By using this Site, you (“Buyer”) signify your agreement to all terms, conditions, and notices contained or referenced herein (the “Terms and Conditions”). The Seller (as defined below) reserves the right, at its sole discretion and without further notice, to update, amend or revise these Terms and Conditions. Please check the Terms periodically for changes. Your continued use of this Site following the posting of any changes to the Terms of Conditions constitutes acceptance of those changes. If you do not agree to these Terms and Conditions, please do not use this site. This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and the subject matter of this Agreement.

1. Valid Terms and Conditions

All sales are subject to these Terms and Conditions ("Contract") of Thorn Soundlabs®, a Delaware corporation, located at 1508 Elm Hill Pike, Suite 106, Nashville, TN 37210 (“Seller”); and, if buying on credit, to Buyer's credit agreement with Seller, incorporated herein by reference. All other terms, including any terms proposed by Buyer or contained in Buyer's acceptance of a purchase order, are excluded. Any and all changes to this Contract must be in writing and signed by each party. This Contract and all disputes relating to this Contract will be governed by the laws of, and Buyer hereby consents to the jurisdiction and venue of, the state and federal courts for, the State of Tennessee. 

2. Final Sales/Purchase Order/Payment

All sales are final and there will be no refunds on products that have been delivered to Buyer at its designated location or, if applicable, made available for pickup by Buyer at Seller’s location. Payment is due in full on the date stated in a purchase order. Interest at the lesser of 1½ % per month or the maximum rate allowed by law will be imposed on outstanding and delinquent payments from the payment due date until paid. Buyer will pay to Seller all applicable federal, state and local sales and use taxes. In addition to any other available rights and remedies, Seller will be entitled to recover from Buyer all costs of collection and litigation, including, but not limited to, reasonable attorneys' fees and court costs. Seller reserves the right to require payments in advance or to cancel the unfilled portion of this Contract, without notice, in the event of Buyer default of any Contract provisions or if Buyer's financial status becomes impaired or deemed unsatisfactory to Seller. Regular delivery hours are 7:00 a.m. - 5:00 p.m., Monday through Friday. An additional charge may be added for deliveries outside of these hours and for any waiting/unloading periods in excess of 60 minutes. Prices are based on full loads; an additional charge will apply to short loads.

3. Deliveries -- Schedule

Buyer shall give Seller at least 48 hours prior notice of the time, place and rate of requested deliveries. Delivery schedules will be mutually agreed-upon between Seller and Buyer. Seller reserves the right to reject any purchase order.

4. Deliveries – Loading

If product deliveries are to be made at Seller’s location and Buyer will be providing the trucks or trailers to which such deliveries will be made, Seller will, at no additional charge to Buyer, assist in loading the purchased product on Buyer’s trucks or trailers.

5. Deliveries – Liability for Damage

If product deliveries are to be made at Buyer’s designated location, Buyer must provide suitable approaches to delivery points beyond paved streets and Buyer assumes full and exclusive responsibility for any and all liability for damage to driveways, parking lots or other property at the location designated by Buyer for the delivery and dumping of the purchased product. For product deliveries beyond curb lines, Buyer assumes full and exclusive liability for damage to vehicles, sidewalks, driveways, pipes, septic tanks, and/or other property. Buyer shall also indemnify Seller for, and hold Seller harmless from and against, any and all claims, liability, damage, loss and expense incurred by Seller as a result of such deliveries that is reduced to a final judgment or settled with Sellers’s prior written approval, including, but not limited to, towing charges, except to the extent caused by Seller's gross negligence or willful misconduct. Buyer waives any right of subrogation against Seller.

6. Limited Warranty

Buyer is solely responsible for determining the type, quantity, condition, constituents and quality of products to be purchased and their fitness for Buyer’s intended use; and, in this connection, Seller shall provide Buyer with the opportunity, prior to Buyer’s purchase of the products, to inspect, sample and test the products to determine their composition, condition, quality and fitness for Buyer’s intended use. Seller warrants only that the products purchased and to be delivered to Buyer will be in the quantity set forth in a purchase order to which this Contract is attached, based upon the units of measurement set forth therein; and Buyer acknowledges and agrees that the exclusive remedy for any breach of this limited warranty by Seller shall be the delivery by Seller of the product quantity so specified. Except for this limited warranty, all product sales will be “AS IS, WITH ALL FAULTS, IF ANY.” ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, STAUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED. THE REMEDY SET FORTH IN THIS SECTION 6 WILL CONSTITUTE THE SOLE REMEDY OF BUYER UNDER THIS LIMITED WARRANTY.

7. Claims

Buyer must give Seller written notice, within forty-eight (48) hours after product delivery, of any claim against Seller, as a result of any alleged nonconforming materials or any other cause whatsoever, time being of the essence. Seller will be given a reasonable opportunity to investigate all claims. Any failure by Buyer to give written notice within such 48-hour period will be deemed a conclusive waiver by Buyer of all such claims against Seller.

8. DAMAGES

SELLER WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RELATED TO DELAY, WHETHER BASED ON STATUTE, TORT, CONTRACT, OR OTHERWISE, AND WHETHER OR NOT ARISING FROM SELLER'S NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT FOR SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT WILL SELLER BE RESPONSIBLE FOR DAMAGES DUE TO THE ACTIONS OF OTHERS OR THE FAILURE OF BUYER TO COMPLY WITH ITS OBLIGATIONS HEREUNDER. SELLER'S LIABILITY FOR ANY CLAIMS WILL BE LIMITED TO THE PURCHASE PRICE OF THE PRODUCT SOLD UNDER THIS CONTRACT.

9. Waiver/Enforceability

Failure of Seller to exercise any of its rights hereunder will not be deemed a waiver of any such right; and a waiver of any right or obligation hereunder will not constitute a continuing waiver. The unenforceability of any provision of this Contract will not affect the enforceability of any other provision of this Contract, and each other provision of this Contract will be severable and enforceable to the extent permitted by law.

10. Third-Party Sites

This Site contains certain links to other sites on the Internet. These sites may contain information or material that some people may find inappropriate or offensive. These other sites are not under the control of Seller. By using this Site, you acknowledge that Seller is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement or approval of the site by Seller or any association with its operators. If you decide to leave this Site and access linked third-party websites, you do so at your own risk. We allow access to third-party sites from which you may have the opportunity to purchase certain goods or services offered by other merchants. Such merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. The Seller is not a party to any type of transaction(s) entered into between you and third-party merchants. You agree that use of the third-party websites of any such third-party merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES IS SELLER LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND ANY THIRD-PARTY MERCHANTS OR FOR ANY INFORMATION APPEARING ON THIRD-PARTY MERCHANT SITES OR ANY OTHER SITE LINKED TO SELLER’S SITE.

11. Proprietary Rights

You acknowledge and agree that all content and materials available on this Site are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. You do not acquire ownership rights to any content, document or other materials viewed through the Site. You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content. Notwithstanding the above, you are permitted to print or download copies of the materials or content on this Site on any single computer for your work-related commercial use, provided you keep intact all copyright and other proprietary notices. Systemic retrieval of data or other content from this site to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Seller is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in these Terms of Use is prohibited. The posting of information or materials on this Site does not constitute a waiver by the Seller of any rights in such information or materials.

As noted above, reproduction, copying, or redistribution for commercial purposes of any materials or design elements on this Site is strictly prohibited without the express written permission of Seller.

12. User’s Grant of Limited License

By posting or submitting content to this Site, you:

1. grant Seller and its affiliates and licensees the right to use, reproduce, display, perform, adapt, modify, distribute, have distributed, and promote the content in any form, anywhere and for any purpose; and
2. warrant and represent that you own or otherwise control all of the rights to the content and that public posting and use of your content by Seller will not infringe or violate the rights of any third party.

13. Procedure for Making Claims of Copyright Infringement / Accessibility Issues

If you believe that:

1. Your work has been copied and is accessible on this Site in a way that constitutes copyright infringement; or

2. You have accessibility issues with the use of this Site you may notify Seller at info@thorn-soundlabs.com.

14. Disclaimer of Warranties

ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE (THE “CONTENT”) ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. THE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. SELLER, ITS OFFICERS, DIRECTORS, MEMBERS, AGENTS AND EMPLOYEES DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THIS SITE IS SOLELY AT YOUR RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.

15. Limitation of Liability

Under no circumstances shall the Seller, its officers, directors, members, agents and employees be liable for any direct, indirect, punitive, incidental, special, or consequential damages that result from the use of, or inability to use, this Site. WE WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE OUR SITE. This limitation applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Seller has been advised of the possibility of such damage. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, Seller’s liability in such jurisdictions shall be limited to the extent permitted by law.

16. Nontransferable

Your right to use the Site is not transferable. Any password or right given to you to obtain information or documents is not transferable to a third party.

17. Indemnification

Upon request by Seller, you agree to defend, indemnify, and hold harmless Seller and its employees, contractors, members, officers and directors from all liabilities, claims, and expenses, including attorney’s fees, that arise from your use or misuse of this Site. You reserve the right, at your own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Seller in asserting any available defenses.

18. International Use

Seller makes no representation that materials on this site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws.

19. Choice of Law and Forum

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Tennessee, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms and Conditions or your use of this Site shall be filed only in the state or federal courts located in the State of Tennessee, City of Nashville, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

20. Severability and Integration

Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and the Seller with respect to this Site and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Seller with respect to this Site. If any part of these Terms and Conditions is held to be invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.