Terms and Conditions
Version 1.0 (updated 07/17/24)
THIS PRODUCT QUOTE (“CONTRACT”) SETS FORTH THE TERMS AND CONDITIONS FOR THE SALE BY SLOAN SECURITY GROUP, INC (“SSG”) TO THE BUYER SPECIFIED HEREIN (“BUYER”) OF THE PRODUCTS SPECIFIED ABOVE (THE “PRODUCTS”). THIS CONTRACT DOES NOT CONSTITUTE THE ACCEPTANCE OF ANY OFFER BY BUYER, WHETHER ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO ANY PURCHASE ORDER, LETTER, E-MAIL, MEMO, OR ANY OTHER FORM. SALES OF THE PRODUCTS ARE LIMITED SOLELY TO THIS CONTRACT.
[GS7]
1. Acceptance of Contract. Buyer acknowledges that this Contract, and any additional Buyer orders accepted by SSG hereunder, are firm and non-cancelable. Buyer accepts these terms and conditions when the first of the following occurs: Buyer (a) signs or makes a written acceptance of this Contract; (b) authorizes production or shipment of any part of the Products; or c) accepts SSG’S Product submittals[GS8]. Acceptance is expressly limited to all terms and conditions hereof without any addition, modification or exception, and SSG expressly rejects any additional or inconsistent terms, conditions, contingencies or covenants previously or hereafter proposed by Buyer. This Contract, when accepted by SSG at its corporate offices in Boise, ID, constitutes the entire agreement between SSG and Buyer, superseding any prior agreement or understanding between the parties with respect to the subject matter hereof.
2. Shipment and Delivery. SSG shall deliver all shipments of products F.O.B Origin. Title and risk of loss to Products pass to Buyer upon SSG’s tender of the Products to the carrier. Any loss or damage after that tender does not relieve Buyer from any obligation under the Contract. Buyer is responsible for all costs of insurance, transportation, taxes, import duties, licenses, clearance required at any port of entry or destination, and any other cost directly or indirectly related to the Buyer’s purchase from SSG. The Buyer is responsible for loading and[GS9] unloading the Product with its own equipment when receiving the ordered products. The parties agree that the shipment and delivery time is approximate and subject to change. SSG shall not be liable for any loss or expense, whether by way of contract or tort (consequential or otherwise), incurred by Buyer if SSG fails to meet the specified estimated delivery schedule. SSG shall use commercially reasonable efforts to provide Buyer with notice of any anticipated delays. If the Buyer picks up the goods ordered at the approval of SSG, SSG’s obligations are fulfilled on the date of pickup. All costs related to picking up the Products are the responsibility of the Buyer. The Buyer will have 15 days to take possession of the goods ordered once SSG provides notification that they are ready. The Buyer becomes responsible for all the risks associated with the loss, total or partial, as soon as they take possession of the goods ordered.
3. Acceptance of Products. Buyer shall inspect and accept or reject the Products immediately upon delivery. Unless Buyer provides written notice to SSG within 10 business days following delivery of any claim that the Products are of insufficient quantity, do not conform to the agreed upon terms, or contain material defects, the Products shall be deemed to conform to the Contract and Buyer shall be deemed to have accepted the Products. Buyer’s sole remedy for short deliveries is for SSG to deliver the undelivered quantity of Products, and Buyer’s sole remedy with respect to any defective Products shall be the repair or replacement of the defective Products by SSG. Buyer acknowledges and agrees that the remedies set forth in this Contract are Buyer’s sole and exclusive remedies for the delivery of Products of insufficient quantity or of defective Products. Except as provided in this Contract, Buyer has no right to return Products purchased from SSG unless agreed to in writing. The Buyer agrees that in the event of a return, a restocking fee of 30% of total Contract price is payable to SSG in addition to all fees identified in ‘2. Shipment and Delivery’. In the event of a cancellation after acceptance of Contract, a cancellation fee of 15% of total Contract price is due and payable to SSG from Buyer.
4. Installation. The client agrees to install the Products delivered in accordance with the specifications of SSG. Buyer will be responsible for operation of Products, including, but not limited to, obtaining all use and export permits, building permits, licenses, certificates and the like, required by any regulatory body for installation and use of the Products. If Buyer wishes for SSG to install any Products purchased hereunder, the terms and conditions of installation shall be set forth in a separate agreement.
5. Storage costs. The parties agree that if SSG must store the goods ordered for more than fifteen (15) days, a monthly storage fee of 10% of the value of the order is payable by the Buyer.
6. Payment Terms. For all Products, Buyer shall pay SSG Quoted price which may include, without limitation, costs appropriate to manufacture the Products specified in the Contract (collectively, the “Purchase Price”). Buyer shall pay SSG 50% of the Purchase Price within 10 days following Contract acceptance (as defined in ‘1. Acceptance of Contract’). Buyer shall pay SSG the remaining 50% of the Purchase Price within 15 days of invoice date, but no later than the date that Products ship. If any invoice for Products remains unpaid 15 days after the date on which payment was due, SSG shall be entitled (without notice and without limitation of any other rights of SSG) to charge interest on the unpaid balance from the date due at a rate equal to the lesser of: (i) 1.5% per month; or (ii) the maximum rate permitted by applicable law. If any outstanding balance remains unpaid 15 days after the date on which payment was due, SSG may, without limiting any of its other rights and remedies, suspend the manufacturing or delivery of any or all Products or any other products ordered by Buyer or its affiliates. Buyer shall reimburse SSG for all costs and expenses of collection, including, without limitation, reasonable attorneys’ fees, if any amounts owed by SSG are subject to collection. If Buyer has a dispute regarding any invoice, Buyer must inform SSG within 10 business days after receipt of the invoice in writing regarding the nature of the dispute. Buyer shall nonetheless pay all undisputed amounts as provided in these Terms and Conditions.
7. Taxes and Similar Charges. The Purchase Price set forth in the Contract is exclusive of all taxes, including, without limitation, federal, state and local excise, sales, use and other taxes, now or hereafter levied or imposed on the sale, delivery or use of Products, and Buyer shall be solely liable for, and shall pay, all such taxes, regardless of whether included on any invoice. The lack of any such tax or charge on the invoice or Contract shall not affect Buyer’s tax liability.
8. Disclaimer and Limitation of Liability.
EACH PRODUCT IS PROVIDED ON AN “AS IS” BASIS. SSG DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, ORAL, IMPLIED OR STATUTORY, WITH RESPECT TO ANY PRODUCT, AND SSG SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY WITH RESPECT TO EACH PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF QUALITY, COMPLETENESS, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. SSG DOES NOT ASSUME ANY OTHER OBLIGATION OR RESPONSIBILITY WITH RESPECT TO THE PRODUCTS, AND SSG HAS NOT AUTHORIZED ANY PERSON TO ASSUME ANY OTHER OBLIGATION OR RESPONSIBILITY ON ITS BEHALF.[HV10] [GS11]
TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL SSG, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OR EMPLOYEES BE LIABLE TO BUYER OR ANY OTHER PERSON FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR ENHANCED DAMAGES ARISING OUT OF THIS CONTRACT OR ANY PRODUCT, INCLUDING BUYER’S COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, INABILITY TO OBTAIN SUBSTITUTE GOODS, DELAY, WORK STOPPAGE, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, OR LOSS OF PROFIT DAMAGES OF ANY KIND OR NATURE WHATSOEVER, EVEN IF SSG IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE FOREGOING DAMAGES ARE BASED ON DEFECTS IN THE PRODUCTS, NEGLIGENCE (INCLUDING GROSS NEGLIGENCE) OR OTHER TORT, WARRANTY, CONTRACT, INDEMNITY, BREACH OF ANY PROMISE, STRICT LIABILITY OR OTHERWISE. THE MAXIMUM LIABILITY, IF ANY, OF SSG, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES FOR ALL DIRECT DAMAGES RESULTING FROM ANY PRODUCT AND SSG’S OBLIGATIONS UNDER THIS CONTRACT SHALL NOT EXCEED THE TOTAL PURCHASE PRICE PAID TO SSG WITH RESPECT TO THE APPLICABLE PRODUCTS.
9. INDEMNITY: Buyer shall indemnify, defend and hold harmless SSG, its affiliates, officers, directors, employees, suppliers, and agents (“SSG Indemnified Parties”), from and against any and all third-party claims, and all costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) incurred in connection with those third-party claims in any way arising out of, resulting from or relating to: (a) SSG’s production of any Product in conformity with the specifications in the Contract; or (b) Buyer’s use of any Products, including death, personal injury, damage to property, or damage to the environment. If Buyer fails to indemnify a SSG Indemnified Party as required by this Contract, then Buyer shall pay for any damages (including reasonable attorneys’ fees), claims, losses, fees, expenses and costs incurred by the SSG Indemnified Party in enforcing the terms of this Contract.
10. NONDISCLOSURE OF CONFIDENTIAL INFORMATION: All proprietary designs[HV12] [LK13] , drawings, and other information submitted by one party to the other party and identified as “Confidential,” “Proprietary,” or similar are the disclosing party’s confidential information. The recipient shall not use or disclose that confidential information except as needed to fulfill its obligations or exercise its rights under this Contract. The foregoing restrictions shall not apply to: (a) information within the legitimate possession of the receiving party without an obligation of nondisclosure before receipt of the information from the disclosing party (or an affiliate of the disclosing party); (b) information that is, at the time of disclosure by the disclosing party, then in the public domain or thereafter comes into the public domain through no fault of the receiving party; (c) information that is obtained by the receiving party from a third party with legitimate possession thereof and the unrestricted right to make that disclosure; or (d) information ordered to be disclosed by a court of competent jurisdiction or other government agency with appropriate legal authority, provided the receiving party first notifies the disclosing party in writing as soon as reasonably possible and before disclosing any such information, and reasonably cooperates with the disclosing party if the disclosing party elects to contest the ordered disclosure or obtain confidential treatment of the information to be disclosed.
11. COMPLIANCE WITH LAWS:
Buyer shall comply with all laws, regulations and ordinances applicable to its business and purchase and use of Products. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Contract, and purchase, use and install Products. Buyer shall comply with all export and import laws of all countries involved in the sale of the Products under this Contract or any resale of the Products by Buyer. Buyer assumes all responsibility for shipments of Products requiring any government import clearance. SSG may terminate this Contract and any outstanding Purchase Orders if any governmental authority imposes antidumping, tariff, or countervailing duties or any other penalties on the Products.
12. TERMINATION:
In addition to any remedies that may be provided under this Contract, SSG may terminate this Contract with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Contract and that failure continues for 30 days after Buyer’s receipt of written notice of nonpayment; (b) has not otherwise performed or complied with any provision of this Contract, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. Unless otherwise specified in the notice of termination, termination of this Contract terminates all outstanding Purchase Orders and Product Quotes.
13. MISCELLANEOUS:
(a) Independent Contractors. The parties are independent contractors. Neither party has any power to bind the other or to create any obligation on behalf of the other.
(b) Promotional Matters. SSG may issue press releases and other marketing and promotional material describing the relationship created by this Contract and the purchase of the Products by Buyer, including displaying the Products provided to Buyer as examples of the product offerings available from SSG. In connection with the production of the Products hereunder, Buyer hereby grants SSG the right to use Buyer’s name and trademarks in any advertising and publicity materials of SSG identifying Buyer as a customer of SSG.
(c) Governing Law; Dispute Resolution. This Contract shall be governed by, and construed in accordance with, the laws of the State of Idaho without giving effect to any choice or conflict of laws provision or rule that would cause the application of the laws of any jurisdiction other than the State of Idaho. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any sale or purchase of Products. SSG, in its sole discretion, may elect to bring an action against Buyer in: (i) the jurisdiction covering Buyer’s principal place of business or in any jurisdiction in which any assets of Buyer may be found; or (ii) any federal or state court in Ada County in the State of Idaho. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS CONTRACT.
(d) Force Majeure. SSG shall not be deemed to be in default or in breach of this Contract, or otherwise liable to Buyer or any third party in any way, for any interruption, disruption, delay or failure in the performance of its obligations under this Contract that results directly or indirectly from any cause or circumstance beyond its reasonable control, including, but not limited to, acts of God, war or warlike conditions, terrorism, riots, embargoes, acts of civil or military authority, fire, pandemics, flood, accidents, strikes or labor shortages, sabotage, delays or failures of transportation equipment or facilities, or shortages of fuel or materials.
(e) Severability; Waiver. If any term or condition of this Contract is held to be invalid or unenforceable, the remaining terms and conditions will remain in full force and effect and are enforceable to the maximum extent permitted by law. The failure of either party to enforce any provision of this Contract is not a waiver of that provision or of the right to enforce it later.
(f) Survival of Provisions. The following provisions survive the termination of this Contract for any reason: Sections 3 (Acceptance of Products), 4 (Installation), 5 (Storage Costs), 6 (Payment Terms), 7 (Taxes), 8 (Disclaimer; Limitations of Liability), 9 (Indemnity), 10 (Nondisclosure of Confidential Information), 11 (Compliance with Laws), and 13 (Miscellaneous).
(g) Amendment; Assignment. This Contract may not be amended or otherwise modified except by a writing signed by both parties. Buyer may not assign or otherwise transfer this Contract or any of its rights or obligations hereunder to any other person or entity without SSG’s express prior written consent.
(h) Third Party Beneficiaries. This Contract is not intended to benefit any third party or create any third-party beneficiary rights; however, all SSG Indemnified Parties are intended third-party beneficiaries of this Contract.
(i) Entire Agreement. This Contract constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior agreements and understandings on that subject.