use of the Product(s) or use in other than a normal and customary manner, environmental conditions not conforming to GRDIAN’s specifications, or failure to follow prescribed installation, operating and maintenance procedures, (ii) defects, errors or non-conformities in the Product(s) due to modifications, alterations, additions or changes not made in accordance with GRDIAN’s specifications, (iii) normal wear and tear, (iv) damage caused by force of nature or act of any third person, (v) shipping damage, (vi) service or repair of Product(s) by the Purchaser without prior written consent from GRDIAN, (vii) Product(s) designated by GRDIAN as beta site test samples, experimental, developmental, pre-production, sample, incomplete or out of specification Product(s), (viii) returned Product(s) if the original identification marks have been removed or altered or (ix) services or research activities.

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THESE WARRANTIES ARE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES DOES GRDIAN WARRANT THAT ANY SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE.

8. EXPORT CONTROL

Purchaser shall not use, export or re-export any portion of the Product(s) except as authorized by United States law, Canadian law and the laws of the jurisdiction in which the Product(s) are purchased (as applicable). In particular, Product(s) may not be exported or re-exported, transferred or re-transferred into any restricted destination (including countries or regions that the U.S.A., Canada, United Nations or European Union embargoes or sanctions) or (ii) to any person on any denial/debarment list. Customer represents and warrants that it is not located in, under control of, or a national or resident of any such country or on any such list.

9. SOFTWARE LICENSE

Any software delivered with the Product(s) shall at all times remain the property of GRDIAN or any respective third party (if applicable). GRDIAN software is provided under a limited, non-exclusive, non-transferrable license to copy and use the software, in object code form only, strictly for the Purchaser’s internal purposes in connection with the use of GRDIAN’s Product(s). No other use is licensed. Purchaser agrees not to modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the software. Any third party software will be licensed in accordance with the license provided with the third party software.

10. EXCLUSION OF LIABILITY

NOT WITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL GRDIAN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, REVENUE OR PROFIT EVEN IF GRDIAN HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. GRDIAN’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY PURCHASER UNDER THIS AGREEMENT AT THE TIME THE CLAIM IS MADE. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, NO CLAIM, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT BY PURCHASER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

11. GOVERNING LAW AND VENUE

This Agreement will be governed by California law without reference to conflict of laws principles. Each party agrees to bring any action with respect to any dispute or claim arising out of or relating to this Agreement exclusively in the state or federal courts located in Los Angeles County, California, and hereby irrevocably submits to the exclusive personal jurisdiction of such courts for the purposes of any action. The prevailing party in any suit or proceeding will have the right to recover its costs and reasonable fees of attorneys and other professionals incurred in connection with the action and any appeal. 

12. ASSIGNMENT

Neither party shall assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party, provided that such consent shall not be unreasonably withheld, except that GRDIAN may assign its rights and obligations under this Agreement without the approval of Purchaser to an entity which acquires all or substantially all of the assets of GRDIAN or to any subsidiary, affiliate or successor in a merger or acquisition of GRDIAN.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter hereof. This Agreement supersedes any and all prior discussions and/or representations, whether written or oral, and no reference to prior dealings may be used to in any way modify the expressed understandings of this Agreement. Any future representations, promises and verbal agreements related to the Product(s), including but not limited to features, future enhancements, functionality, or services covered by this Agreement will be of no force or effect unless reduced in writing and made a part of this Agreement.

THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED UNLESS DONE IN WRITING SIGNED BY AUTHORIZED REPRESENTATIVE OF GRDIAN. THE PREPRINTED TERMS AND CONDITIONS OF ANY PURCHASER PURCHASE ORDER OR ANY OTHER TERMS AND CONDITIONS OF A PURCHASER PURCHASE ORDER WHICH MAY CONFLICT IN ANY WAY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL BE VOID, EVEN IF ISSUED SUBSEQUENT TO THE EFFECTIVE DATE OF THIS AGREEMENT, AND SHALL NOT BE DEEMED TO CONSTITUTE A CHANGE TO THIS AGREEMENT.