Acceptance of this agreement is expressly limited to acceptance of the terms and conditions set forth herein which shall be governed by the laws of the State of Ohio which shall also have jurisdiction over any disputes. PURCHASER shall be deemed to have accepted and be bound by these terms and conditions by issuing a purchase order or any other written document and or by receiving and/or paying for the goods. Should said document propose additional, different, or conflicting terms or terms varying in any degree from any of the terms of this agreement, said purchase order or document by PURCHASER is hereby objected to and rejected without need of further notice. The failure of SAFEGUARD TECHNOLOGY, INC. to object to any provision in conflict herewith, whether contained in PURCHASER’s specifications, purchase order or otherwise, shall not be considered as an acceptance thereof, or a waiver of the provisions therein. None of the terms and conditions contained in this agreement may be added to, modified, superseded, or otherwise altered except by specific written consent of an authorized representative of SAFEGUARD TECHNOLOGY, INC.
Limitation of Quotation
Quotations are valid for 30 days from quote date. All quotations must be documented with Safeguard’s quotation number. When placing the order, please refer to the quote number.
The price(s) does not include any federal, state, or local property, license, privilege, sales, use, excise, gross receipts, or other like taxes which may now or hereafter be applicable to, measured by, or imposed upon the transaction, the property, its sale, its value or its use, or any services performed in connection herewith. PURCHASER agrees to pay or reimburse any such tax which SAFEGUARD TECHNOLOGY, INC., or SAFEGUARD TECHNOLOGY, INC.’s subcontractors or suppliers are required to pay or collect.
All technical advice, data (not expressly identified as a guarantee), recommendations or services are intended for use by persons having the requisite skill and are provided for information only and not as any warranty or guarantee. Such data is subject to verification after order entry.
Delay in Performance
SAFEGUARD TECHNOLOGY, INC. shall not be liable for any expense, loss, or damage resulting from delay or prevention of performance of SAFEGUARD TECHNOLOGY, INC., its subcontractors or suppliers, caused by fires, floods, Acts of God, strikes, labor disputes, labor shortages, inability to secure materials or equipment or manufacturing facilities, riots, thefts, accidents, transportation delays, acts or failure to act of Government or of PURCHASER, major equipment breakdown, fuel shortages, or any cause whatsoever, whether or not similar to those enumerated above, beyond the control of SAFEGUARD TECHNOLOGY, INC. In the event of any such delay, the time for performance shall be extended for a period equal to that necessary to offset the effect of such delay. All other affected provisions shall be equitably adjusted.
All drawings, diagrams, technical data, vendor selections, reference lists and materials furnished by SAFEGUARD TECHNOLOGY, INC. shall be deemed to be confidential, and are provided to PURCHASER for their use only. Such information has been developed at great expense and contains the trade secrets of SAFEGUARD TECHNOLOGY, INC. PURCHASER shall exercise reasonable care to hold such information in confidence and not use such information to SAFEGUARD TECHNOLOGY, INC.’s detriment.
SAFEGUARD TECHNOLOGY, INC. warrants that the parts or goods manufactured at SAFEGUARD TECHNOLOGY shall be free from defects in material and workmanship. SAFEGUARD TECHNOLOGY, INC.’s obligation under this warranty shall be limited to the repair, replacement, or modification, on a straight time labor basis, F.O.B. point of shipment exclusive of any freight, removal or installation costs of any part or parts which prove defective within five (5) years from date of shipment for Step Covers, Walkway Covers, Ladder Rung Covers and (3) years for Vinyl products, PROVIDED: the parts or goods have been stored, installed, operated, and maintained in accordance with generally accepted industry standards as well as the conditions of service and operating instructions specified by SAFEGUARD TECHNOLOGY, INC.; have not been altered or misused; and PURCHASER promptly notifies SAFEGUARD TECHNOLOGY, INC. within the warranty period of the defect. The effects of normal wear and tear, including abrasion, erosion, and corrosion, are not covered by this warranty. Accessories or equipment supplied by SAFEGUARD TECHNOLOGY, INC. but designed and manufactured by others shall carry only the warranty SAFEGUARD TECHNOLOGY, INC.’s supplier has conveyed to SAFEGUARD TECHNOLOGY, INC. THE ABOVE WARRANTY AND REMEDY ARE EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER REPRESENTATIONS, SPECIFICATIONS, WARRANTIES AND REMEDIES EITHER EXPRESSED OR IMPLIED, HEREIN OR ELSEWHERE, OR WHICH MIGHT ARISE UNDER LAW OR EQUITY OR CUSTOM OF TRADE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A SPECIFIED OR INTENDED PURPOSE. THE REMEDY SPECIFIED REPRESENTS THE SOLE LIABILITY OF THE SAFEGUARD TECHNOLOGY, INC. AND THE SOLE REMEDY OF THE PURCHASER WITH RESPECT TO OR ARISING OUT OF THE PARTS, GOODS, OR SERVICES SOLD HEREUNDER, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE.
Limitation of Liability
Notwithstanding any other provisions in this agreement, in no event shall SAFEGUARD TECHNOLOGY, INC. or its suppliers be liable, whether arising from the performance of this contract breach of warranty, tort (including negligence and strict liability), breach of contract or otherwise, for loss of anticipated profits, loss by reason of plant shutdown, non-operation or increased expense of operation, service interruptions, cost of purchased or replacement power, claims of customers, cost of money, loss of use of capital or revenue, fines and penalties assessed or levied against the PURCHASER based on the operation, non-operation or use of the parts or goods, or for any special, incidental or consequential loss or damage of any nature arising at any time from any cause whatsoever.
Except where previously limited or excluded, SAFEGUARD TECHNOLOGY, INC.’s cumulative maximum liability arising from any cause whatsoever, including but not limited to breach of contract, tort (including negligence), strict liability, breach of warranty, or otherwise, shall not exceed the contract price, as of the date of sale. The contract price shall be defined as the per-unit price and the maximum liability shall be based on the price of the unit(s) involved.
Terms of Payment
Terms of payment are net thirty (30) days after shipment unless prior arrangements have been made. Interest at a rate of 1-1/2% per month will be charged on past due accounts commencing after the last day of the first calendar month following the date of invoice. SAFEGUARD TECHNOLOGY, INC. may suspend credit, refuse shipment, or cancel unfilled orders whenever SAFEGUARD TECHNOLOGY, INC. believes PURCHASER’S credit is impaired. Credit extended to new PURCHASERS will be subject to PURCHASER providing sound credit references and signed permission for SAFEGUARD to review this with corresponding banks.
Delivery Time and Delivery
Estimated ship date becomes effective after the conclusion of the agreement, after SAFEGUARD TECHNOLOGY, INC. has received all documents and data to be provided by the PURCHASER. Delay in estimated ship date shall never entitle the PURCHASER to additional or substitute compensation.