TERMS AND CONDITIONS OF SALE
Effective Date: 20 august 2026
These Terms and Conditions of Sale (“Terms”) govern all quotations, orders, order confirmations, invoices, sales, and deliveries of products by Premium Audio Distribution Group Inc., 2513 Shallowford Road, Suite 200, Marietta, Georgia 30066 (“Premium Audio Distribution Group Inc.”), to authorized dealers purchasing products for resale in the ordinary course of business (“Dealer”).
These Terms apply exclusively to business-to-business transactions and do not apply to consumer purchases.
1. ACCEPTANCE OF TERMS
All sales by Premium Audio Distribution Group Inc. are expressly conditioned upon Dealer’s acceptance of these Terms.
These Terms are available at:
Dealer acknowledges and agrees that submission of an order, acceptance of an order confirmation, payment of an invoice, acceptance of delivery, or resale of any products supplied by Premium Audio Distribution Group Inc. constitutes Dealer’s acceptance of and agreement to these Terms.
Premium Audio Distribution Group Inc. expressly rejects any additional or different terms contained in any purchase order, procurement system, vendor portal, acknowledgment, correspondence, or other document issued by Dealer unless such terms are expressly accepted in a written agreement signed by an authorized officer of Premium Audio Distribution Group Inc.
In the event of a conflict between these Terms and a separately executed written agreement signed by Premium Audio Distribution Group Inc., the separately executed written agreement shall control.
2. AUTHORIZED DEALERS ONLY
Premium Audio Distribution Group Inc. sells products solely to authorized dealers.
Dealer status is granted at the sole discretion of Premium Audio Distribution Group Inc. and may be suspended or terminated in accordance with these Terms or any applicable manufacturer or dealer policies.
Dealer may not transfer, assign, sublicense, or otherwise extend its authorized dealer status to any third party.
3. ORDERS
All orders are subject to acceptance by Premium Audio Distribution Group Inc.
Submission of a purchase order does not obligate Premium Audio Distribution Group Inc. to accept or fulfill the order.
An order becomes binding only upon written confirmation, shipment, or other affirmative acceptance by Premium Audio Distribution Group Inc.
Premium Audio Distribution Group Inc. reserves the right to reject, limit, allocate, suspend, or cancel any order before shipment for legitimate commercial reasons, including product availability, manufacturer allocation, credit concerns, suspected unauthorized resale, pricing errors, or violation of dealer policies.
Accepted orders may not be cancelled or modified by Dealer without the prior written consent of Premium Audio Distribution Group Inc.
Special-order, custom-order, allocated, discontinued, clearance, open-box, B-stock, and demonstration products are non-cancellable and non-returnable.
4. PRICES
Prices are those shown on the applicable quotation, order confirmation, price list, or invoice issued by Premium Audio Distribution Group Inc.
Unless otherwise expressly stated in writing:
all prices are stated in U.S. Dollars;
applicable taxes and governmental charges are additional;
Premium Audio Distribution Group Inc. may change prices prospectively at any time;
quotations are valid only for the period stated in the quotation; and
Premium Audio Distribution Group Inc. may correct clerical, typographical, calculation, or pricing errors.
5. TAXES
Dealer is responsible for all applicable sales, use, excise, transaction, resale, and similar taxes arising from the purchase, possession, or resale of products, excluding taxes imposed solely on the net income of Premium Audio Distribution Group Inc.
Dealer claiming a tax exemption must provide Premium Audio Distribution Group Inc. with a valid resale certificate, exemption certificate, or other acceptable documentation before the applicable sale.
Dealer shall be responsible for taxes, penalties, interest, and reasonable expenses resulting from invalid, expired, inaccurate, or improperly claimed exemption documentation supplied by Dealer.
6. PAYMENT
Unless Premium Audio Distribution Group Inc. expressly approves alternative terms in writing, orders are payable by bank transfer in advance.
Payment instructions will be provided separately by Premium Audio Distribution Group Inc.
Payment shall not be considered received until cleared funds are available to Premium Audio Distribution Group Inc.
Dealer shall make payment without setoff, deduction, counterclaim, withholding, recoupment, or chargeback except to the extent required by applicable law.
Premium Audio Distribution Group Inc. may modify payment requirements or require advance payment at any time.
7. PAST-DUE AMOUNTS
Any amount that is not paid when due shall accrue interest from the applicable due date until paid in full at the lesser of:
(a) one and one-half percent (1.5%) per month; or
(b) the maximum rate permitted by applicable law.
Premium Audio Distribution Group Inc. may suspend shipments, cancel pending orders, revoke any previously granted credit privileges, require advance payment, or exercise any other available remedy while any amount remains overdue.
Acceptance of a late or partial payment does not waive Premium Audio Distribution Group Inc.’s right to collect the remaining balance, accrued interest, collection costs, or other amounts due.
8. COLLECTION COSTS AND ATTORNEYS’ FEES
To the maximum extent permitted by applicable law, Dealer shall reimburse Premium Audio Distribution Group Inc. for reasonable costs incurred in collecting overdue amounts, including collection costs, court costs, expenses, and attorneys’ fees.
Any recovery of attorneys’ fees subject to O.C.G.A. § 13-1-11 shall be governed by the requirements and limitations of that statute.
9. INSPECTION OF DELIVERIES
Dealer is responsible for promptly inspecting every shipment upon receipt.
Any visible freight damage, damaged packaging, missing cartons, or shipment shortage must:
be documented with the carrier at the time of delivery where reasonably possible; and
be reported to Premium Audio Distribution Group Inc. in writing within three (3) business days after delivery.
Dealer must retain all cartons, packaging materials, shipping labels, and other evidence reasonably required to investigate or process a freight claim.
Any claim involving incorrect products, quantities, visible defects, or other reasonably discoverable nonconformities must be reported to Premium Audio Distribution Group Inc. in writing within five (5) business days after delivery.
The notice must include, where applicable:
invoice or order number;
product model;
serial number;
photographs;
description of the alleged damage, shortage, or nonconformity; and
supporting shipping documentation.
Failure to provide timely notice constitutes acceptance of the products with respect to reasonably discoverable discrepancies or nonconformities, except to the extent otherwise required by applicable law.
10. ALL SALES FINAL
ALL SALES ARE FINAL.
Premium Audio Distribution Group Inc. does not accept returns of non-defective products.
Dealer may not return any product without prior written authorization from Premium Audio Distribution Group Inc. and, where applicable, issuance of a Return Merchandise Authorization (“RMA”).
The issuance of an RMA does not constitute acceptance of Dealer’s claim and does not create a right to refund or credit.
Unauthorized returns may be refused and returned to Dealer at Dealer’s expense.
Without limiting the foregoing, the following products are non-returnable:
special-order products;
custom-order products;
demonstration products;
discontinued products;
clearance products;
open-box products;
B-stock products;
installed products;
used products;
products with damaged or incomplete packaging;
products with missing accessories;
products with altered, removed, or damaged serial numbers; and
products otherwise no longer in original condition.
Dealer is responsible for return freight, insurance, packaging, and risk of loss for any return authorized by Premium Audio Distribution Group Inc., except where Premium Audio Distribution Group Inc. expressly agrees otherwise in writing.
11. MANUFACTURER WARRANTY ONLY
Products supplied by Premium Audio Distribution Group Inc. may be covered by warranties issued by their respective manufacturers.
PREMIUM AUDIO DISTRIBUTION GROUP INC. DOES NOT PROVIDE AN INDEPENDENT PRODUCT WARRANTY UNLESS EXPRESSLY STATED OTHERWISE IN WRITING.
Warranty coverage, warranty periods, exclusions, remedies, procedures, and eligibility requirements are determined by the applicable manufacturer.
Premium Audio Distribution Group Inc. may administer or assist with manufacturer warranty claims as part of its distributor services, but such assistance does not create or expand any warranty obligation of Premium Audio Distribution Group Inc.
Warranty eligibility may require that:
the product was supplied by Premium Audio Distribution Group Inc.;
the product was sold through an authorized dealer;
the product remained within the authorized distribution channel;
serial numbers remain intact and verifiable;
valid proof of purchase is available;
installation and operation complied with manufacturer requirements; and
all applicable manufacturer warranty procedures were followed.
Unauthorized resale, unauthorized marketplace sales, serial-number alteration, unauthorized modification, misuse, improper installation, or sale outside the authorized distribution channel may result in denial of warranty service to the extent permitted under the applicable manufacturer warranty and applicable law.
12. DISCLAIMER OF WARRANTIES
EXCEPT FOR ANY EXPRESS WARRANTY EXPRESSLY PROVIDED IN WRITING BY PREMIUM AUDIO DISTRIBUTION GROUP INC., AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PREMIUM AUDIO DISTRIBUTION GROUP INC. MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
PREMIUM AUDIO DISTRIBUTION GROUP INC. EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
PREMIUM AUDIO DISTRIBUTION GROUP INC. ALSO DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, DESCRIPTION, SAMPLE, OR OTHERWISE.
Dealer acknowledges that Dealer is a sophisticated commercial purchaser and is responsible for independently determining whether products are appropriate for Dealer’s intended resale, demonstration, installation, or application.
13. WARRANTY AND PRODUCT CLAIM REMEDIES
Where Premium Audio Distribution Group Inc. determines that Dealer has a valid claim involving a defective or nonconforming product, Premium Audio Distribution Group Inc. may, subject to the applicable manufacturer’s policies and at its discretion:
facilitate repair;
facilitate replacement;
provide replacement parts;
replace the product;
issue account credit; or
refund the applicable purchase price.
To the maximum extent permitted by applicable law, these remedies shall constitute Dealer’s exclusive remedies for defective or nonconforming products.
14. INSTALLATION AND SYSTEM RESPONSIBILITY
Dealer is solely responsible for the products and services Dealer provides to its customers, including:
product selection;
system design;
product compatibility;
installation;
configuration;
calibration;
electrical installation;
network configuration;
integration with third-party equipment;
compliance with applicable codes and regulations;
customer instruction; and
representations made to Dealer’s customers.
Technical suggestions, specifications, advice, assistance, drawings, recommendations, or other information supplied by Premium Audio Distribution Group Inc. do not relieve Dealer of responsibility for verifying suitability and performing competent installation and system design.
Dealer shall not make any representation, guarantee, or warranty on behalf of Premium Audio Distribution Group Inc. or a manufacturer unless such representation is expressly authorized in writing.
15. ONLINE MARKETPLACES AND THIRD-PARTY SALES CHANNELS
Dealer may not advertise, offer, list, or sell products supplied by Premium Audio Distribution Group Inc. through any third-party online marketplace or platform without the prior written authorization of Premium Audio Distribution Group Inc.
This includes, without limitation:
Amazon;
eBay;
Walmart Marketplace;
Reverb;
Facebook Marketplace; and
any similar third-party marketplace or platform.
Permission to sell through one platform does not constitute permission to sell through any other platform.
Premium Audio Distribution Group Inc. may condition authorization upon compliance with manufacturer-specific ecommerce, branding, channel, fulfillment, warranty, or other requirements.
16. SERIAL NUMBERS AND PRODUCT TRACEABILITY
Dealer shall not remove, obscure, alter, replace, manipulate, or otherwise interfere with any serial number, identification label, authenticity marking, or tracking information contained on a product or its packaging.
Dealer shall reasonably cooperate with Premium Audio Distribution Group Inc. regarding product traceability, warranty verification, suspected unauthorized distribution, product recalls, and manufacturer compliance matters.
17. INTELLECTUAL PROPERTY
All trademarks, trade names, logos, product photographs, product descriptions, technical materials, copyrighted content, software, firmware, marketing materials, and other intellectual property associated with products remain the property of their respective owners.
Dealer receives no ownership rights in such intellectual property by purchasing products from Premium Audio Distribution Group Inc.
Dealer may use manufacturer trademarks and authorized marketing materials solely to advertise and sell applicable products while Dealer remains authorized and only in accordance with applicable manufacturer guidelines.
Any authorization to use such intellectual property terminates upon termination of Dealer’s authorization unless otherwise permitted by the applicable rights holder.
18. COMPLIANCE WITH LAW
Dealer shall comply with all applicable federal, state, and local laws, regulations, codes, and requirements relating to Dealer’s advertising, sale, installation, servicing, and distribution of products.
Dealer is solely responsible for obtaining permits, licenses, registrations, professional qualifications, and governmental approvals required for Dealer’s business activities.
19. INDEMNIFICATION
To the maximum extent permitted by applicable law, Dealer shall defend, indemnify, and hold harmless Premium Audio Distribution Group Inc., its affiliates, officers, directors, employees, representatives, and agents from and against third-party claims, liabilities, damages, judgments, losses, costs, and reasonable attorneys’ fees arising from or relating to:
Dealer’s installation, integration, modification, servicing, demonstration, or resale of products;
Dealer’s negligence or willful misconduct;
improper product installation or system design;
statements, guarantees, or warranties made by Dealer that were not authorized by Premium Audio Distribution Group Inc. or the applicable manufacturer;
Dealer’s violation of applicable law;
Dealer’s unauthorized marketplace or distribution activities;
Dealer’s breach of these Terms; or
Dealer’s unauthorized use of trademarks, copyrighted materials, or other intellectual property.
Dealer shall have no obligation to indemnify Premium Audio Distribution Group Inc. to the extent a claim is finally determined to have resulted from the gross negligence or willful misconduct of Premium Audio Distribution Group Inc. where such liability cannot legally be shifted.
20. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PREMIUM AUDIO DISTRIBUTION GROUP INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO ANY PRODUCT, ORDER, SALE, WARRANTY CLAIM, OR BUSINESS RELATIONSHIP WITH DEALER.
THIS EXCLUSION INCLUDES, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF SALES, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, CUSTOMER CLAIMS, SUBSTITUTE PRODUCT COSTS, DEMONSTRATION COSTS, INSTALLATION COSTS, REMOVAL COSTS, REINSTALLATION COSTS, LABOR COSTS, TRAVEL COSTS, AND OTHER COMMERCIAL LOSSES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF PREMIUM AUDIO DISTRIBUTION GROUP INC. ARISING OUT OF OR RELATING TO ANY INDIVIDUAL PRODUCT, ORDER, OR TRANSACTION SHALL NOT EXCEED THE NET PURCHASE PRICE ACTUALLY PAID BY DEALER TO PREMIUM AUDIO DISTRIBUTION GROUP INC. FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.
Nothing in these Terms limits liability to the extent such limitation is prohibited by applicable law.
21. PRODUCT INFORMATION AND SPECIFICATIONS
Product manufacturers may modify product specifications, features, finishes, components, dimensions, software, firmware, accessories, packaging, production locations, or other characteristics without notice.
Product images, descriptions, specifications, measurements, marketing materials, and other product information are provided for informational purposes and may contain reasonable variations.
Premium Audio Distribution Group Inc. shall not be responsible for manufacturer changes outside its reasonable control.
22. FORCE MAJEURE
Premium Audio Distribution Group Inc. shall not be liable for delay, nonperformance, shortage, allocation, cancellation, or failure to deliver resulting from circumstances beyond its reasonable control.
Such circumstances include, without limitation:
acts of God;
fire;
flood;
hurricanes;
severe weather;
earthquakes;
epidemics or pandemics;
war;
terrorism;
civil unrest;
governmental actions;
sanctions;
embargoes;
tariffs;
customs delays;
port congestion;
carrier delays;
transportation interruptions;
manufacturer delays;
labor disputes;
shortages of products, materials, or components;
utility failures;
cyber incidents; and
supply-chain disruptions.
Premium Audio Distribution Group Inc.’s obligations shall be suspended for the duration and reasonable consequences of the applicable event.
23. SUSPENSION OR TERMINATION OF DEALER RELATIONSHIP
Premium Audio Distribution Group Inc. may suspend shipments, reject orders, cancel outstanding unshipped orders, suspend Dealer privileges, or terminate Dealer’s authorized status if Dealer:
fails to make any required payment;
breaches these Terms;
violates manufacturer requirements;
engages in unauthorized marketplace sales;
sells through unauthorized channels;
alters or removes serial numbers;
makes unauthorized representations concerning products or manufacturers;
engages in fraudulent, deceptive, unlawful, or commercially damaging conduct;
becomes insolvent;
ceases conducting business in the ordinary course; or
otherwise creates a material financial, legal, operational, brand, or reputational risk to Premium Audio Distribution Group Inc. or its manufacturer partners.
Termination or suspension does not affect amounts previously owed or obligations that by their nature are intended to survive termination.
24. GOVERNING LAW
These Terms and all orders, invoices, sales, and transactions between Dealer and Premium Audio Distribution Group Inc. shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict-of-laws principles.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
25. EXCLUSIVE JURISDICTION AND VENUE
Dealer irrevocably agrees that any legal action, claim, or proceeding arising out of or relating to these Terms, any product, order, invoice, transaction, or the business relationship between Dealer and Premium Audio Distribution Group Inc. shall be brought exclusively in the applicable state or federal courts having jurisdiction in Cobb County, Georgia.
Dealer consents to the personal jurisdiction of such courts and waives any objection based upon venue, inconvenient forum, or similar grounds to the maximum extent permitted by applicable law.
Notwithstanding the foregoing, Premium Audio Distribution Group Inc. may bring an action to collect amounts owed or seek temporary, injunctive, or protective relief in any jurisdiction in which Dealer or Dealer’s assets are located where permitted by applicable law.
26. WAIVER OF JURY TRIAL
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEALER AND PREMIUM AUDIO DISTRIBUTION GROUP INC. KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, CLAIM, COUNTERCLAIM, OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, ANY PRODUCT, ORDER, INVOICE, TRANSACTION, OR BUSINESS RELATIONSHIP BETWEEN THE PARTIES.
27. CONTRACTUAL LIMITATION PERIOD
To the maximum extent permitted by applicable law, including O.C.G.A. § 11-2-725, any action, claim, or proceeding by Dealer arising from or relating to the sale of products must be commenced within one (1) year after the applicable cause of action accrues.
No provision of this Section shall shorten a limitations period where such shortening is prohibited by applicable law.
28. NO WAIVER
Failure or delay by Premium Audio Distribution Group Inc. in exercising any right or remedy does not constitute a waiver of that right or remedy.
A waiver shall be effective only if expressly made in writing by an authorized representative of Premium Audio Distribution Group Inc.
29. SEVERABILITY
If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent legally permissible and the remaining provisions shall remain in full force and effect.
30. ASSIGNMENT
Dealer may not assign or transfer its rights, obligations, orders, or authorized dealer status without the prior written consent of Premium Audio Distribution Group Inc.
Premium Audio Distribution Group Inc. may assign its rights or obligations to an affiliate, successor, purchaser of substantially all relevant assets, financing party, or successor in interest.
31. ELECTRONIC COMMUNICATIONS
Dealer agrees that quotations, orders, confirmations, invoices, notices, policies, and other business communications may be transmitted electronically.
Electronic acceptance and electronic records shall have the same force and effect as written originals to the extent permitted by applicable law.
32. CHANGES TO THESE TERMS
Premium Audio Distribution Group Inc. may revise these Terms from time to time.
Unless otherwise required by applicable law, revised Terms shall apply prospectively to orders placed after the revised Terms become effective.
The version of the Terms in effect at the time the applicable order is accepted shall govern that transaction unless otherwise agreed in writing.
33. ENTIRE AGREEMENT
These Terms, together with the applicable quotation, accepted order, order confirmation, invoice, manufacturer policies expressly incorporated therein, and any separately executed written dealer agreement, constitute the agreement governing the applicable transaction.
No oral statement or informal correspondence shall modify these Terms.
Any modification applicable to an individual transaction must be made in writing and approved by an authorized representative of Premium Audio Distribution Group Inc.
Premium Audio Distribution Group Inc.
2513 Shallowford Road, Suite 200
Marietta, Georgia 30066
United States
Email: office@premiumadg.com
Terms: https://premiumadg.com/terms