ANY DIFFERENT OR ADDITIONAL TERM PROPOSED BY BUYER IN ANY PURCHASE ORDER OR OTHERWISE IS HEREBY OBJECTED TO. THIS IS NOT AN ACCEPTANCE OF ANY PRIOR OFFER, NOR IS IT A CONFIRMATION OF ANY PRIOR ORAL DISCUSSION.
Protegis Fire & Safety, herein referred to as the "Company," will sell to the Buyer the products and perform the services described in its quotation, subject, however, to the following terms and conditions:
ACCEPTANCE: Acceptance by the Company of Buyer's order is expressly conditioned upon Buyer's agreement to all of the terms and conditions set forth herein and any inconsistent or additional terms contained in the Buyer's purchase order, purchase contract or other document are hereby rejected unless expressly accepted in writing by the Company within ten (10) days after its receipt of such order, contract or document. The terms, conditions, specifications and quantities as stated in the Company’s quotation shall not be modified other than in a writing executed on behalf of the Buyer and the Company.
PRICES AND TAXES: The prices quoted by the Company will remain firm for a period of sixty (60) days, after which period the Company may change the same without notice. Therefore, if the placing of an order has been delayed beyond such time, Buyer should obtain confirmation of prices prior to submitting an order. The prices quoted do not include any unforeseen repairs, maintenance, parts, installation, or fees unless specifically stated in the quotation. Anything additional will be billed at current rates.
Unless otherwise stated herein, prices quoted are F.O.B. ship point. The amount of any local, State or Federal tax levied on the products referred to herein, including, but not limited to, sales taxes, shall be added to the amount paid by and remain the sole responsibility of the Buyer. All invoices are payable C.O.D. or net thirty (30) days with approved credit. All invoices not paid in accordance with the terms of payment herein stated shall bear interest from the due date at the rate of 1.5% per month (18% per annum). Company reserves the right to revise the above payment terms if at any time Company, acting in its sole discretion, deems the credit worthiness of Buyer to be in question.
COMPLETION AND STORAGE. Any dates or schedules which may be specified for completion have been stated only approximately and are estimated from the date of receipt of Buyer’s specifications and other information reasonably requested by Company in order to proceed with the process and Company shall not incur any liability, either direct or indirect, nor shall any order be cancelled, because or as a result of any delays in meeting such dates or schedules.
EQUIPMENT: Any equipment which the Company constructs or acquires for its use in providing the products and/or services described in the quotation shall be and remain property of the Company. The Company shall not have any indemnification obligation to Buyer with respect to loss or damage incurred as a result of the use of any tools and equipment furnished Buyer. Further, Company shall not be required to maintain and repair this equipment nor maintain insurance covering this equipment and Buyer assumes all risk of loss with respect to the equipment supplied to Company.
SHIPMENT AND RISKS OF LOSS: Company reserves the right to select the manner and route of shipment unless otherwise directed by Buyer in writing not less than 10 days prior to shipment. If the manner or route designated by Buyer is more expensive than that Company would otherwise use, Company reserves the right to ship collect despite any term on the face hereof providing for prepayment of shipping costs. Whatever the price or delivery term, risk of loss shall pass to Buyer from and after Company’s delivery to the first carrier or shipper. Shipments delayed at Buyer’s request shall be held at Buyer’s risk and subject to Company’s reasonable storage charges.
FORCE MAJEURE: The Company shall in no event be responsible or liable for any delays or failures in manufacture, delivery or service due to any cause or condition beyond the control of the Company, including, without limiting the generality of the foregoing, strikes or other labor difficulties, fire, floods, inability to secure transportation facilities, actions of the elements, shortage of materials or equipment, riots or other civil commotion, and war.
WARRANTY: The Company will, at the Company’s choice, either repair the defective workmanship or refund the price of the service for any products or services which fail to meet the applicable specifications within forty-five (45) days from date of completion, and with respect to products, upon return of the same at Buyer's expense, provided that the Company's warranty shall extend only to the original purchaser from the Company, provided further Buyer notifies Company in writing within fifteen (15) days after Buyer is aware of any such defect, and provided, finally, that the Company shall in no event be responsible for the cost of labor or other charges incurred by Buyer in connection with returning any of the products to the Company for replacement. No returns shall be made without prior written consent of the Company.
EXCLUSION OF OTHER WARRANTIES: EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THERE ARE NO WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WHICH APPLY TO THE PRODUCTS. NO WARRANTIES OR REPRESENTATIONS AT ANY TIME MADE BY ANY REPRESENTATIVE OF THE COMPANY SHALL BE EFFECTIVE TO VARY OR EXPAND THE ABOVE-REFERENCED EXPRESS WARRANTY OR OTHER TERMS HEREOF.
LIABILITY LIMITATION: In no event shall the Company be liable to the Buyer or to any third party for consequential, incidental or special damages resulting from or in any manner related to the services and/or products, their design, use, or any inability to use the same, including, without limitation, damages arising out of or in any manner relating to the delivery of the products or any delay with respect to their delivery, it being understood that the sole and exclusive remedy of the Buyer or any third party shall be either the repair of the defective workmanship or refund of the price of the service pursuant to the "WARRANTY" provisions hereinabove contained. Should the products prove so defective, however, as to preclude the remedying of warranted defects by replacement, the Buyer's sole and exclusive remedy shall be the refund of the purchase price upon its return of the products to the Company.
INDEMNIFICATION. Buyer shall release, hold harmless, indemnify, and defend the Company from and against any loss, liability, claims, suits, and cost caused by the, or arising out of, or relating to, the design of the products and/or services supplied hereunder or the design of containers or packages in which they are shipped.
CANCELLATION OR CHANGES OF ORDERS: No orders may be withdrawn or cancelled by the Buyer, nor may they be deferred when ready, unless the Company shall first be paid a cancellation or deferral charge of a reasonable amount acceptable to the Company. In the event Buyer shall request changes in its order after receipt thereof by the Company, it shall be responsible for all charges reasonably assessed by the Company with respect to such changes.
NO PROTECTION FROM CLAIM OF INFRINGEMENT: The Company makes no representation or warranty that the delivery or subsequent use of the products ordered shall be free of the claim of any third party by way of infringement.
APPLICABLE LAW: The terms and conditions applicable to the transaction provided for herein shall be determined and construed in accordance with, and shall be governed by, the laws of the State of Ohio and Buyer and the Company agree to submit to the jurisdiction of the appropriate State or Federal Court within Ohio for purposes of resolving any dispute or claim arising in connection with said transaction. No modification or waiver of these Terms and Conditions shall be binding upon Company unless set forth in a writing signed by one of Company’s officers. Without limiting the generality of the foregoing, additional or different provisions in Buyer’s purchase order or any other communication from Buyer shall not be effective to vary these Terms and Conditions. Section headings have been inserted only for convenience and shall not amplify, limit or otherwise affect the interpretation of any provisions hereof. There are no other oral Agreements or Warranties collateral to or affecting this Agreement.