Terms and Conditions of Sale

Analog Audio of Minnesota, LLC d/b/a Minnesota Audio

1. Applicability and Acceptance. All goods (“Goods”) furnished by Analog Audio (“AA”) to the customer identified on this Sales Order](“Customer”) and all labor and services that may be provided by AA (the “Services”) shall be subject to, and conditioned upon, these Standard Terms and Conditions (“Terms”). AA expressly rejects all new, different or additional terms of sale submitted by Customer. The Terms shall not be altered or interpreted by reference to any course of dealing between AA and Customer or industry practice.

2. Purchase Price. All prices listed in the Sales Order are valid for 30 days from the date of the Sales Order unless specifically stated otherwise in the Sales Order.

3. Terms of Payment. If timely payment is not made, the account will be considered past due. Customer agrees to pay to AA (i) a finance charge of 1.5% per month on all past due amounts (18% APR), or at a rate of the greatest amount permitted by law, from the due date until paid, and (ii) AA’s actual attorneys' fees and costs of collection incurred in enforcing its rights hereunder.

4. Taxes. Customer shall be responsible for and shall pay any and all sales or use taxes due in connection with the purchase of the Goods or provision of the Services.

5. Special Orders. Customer acknowledges and agrees that the Goods are special, custom or non-stock items ordered specifically for Customer and that the orders are non-cancelable and not returnable. If Customer purports to cancel or does not accept delivery, AA will attempt to repurpose the order and Customer shall pay a reasonable re-stocking fee. If AA is unable to repurpose the order, AA shall be entitled to the cost of the special, custom or non-stock order plus a reasonable re-stocking fee.

6. Plans; Measurements. AA only agrees to furnish, deliver and install, as the case may be, the Goods based upon the specifications, measurements, and most recent plans provided to AA by Customer. AA shall be entitled to rely on the accuracy of any plans or specifications AA receives from Customer (collectively “Plans”). If AA is fabricating, sourcing or manufacturing Goods for Customer based on the Plans, AA shall not be liable to Customer for any damage resulting from any errors, inconsistencies or omissions that may occur from such Plans. Customer’s remedy for any damage resulting from any errors, inconsistencies or omissions that may occur from the Plans shall be the limited remedy set forth below.

7. Delivery and Lien Rights. Title in and transfer of risk in the Goods shall occur upon placing the Goods for delivery by a reputable carrier. However, AA reserves, until full payment is received, a purchase money security interest in each item of Goods delivered. AA shall have no liability to Customer for the Goods upon placing the Goods for delivery with the carrier and Customer agrees and understands that Customer is responsible for proper storage and care of the Goods once delivered in accordance with all manufacturer’s specifications, requirements and recommendations.

8. Customer’s Obligations. For any Services, Customer shall (i) cooperate with AA in all matters relating to the Services and provide access to the site for the purposes of performing the Services; (ii) respond promptly to any AA request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for AA to perform the Services; (iii) provide such information as AA may request to carry out the Services in a timely and appropriate manner; and (iv) obtain and maintain all necessary licenses, consents or permits necessary to comply with all applicable laws in relation to the Services before the date on which the Services are to start.

9. Customer Default. In the event of Customer’s default, AA may, after giving Customer a reasonable opportunity to cure, terminate the Sales Order and cease providing the Goods and Services. Upon default, Customer agrees to pay all costs and expenses, including AA’s actual attorneys' fees, incurred by AA, whether involving collecting payments due or otherwise enforcing these Terms.

10. Safety. AA shall not be responsible for the safety program at the site or the safety of any entity or person at the site other than AA and its employees.

11. Warranty Limitations. Customer is responsible for selecting which Goods Customer chooses to purchase and for what purposes those Goods will be used. AA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSES OR MERCHANTABILITY OF THE GOODS AND SERVICES, AND CUSTOMER HEREBY WAIVES ANY SUCH REPRESENTATIONS OR WARRANTIES. CUSTOMER AGREES THAT THE SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED DEFECTS IN THE GOODS SHALL BE A CLAIM AGAINST THE MANUFACTURER’S WARRANTY, IF ANY, FOR THE GOODS, AND THAT THE SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED DEFICIENCY IN SERVICES PROVIDED BY AA SHALL BE A CORRECTION OF THE DEFICIENT SERVICES BY AA (“LIMITED REMEDY”). AA SHALL HAVE NO LIABILITY UNDER MANUFACTURER’S WARRANTIES, BUT WILL ASSIST, AS IT IS ABLE, IN THE ADMINISTRATION OF SUCH WARRANTIES. CUSTOMER HEREBY WAIVES ALL OTHER REMEDIES. THE LIMITED REMEDY MAY NOT BE AVAILABLE IN THE EVENT OF IMPROPER STORAGE, INSTALLATION BY OTHERS, REPAIR, MISAPPLICATION OR MISUSE, OPERATION, MODIFICATION, ABNORMAL CONDITIONS OR FAILURE TO PROPERLY MAINTAIN BY CUSTOMER OR A FORCE MAJEURE EVENT.

12. Limitation of Liability. Except for bodily injury or property damage due to the gross negligence or willful misconduct of AA, AA shall have no liability whatsoever to Customer, and in no event shall the amount of damages exceedf the amount of the Sales Order.

13. Consequential Damages. IN NO EVENT SHALL AA BE LIABLE FOR ANY GENERAL, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY CUSTOMER OR ANY OTHER PARTY, INCLUDING WITHOUT LIMITATION THOSE FOR ADDITIONAL LABOR OR INJURY TO PERSON OR PROPERTY.

14. Indemnification. To the fullest extent permitted by law, Customer agrees to indemnify, defend, and hold harmless AA, its employees, agents and affiliates from and against all claims, costs (including but not limited to attorneys' fees and costs), losses, liabilities and general, incidental, special, consequential and other damages asserted against or incurred by AA, its employees, agents, and affiliates with respect to or arising out of any act, error or omission of AA its employees, agents and affiliates (in each case regardless of whether based on negligence, breach of contract or warranty, injury to person or property and/or otherwise and whether asserted by any Customer, transferee or assignee of Customer or by any other party).

15. Performance Dates. AA shall use reasonable efforts to meet any performance dates to deliver and/or install the Goods, and any such dates shall be estimates only. For the avoidance of doubt, time shall not be of the essence and AA shall incur no liability to the Customer in respect of any failure to deliver and/or install the Goods by any agreed date.

16. Force Majeure. AA shall not be liable to Customer or any third party for any failure or delay in the performance of AA’s obligations that arises out of, or is caused, directly or indirectly, by fires, strikes, wars, accidents, acts of God, action of any State, Federal, or local government body or agency, disease, virus or pandemic or other circumstances beyond its commercially reasonable control, (each a “Force Majeure Event”) or the threat of a Force Majeure Event. If as a result of a Force Majeure Event or a Customer caused delay (a) an increase of Goods prices or cost of transport greater than 10% occurs between the date of the purchase and the date of delivery, AA is entitled to a respective adjustment of the purchase price; and/or (b) AA incurs labor and/or general conditions costs increases, AA is entitled to a respective adjustment of the purchase price.

17. Notices. Except as otherwise provided by law or herein, any notice provided for this purchase shall be given in writing by mailing or e-mailing such notice by first class mail or standard e-mail to the other party, and such notice shall be deemed to have been given when postmarked or sent, postage prepaid (if by mail) and properly addressed to the other party. Any notice to Customer shall be mailed or e-mailed to such address as Customer may designate. Any notice to Customer shall be mailed or e-mailed to Customer’s address designated on the first page of the Sales Order, or if none is designated, to Customer’s last known address on file with AA.

18. Law/ Jurisdiction. All matters relating to this purchase of Goods and Services shall be governed by the laws of the State of Minnesota. AA may institute legal proceedings against Customer in any state or federal court having jurisdiction over the parties, and Customer consents to the jurisdiction of the state and federal courts located in the State of Minnesota. Any action by Customer instituted against AA arising from the Goods or Services must be commenced in Minnesota state or federal court within 1 year from the date of delivery of the Goods or substantial completion of the Services.

19. No Waiver. Any waiver or non-enforcement by AA of a breach, default or term hereunder shall not be deemed a waiver of any subsequent or other breach or default or enforcement of such term. AA shall only be deemed to have given such waiver if in a writing executed by AA explicitly providing for such waiver. If any provision hereunder is waived by AA or is held to be invalid or unenforceable, all other provisions shall nevertheless continue in full force and effect as if such invalid, unenforceable or waived provision were not contained herein.

20. Precedence. To the extent of any inconsistency between these Terms and any other terms (including without limitation any terms in any invoice, quote, or other contract), these Terms shall prevail.