DIGITAL MERCHANDISING SOLUTIONS INC.

(DMS)

401 North Michigan Ave Suite 1200

Chicago, IL 60611

(312) 836-3731

After Hours #

(312) 371-3381

Fax Number

(312) 276-4385

Click On The Above Button To Send Us E-mails

Copyright

2002,2003,2004, 2005, 2006, 2007, 2008, 2009, 2010, 2011, 2012

All Rights Reserved

All of the content on this web site, including but not limited to all text, visual displays, images, pictures. movies and data ("Content"), is the exclusive property of Digital Merchandising Solutions Inc. (DMS) and is protected by United States and International Copyright Laws.

Any other use of the digital content on this web site is prohibited and protected by United States and International Copyright Laws, including the unauthorized publication or distribution or reproduction, or modification or transmission, digital republications, displaying creation of derivative works of DMS client vehicles, or performance of the content, or any other use of the digital photographs, digital movies including Content or Photographs of Digital Merchandising Solutions Inc., Products or Displays or Mobile LED Trucks and Trailers  for commercial reasons is strictly prohibited without the express written consent of Digital Merchandising Solutions Inc., (DMS). If any Company or individual not authorized in writing by Digital Merchandising Solutions Inc. (DMS) publishes digital content, photographs, derivative works or digital movies of DMS content belonging to DMS or any DMS customers on their web site or any other public accessed web site or represents it as their own or implies or publishes any content on their web site or any publicly accessed web site without prior written permission signed by an Officer of Digital Merchandising Solutions Inc., then Digital Merchandising Solutions (DMS) will take what ever legal action it finds necessary to protect its Copyrighted Material from being used in any unauthorized or non-authorized manner.

Serving North America, South & Central America the Caribbean, Europe, Africa & the World

TOTAL HITS TO OUR WEB SITE

WE SUPPORT OUR TROOPS

OUR SKYPE USER ACCOUNT NAME IS:

digitalsignageusa

STANDARD TERMS AND CONDITIONS

Please review the following Terms and Conditions governing all commercial activities with Digital Merchandising Solutions Inc (DMS - Seller). Any and all rights not expressly granted herein are reserved by Digital Merchandising Solutions Inc.

1. 'SELLER' shall mean a business component of Digital Merchandising Solutions Inc. (DMS) By purchasing products from Seller through electronic or phone, paper, or any other form of transmission, Buyer confirms that the following Terms and Conditions apply to Buyer's purchase of our products whether new or used or custom built. Even if Buyer sends Seller another form of Agreement, or modifications to this Agreement, and Seller does not respond, these Terms will be the Terms of Seller's Agreement. If Buyer does not agree with these terms, please contact Digital Merchandising Solutions Inc., to discuss modifications. Any modifications must be in writing and signed by Seller and notarized. All Orders are subject to having a signed Pro Forma Invoice between the parties signed by the Seller and also signed by the Buyer. If Buyer makes payment to Seller (Digital Merchandising Solutions Inc) prior to acceptance and receipt of a signed Pro Forma Invoice between Buyer & Seller then receipt of Buyers Payment will act as Buyers acceptance of the Terms & Conditions stated on Sellers Pro Forma Invoice and the Terms and Conditions stated on this Web Site in lieu of an executed signed Pro Forma Invoice between the parties.

2. PRICE & QUOTATION. Product prices are determined by written confirmation Buyer receives from Seller, including but not limited to prices stated on Digital Merchandising Solutions Inc. official web site. Verbal price quotations are subject to review and may not be honored by Seller. All Quotations are valid for 30 days, unless otherwise stated. If Buyer makes payment to Seller (Digital Merchandising Solutions Inc) prior to acceptance and receipt of a signed Pro Forma Invoice between Buyer & Seller then receipt of Buyers Payment will act as Buyers acceptance of the Terms & Conditions stated on Sellers Pro Forma Invoice and the Terms and Conditions stated on this Web Site in lieu of an executed signed Pro Forma Invoice between the parties.

If any Buyer makes any payment directly to any Manufacturer or Sub Contractor of Seller and not directly to Digital Merchandising Solutions Inc., then the Terms and Condition of the specific Manufacturer, Custom Manufacturer or Contractor will apply to the customers order and all direct communication between Buyer and the Seller’s Manufacturer and or Contractor should be communicated between the parties directly and not with Digital Merchandising Solutions Inc (Seller) or any Officer or Employee of DMS. Any and all Terms and Conditions of the specific custom Manufacturer or Contractor will apply directly to the Buyer for the specific sales transaction and Digital Merchandising Solutions Inc., is not to be held responsible or any of it’s Officers and or Employees for any transaction involving one of its custom Manufacturer’s or Contractors that is dealing directly with it’s Buyer or Customer. Buyer agrees to hold Digital Merchandising Solutions Inc., it Officers and Employees harmless for any breach in a custom manufacturing project or sales transaction or delays in manufacturing when dealing directly with any Supplier of Seller where funds were sent directly to its Supplier or Custom Manufacturer by passing Digital Merchandising Solutions in the process. In no event will Digital Merchandising Solutions Inc., or its Officers or Employees be held responsible for a breach of Buyers Agreement with Suppliers of Seller except when the Buyers funds were directly wired to Digital Merchandising Solutions Inc. Any dispute, controversy or claim arising out of or relating to the Terms & Conditions or Payment & Credit Terms, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. See Item 17 and 18 below. Digital Merchandising Solutions Inc., is not responsible for any specific time restraints, manufacturing delay or special conditions made by any Manufacturer or Contractor on behalf of the Buyer. Any communication must be made by the Buyer directly with the Manufacturing Company or Contractor that received their funds for their specific transaction if applicable. 

3. INSTALLATION, MAINTENANCE, PRODUCT TRAINING, SERVICE AND OTHER SERVICES. Product prices quoted by Seller (DMS) DO NOT include any onsite installation, sign permits, drawing other then CAD Drawing of the LED Display which was custom manufactured, training, maintenance, crane or lift devices, crating of products or service unless specifically stated otherwise on the Pro Forma Invoice. Any travel including expenses for hotel, lodging and meals for travel related to service or warranty work is to be covered by the Buyer or Purchaser of equipment. If travel is related to Warranty work then Seller will cover all expenses during the first Thirty (30) Days from the date of the purchase on any Used Equipment. If travel is needed after the first Thirty Days of the warranty period on used equipment then Buyer will bear the entire cost of all travel, expenses and labor relating to the repair by Seller or Sellers Maintenance Company. All Service on any Mobile LED Advertising Truck or Mobile LED Advertising Trailer including outdoor Full Color LED Displays whether purchased New or Ssed is to be done at Sellers manufacturing facility in Las Vegas, Nevada. Covered Warranty Parts will be covered by Seller during the term of the Limited Warranty based on the original manufacturer supplying the parts for the LED Display. If Product Training is included with any Sales Transaction it will be stated on the Sales Agreement or Pro Forma Invoice. All Training on Products sold will be performed on the weekends only (either Saturday or Sunday) and with a minimum of a Two (2) week advance notice in writing by the Buyer or Purchaser to the Seller, so that travel arrangements can be made in advance. Training shall consist of a minimum of Eight (8) Hours Per Day on either Saturday or Sunday or both days if so specified in the Sales Agreement. Training on work week (Monday thru Friday) is done by special request only.

4. LIMITED WARRANTY. Seller warrants product of its own manufacture against defective workmanship and material for a period of one year from the date of purchase unless specifically stated otherwise. Buyer's failure to conform to Seller's specifications regarding installation, maintenance, and usage will invalidate warranty. Sellers Limited Warranty starts the date that the equipment is purchased by Buyer and shall continue for Twelve (12) Months unless otherwise stated and signed by Seller. Warranty on actual components such as the Hydraulic Lift or Diesel or Gas Warranty is that of the original manufacturer of the item and may or may not include labor. In the event that labor associated to the Warranty Repair is not covered by the Manufacturer or Manufacturers Repair Authorized Center then Buyer will be responsible for all associated costs. Under no circumstance will Digital Merchandising Solutions (DMS) be held responsible for any labor costs to repair an item covered by a Manufactures Warranty whether Warranty is in effect or has expired. If original Manufacturer is not manufacturing the original component or LED Module then Digital Merchandising Solutions (DMS) shell not be held liable in any way, since it is beyond the scope of our control and you should refer to Item #12 below for your remedies. Any repair after original manufacturers warranty expires is to the account of the Buyer. Internal Computer Equipment that was originally installed internally or inside any LED Display is to be covered by original manufacturer’s warranty if applicable. If indoor or outdoor Color LED Display is sold as Used or Reconditioned Equipment by Seller any internal or external computer equipment installed either inside or external of the LED Display is not covered by any warranty by the Seller. Buyer is responsible for any costs of repair or replacement of any computer equipment which relates to the Used or Reconditioned LED Display that is purchased from DMS. If LED Display is supplied with an internal or external air conditioning unit then this air conditioning unit must be installed and be totally operational when the LED Display is installed at the Buyers location. Failure of the Buyer not installing a Manufacturers or Seller supplied air conditioning unit will void the Sellers (DMS) Limited Warranty.  Any defective parts or products or displays must be returned to the Seller's facility or manufacturer’s facility for repair or replacement at the discretion of the Seller at Buyers expense. The Limited Warranty provided with any Used or Demo Equipment sold by Seller (DMS) to Buyer is Not Transferrable to any other Party other then the original purchaser of the equipment. If the Buyer sells or transfers ownership of the item (LED Display, Outdoor LED Advertising Billboard, LED Advertising Truck or LED Advertising Trailer) purchased through Seller (DMS) then Buyer’s original warranty will be voided and the new buyer or purchaser will be required to either purchase either a new LED Display Service Contract on the LED equipment or negotiate an Extended LED Display Warranty on the LED equipment to be covered for an additional yearly fee.  Buyer is responsible for supplying either a crane or hydraulic lift platform or bucket truck if needed if service is required at Buyers location by Seller or Seller’s Maintenance Company in the event that On-site service is required. If LED Display is not located at ground level or accessible by a standard Six Foot (6 FT) Ladder, Buyer or Owner of the LED Display will supply at their expense the cost of a hydraulic lifting platform or bucket truck and or crane to reach their LED display for Seller or Seller’s Maintenance Company. 

THIS IS THE BUYERS EXCLUSIVE REMEDY FOR BREACH OF WARRANTY. THIS LIMITED WARRANTY IS GIVEN TO THE ORIGINAL PURCHASER. THE ORIGINAL PURCHASER IS NOT ENTITLED TO EXTEND OR TRANSFER THIS WARRANTY TO ANY OTHER PARTY UNLESS SPECIFICALLY STATED OTHERWISE IN WRITING BY DIGITAL MERCHANDISING SOLUTIONS (DMS) PRIOR TO THE ACTUAL TRANSFER OF PRODUCT TO THE NEW OWNER OF THE EQUIPMENT AND ONLY AFTER THE LED DISPLAY OR LED ADVERTISING TRUCK OR LED ADVERTISING TRAILER HAS BEEN TOTALLY INSPECTED BY DMS. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. THE LIMITED WARRANTY ON ALL USED LED DISPLAYS INCLUDES PARTS ONLY FROM THE DATE OF PURCHASE FOR ONE YEAR AND LABOR FOR THE FIRST THIRTY DAYS FROM THE DATE OF PURCHASE. ALL WARRANTY WORK WILL BE PERFORMED AT SELLERS SPECIFIED LOCATION OR AT ITS MANUFACTURER’S LOCATION. BUYER IS RESPONSIBLE FOR ALL FREIGHT OR TRANSPORTATION COSTS RELATED TO THE ITEM COVERED UNDER WARRANTY. LIMITED WARRANTY EXCLUDES ANY AND ALL COMPUTER EQUIPMENT AND COMPUTER RELATED COMPONENTS AND SOFTWARE. LIMITED WARRANTY ON ANY NEW OR USED HYDRAULIC LIFT OR GAS OR DIESEL GENERATOR WILL BE THE WARRANTY OF THE MANUFACTURER OF THE SPECIFIC ITEM. IF ANY REPAIR WORK IS DONE TO THE USED OR RECONDITIONED LED DISPLAY BY ANYONE NOT AUTHORIZED BY SELLER OR WITHOUT SELLERS EXPRESS WRITTEN PERMISSION, THEN SELLERS WARRANTY SHALL AUTOMATICALLY BE VOIDED AND BUYER WILL BE RESPONSIBLE FOR ALL LABOR COSTS, PART COSTS AND TRAVEL EXPENSES RELATED TO THE REPAIR OF THE USED EQUIPMENT. IN NO EVENT WILL SELLER BE RESPONSIBLE TO BUYER IF BUYER DOES NOT OPERATE EQUIPMENT WITHIN THE GUIDELINES OF MANUFACTURER OR WITHOUT CARE TO THE EQUIPMENT INCLUDING GENERATORS, LED DISPLAYS AND ELECTRICAL COMPONENTS. FAILURE BY BUYER TO OPERATE ITEMS PURCHASED FROM SELLER IN THE PROPER MANNER WILL VOID THE SELLERS AND THEIR MANUFACTURERS LIMITED WARRANTY. THIS WARRANTY DOES NOT APPLY WHEN DAMAGE IS CAUSED THROUGH MISUSE, ABUSE, EXCESSIVE, IMPROPER, OR UNSTABLE POWER APPLICATIONS, WATER DAMAGE, LIGHTNING, POWER SURGES OR ACTS OF GOD.

5. LIMITATIONS OF CLAIMS. Seller will not be responsible for any harm arising out of Buyer's purchase, possession or use of any products supplied by Seller or Seller’s custom Manufacturer’s and Sub Contractors, Buyer's use of any function on Seller's web-sites, products new or used or any technical advice Seller may offer, except as agreed in the Limited Warranty set out above. SELLER AND SELLER’S SUPPLIERS WILL NOT BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES. INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF USAGE BY BUYER, LOSS OF ADVERTISING REVENUE, COST OF ANY SUBSTITUTE FOR THE PRODUCTS BUYER BOUGHT, FOR ANY EQUIPMENT STATED IN PURCHASE ORDER OR PRO FORMA INVOICE THAT WAS NOT INCLUDED IF SELLER OR SELLERS SUB CONTRACTORS ARE NOT NOTIFIED IN WRITING WITHIN TEN (10) DAYS OF THE DELIVERY OF THE PRODUCT THAT STATED EQUIPMENT WAS NOT INCLUDED. ANY DELAYS IN MANUFACTURING OR DELIVERY. FREIGHT RATE QUOTES AND RATE FOR SHIPPING THAT MAY CHANGE FOR ANY UNKNOWN REASON WHICH IS BEYOND SELLER’S AND SELLER’S SUPPLIERS CONTROL, CLAIMS OF THIRD PARTIES OR INJURY TO PERSON OR PROPERTY.

6. ORDER CANCELLATION. Buyer must notify Seller of any cancellation of confirmed orders in writing. Buyer may cancel any orders either within the first seven days of Seller receiving the order and required deposit or before product shipment date, whichever event occurs first, without penalty which is based on Seller or Seller’s Suppliers not purchasing any product or services for Buyer prior to the cancellation notice. All orders canceled after previously stated period will be subject to a Thirty Five (35%) Percent cancellation charge. All cancellation charges are due to Seller or Seller’s Suppliers immediately after the cancellation. Digital Merchandising Solutions Inc., (the Seller) reserves the right to assess a Thirty Five (35%) Percent Restocking Fee for all returned products or canceled orders on Products which are either New or Used that the Buyer cancels. If Buyer has paid Seller for the Merchandise or Products and wants Seller to sell the New or Used Item which they purchased from Seller then this restocking or cancellation fee can and will be deducted from any deposit or payment made by Buyer to Seller. Seller (DMS) has the right to cancel the transaction if Buyer fails to pay for the product as agreed upon. In the event that the Seller cancels the transaction based on Buyers failure to pay for the new or used equipment or custom built mobile vehicle, Buyer will incur a cancellation charge of Thirty Five (35%) Percent of the Total Purchase Price from any payments made to Seller by Buyer including any labor, freight and storage charges relating to the transaction.

7. USED, RECONDITIONED EQUIPMENT OR DEMO EQUIPMENT. All Used, Reconditioned or Demo Equipment that is sold by Digital Merchandising Solutions Inc., is SOLD AS IS unless specifically stated that the equipment has a Manufacturer’s or Seller’s Warranty in the Bill of Sale and signed by the Seller. All used, reconditioned or demo equipment that is sold by Seller has been tested and is certified by Seller to be in excellent working order when sold. Manufacturer or Sellers Limited Warranty on any equipment that is purchased shall immediately become null and void if equipment is setup and installed or serviced by any non certified technician that is not approved by the Seller prior to installation or service on the display. The Limited Warranty on all Used, Reconditioned and Demo LED Displays sold by Seller include Parts and Labor for the first Thirty Days and after the first Thirty Days only the Parts will be covered on the Used or Reconditioned LED Display. Actual LED'S on the LED Display are covered by the Manufacturer of the actual LED Displays and not the Seller, if replacement of actual LED'S on the actual LED Board need to be replaced all work is to be done by the Factory that originally manufactured the Displays. Buyer is responsible for all shipping costs to and from original manufacturer if In or Out of Warranty work needs to be done on the actual LED Displays. Used computer equipment that is included with Used or Reconditioned LED Displays are not covered under any circumstance by Seller and Buyer is responsible for repair or replacement of any defective computer components. All labor, travel and expenses will be covered by the Buyer after the first Thirty Days of the Limited Warranty Period on all Demo, Used or Reconditioned LED Displays that require service. All Used, Reconditioned or Demo Equipment sold by Seller requires payment in full prior for the equipment being shipped or released for pickup to Buyer. All Used, Demo and Reconditioned Equipment that is Sold by Digital Merchandising Solutions Inc. are to be considered Final Sales and are Non Returnable or Non Refundable. If purchaser cancels a sales transaction or fails to make final payment when required by Seller, then Seller can immediately void the transaction and retain any deposits whether these deposits are One Hundred Percent Refundable or NOT which are received from the Purchaser or Potential Buyer as liquidated damages.

8. DOMESTIC OR INTERNATIONAL TRAVEL INCLUDING INSPECTION OR VIEWING OF PRODUCTS BEING OFFERED FOR SALE. Buyer or prospective Buyer will be responsible for all Travel Costs incurred by Seller or Sellers Representative that relates to any new, used or demo equipment being sold by Seller that is not located at Sellers Illinois (USA) area based warehouse facility. If Seller travels to any domestic or international location to meet with a prospective Buyer to view or inspect any Products that Seller is selling and Buyer or Prospective Buyer DOES NOT show up as scheduled, then Prospective Buyer will be responsible for all costs incurred by Seller as a penalty and Seller shall have the right to either cancel the pending sales transaction or to access a charge to Buyer not to exceed Thirty Five (35%) Percent of the Total Sales Transaction as liquidated damages. Digital Merchandising Solutions Inc., can at its option also terminate the Sales Agreement if Buyer or Prospective Buyer breaches any conditions of the Terms & Conditions and as liquidated damages retain any deposits no matter whether these deposits are One Hundred Percent Refundable or NOT if Buyer or prospective Buyer fails to meet with Seller as scheduled or planned at a specific domestic or International destination. In the event of a breach by Buyer or Prospective Buyer, Seller (Digital Merchandising Solutions Inc. ) at its option can credit any deposit received by Buyer to the account of the Buyer or prospective Buyer to be used for any future sales transaction with Seller during the next Three (3) months from date of the original purchase.

Custom built Mobile LED Trucks and Trailers including Color LED Displays that are being custom built and constructed by Digital Merchandising Solutions Inc. (Seller) can be inspected by Buyer only at the time and date of the expected delivery or shipping / transporting date and after all Payments have been paid by the Buyer to the Seller. Buyer CAN NOT inspect the Mobile LED Advertising Trailer or Truck until the entire vehicle is built and ready for delivery or to be shipped. Inspecting the Mobile Unit during the building progress or in various building stages is NOT allowed by the Seller. If Buyer for any reason holds back any Payment that is due to the Seller based on pre-inspection of the Mobile LED Vehicle or LED Custom Built Display during the building process then Seller at its option can cancel the sales transaction and offer the LED Advertising Vehicle or Outdoor Advertising Display to any other potential buyer that may be looking for a unit that is currently under construction.

9. RETURNS. Buyer should not return product unless authorized by Seller in writing and accompanied by a Return Merchandise Authorization (RMA) number. Buyer is responsible for all expenses of return product's freight. Seller will not issue credit for any returned product after the date that is thirty (30) calendar days after the date of shipment. All costs incurred by Seller prior to shipment shall be invoiced to and paid by the Buyer. Seller reserves the right to assess a Thirty Five (35%) Percent Restocking Fee for all returned or canceled products. All authorization returns must be securely packaged in their original shipping containers. If packaged in any other type of container and loss or damage occurs, additional charges may apply.

If Seller (DMS) replaces either the hydraulic lift or diesel generator for any reason after the delivery of the vehicle to the customers location the Seller will replace the identical item as was originally installed on the vehicle at no additional cost except for freight and labor expenses. In the event that Seller can not supply Buyer with identical item from original manufacturer and is required to supply a different manufacturer’s brand or more expensive item then the original one supplied, then Buyer will be responsible for any cost difference between the original item and the replacement item including all freight and installation costs related to stated component. In no event will Digital Merchandising Solutions Inc be held responsible for any equipment which it did not originally manufacture. All components not manufactured by Seller will carry the warranty and replacement guarantee of the original manufacturer or Supplier. Buyer is responsible for all freight charges (from their location to manufacturer and from manufacturer back to their location) on all returned or replaced components including items covered under warranty and any transit charges including labor charges and storage if applicable.

10. DELIVERY. All shipments are FOB Sellers Shipping Point, unless otherwise specified. Delivery dates and Construction Times are approximate only and are based on Seller receiving Full Payment for the Product at the time of the Order. Seller shall not be liable for any delay or failure to make delivery as a result of events beyond Seller's control or by Buyer not making full payment to Seller as required. Seller will not be held responsible for any type of delays in manufacturing, transport or delivery of equipment due to Labor Strikes, Bad Weather or Equipment Failures. Digital Merchandising Solutions Inc., is not to be held responsible for any specific time restraints, manufacturing delay or special conditions made by any Manufacturer or Contractor on behalf of the Buyer. Any communication must be made by the Buyer directly with the Manufacturing Company that received the funds for their specific transaction by the Buyer or Customer if applicable. Seller will not be held responsible for any rate changes or freight equipment charges secured for Buyer from any Freight Logistic Company or Freight Company that wants Seller to secure shipping for the Buyer. If Seller includes shipping or transport charges for the merchandise then any and all freight charges or amounts that were original quoted by Freight Company will be paid by Seller, but in the event that the freight rate changes or increases prior to shipment for any unknown reason then the additional expenses will be paid by the Buyer. Buyer will provide Seller with Proof of Insurance if Seller is to handle Delivery or Transporting of the vehicle to Buyers Location. If Buyer does NOT provide Proof of Insurance then Buyer is responsible for any damage, fines or other expenses related to Insurance while the vehicle in is transport. Seller will NOT be held responsible for any damage what so ever do to Buyers failure not to provide adequate insurance coverage while the vehicle is in transit to a Buyers location. If Seller arranges for a mobile LED Advertising Vehicle to be shipped or driven by a professional driver the delivery date is to be an estimate only and neither the Seller or the Common Transport Carrier or Professional Driver will be held responsible for any delays in delivery, damage in transport, loss of income or failure to make delivery in a timely fashion if delays relate to equipment failure, weather, Acts of God or for any reason beyond their control. All equipment sold has been tested prior to shipment. Seller’s Limited Warranty begins upon receipt of the first payment from Buyer and shall continue for Twelve Months or until stated in Sellers Pro Forma Invoice. If any equipment arrives in a non working condition, you should contact your shipping and insurance carrier, since the damage occurred in transit. If Buyer’s Product arrives missing any component that was suppose to be shipped with the item, Buyer must notify in writing to Seller within Ten (10) Days of delivery that item was missing, If Buyer fails to notify Seller within that specified time frame then Seller will not be responsible for any missing component or item that was original stated in Pro Forma Invoice and Seller will not be held responsible any missing part or component. In no event will Digital Merchandising Solutions Inc. be held responsible for any damage done in transit or in shipping or transporting vehicle by common carrier or by a professional driver. Buyer is responsible for adequate insurance coverage on all equipment purchased from date of purchase and Seller requires Buyer to provide proof that Insurance is in place on the vehicle by having copy of Insurance in the vehicle being transported. Damage to equipment in shipment voids any Manufacturers and or Sellers Limited Warranty if any apply to the Product or Sales Transaction. If Buyer alters or changes any Shipping Arrangements made by Seller or if Buyer changes their mind after the Product has been Purchased and Shipped, then Buyer will be responsible for all freight charges, storage charges, insurance charges incurred for the Shipment plus a cancellation charge of Thirty Five (35%) Percent from any funds paid by Buyer to Seller as liquidated damages.

11. CUSTOM MANUFACTURING. Digital Merchandising Solutions Inc. (Seller or DMS) requires Full Payment in advance for all custom built Outdoor Advertising Displays and Mobile LED Trucks and LED Trailers which it builds for its clients or customers. DMS (Seller) gives estimated delivery times based on the availability of products being manufactured, fabricated or custom engineered by Seller or Seller’s Suppliers when the Pro Forma Invoice is issued. All Delivery custom build times are only estimates and the actual delivery time can vary from what has been stated between the parties and is solely based on Seller receiving Full Payment with the Acceptance of the Order. Under No Circumstance will Digital Merchandising Solutions Inc., or its Suppliers be held responsible for any delays in the manufacturing or delivery of any custom built LED Display, Ultra Bright LCD LED Display or Mobile Outdoor Advertising Solution. Seller (DMS) will not be held responsible for any delays in the manufacturing process or fabrication of the Digital Mobile LED Advertising Solution or LED Display or Ultra Bright LCD LED HD Advertising Display Solution by the Purchaser or Buyer’s or Buyers Financial Institution. DMS shall also not be held responsible for any Loss of Income or Loss of Revenue for not having the LED Advertising Solution or Custom Built Advertising Solution ready based on the estimated manufacturing or delivery time or any other factor relating to the building, delivery or inspection date. Digital Merchandising Solutions Inc., (Seller) will guarantee a specific delivery date in special cases based on having a signed delivery document between the parties that is notarized by Seller’s Notary Public that guarantees delivery on a specific date or at a specific time based on Seller having Full Payment from Buyer when this notarized document is executed between the parties. If Buyer delays any final Payment that is due Seller (DMS) or Seller’s Sub Contractor’s or Supplier’s either prior to the Delivery or Inspection of the Custom Built Product then Buyer gives Seller the exclusive right to cancel the current transaction and sell the custom built product to any other prospective buyer that Seller may obtain for the product or have waiting for similar product that is being manufactured. See Order Cancellation above for additional details.

12. CONSIGNMENT OF MOBILE LED ADVERTISING TRUCKS & TRAILERS. Digital Merchandising Solutions Inc., from time to time will take a Used Mobile LED Advertising Truck or Mobile LED Advertising Trailer in on Consignment for a client or Customer that has the unit or wants to sell the unit. DMS or Seller will accept the vehicle based on the following conditions. The Mobile LED Advertising Truck or Mobile LED Trailer must be in the possession of Digital Merchandising Solutions Inc. The vehicle will be located at Seller’s manufacturing facility in Las Vegas, Nevada. The current owner must have the unit or vehicle fully insured and a copy of the Insurance Policy must remain inside the vehicle at all time. The owner must provide Seller with current License Plate Registration for the vehicle and or if required the US DOT Number that is a fixed to the truck must also be included since the vehicle will be crossing from State to State and this US DOT Number will be needed at State Controlled Weigh Stations. Customer or Consignee will hold the actual Title for the Mobile LED Advertising Truck or Mobile Advertising Trailer until it is sold and the funds have been transferred to the Owner of the Vehicle. Consignee or DMS client is to bear all the costs related to the transportation of the vehicle from it’s current location to Las Vegas, Nevada. If Seller does not sell the vehicle then Seller will bear the expense of transporting the vehicle back to Consignees original location. This relates to Mobile LED Advertising Trucks and Mobile LED Advertising Trailers and applies to all transactions where (Seller) Digital Merchandising Solutions Inc., agrees to sell a vehicle for a current customer of DMS or for a Consignment client. If the Current Owner will not release the vehicle to Seller, then Digital Merchandising Solutions is not to be held responsible for selling the Mobile Advertising Vehicle for the Client or making any alterations or modifications to the vehicle as stated by DMS for the actual owner of the vehicle.

13. EVENTS BEYOND SELLER'S CONTROL. Seller will not be responsible if Seller cannot perform under this agreement if events beyond Seller's control occur which make it impossible or commercially unreasonable for Seller to perform, including but not limited to so-called 'Acts of God', 'force majeure' events, raw material shortages, original manufacturer’s discontinuing a specific product such as a LED Module or LED Component which is essential to having a working LED Display or mobile LED display or a Supplier or Manufacturer either going out of business or changing ownership and not manufacturing the same product lines that were manufactured by the previous manufacturer, labor disputes, Advertising companies who make commitments to DMS or DMS clients and breach their commitment or cancel their advertising agreements, Letters of Guarantee for specific Advertising opportunities that are canceled or not fulfilled by DMS, Seller or a DMS client,  due to supplier’s of seller closing their businesses, discontinuing specific product lines or relocating to a different location, weather, fires, floods, accidents, open hostilities, political or governmental insurrections, declaration of national emergencies or of war, governmental regulations, delays in transportation, lack of fuel, or failure of machinery or apparatus. Seller (DMS) will not be held responsible for any equipment failures for items which were not originally manufactured by DMS such as the custom built hydraulic lifts or Gas or Diesel Generators that are supplied to Buyer by Seller or Sellers Supplier. Hydraulic Lifts and Generators are to be covered by the original manufacturers warranty directly and any and all warranty issues should be directed to the original manufacturer of the equipment. If Warranty on any specific manufactured item expires then Buyer is responsible for any repairs on the item. If Seller (DMS) replaces either the New Hydraulic Lift or New Diesel Generator for any reason after the delivery of the New Custom Built Mobile LED Advertising Truck or Trailer to the customers location the Seller will replace the identical item as was originally installed on the New Vehicle at no additional cost during the first Thirty (30) Days from date of Delivery. Seller (DMS) will not be held responsible or liable for any consequential, special, incidental or exemplary damages, including, but not limited to lost income or lost advertising revenue, any down time, loss of profits due to any equipment supplied which was not originally manufactured by Seller such as any Hydraulic Lift or Gas or Diesel Generators. In the event that Seller can not supply Buyer with same identical new item from original manufacturer and is required to supply a different manufacturer’s brand or more expensive unit then the original one supplied, then Buyer will be responsible for any cost difference between the original item and the replacement item including all freight and installation costs related to stated component. If Seller orders a specific custom built component such as a custom built Hydraulic Mast or Scissor Lift and then discovers that it is not feasible to use a mast lift for the intended mobile application then Buyer grants Seller the right to modify the original Pro Forma Invoice and replace the custom built Hydraulic Lift with any other type of hydraulic lift such as a scissor or mast lift that will work in the Buyers Mobile Application.  In no event will Seller be responsible for any equipment which it did not originally manufacture. All components not manufactured by Seller will carry the warranty and replacement guarantee of the original manufacturer or Supplier. Seller and Sellers Suppliers will not be held responsible for any delays in the manufacturing or delivery of any products or replacement of products due to National Holidays by their suppliers country of origin or if a National Holiday occurs during the scheduled manufacturing or shipping time of an existing order and the order is delayed due to that National Holidays or Religious Holidays or delay caused beyond Sellers control.

Digital Merchandising Solutions Inc. (Seller) will not be held responsible or liable for any damage or theft of product done to products while the product is in storage at any storage facility or in transport to the Buyers location or at the Buyers location. It is the responsibility of the Buyer to carry enough insurance to insure the value of the equipment in the event of loss, damage to the equipment while either in storage or in transport to Buyers location. If equipment is damaged in transit or while in storage Buyer is responsible for all repairs including Parts to equipment including any labor cost relating to the repair. Under no circumstance will Digital Merchandising Solutions Inc. (the Seller) be held responsible for any costs including Loss of Equipment, Labor, Replacement Parts, Insurance Costs and Travel related costs that relate to product lost or damaged outside of it facility, while in storage at any storage facility, under consignment or while in transit. 

14. MODIFICATIONS OR OPTIONAL ADD-ONS. Any modification or optional add-on item that Buyer wants performed on the Product will NOT be performed until Digital Merchandising Solutions ( SELLER) receives payment in full for the Product being sold. Any modifications to the Product or additional items that were not included in the original quote or sales order are to be paid by the Buyer in full prior to the Modifications being performed on the Product. Digital Merchandising Solutions ( SELLER ) is Not Responsible for any delays which may occur due to second or third party suppliers who are selling Products and Services to the Buyer thru Digital Merchandising Solutions Inc.

Any modifications by the Buyer or Purchaser to the Product Purchased or the reconfiguration of the original Product that was purchased that were not specifically stated in the Sales Agreement or Pro Forma Invoice by Seller will void any and all warranties that were implied to the Product. Example: If a LED Display is professionally installed on a Mobile Trailer and the Buyer or Purchaser removes this Display from the original Trailer to mount unto another type of vehicle or mounting structure and if the work involved in the conversion to another type of vehicle or mounting structure is NOT performed by Digital Merchandising Solutions (Seller) then any and all warranties on stated purchase will be instantly voided by Seller.

15. DMS RESELLING USED LED DISPLAYS & USED MOBILE LED ADVERTING VEHICLES. From time to time an existing owner of a used Color LED Display or Mobile LED Advertising Truck or Mobile Advertising Trailer may wish to have Digital Merchandising Solutions Inc., (DMS) sell the item for them or may wish to trade the item in for another LED product. DMS will agree to sell the item based on the item be in perfect working order or serviceable where the item can be serviced at Seller’s Manufacturing Facility to like new condition. Owner of the used equipment must provide DMS with the specific item that is to be sold. If the unit is a mobile advertising truck or trailer, the item must be insured by the owner of the vehicle, have valid license plates and US DOT Number on the vehicle so it can be transported across state lines in compliance with State Laws unless the vehicle is located in either Illinois or Nevada. The owner of the vehicle with retain Title and ownership of the item until it is sold. If the Used Equipment relates to a Used LED Display or multiple LED Displays then the owner of the Used Display will cover all costs related to shipping the item to Digital Merchandising Solutions (DMS) manufacturing facility in Las Vegas, Nevada for reconditioning prior to the product being sold. Any reconditioning costs on either Used Mobile LED Trucks, Trailers or Displays will be paid for by the owner of the used product. Since the used item may be a product that was not originally manufactured by Digital Merchandising Solutions Inc., (DMS) then the Terms & Conditions as stated in Paragraph 12 under Events Beyond Seller’s (DMS) Control will also apply to the Used Equipment being resold or purchased by any potential Buyer.

16. INTELLECTUAL PROPERTY. Buyer shall make all necessary effort to safeguard Seller's intellectual property, such as patents, firmware, software, designs, and technology, and assumes all liability for patent and copyright infringements. All firmware, software, and hardware designs, as well as tooling or other materials will remain the property of the Seller unless specifically stated otherwise. Claims by Seller(DMS) against any unauthorized use of Sellers Copyrighted Web Site Material including Pictures, Movies, Digital Reproductions of Digital Merchandising Solutions Customer’s Products or Mobile LED Advertising Vehicles being illegally used without written authorization by Digital Merchandising Solutions Inc., will be handled in State or Federal Court and will not be handled by Arbitration in regards to Copyright Infringements and any unauthorized use of its web site material.

17. EXPORT CONTROL COMPLIANCE. Buyer ensures that products, technology or software Buyer receives from Seller are exported by Buyer only in compliance with applicable laws, including United States. export control laws. Buyer certifies that it will not use or knowingly support the use by others of such products, technology or software in the design, development, production or use of nuclear, chemical, or biological weapons or ballistic missiles.

18. GOVERNING LAW. This web site, including any sub site accessible through the home page, (the "Web Site") is published and maintained by Digital Merchandising Solutions Inc. (“DMS”). Please note that when you enter any sub site accessible through this Web Site or the shopping page, such sub site may have its own terms and conditions of use, which is specific to such sub site. When you access, browse or use this Web Site you accept, without limitation or qualification, the Terms and Conditions set forth and any additional Terms and Conditions of use set forth in any sub site. By doing business with Digital Merchandising Solutions Inc and also visiting this web site you agree to be bound by the Laws of the State of Illinois.

19. DISPUTES & ARBITRATION FOR BUYERS. Any dispute, claim or controversy arising out of or relating to the Terms and Conditions or Payment & Credit Terms Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Chicago, Illinois, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its (Comprehensive Arbitration Rules and Procedures) (Streamlined Arbitration Rules and Procedures). Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Allocation of Fees and Costs: The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.

The parties agree that any and all disputes, claims or controversies arising out of or relating to the Terms & Conditions or Payment & Credit Terms Agreement shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to the arbitration clause set forth above. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or 45 days after the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The provisions of this Clause may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered.

20. INTERNATIONAL BUYER DISPUTES & ARBITRATION. Any dispute, controversy or claim arising out of or relating to the Terms & Conditions or Payment & Credit Terms, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of a sole arbitrator. The place of arbitration will be Chicago, Illinois USA. The language to be used in the arbitrate proceedings will be the English language. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

The parties agree that any and all disputes, claims or controversies arising out of or relating to the Terms & Conditions or Payment & Credit Terms Agreement shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to the arbitration clause set forth above. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or 45 days after the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The provisions of this Clause may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered.

The following are the Terms and Conditions which govern the use of Digital Merchandising Solutions Inc., and their Web Site. These Terms and Conditions are intended to be a legal and binding Agreement between Digital Merchandising Solutions Incorporated, including its affiliates, its suppliers. sub contractors, fabricators, custom builders, employee’s and you or the Buyer. By accessing and browsing this Web Site, you acknowledge that you have read and reviewed the following Terms and Conditions and that you agree to be bound by them.

IN NO EVENT SHALL DIGITAL MERCHANDISING SOLUTIONS INC (DMS) OR IT’S OFFICERS OR EMPLOYEES BE LIABLE TO BUYER OR ANY THIRD PARTY FOR DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS ARISING OUT OF OR CONNECTED IN ANY WAY WITH ANY MERCHANDISE THAT DMS SELLS, BUILDS OR DELIVERS TO ANY BUYER INCLUDING MOBILE LED ADVERTISING TRUCKS OR MOBILE ADVERTISING LED TRAILERS OR LED DISPLAYS, ULTRA BRIGHT LCD LED HD DISPLAYS OR RESULTING FROM THE USE OF THE GOODS SOLD TO THE BUYER.

BY ENTERING THIS WEB SITE YOU ACKNOWLEDGE AND AGREE THAT THIS WEB SITE WILL ONLY BE CONSTRUED AND EVALUATED ACCORDING TO UNITED STATES LAW. IF YOU USE THIS WEB SITE FROM OTHER LOCATIONS, YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ANY AND ALL APPLICABLE LOCAL LAWS. DIGITAL MERCHANDISING SOLUTIONS INC., MAKES NO REPRESENTATIONS THAT THE MATERIALS CONTAINED WITHIN THIS WEB SITE ARE APPROPRIATE FOR LOCATIONS OUTSIDE THE UNITED STATES. ANY AND ALL INFORMATION CONTAINED IN THIS WEB SITE, INCLUDING BUT NOT LIMITED TO INFORMATION REGARDING PRODUCTS AND SERVICES, APPLIES ONLY TO THOSE PROVIDED OR OFFERED WITHIN THE UNITED STATES.