Terms of Sale, Services, Warranty, and Use

This page is a public-facing summary of the baseline commercial position reflected in DMVI's current sales and services agreement templates.

If a signed sales agreement, services agreement, invoice, proposal, statement of work, or exhibit says something more specific, that more specific written document controls.

Under the sales agreement template, sixty percent of the invoice value is invoiced first and must be paid within five days before DMVI begins order fulfilment. The remaining amount, including shipping, insurance, and installation costs, is invoiced when the products are ready for shipment and must be paid before shipment.

Under the services agreement template, invoices are generally due on presentation unless a specific invoice is for later phases or services not yet performed.

Payments are to be made in United States currency and, under the templates, are final, without right of set-off, holdback, chargeback, refund, or return except where the contract or law expressly provides otherwise.

The sales agreement states that products are shipped CIP Incoterms® 2020 to the customer address identified in the invoice. DMVI states it will notify the customer within three days after shipment with an estimated delivery date.

The sales agreement also says DMVI will make reasonable efforts to ship within eight to twelve weeks following execution, but production and shipping timing may vary.

Products may ship in one or more parts and may require assembly by the customer or by a qualified technician at the customer's expense. DMVI disclaims responsibility for damage caused by improper installation or attempted installation.

Customers are expected to notify DMVI promptly of requested changes. Under the sales agreement, late requests after work or production has begun may be treated as untimely changes at DMVI's sole discretion.

Untimely changes may lead to added cost, delayed shipment, replacement or substitute-product cost, or return-shipping responsibility. Refunds are not an automatic right and remain discretionary unless a more specific written term or law applies.

The sales agreement includes four hours of remote technical support within the first three months after delivery for initial setup, activation, and use of the products.

Additional support, installation help, configuration work, or project changes are handled only if agreed in writing and may be billed separately under the relevant exhibit or statement of work.

The sales agreement also states that DMVI reserves the right, but is not obligated, to provide software updates.

The agreements treat DMVI software as licensed, not sold. DMVI retains all rights not expressly granted and does not grant access to source code.

The sales agreement describes a worldwide, transferable license that is inseparable from the products. The services agreement describes a limited, nonexclusive license to use the software comprising the proposed solution.

Annual licensing fees are required for ongoing access to cloud services and may change over time. Under the sales agreement, the first-year licensing fee is included on the invoice, invoices for renewal are due within seven calendar days, and if the licensing fee is late for thirty days DMVI may terminate software access and the products may no longer be operational.

The baseline warranty position is a limited one-year parts warranty, with DMVI having discretion to repair or replace defective or faulty parts. Outdoor placement, unauthorised modification, misuse, neglect, and operation outside the intended specifications can void or defeat warranty coverage.

Except for the limited warranties expressly stated in the agreements, DMVI disclaims other express and implied warranties, including merchantability, noninfringement, and fitness for a particular purpose.

The agreements limit DMVI's maximum liability to reimbursement of amounts paid by the customer and disclaim lost profits, lost data, business interruption, indirect damages, consequential damages, exemplary damages, punitive damages, and many third-party-caused losses.

Both agreement templates provide for arbitration under the American Arbitration Association in Sonoma County, California, subject to the more detailed dispute language in the controlling written agreement.

The agreements are governed by California law.

Questions about these terms, order paperwork, or a separate signed commercial agreement should be directed to DMVI through the Contact page or through the commercial contact listed in the relevant contract documents.