Terms and Conditions of Sale
OTHERWISE EXPRESSLY AGREED IN WRITING, ALL SALES ARE SUBJECT TO THE FOLLOWING
TERMS AND CONDITIONS:
GasDetectorSales.com (“Seller”) hereby offers for sale to the buyer (“Buyer”) GasDetectorSales.com
products (the “Products”) on the express condition that Buyer agrees to accept
and be bound by the terms and conditions set forth herein. Any provisions
contained in any document issued by Buyer are expressly rejected and if the
terms and conditions in this Agreement differ from the terms of Buyer’s offer,
this document shall be construed as a counter offer and shall not be effective
as an acceptance of Buyer’s document. Buyer’s receipt of Products or Seller’s
commencement of the services provided hereunder will constitute Buyer’s
acceptance of this Agreement. This is the complete and exclusive statement of
the contract between Seller and Buyer with respect to Buyer’s purchase of the
Products. No waiver, consent, modification, amendment or change of the terms
contained herein shall be binding unless in writing and signed by Seller and
Buyer. Seller’s failure to object to terms contained in any subsequent
communication from Buyer will not be a waiver or modification of the terms set
forth herein. All orders are subject to acceptance in writing by an authorized
representative of Seller.
All prices published by Seller or quoted by Seller’s representatives may be
changed at any time without notice unless otherwise set forth in writing by
Seller. All prices quoted by Seller or Seller’s representatives are valid for
thirty (30) days, unless otherwise stated in writing. All prices for the
Products will be as specified by Seller or, if no price has been specified or
quoted, will be Seller’s price in effect at the time of shipment. All prices
are subject to adjustment on account of changes in specifications, quantities
or shipment arrangements, increases in the cost of raw materials or cost of
production, or other terms or conditions which are not part of Seller’s original
price quotation. Seller may refuse to sell to a Buyer for any reason. If Seller refuses an order, the Buyer will be notified in writing within 2 weeks of placing the order.
3. TAXES AND OTHER CHARGES.
Prices for the Products exclude all sales, value added and other taxes and
duties imposed with respect to the sale, delivery, or use of any Products
covered hereby, all of which taxes and duties must by paid by Buyer. If Buyer
claims any exemption, Buyer must provide a valid, signed certificate or letter
of exemption for each respective jurisdiction.
4.PAYMENT METHODS & TERMSGasDetectorSales.com accepts MasterCard, VISA, American Express, Discover, PayPal®. Payment terms do not apply to credit card payments. Payment in full is due at the time of order when using credit cards. The Company reserves the right to require payment in full, prior to shipment of any ordered products. All prices are in United States dollars (US$). All payments must be in United States dollars (US$). Prices listed on this site may be subject to change without notice.
5. DELIVERY; CANCELLATION OR CHANGES BY BUYER.
The Products will be shipped to the destination specified by Buyer, F.O.B. Seller’s shipping point. Seller will have the right, at its election, to make partial shipments of the Products and to invoice each shipment separately. Seller reserves the right to stop delivery of Products in transit and to withhold shipments in whole or in part if Buyer fails to make any payment to Seller when due or otherwise fails to perform its obligations hereunder. All shipping dates are approximate only, and Seller will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller’s reasonable control. In the event of a delay due to any cause beyond Seller’s reasonable control, Seller reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay. Products as to which delivery is delayed due to any cause within Buyer’s control may be placed in storage by Seller at Buyer’s risk and expense and for Buyer’s account. Orders placed by Buyer with Seller may not be canceled after shipment except upon Seller’s written consent, and subject to Buyer’s acceptance of Seller’s cancellation and/or restocking charges that shall protect Seller against costs and expenses associated with such cancellation. Seller reserves the right to cancel any sale hereunder without liability to Buyer (except for refund of monies already paid) if the manufacture or sale of the subject Product is or becomes technically or economically impractical or if the manufacturer ceases to manufacture the Product for any other reason.
6. By Buyer.
Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer, its agents, employees, representatives or contractors; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller’s compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller without Seller’s prior written approval.
With respect to any software products incorporated in or forming a part of the Products hereunder, Seller and Buyer intend and agree that such software products are being licensed and not sold, and that the words “purchase”, “sell” or similar or derivative words are understood and agreed to mean “license”, and that the word “Buyer” or similar or derivative words are understood and agreed to mean “licensee”. Notwithstanding anything to the contrary contained herein, Seller or its licensor, as the case may be, retains all rights and interest in software products provided hereunder.
Seller hereby grants to Buyer a royalty-free, non-exclusive, nontransferable license, without power to sublicense, to use software provided hereunder solely for Buyer’s own internal business purposes on the hardware products provided hereunder and to use the related documentation solely for Buyer’s own internal business purposes. This license terminates when Buyer’s lawful possession of the hardware products provided hereunder ceases, unless earlier terminated as provided herein. Buyer agrees to hold in confidence and not to sell, transfer, license, loan or otherwise make available in any form to third parties the software products and related documentation provided hereunder. Buyer may not disassemble, decompile or reverse engineer, copy, modify, enhance or otherwise change or supplement the software products provided hereunder without Seller’s prior written consent. Seller will be entitled to terminate this license if Buyer fails to comply with any term or condition herein. Buyer agrees, upon termination of this license, immediately to return to Seller all software products and related documentation provided hereunder and all copies and portions thereof.
Certain of the software products provided by Seller may be owned by one or more third parties and licensed to Seller. Accordingly, Seller and Buyer agree that such third parties retain ownership of and title to such software products. The warranty and indemnification provisions set forth herein shall not apply to software products owned by third parties and provided hereunder.
7.1 SITE CONTENTSAll materials, including images, text, illustrations, designs, icons, photographs, and written and other materials that are part of this Site (collectively, the "Contents") are intended solely for personal, non-commercial use. You may download or copy the Contents and other downloadable materials displayed on this Site for the sole purpose of placing an order with the Company or for purchasing GasDetectorSale.com products only. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Contents, the Site, or any related software. All software used on this Site is the property of the Company or its suppliers and is protected by U.S. and international copyright laws. The Contents and software on this Site may be used only as a shopping resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance of the Contents on this Site is strictly prohibited.
8. WARRANTY. Products purchased from seller may carry their own manufacture warranty. If an item needs to be repaired or replaced under warranty the seller will arrange for the item to be returned to the manufacture No Product may be returned except under warranty and with the prior written approval of Seller as evidenced by a Return Materials Authorization (RMA).
9. LIMITATION OF LIABILITY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF SELLER UNDER THESE TERMS AND CONDITIONS (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, INDEMNIFICATION, OR OTHERWISE, BUT EXCLUDING LIABILITY OF SELLER FOR BREACH OF WARRANTY (THE SOLE REMEDY FOR WHICH SHALL BE AS PROVIDED UNDER SECTION 8 ABOVE)) SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL PURCHASE PRICE THERETOFORE PAID BY BUYER TO SELLER WITH RESPECT TO THE PRODUCT(S) GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF GOODWILL), REGARDLESS OF WHETHER SELLER (a) HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR (b) IS NEGLIGENT.
10. EXPORT RESTRICTIONS.
Buyer acknowledges that each Product and any related software and technology, including technical information supplied by Seller or contained in documents (collectively “Items”), is subject to export controls of the U.S. government. The export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. Buyer shall comply with the EAR and all other applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any Item. Buyer shall not, without first obtaining the required license to do so from the appropriate U.S. government agency; (i) export or re-export any Item, or (ii) export, re-export, distribute or supply any Item to any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government. Buyer shall cooperate fully with Seller in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold Seller harmless from, or in connection with, any violation of this Section by Buyer or its employees, consultants, agents, or customers.
11. PRODUCTION AND SHIPPING DATES.
Shipment dates are subject to delays due to acts of God or public enemy, fires, severe weather, strikes and labor shortages, delays caused by governments (including government priority, preference or allocation), delays of suppliers in furnishing materials or services, and any othercauses beyond Seller’s control. Buyer will reimburse Seller for all costs incurred by Seller due to any delay caused by Buyer (which may include processing fees for rescheduling, storage charges or escalation fees in the event that a shipment is to be delivered in a calendar year other than the year in which the Products were originally scheduled for delivery), Buyer’s agents, Buyer’s customers or any other entity working in conjunction with Buyer upon presentation of reasonable supporting documentation. Once established, shipping dates are estimates and are not guaranteed. Seller will use commercially reasonable efforts to make shipments as scheduled and reserves the right to make partial shipments.
For any Products that are not installed by Seller, Buyer must inventory and inspect such Products within five (5) calendar days of receipt. If any damage is discovered, Buyer is responsible for filing any and all claim(s) with the carrier unless Seller in writing otherwise agrees to do so. Buyer shall not file warranty claims for damages incurred in shipping and handling.
Seller reserves the right to discontinue the manufacture of, or to change or modify the design or construction of the Products sold, without incurring any obligation to Buyer.
14. DRAWINGS AND ILLUSTRATIONS.
Unless otherwise agreed to in writing by Seller, any drawings, illustrations, photographs, descriptions, specifications, and particulars of weights and dimensions provided are only for the purpose of showing the general style, arrangement, and approximate dimensions of the Products offered. No work is to be based on drawings unless the drawings are certified and agreed to by an authorized representative of Seller. In no event will Seller supply manufacturing or proprietary drawings.
Buyer agrees to indemnify, defend, and hold Seller harmless against any loss, damage, expense, claim and any other cost or liability (including, but not limited to, fines and penalties to the extent permitted by law, clean-up or other remedial or containment costs, or legal, technical or other professional fees) arising as a result of any pollution, contamination, or other loss or damage to the environment or natural resources attributable to the act or omission of Buyer or its employees, agents or customers which arises in connection with any Product or service provided by Seller.
16. CONFIRMING ORDERS.
Buyer shall not send a confirming order unless its ordering system requires one. Buyer must state any special conditions that are on its confirming order when it first places its order with Seller. Buyer shall mark confirming orders clearly to prevent duplication. A restocking fee may be charged for return of duplicate shipments.
Certain items throughout Seller’s website are available at discounted prices when Buyer orders them in quantity. Note: These discounts may not apply to orders being shipped outside of the United States or Canada.
(a) Buyer may not delegate any duties nor assign any rights or claims hereunder without Seller’s prior written consent, and any such attempted delegation or assignment shall be void. (b) The rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Seller’s manufacturing location, or if Seller is not the manufacturer of the Product, then the laws of the State of Seller’s principal place of business, without reference to its choice of law provisions. Each party hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts located in the county and state of Seller’s manufacturing location, or if Seller is not the manufacturer of the Product, then the laws of the State of Seller’s principal place of business, in any action arising out of or relating to this Agreement and waives any other venue to which it may be entitled by domicile or otherwise. (c) In the event of any legal proceeding between the Seller and Buyer relating to this Agreement, neither party may claim the right to a trial by jury, and both parties waive any right they may have under applicable law or otherwise to a right to a trial by jury. Any action arising under this Agreement must be brought within one (1) year from the date that the cause of action arose. (d) The application to this Agreement of the U.N. Convention on Contracts for the International Sale of Goods is hereby expressly excluded. (e) In the event that any one or more provisions contained herein shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall remain in full force and effect, unless the revision materially changes the bargain. (f) Seller’s failure to enforce, or Seller’s waiver of a breach of, any provision contained herein shall not constitute a waiver of any other breach or of such provision. (g) Buyer agrees that all pricing, discounts and technical information that Seller provides to Buyer are the confidential and proprietary information of Seller. Buyer agrees that all drawings, prints and other technical material that Seller provides to Buyer, whether prepared by Seller or by third parties under contract to Seller, may contain data that embody trade secrets and confidential know-how of commercial value to Seller or third parties under contract to Seller. Buyer agrees to (1) keep such information confidential and not disclose such information to any third party, and (2) use such information solely for Buyer’s internal purposes and in connection with the Products supplied hereunder. Nothing herein shall restrict the use of information available to the general public. (h) Any notice or communication required or permitted hereunder shall be in writing and shall be deemed received when personally delivered or three (3) business days after being sent by certified mail, postage prepaid, to a party at the address specified herein or at such other address as either party may from time to time designate to the other.