Updated: Oct 28, 2020
Terms and Conditions of Sale – Intelligent Security Services LLC
Seller. As used herein, “Seller” means Intelligent Security Services LLC (ISS)., an Illinois business.
ISS Quotes. ISS provides a Quote and or Bid for the Buyer’s part(s)/projects based on a 3D CAD model or information submitted by Buyer to Seller. Any change to the 3D CAD model or project information requires an updated Quote. Quotes are valid for 30 days, after which pricing may change without notice. Seller reserves the right to correct clerical and other typographical errors in any quotation. Once the quote/bid is accepted you are agreeing to the terms and conditions of sale with ISS.
Offer and Contract/Project Acceptance. These Terms and Conditions of Sale, together with a valid Quote, form a legally binding agreement (the “Agreement”) and contains the entire understanding between Buyer and Seller for the goods and services provided by Seller and supersede any and all other agreements, representations and understandings of the parties, if any, whether oral or in writing. Buyer is deemed to have accepted this Agreement when it accepts a Quote or issues a purchase order or other writing expressing the Buyer’s intent to proceed with the Agreement. This Agreement will govern any orders Seller accepts from Buyer and/or Buyer’s authorized purchasers based on the Quote provided to Buyer. The terms and conditions contained herein shall be the only terms that shall govern the purchase and sale of the goods and services between Buyer and Seller, and no other terms and conditions shall apply and are hereby expressly excluded, including, without limitation, any terms contained in a request for quotation, purchase order, website, or elsewhere. The only additional terms in a request for quotation, purchase order, website or other writing that shall apply, if accepted by Seller, shall be terms regarding the description, price, quantity, and shipping destination for goods produced, and any and all other terms and conditions shall be excluded and deemed inapplicable. After Seller accepts an order, Buyer is responsible for any delivery delays or charges, in addition to the original price, due to a Buyer requested change that is agreed to in writing by Seller. All offers through third party vendors are regulated by the ISS Business to Business (B2B) policy.
Termination for Convenience. Buyer may terminate an order/project in whole or in part at any time by written notice to the ISS freelancer bidding/or previous contact information effective upon receipt by Seller. In the event of termination, Seller reserves the right to invoice Buyer for all goods produced or services performed prior to receipt of notice of termination as well as for any material purchased to make Buyer’s parts which Seller is unable to return. This section shall not limit or affect the Buyer’s right to cancel this order for breach by Seller.
Delivery; Quantity; Title. Any stated delivery time represents Seller’s intended or typical delivery time, but actual delivery times may vary. Seller reserves the right to limit quantities at any time. Partial shipments may be delivered to Buyer.
Price and Terms of Payment. All prices are quoted, and payments shall be made in U.S. Dollars and are exclusive of freight, shipping, special packaging or handling, duties, and unless specifically stated, sales, excise, use or other taxes arising in connection with this transaction (other than taxes based solely on Seller’s taxable income). No discounts are authorized. Payment may be made by Visa, MasterCard, Discover, American Express, Freelancer, Paypal or a form of prepayment acceptable to Seller. Upon credit approval, goods or services may be invoiced and all sums are due and payable net-30 from the date of the invoice. To the extent Buyer desires Seller to present invoices or other information electronically via Buyer’s or a third party’s electronic payment website, any costs associated with such access will be borne by Buyer.
Nonconforming Goods. Buyer shall inspect all goods upon delivery by Seller, and should any of the goods be nonconforming goods, Buyer must notify Seller, in writing, within seven (7) days of delivery of the goods describing the nature of any nonconformity. Seller shall have the right and option to repair or replace any nonconforming goods. Seller shall not have any obligation to repair, replace or otherwise compensate Buyer for nonconforming goods if Buyer fails to notify Seller in writing that goods are nonconforming within seven (7) days of Seller’s delivery of the goods. All nonconforming goods are also subject to ISS Free Technical Support Policy. Replacement requires the Buyer to return all relevant parts back to ISS. ISS retains models and product if no payment has been released. Upon successful payment ISS will deliver your models and product to you.
Warranties. Aside from ISS given warranties, Seller assumes no responsibility for the design of the goods that are the subject of this transaction. To the extent Seller’s personnel recommend design modifications or provide design analysis, simulation or advice, they do so only to help meet the requirements of Seller’s own manufacturing process. The Buyer retains sole legal responsibility for the design specifications and performance of the goods that are the subject of this transaction. Buyer is solely responsible for ensuring the goods and services purchased from Seller meet applicable regulatory requirements. The Buyer represents and warrants to Seller that no information furnished or to be furnished by the Buyer to Seller constitutes information classified by the U.S. federal government as confidential, secret or top secret or similar designation by any international government. SELLER MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER WITH RESPECT TO ANY GOODS OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Without limiting the generality of the foregoing, Seller assumes no responsibility or liability for the selection of any materials for the goods that are the subject of this transaction. The Buyer is solely responsible for ensuring that materials selected for goods to be manufactured by Seller meet any applicable regulatory requirements or specifications including but not limited to Directive -2011/65/EU on the restriction of the use of certain hazardous substances in electrical and electronic equipment (RoHS Directive) together with any national legislation implementing such Directive, ISO, FDA, UL, CSA, CE, TUV, FCC, NSF, and USP. Any statements made by Seller personnel or specifications provided by Seller regarding materials should be verified by the Buyer with the manufacturer of that material.
Indemnification. Buyer agrees to defend, indemnify and hold harmless Seller (and its employees, representatives and agents) from and against all claims, liabilities, losses, damages, penalties, fines and sanctions of any kind (including, without limitation, interest, attorneys’ fees and expenses, customs duties, fines, taxes, penalties or any other governmental sanctions of any kind) resulting from or arising out of Buyer’s use of Seller’s goods or services, a breach of any provision of this Agreement or any third party claim for infringement of patent rights, trademark, copyrights or misuse of trade secret information.
Terms and Conditions of Sale – ISS
Force Majeure. Seller shall not be liable for any failure to perform under this Agreement if such failure or delay is caused by acts of God, fire, storm, strikes, blackouts, labor difficulties, riots, inability to obtain materials, equipment, labor or transportation, governmental restrictions, or any other event beyond Seller’s reasonable control. In the event of any shortage of raw materials or other supplies, Seller may allocate materials and supplies among its buyers in such manner as Seller may determine in its sole discretion and shall have no liability to the Buyer on account of any delay or cancellation on account thereof.
Text, Illustrations, and Software Files Provided by Seller. Copyright in files. All intellectual property rights to text, illustrations, software files and other materials (“Seller Materials”) provided by Seller to buyer are retained by Seller. Buyer will not, without prior written approval of Seller (which may be withheld for any reason), remove any of Seller’s markings or change in any way the Materials. All projects that have a valid signed non-disclosure agreement or intellectual property agreements are exempt from this clause where applicable.
Text, Illustrations, and Software Files Provided by Buyer. Copyright in files, all text, illustrations, software files and other materials (“Buyer Materials”) provided by Buyer to Seller and with the exception of items above, any deliverables, designs, or works of authorship in any form, including modifications or derivative works thereof, that may be created or produced for Buyer during the course of Seller’s performance of services shall be deemed the sole property of Buyer and all right, title and interest therein shall be held solely by Buyer.
Country of Origin. Seller makes no country of origin certification under this Agreement unless specifically agreed to in writing. Seller specifically disclaims any “passive” certifications included in any of Buyer’s documents or communications related to this Agreement.
Confidentiality. “Confidential Information” means (as defined with the ISS Non-disclosure agreement) any information that Buyer discloses to the Seller that is proprietary to the Buyer and not generally known to the public. The Seller will not use any Confidential Information for any purpose except for the purposes of carrying out its obligations pursuant to this Agreement. The Seller will use the same degree of care (but no less than a reasonable degree of care) to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information as the Seller employs with respect to its own confidential and proprietary information. Upon Buyer’s written request, the Seller will destroy all documents containing or representing Confidential Information and all copies thereof and erase any such Confidential Information from the Seller’s computer systems except electronic copies that are electronically archived and not readily accessible. If requested by Buyer, Seller will provide written confirmation of such return or destruction and erasure to Buyer.
Export Compliance. Buyer and Seller will comply with all applicable export, restrictions and regulations of any U.S. agency or authority including but not limited to the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce, International Traffic in Arms Regulations (“ITAR”) under the U.S. Department of State, and embargo controls administered by the U.S. Department of the Treasury’s Office of Foreign Asset Controls (“OFAC”) with respect to the goods or services that are subject to this Agreement. In order for Seller to conduct appropriate export control checks, the Buyer agrees to identify any export controlled (e.g., ITAR) goods in writing to Seller by the time Buyer accepts a quotation and to provide all pertinent information pertaining to the particular end Buyer, destination and intended use of goods. Seller reserves the right to stop shipping or providing goods if Seller has reason to believe that any shipment or sale of goods may violate any export control law.
Prohibited Purposes. Buyer warrants that the goods that are the subject of this transaction will not be implanted in a human body and are not subject to FAA inspection. Buyer certifies that its designs (e.g., 3D CAD models and project information) submitted to Seller and the manufacture and delivery of goods according to the Buyer’s design will not yield goods that are in violation of any federal or state firearms laws.
LIMITATION OF DAMAGES. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER FOR BREACH OF ANY WARRANTY, FOR BREACH OF ANY OTHER TERM OR CONDITION, FOR NEGLIGENCE, ON THE BASIS OF STRICT LIABILITY, OR OTHERWISE. BUYER ACKNOWLEDGES THAT THE ESTIMATED AND ACTUAL FEES.
AND CHARGES PAID FOR THE SERVICES REFLECT THIS LIMITATION OF LIABILITY AND ALLOCATION OF RISK. THE TOTAL LIABILITY OF SELLER OR ITS SUPPLIERS TO BUYER UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL SUMS PAID BY BUYER TO SELLER FOR THE ORDER GIVING RISE THE LIABILITY.
Appropriate Conduct. The Buyer and Seller will seek to maintain a professional relationship that is free from harassment of any kind and from any other offensive or disrespectful conduct. If at any time during the term of this Agreement Seller/Freelancer believes that he/she has been subjected to harassing behavior on the part of Buyer or Buyer’s staff, the Seller will notify Buyer immediately and demand that appropriate actions will be taken to correct the matter. In the event that the reported behavior continues following a Seller’s second notice, such behavior will constitute a breach of this Agreement and entitle the Seller to terminate this Agreement in accordance with the Agreement’s Term and Termination Clause and be paid in full for the ordered project or for the planned monthly service hours, as applicable, without limiting any other right or remedy available to the Seller by law.
Right to Authorship Credit. Client must properly identify Seller as the creator of the deliverables. The Buyer does not have a proactive duty to display Sellers’s name together with the deliverables, but the Buyer may not seek to mislead others that the deliverables were created by anyone other than the Seller. The Buyer hereby agrees Seller may use the work product as part of Seller’s portfolio and websites, galleries and other media solely for the purpose of showcasing the Buyers work but not for any other purpose. All projects that have a valid signed non-disclosure agreement or intellectual property agreement are exempt from this clause.
The Seller will not publish any confidential or non-public work without the Buyer’s prior written consent.
Parts Borrowing Program. ISS reserves the right to share its property with customers on a trial basis. That trial basis allows the client to experiment with various design concepts without a charge for parts. The client will be responsible for the cost of the part or parts if they choose to buy the parts for the prototype or if it becomes damaged due to a client’s request. All parts will be returned to ISS if any of the following is true: the project is completed, the client has gone more than three business days with no contact, or any other extenuating circumstances.
ISS Store Credit Program. The ISS Store Credit Program is available to all people willing to apply. Upon the review and evaluation of the application by ISS a determination will be made for eligibility of store credit. Store credit is funding offered by ISS to assist customers in their ISS project only. Store credit is not money, it is credit used within ISS to fund ISS work only. The total amount one customer is eligible for in one project is up to $1000.00 US Dollars. The client who receives store credit will be responsible for paying for it within the conditions of the "Store Credit Agreement." ISS will not discriminate in the Store Credit Program based on:
•Race or color;
•Age (provided the applicant has the capacity to contract);
•The applicant’s receipt of income derived from any public assistance program; or
•The applicant’s exercise, in good faith, of any right under the Consumer Credit Protection Act.
The following instances indicate default of this Store Credit Agreement, which means the remaining balance should be returned to ISS immediately:
(a) If the Borrower fails to pay in due date;
(b) Borrower's inability to pay debts;
(c) The Borrower is dead or incompetent;
(d) The Borrower is filing bankruptcy;
(e) The Borrower has violated any of ISS Terms and Conditions of Sale
Engineering Consultations. ISS offers free 30-minute consultation sessions for all customers who have projects where the first milestone is created or paid. Engineering consultation is defined as a question and answer session with an ISS engineer that pertains to project-related guidance. After the 30 minutes expires ISS will be charging the regular rate of $30 an hour. Regular questions, free technical support, and feedback-based questions are exempt from any charges. All conditions are regulated by the ISS terms and conditions of sale.
ISS Free Tech Support. ISS ensures that the client receives fair, reasonable, and adequate support after a project is successfully completed. An ISS client is eligible for free tech support after a payment has been successfully received, or a project has been successfully completed. ISS does reserve the right to deny free tech support in the following conditions:
1. Clients that don’t successfully complete their project. 2. Clients that have abridged their project without fulfilling ISS compliance requirements. 3. Clients that have engaged in suspicious activity. 4. Clients that has problems with a 3rd party and or parties that have no direct connection to an ISS project. 5. Design Overhauls. 6. Significant changes to the design that would require another ISS Safety and Compliance check. 7. New laws and or standards that would apply to the past design (although this can be reviewed and reconsidered on a case by case basis). 8. Any violations to the ISS seller terms. 9. Any changes that would require more than one hours of labor. 10. Anything outside the agreed upon and paid milestones of a successfully completed project.
ISS clients that are confirmed to have a handicap, as defined by United States Department of Labor, are entitled to more tech support than normal as a reasonable accommodation. The amount of Free Tech Support offered to handicapped individuals will be at ISS discretion.
ISS Memberships. All ISS memberships shall be screened in accordance with the terms and conditions of this document. All ISS members shall adhere to the following standards: You are responsible for the content you post on the ISS website and: you will not post anything that infringes upon any copyright or other intellectual property rights, violates any law or regulation, defamatory or libelous communications, any pornography. incomplete, false or inaccurate information about any person, product, or service, any viruses or programming routines intended to damage any system or any other action that creates liability for ISS or harms its business operations or reputation.
Violations of ISS Membership. We may close, suspend or limit your access to your account. Without limiting the foregoing, we may close, suspend or limit your access to your Account:
if we determine that you have breached, or are acting in breach of this User Agreement;
if we determine that you have infringed legal rights (resulting in actual or potential claims), including infringing Intellectual Property Rights;
if we determine that you have engaged, or are engaging, in fraudulent, or illegal activities;
you do not respond to account verification requests;
you do not complete account verification when requested within 3 months of the date of request;
you are the subject of a United Nations, Australian, EU, USA or other applicable sanctions regime, or our banking and payment relationships otherwise preclude us from conducting business with you;
to manage any risk of loss to us, a User, or any other person; or
for other reasons.
If we close your Account due to your breach of the terms and conditions, you may also become liable for certain fees as described in this terms and conditions document. Without limiting our other remedies, to the extent you have breached the terms and conditions, you must pay us all fees owed to us and reimburse us for all losses and costs (including any and all of our employee/contractor time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees. You acknowledge and agree that: (1) the damages that we will sustain as a result of your breach of terms and conditions will be substantial and will potentially include (without limitation) fines and other related expenses imposed on us by our payment processors and Users and that those damages may be extremely difficult and impracticable to ascertain; (2) if you breach the terms and conditions, we may fine you up to US$3,000 for each breach and/or we may take legal action against you to recover losses that are in excess of the fine amount; (3) a fine of up to US$3,000 is a presently reasonable estimate or minimum estimate of our damages, considering all currently existing circumstances, including (without limitation) the relationship of the sum to the range of harm to us that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult; and (4) we may release the entire (or part of the) amount of the fine from your membership to us. If we close your membership for a reason other than as a result of your breach of the terms and conditions, unless as otherwise specified in this terms and conditions document, you will be entitled to receive any payment due from us to you. In the event that we close your membership, you will have no claim whatsoever against us in respect of any such suspension or termination of your membership.
Miscellaneous. The Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to principles of conflict of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this transaction. Any suit, action or other legal proceeding arising out of or relating to this transaction shall be brought in a court of record in Cook County, Illinois or in the courts of the United States located in such county. Seller and the Buyer each consent to the jurisdiction of each such court in any suit, action or proceeding, and waive any objection which it may have to the laying of venue of any such suit, action or proceeding in any such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.
English Language. All documents, notices and legal proceedings executed, given or instituted pursuant to or relating directly hereto shall be in the English language, and the meaning of all words and phrases of this offer shall be defined, construed and interpreted in the English language.
ISS Rev 10-2020019