Wholesale: artEdify sells wholesale products to Customers for resale. Possession of, or access to, any artEdify catalog, literature or websites does not constitute the right to purchase from artEdify. artEdify reserves the right to correct publishing errors. Identification is required from all Customers. All references herein to the term “products” shall include services provided by artEdify.

Prices and Payment Terms: Prices are not net wholesale prices; prices do include freight, handling fees, or taxes and/or duties. Prices are subject to change or correction without notice. Pricing for products destined for delivery outside of the contiguous United States may vary. Customer should contact artEdify or check online at http://www.artEdify.com for current pricing. Cash or anticipation discounts are not allowed. All payments must be in U.S. dollars. If Customer fails to make payment within thirty (30) days of product shipment, artEdify may defer other shipments until payments are made, or at its option, it may cancel all or any part of an unshipped order. Unless otherwise agreed to in writing, any balance not paid within thirty (30) days of product shipment will be subject to a service charge of 0.045% per day (18% per year).

Sales Tax and Duties, Import Fees: artEdify is required to charge national, state, local tax, applicable duties, and import fees on products for which Customer has not provided valid exemption certification. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and fees and licenses, and expenses as may be applicable. When ordering, Customer shall indicate clearly which products are tax exempt.

Cancellation: Any cancellation by Customer must be approved by artEdify, and may be subject to restocking and other charges.

Credit Balance: Customer agrees that any credit balances issued will be applied within one (1) year of its issuance. IF NOT APPLIED OR REQUESTED WITHIN ONE (1) YEAR, ANY BALANCE REMAINING WILL BE SUBJECT TO CANCELLATION, AND ARTEDIFY SHALL HAVE NO FURTHER LIABILITY.

Security Interest: On any open account sale, Customer hereby grants to artEdify a priority lien, purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to artEdify. Customer agrees to file or permit artEdify to file any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of artEdifys’ priority lien or security interest. Customer agrees to inform artEdify immediately if it intends to use any import financing or has or will be granting a lien or security interest on its inventory to any third party.

Freight Policy:  Other terms and conditions may apply for freight collect, export orders, special handling or shipments outside the contiguous United States. Any extra charges incurred for additional services, such as customer’s carrier or special handling by the carrier, must be paid by the customer. Title and risk of loss pass to the customer upon tender of shipment to the carrier. If product is damaged in transit, customer must file claim with the carrier. CUSTOMER SHALL BE RESPONSIBLE FOR OBTAINING INSURANCE.

Export Policy, Order Acceptance: Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by artEdify, or any of its United States affiliates and divisions (“artEdify”) at a continental United States facility or at any of its websites. Customer further consents that submission of its order shall subject Customer to the jurisdiction of the federal courts of the United States and of the State where acceptance occurred in the United States.

It is specifically agreed that Customer shall be the foreign principal party in interest and/or that its freight forwarder shall act as Customer’s agent in such capacity for Export Administration Act or other applicable purposes; and Customer and freight forwarder shall assume responsibility for all export or routed transactions documentation. At artEdifys’ request, Customer or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by Customer or its freight forwarder related to sales to them by artEdify.

U.S. Foreign Corrupt Practices Act: Customer acknowledges that he/she is an Independent Contractor, as defined in the next paragraph, and represents, warrants, and covenants that it has not paid, offered or agreed to pay, authorized the giving of, or caused to be paid, directly or indirectly, money or anything of value to any foreign official (as defined in the U.S. Foreign Corrupt Practices Act, as amended), in connection with the purchase and resale of the products ordered.

Independent Contractors: artEdify and Customer are Independent Contractors and not principal and agent. Nothing construed or contained in these Terms and Conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Without limiting the generality of the foregoing, Customer is not authorized to make, shall take no actions, and shall not make, any representations on behalf of, or which are binding upon, artEdify.

Governing Law; Limitations: The rights and obligations of the parties under these Terms and Conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these Terms and Conditions shall be governed by the laws of the State of California, United States, including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules. Notwithstanding the foregoing, any legal action by Customer with respect to any transaction must be commenced within one year after the cause of action has arisen.

Country of Importation and Anti-diversion: Customer represents that it is purchasing products from the United States and importing them to the country specified in Customer’s and artEdifys’ documentation. Customer agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the United States, and that there will be no re-export or diversion from such specified destination contrary to such laws. Any commodities, technology and software will be exported from the United States in accordance with the Export Administration Act regulations and other applicable regulations. Diversion contrary to United States law is prohibited. If requested by artEdify, Customer shall provide documentation satisfactory to artEdify verifying delivery at the designated country. Customer further agrees to inform artEdify at the time of order of any NAFTA or other special documentation, packaging or product marking or labeling, but artEdify shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents as are necessary under United States export laws and regulations for export, unless artEdify expressly agrees to do so.

Permits, Export, and Import Licenses: Customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under the Export Administration Act, Toxic Substances Control Act, or other applicable legislation or regulations; including but not limited to the Department of Defense or Department of State regulations.

Product Suitability: Many countries and localities have laws, codes and regulations governing sales, construction, installation, and/or use of products for certain purposes that may vary from those in other areas. While artEdify attempts to assure that products comply with all applicable laws, codes and regulations, artEdify does not guarantee compliance, and is not responsible for how the product is used. Before purchase and use of a product, Customer must review the product application and applicable laws, codes and regulations to assure full compliance with such laws, codes and regulations.

Trademarks, Copyrights, and Domain Names: Customer acknowledges that it has no right, title, or interest in the trade names, trademarks, copyrights, or domain names of artEdify, and in the product names, and covenants that it will take no action to register or otherwise interfere with such rights of artEdify. Customer agrees that it will not copy the products sold to Customer or their packaging, trade dress, catalogs, or websites.

artEdify Limited Warranty: All sales final. Notification of defective items must be made within 7 days of receipt of goods. Returns accepted on defective merchandise only.

ANY PRODUCT DETERMINED BY ARTEDIFY TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIP AND RETURNED TO ARTEDIFY, WILL BE, AS THE EXCLUSIVE REMEDY, REPAIRED OR REPLACED, OR AT ARTEDIFY’ OPTION, THE PURCHASE PRICE REFUNDED.

WARRANTY DISCLAIMER. NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY STATEMENT ABOVE IS MADE OR AUTHORIZED BY ARTEDIFY. ARTEDIFY DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECT CLAIMS THAT ARE DUE TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION OR MISAPPLICATION, AND ANY DESCRIPTION DOES NOT EXPRESS OR IMPLY A WARRANTY THAT THE PRODUCTS ARE MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE.

ALTHOUGH ARTEDIFY HAS USED REASONABLE EFFORTS TO ACCURATELY ILLUSTRATE AND DESCRIBE THE PRODUCTS IN ITS CATALOGS, LITERATURE, AND WEBSITES, SUCH ILLUSTRATIONS AND DESCRIPTIONS ARE FOR THE SOLE PURPOSE OF PRODUCT IDENTIFICATION AND DO NOT EXPRESS OR IMPLY A WARRANTY AFFIRMATION OF FACT, OF ANY KIND OR A WARRANTY OR AFFIRMATION OF FACT THAT THE PRODUCTS WILL CONFORM TO THEIR RESPECTIVE ILLUSTRATIONS OR DESCRIPTIONS. ARTEDIFY EXPRESSLY DISCLAIMS ANY WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE WARRANTY STATEMENT ABOVE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, ARTEDIFY EXPRESSLY DISCLAIMS ANY LIABILITY RELATED TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, PRODUCT RECOMMENDATION, OR PRODUCT MISAPPLICATION.

LIMITATION OF LIABILITY. ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES IS EXPRESSLY DISCLAIMED. ARTEDIFYS’ LIABILITY IN ALL EVENTS IS LIMITED TO, AND SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY. ARTEDIFYS’ PAYMENT OF SUCH AMOUNT SHALL BE THE FINAL AND EXCLUSIVE REMEDY IN THE EXHAUSTION OR UNAVAILABILITY OF ANY OTHER REMEDY SPECIFIED HEREIN AND SHALL NOT BE CONSTRUED OR ALLEGED BY CUSTOMER TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Prompt Disposition: artEdify will make a good faith effort for prompt correction or other adjustment with respect to any product, which proves to be defective so long as notification of defective items is made within 7 days of receipt of goods. Before returning any product, write or call the artEdify at 1-323-812-0184, giving date and number of original invoice, and describing defect.

Assignment: Customer shall not assign any order or any interest therein without the prior written consent of artEdify. Any actual or attempted assignment without artEdifys’ prior written consent shall entitle artEdify to cancel such order upon notice to customer.

Electronic Data Interchange: If artEdify and customer have mutually agreed to use an Electronic Data Interchange (EDI) system to facilitate purchase and sale transactions, customer agrees: that it will not contest (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. artEdify and customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use reasonable security procedures to protect EDI records from improper access. The business records maintained by artEdify regarding EDI purchases made by customer shall be controlling.

Modification of Terms: All orders by Customer to purchase artEdify products are subject to acceptance by artEdify. artEdifys’ acceptance of any order is subject to customer’s assent to all of the terms and conditions set forth in artEdifys’ acknowledgment, and customer’s assent to these terms and conditions shall be presumed from customer’s receipt of artEdifys’ acknowledgment, or from customer’s acceptance of all or any part of the goods or services ordered. No addition or modification of terms and conditions shall be binding upon artEdify unless agreed to by artEdify in writing. If a purchase order or other correspondence contains terms or conditions contrary to the terms and conditions contained in artEdifys’ acknowledgment, artEdifys’ acceptance of any order shall not be construed as assent to any additional terms and conditions, nor will that constitute a waiver by artEdify of any of the terms and conditions pursuant to which this agreement is made.

No Third Party Benefit: The provisions stated above are for the sole benefit of artEdify and Customer, and confer no rights, benefits or claims upon any person or entity not a party hereto.

Force Majeure: artEdify shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from acts of God, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, labor disruptions, shortages, communication or power failures, fire, accident, explosion, inability to procure or ship product or obtain permits and licenses, supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of artEdify in the conduct of its business.

Severability: If any portion of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of artEdify and Customer in agreeing to the provisions of these Terms and Conditions shall be enforceable to the fullest extent of the applicable laws.

Waiver: The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party.

Dispute Resolution and Choice of Law: Actions by artEdify for nonpayment by Customer of the purchase price of products sold by artEdify, or for redress of other breaches by Customer of these Terms and Conditions, may be brought by artEdify, at its option, before any United States or foreign judicial court of competent jurisdiction. All transactions shall be governed by the laws of the State of California, excluding conflict of law rules, and venue shall be in Los Angeles County, State of California. The Customer shall assume responsibility for all collection and payment of legal fees necessitated by default in payment including but not limited to all attorney’s fees and expenses, court costs, costs of depositions and associated costs and expenses. At artEdifys’ option, disputes between Customer and artEdify, including all claims for non-performance by artEdify, shall be finally settled by arbitration in Los Angeles, California, United States, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a single arbitrator appointed in accordance with said Rules applying these Terms and Conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the State of California, United States, and the language of the arbitration shall be English.

Entire Agreement: The terms and conditions in artEdifys’ forms, acknowledgments, quotations, invoices, websites, and catalog sales terms and conditions are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and artEdify. These terms and conditions, together with any other terms and conditions that artEdify publishes or makes available to Customer (i) on an invoice or a packing slip, (ii) at “www.artEdify.com,” or (iii) in any document including, without limitation, those involving extension of credit by artEdify, or export of products, represent the entire agreement between the parties and shall supersede all written and unwritten statements, agreements, and understandings between artEdify and Customer pertaining to the subject matter of this agreement.