Aspri Purchasing Policy
This Aspri Purchasing Policy (the “Agreement”) shall govern the sales of all products by Aspri Creative Acoustics Inc. (“Aspri”) to Customer (“Product(s)”), and apply to all order acknowledgments sent, purchase orders for the Products received, and invoices sent by Aspri to Customer. This Agreement may not be added to, modified, superseded, or otherwise altered, without the prior written consent of Aspri. Any terms or conditions contained in any acknowledgment, purchase order, or other communication of Customer, which are inconsistent with, different from, or additional to, the terms and conditions of this Agreement, are hereby rejected. This Agreement expressly limits acceptance to the terms and conditions of this Agreement. To the extent that Customer’s acknowledgement, purchase order, or other communication is deemed to be an acceptance of Aspri’s offer, such acceptance is expressly made on condition of consent by Customer to the terms of this Agreement. Neither Aspri’s acknowledgment of an order nor delivery shall be deemed to be acceptance of any terms of Customer that are inconsistent with, different from, or additional to, the terms of this Agreement.
- PURCHASE ORDERS. 1.1 Aspri shall not be liable for any damages to Customer or to any other person for Aspri’s failure to fill any orders or error in filling any orders for any reason whatsoever, whether or not the orders have been accepted by Aspri. If orders for the Products exceed Aspri’s available inventory, Aspri shall allocate such available inventory on a basis that Aspri, in its absolute discretion, deems equitable. 1.2 NOTWITHSTANDING ANY STIPULATION TO THE CONTRARY, ASPRI WILL NOT MAKE ANY SALE TO ANY OF THE FOLLOWING TERRITORIES: THE BALKAN REGION, BELARUS, BURMA, IVORY COAST, CUBA, LIBERIA, DEMOCRATIC REPUBLIC OF CONGO, IRAN, IRAQ, NORTH KOREA, SUDAN, SYRIA, ZIMBABWE.
- TITLE 2.1 Customer acknowledges that, upon full and final payment of the Price (defined below), title to Product shall transfer to Customer.
- DELIVERY AND RISK OF LOSS 3.1 Upon completion of the purchase order and full payment, the Product shall be shipped to Customer’s address as indicated in the purchase order (the “Site”). Risk of loss shall pass to Customer upon delivery at the Site. 3.2 Aspri shall use reasonable efforts to make deliveries of orders so accepted in accordance with the requested delivery date, but Aspri shall not be liable for any damages to Customer or to any other person for Aspri’s failure to fill any orders, or for any delay in delivery or error in filling any orders for any reason whatsoever, whether or not the orders have been accepted by Aspri.
- ACCEPTANCE 4.1 The Product shall be deemed accepted by Customer unless a written notice of defect is received by Aspri within five (5) calendar days of delivery. Upon receiving Customer’s notice of defect, Aspri will provide Customer a return merchandise authorization (“RMA”) for the defective Product. Within five (5) days of receiving the RMA, Customer shall return the defective Product to Aspri’s designated repair facility, delivery paid by Aspri. At Aspri’s option, Aspri will either (i) exchange such Product for a new one of the same type (in which case, the freight for such replacement Product shall be paid by Aspri) or (ii) terminate the order (and refund the purchase price. The remedies described in (i) and (ii) above shall be Customer’s sole and exclusive remedies for cancellation, rejection or claim of breach for defective Product. If the Product has been (i) modified or altered by Customer, (ii) abused or misused, or (iii) used in a manner or in operating environment other than that for which it is designed to operate, Customer shall be deemed to have accepted the Product. Customer’s acceptance of Products tendered under this Agreement shall be final and irrevocable. Except as provided in this paragraph, Customer shall have no right to return any Products.
- PRICE AND PAYMENT 5.1 The purchase price for the Product shall be as indicated on Aspri’s Website (the “Price”). Payment for a Product ordered from Aspri must be prepaid. 5.2 All payments will be made in United States Currency (USD). 5.3 In addition to the Price, Customer is responsible for the payment of any and all applicable duties.
- TAXES AND DUTIES 6.1 In addition to the Price, Customer is responsible for the payment of any and all applicable taxes and like charges in connection with this Agreement, levied or required to be withheld from payment(s) to Aspri by any taxing authority or any other body having jurisdiction under any present or future law, whether now hereafter in force and effect.
- FEEDBACK 7.1 Customer may provide Aspri, from time to time, with comments, suggestions, data, information or feedback (the “Feedback”) on the Product. Customer acknowledges and agrees that such Feedback may be freely used by Aspri, at its sole discretion, for the design, development, improvement, marketing and commercialization of its products and services, without any restrictions based on confidentiality or intellectual property rights. Customer further agrees that Aspri may use as Feedback any information transmitted with a warranty claim made by Customer.
- PRODUCT INTELLECTUAL PROPERTY 8.1 Customer agrees that he/it shall not attempt and shall use its best efforts to prevent any third party who obtains possession of the Product, from reverse engineering, decompiling or disassembling the Product or otherwise attempting to discover the internal workings and design of the Product. 8.2 Customer agrees that it will not remove, move, cover-up, deface or otherwise interfere with any Aspri patent markings, copyright notices or trademarks as such appear or are placed on the Product.
- IMPORT 9.1 Customer shall be solely responsible for obtaining, and complying with (i) all import laws and regulations, and government approvals or permits necessary to either import or use the Product. Aspri shall comply with export laws and regulations for the export of the Product to the Site.
- LIMITED WARRANTY 10.1 Aspri warrants to Customer that, commencing upon delivery of the Product and for one (1) year thereafter (“Warranty Period”), the Product will substantially comply with the published specifications set forth in Aspri’s Website and will be free from defects in materials and faulty workmanship under normal use. Aspri makes no warranty as to the Products after the Warranty Period. Aspri does not warrant that the Products will meet Customer’s requirements or will operate in combination with other musical instruments. 10.2 Customer’s sole and exclusive remedy under the Warranty Period shall be, at Aspri’s election, to either (i) provide services to correct any defects, which would cause the Product not to comply with the published specifications, (ii) replace the defective Product, or part thereof, with a Product that complies with the published specifications, including parts that may be refurbished, used, or of like materials, or (iii) terminate the Agreement immediately and refund the Price. 10.3 Any warranted part which is repaired or exchanged shall have a warranty period equivalent to the longer of the remainder of the Warranty Period or one hundred eighty (180) days from delivery of the repaired item. 10.4 The above remedies are available only (i) if Aspri is notified in writing within the Warranty Period or, as applicable, within the delay stipulated in Subsection 10.3 hereof, upon discovery of the defects by Customer, (ii) Customer follows Aspri’s instructions for the return of the defective Products, and (iii) if the Products have not been (a) altered, or modified by any party other than Aspri or a third party provider approved by Aspri; (b) subjected to negligence, or (c) used, adjusted, or installed other than in accordance with instructions furnished by Aspri. Should Customer hire a third party independent contractor not contracted by Aspri to perform services for Customer using the Product, or should said contractor modify or in any way alter the Product, Aspri shall have no liability to Customer for said services, modifications, or alterations. Customer agrees to assume the entire risk of using the Product. 10.5 WARRANTIES EXCLUSIVE. THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE, PERSONAL AND NON TRANSFERABLE, AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRESPONDENCE WITH DESCRIPTION, AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. 10.6 Disclaimer: Some countries, states, or provinces do not allow the exclusion or limitation of implied warranties or the limitation of incidental or consequential damages, so the above limitations and exclusions may be limited in their application. When implied warranties may not be excluded in their entirety, they will be limited to the duration of the applicable written warranty.
- FORCE MAJEURE 11.1 Dates and times by which Aspri is required to perform any obligations under the Commercial Agreement shall be postponed automatically for the period of time that Aspri is prevented from meeting such obligations by reason of force majeure, act of God or any cause beyond its reasonable control.
- LIMITATION OF LIABILITY 12.1 IN NO EVENT WILL ASPRI BE LIABLE FOR ANY LOSS OF USE, LOSS OF PROFIT, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF ASPRI HAS BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ASPRI’S LIABILITY TO CUSTOMER FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE PURCHASE PRICE OF THE PRODUCT PAID BY CUSTOMER.
- RESALE OF PRODUCT 13.1 Unless Customer is an Aspri authorized distributor of Products, Customer is prohibited from purchasing Products to resell same for profit, or to resell the Products for profit.
- GOVERNING LAW 14.1 This Agreement shall be governed by the laws of the Province of Ontario (excluding conflict of law rules) and the federal laws of Canada applicable therein. The parties expressly exclude and waive the application of the United Nations Convention on Commercial Agreements for the International Sale of Goods (1980) (Vienna Sales Convention) as amended. 14.2 All disputes arising from or related to this Agreement shall be submitted to the exclusive jurisdiction of the Courts of Toronto, Ontario. Each party hereby waives any right that it might otherwise have to object to such venue or seek dismissal of the action on the basis of forum non-conveniens.
- MISCELLANEOUS 15.1 Notices: Notices or communications pertaining to this Agreement must be sent to Aspri by email at the following email address: email@example.com. Notices or communications pertaining to this Agreement must be sent to Customer in writing either at Customer’s email address or by messenger at Customer’s physical address, indicated by Customer at the time the order for the Product was completed. If sent by email, it shall be deemed to have been received by the addressee on the day on which the email was sent. If sent by messenger, it shall be deemed to have been received by the addressee on the day on which it was signed as received. 15.2 Succession and Assignment. Customer may not assign its rights or obligations in this Agreement in whole or in part, expressly or by operation of law, without the prior written consent of Aspri. Aspri shall be entitled to assign its rights and obligations in this Agreement without needing to obtain the prior written consent of Customer. This Agreement shall be binding upon and enure to the benefit of the parties hereto and their permitted successors and assigns. Any assignment of this Agreement, or any license granted herein, in violation of the provisions of this Section shall be void. 15.3 Confidentiality of Agreement. The terms of this Agreement shall be treated as confidential by the parties, and shall not be disclosed by either party except as required by law, to their financial and/or legal advisers. 15.4 No Waiver. No delay or omission by either party hereto to exercise any right or power occurring upon any non-compliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power to be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained. 15.5 Severability. If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. 15.6 Entire Agreement. This Agreement constitutes the complete agreement of the parties with respect to the subject matter referred to herein, and supersedes any other agreements, written or oral, concerning the subject matter hereof. 15.7 Language: The parties declare that they have requested and hereby confirm their express wish that this Agreement, and related agreements and documents be drawn up in the English language and that any notification, letter or any other communication from a party to the other shall be solely in the English language.
The Aspri Clip-on Reverberation System is only intended for use on guitars equipped with a “standard” style saddle; consequently, it will not perform correctly on guitars equipped with highly compensated or split saddles.
The Aspri Clip-on Reverberation System for Nylon Strings the CLÁSICO is only intended for use on classical or flamenco guitars equipped with a “standard” style saddle and nylon strings; consequently, it will not perform correctly on guitars equipped with steel strings. We have the ACERO that will perform with all types of guitar with metal string.
Therefore, please make sure that your guitar satisfies the hereinabove respective mentioned criteria before ordering, as no refund nor compensation shall be granted nor allocated on the basis or grounds of incompatibility issues, misuse and/or damages incurred directly or indirectly.
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