Rescue GSM, Inc
Terms and Conditions of Sale
- General: The terms and conditions set forth on any purchase order issued by Buyer. All sales by Rescue GSM, Inc.(“Seller”), are expressly conditioned by and under these terms and conditions (The “Terms”). These Terms may in some instances differ with those affixed to Buyer’s purchase order or other documents, if so, any additional terms or terms conflicting with these Terms will not apply and are expressly rejected unless specifically set forth in a separate written agreement between the parties. Acceptance of Buyer’s order is expressly conditioned upon Buyer’s acceptance of or assent to these Terms, which shall be established by a written acknowledgment, by implication, or by acceptance or payment for products ordered hereunder. Seller’s failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of these Terms. Any changes in these Terms must specifically be agreed to in writing and signed by an officer of Seller before becoming binding. Receipt by Buyer of any products sold hereunder shall be conclusively deemed acceptance of these Terms.
- Shipment: All shipments are made FOB Origin unless otherwise specified. Title to products and risk of loss pass to Buyer upon shipment from Seller’s warehouse. Buyer agrees to purchase any-and-all insurance it deems necessary to indemnify it against any loss in shipping. Buyer assumes all risk of loss in shipping and all liability for loss or damage, whether direct, indirect, consequential or otherwise, due to delays once the products have been delivered to the carrier. Buyer will comply with all applicable laws, regulations and ordinances of any governmental authority in any country having proper jurisdiction, including, without limitation, those laws of the United States or other countries that regulate the import or export of the goods provided by Seller and shall obtain all necessary import/export licenses in connection with any subsequent import, export, re-export, transfer, and use of all goods, technology and software purchases, licensed and received from Seller. Unless otherwise mutually agreed in writing, Buyer agrees that it will not use the goods in connection with any activity involving terrorism, riots, nuclear fission or fusion, any use or handling of any nuclear material, or any nuclear, chemical or biological weapons.
- Damages in Shipment: Damages in Shipment: Even though title and risk of loss pass when merchandise is shipped, we will assist you if merchandise is verified as damaged in transit. If this occurs, please take the following action: Do not accept a visibly damaged product until the person making the delivery has endorsed the air bill/bill of lading with a statement of the extent of the damage and file the freight claim at the time of delivery. If damage is concealed and found after unpacking, retain all packing material and immediately call us. Concealed damage must be reported within 24 hours from time of receipt of shipment. Notify us immediately of damages so that we can provide you with assistance on the claim with the freight carrier. When calling, please have the sales order number at hand. Please send us copies of all air bills/bills of lading and inspection reports.
- Delivery: Seller shall not be responsible for loss, damage, delay or failure with respect to the products if due to or arising from shortage of raw materials, fires, labor troubles of any kind, accidents, breakdown of machinery, government acts of any kind, pandemics, failure of manufacturers, subcontractors or suppliers to deliver materials or supplies or to provide services as agreed or contemplated by past dealings, transportation difficulties of any kind, acts of God, acts of Buyer or anything reasonably beyond Seller’s control, whether or not presently occurring or contemplated by either party. Seller shall not be liable for damages, general, consequential or otherwise, or for failure to give notice of any delay until it shall have such additional time within
which to deliver the products as may be reasonably necessary under the circumstances and shall have the right to apportion its inventory among its customers in such a manner as it considers acceptable. Seller shall also have the right to deliver the products in installments. Seller may terminate or suspend an order if there is a material breach by Buyer and Buyer fails to begin a cure within 10 calendar days after receipt of written notice.
- Limited Warranty and Limitations: THERE ARE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS OR IMPLIED, OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. IN NO CASE SHALL SELLER BE LIABLE TO ANYONE FOR ANY PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR BREACH OF THIS OR ANY OTHER REPRESENTATION, WARRANTY OR CONDITION, EXPRESS OR IMPLIED, OR UPON ANY OTHER BASIS OF LIABILITY WHATSOEVER, EVEN IF THE LOSS OR DAMAGE IS CAUSED BY ITS OWN NEGLIGENCE OR FAULT AND EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. Seller does not represent that the products it manufactures or it sells may not be compromised or circumvented; that the products will prevent any personal injury or property loss by burglary, robbery, fire or otherwise, or that the products will in all cases provide adequate warning or protection. Buyer understands and will cause its customers to understand that a properly installed and maintained life safety communications system may only reduce the risk of injury, burglary, robbery or fire without warning, but it is not insurance or a guarantee that such will not occur or will not cause or lead to personal injury or property loss. CONSEQUENTLY, SELLER SHALL HAVE NO LIABILITY FOR ANY PERSONAL INJURY, PROPERTY DAMAGE OR OTHER LOSS BASED ON ANY CLAIM AT ALL INCLUDING A CLAIM THE PRODUCT FAILED TO GIVE WARNING. HOWEVER, IF SELLER IS HELD LIABLE WHETHER DIRECTLY OR INDIRECTLY FOR ANY LOSS OR DAMAGE WITH RESPECT TO THE PRODUCTS IT SELLS, REGARDLESS OF CAUSE OF ORIGIN, ITS MAXIMUM LIABILITY SHALL NOT IN ANY CASE EXCEED THE PURCHASE PRICE OF THE PRODUCT UNDER THE SPECIFIC ORDER, WHICH SHALL BE FIXED AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, AND SHALL BE THE COMPLETE AND EXCLUSIVE REMEDY AGAINST SELLER.
- Limitation on Liability to Buyer’s Customers
Buyer agrees to limit liability to its customers to the fullest extent permitted by law. Buyer acknowledges that Seller shall only be deemed to give consumers of its products such statutory warranties as may be required by law and at no time shall Buyer represent to its customers and or users of Seller’s products that Seller provides any additional warranties (except as may be specifically provided herein with respect to products manufactured by Seller). By accepting the products, to the fullest extent permitted by law, Buyer assumes all liability for, and agrees to indemnify and hold Seller harmless against and defend Seller from, any and all suits, claims, demands, causes of action and judgments relating damages, whether for personal injury or to personal property, suffered by any person, firm, corporation or business association, including but not limited to, Buyer’s customers and/or users of the products because of any failure of the products to detect, communicate and/or warn of the danger for which the products were designed or any other failure of the products whether or not such damages are caused or contributed to by the sole or joint concurring negligence of Seller.
- Confidential Information
Confidential Information means any non-public information of a party, such as proprietary technology, trade secrets, know-how, methods of operations, marketing data and sales programs, market studies and trends, financial information, pricing policies, vendor and customer lists, buying patterns, Point of Sales reports and other information relating to the business, products, purchases or sales of a party or any of its suppliers or customers. Buyer acknowledges and agrees that Seller may use Buyer’s Confidential Information to perform its obligations under these terms and conditions as they apply to the current or contemplated business relationship, and may disclose such information to persons on a need to know basis to perform such obligations, provided such persons are bound by written confidentiality restrictions no less stringent than those contained herein. In compliance with applicable data protection laws and regulations, Seller may use data collected, generated, processed or transmitted by or through products, or data provided by Buyer regarding the operation or performance of products, in an aggregated or anonymized form for any business purpose, including product development, marketing or sales support or other analytics. If Buyer does not own such data, Buyer grants Seller (or shall procure for Seller) the right to use and make derivative works from such data for any lawful purpose.
- Return and Repair Policies
Return for Credit Unused Product.At its option, Seller may accept as a return for credit unused product in its unopened original package and in a condition that could be sold as new providing the product was purchased from Seller no more than thirty (30) days prior to the date of return. Buyer must provide proof of purchase within the preceding thirty (30) days and method of payment. Buyer shall be responsible for any freight on returns and returns of product must be unopened and must include all original instructions and packaging within the original box. Special order items are, at Seller’s option, non-returnable or may be returned and subject to a restocking fee. For non-returnable items, no return privileges apply.
Defective Product Replacement Policy.
Bad out of box: Solely as a convenience to Buyer provided Buyer’s account is in good standing, and in Seller’s sole discretion, any product that is initially defective (bad-out-of-box) may be exchanged for a new product at no charge to Buyer in accordance with the manufacturer’s policy that is being passed along to Buyer by Seller or, at Seller’s option, be returned for credit in accordance with the manufacturer’s policy. Manufacturers’ policies may vary. Buyer must provide a copy of the invoice number for the product being returned. Seller may, at Buyer’s cost for freight, take the product and sent it to the manufacturer. If the manufacturer determines that the product is not initially defective (bad-out-of-box) or not otherwise new or its inability to function properly is a result of user damage or abuse, Buyer shall pay Seller all charges relating to the product as well as the replacement product previously given or, if applicable, have any credit given to Buyer reversed.
Product for Repair: As a convenience to and on behalf of Buyer, provided Buyer’s account is in good standing, in Seller’s sole discretion, Seller may ship products for warranty or other service to the manufacturer in which event any repair, shipping or handling costs will be charged to the Buyer.
- Compliance with Laws
Buyer agrees to comply with all laws and regulations that apply to their use, the resale of or other transfer of products that you purchase from Seller. In some cases, the export of products from the US may be subject to restrictions or prohibitions under US law. You are urged to review the materials regarding such restrictions made available by the manufacturer/supplier and, where appropriate, to consult legal counsel. In any case, however, you remain solely responsible for such compliance, and Rescue GSM takes no responsibility for advising you regarding such matters or for providing any necessary export licenses.
- Applicable Law and Jurisdiction This agreement shall be deemed entered into the State of Wisconsin and the laws of Wisconsin shall govern its validity, performance and construction. Courts of the State of Wisconsin have exclusive jurisdiction of any claims arising out of this contract. The parties waive any right to trial by jury and submit to the personal jurisdiction of the state and federal courts located in the County of Waukesha, State of Wisconsin. The parties agree that application of the Uniform Computer Information Transaction Act and the United Nations Convention on Contracts for the International Sale of Goods 1980, and any successor law to either, is specifically excluded. Buyer shall not bring a legal action under this Agreement more than two years after the cause of action arose unless otherwise provided by local law.
- No Reverse Engineering or Alterations, etc. The Seller prohibits any “reverse engineering,” decompiling, alteration, modification, adaptation, translation, disassembly, or creation of derivative works based on, their products. Buyer agrees not to circumvent, intervene or interrupt the Seller’s sales process. Buyer also agrees to abide by any such restrictions contained in the Seller’s terms here-in and you agree that such restrictions may be enforced against you directly by the Seller, despite any lack of contractual privity between you. If you have questions concerning the terms that may apply to particular products or would like to obtain information about such terms before purchasing, the Seller will be happy to assist you in obtaining such information.
- Severability If any provision of Rescue GSM’s Terms and Conditions is found to be invalid or unenforceable, the other provisions will remain in full force and effect.
- Taxes Prices do not include any municipal, state or federal sales, use, excise, value added or similar taxes. Consequently, in addition to prices specified, the amount of any present or future tax that may be imposed shall be paid by Buyer, or in lieu thereof Buyer will provide Seller with a tax exemption certificate acceptable to the taxing authorities