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Azulle Terms and Conditions

Quantum Creations LLC d/b/a Azulle Terms of Use Notice

Acceptance of Terms

All products, services, and engagements provided by Quantum Creations LLC, doing business as Azulle (“Company”), including any and all products or services (“Products”) sold or provided by the Company, are governed by this Terms of Use Notice (“Notice”). By placing an order for Products, you (“Customer”) acknowledge that you have read, understood, and agree to be bound by this Notice, along with all applicable laws and regulations of the State of Florida.

Pricing and Payment

  • The prices for Products include applicable taxes as specified during the ordering process.
  • Orders over $5,000.00 paid by credit card will incur a 3% credit card processing fee.
  • All invoices are payable within the terms specified at the time of sale. A default penalty of 1% per month accrues on all balances not settled by their due dates.

Product Orders and Specifications

  • Purchase Orders must specify model name, quantity, configuration details, relevant additional services (such as imaging), unit prices, delivery locations, and required delivery dates.
  • The Company reserves the right to decline orders that do not meet these specifications or are not feasible.

Non-Cancelable / Non-Returnable (NCNR) Products Agreement

By placing an Original Design Manufacturer (ODM) order with Quantum Creations LLC d/b/a Azulle (“Company”), the Customer agrees to the following NCNR terms:

  • Scope of NCNR Products: Products specified in the Customer’s order are deemed NCNR and are not subject to cancellation, return, or rescheduling once processed under the following conditions:
    • Shipped Products: Any products already shipped to the Customer.
    • Inventory Holdings: Products held in inventory on behalf of the Customer.
    • Manufactured Orders: Products manufactured to Customer’s specifications.
    • Work-in-Process: Products currently being manufactured or pre-built for the order.
    • Fixed Delivery Dates: Products that cannot be rescheduled for new dates.
  • Warranty and Returns: NCNR products may only be returned under applicable warranty conditions (defects in material and workmanship under normal use). This does not limit warranty rights except as explicitly stated.
  • Additional Costs: Changes in delivery requirements initiated by the Customer after order confirmation may incur additional costs. The Company will provide a cost breakdown for approval before implementation.

This NCNR Agreement forms an integral part of the Company’s Terms and Conditions of Sale.

Delivery Terms

  • Delivery terms for all Products are Ex Works (EXW). The Customer is responsible for all costs and risks associated with transport, even if the Company facilitates shipping arrangements.

Warranties and Disclaimers

  • The Company warrants Products against significant defects in materials and workmanship for 36 months from the date of delivery, provided Products are used under normal conditions. This warranty excludes damages caused by misuse, accidents, unauthorized modifications, or external factors.
  • Disclaimer: The warranty provided is the sole warranty. All other warranties, express or implied, including merchantability or fitness for a particular purpose, are disclaimed.

Force Majeure

  • Definition: Neither party shall be liable for delays or failures caused by circumstances beyond reasonable control (acts of God, war, strikes, natural disasters, public health emergencies, terrorism, supply chain disruptions, telecommunications failures, etc.).
  • Effect: Obligations of the affected party will be suspended during the event. The affected party must notify the other promptly with details and expected duration.
  • Mitigation: Reasonable steps must be taken to minimize the impact and resume performance as soon as possible.
  • Special Provisions for NCNR: For NCNR products, force majeure shall not grant cancellation rights. NCNR terms will apply.

Limitation of Liability

In no event shall Quantum Creations LLC d/b/a Azulle, its affiliates, officers, directors, employees, agents, or licensors be liable for any indirect, incidental, consequential, punitive, or exemplary damages (including loss of profits, goodwill, data, or use), even if advised of the possibility of such damages.

Indemnification

  • Scope: The Customer agrees to indemnify and hold harmless the Company and its affiliates, officers, directors, employees, and agents against all claims, damages, liabilities, losses, and expenses (including attorney’s fees) arising from:
    • Customer’s use or misuse of Products.
    • Customer’s breach of these Terms.
    • Customer’s violation of any law or third-party rights.
    • Transmission of infringing or unlawful material through Products.
    • Negligent acts or omissions by the Customer.
  • Procedure: The Company will provide prompt notice of any claim, allow the Customer control over the defense (while retaining its own counsel at its expense), and cooperate at the Customer’s expense.
  • Settlement: The Customer may not settle any claim without the Company’s written consent if settlement admits Company fault, liability, or imposes obligations on the Company.

This indemnity survives termination of the sale or use of Products.

Modifications and Severability

  • The Company may modify this Notice at any time. Continued engagement indicates acceptance of new terms. If any part is deemed invalid, the remainder shall remain in effect.

Dispute Resolution

  • Mediation/Arbitration: Disputes shall first be attempted through mediation. If unresolved within 30 days, binding arbitration will follow under the American Arbitration Association (AAA) Commercial Rules.
  • Venue: Arbitration will be held in Miami-Dade County, Florida, USA, in English. The arbitrator’s decision is final and binding.
  • Restrictions: Arbitration is limited to the individual dispute. No class actions or representative actions are permitted.
  • Governing Law: This agreement is governed by Florida law, without regard to conflict-of-law principles.

Acknowledgment

BY PLACING AN ORDER WITH THE COMPANY, YOU ACKNOWLEDGE AND AGREE TO ALL TERMS SET FORTH IN THIS NOTICE, which constitutes a binding agreement between you and Quantum Creations LLC d/b/a Azulle.