E-COMMERCE STANDARD TERMS AND CONDITIONS OF SALE

Last updated September 1, 2020

BUYER’S PURCHASE ORDER – Buyer’s order, based upon SAFTI FIRST’s (“Seller”) quotation, is hereby accepted, without any accompany-ing terms and conditions; this sale is made pursuant to these Terms and Conditions of Sale (“Terms and Conditions”). Buyer has read, understands, and accepts these Terms and Conditions. Should Buyer accept Seller’s quotation but use its own form for purchase, it is understood and agreed that these Terms and Conditions govern and preempt Buyer’s terms and conditions.
BUYER SUPPLIED SPECIFICATIONS – Seller is not responsible to ensure that goods purchased by Buyer from Seller meets any applicable laws, statutes, ordinances, codes, rules, and regulations. Seller is a manufacturer and is not responsible for any field measurements, scheduling, and/or coordination with any trades affected by the goods purchased by Buyer from Seller.
SITE STRUCTURAL DESIGN AND ON-SITE WORK – Site structural design and on-site work, including, but not limited to, framing, steel erection, concrete work, masonry work, and adjoining construction, necessary for the installation of Seller’s goods, are excluded. Site structural design and on-site work must be adequate to support Seller’s goods. If additional structural support or other structural elements are required for the installation of Seller’s goods, such support and all associated costs and time impacts are the sole and exclusive responsibility of others. Seller is not responsible for any on-site structural calculations or structural considerations. If it is determined that changes are required in the layout, configuration, aesthetic design, fabrication and/or schedule of Seller’s goods, such changes may entail additional costs.
TESTING AND MOCK-UPS – Any testing, mock-ups, engineering and/or project related fees are the sole and exclusive responsibility of Buyer.
TERMS OF PAYMENT – Online orders shall be prepaid.
TAXES – Unless otherwise stated, taxes are excluded from the purchase price. To support any claimed use for sale or resale, where tax is not applicable to Buyer, a tax exemption certificate acceptable to the appropriate taxing authorities shall be provided.
INDEMNIFICATION – Buyer shall indemnify and hold harmless Seller and its directors, officers, employees, agents, stockholders, affiliates, subcontractors, and customers from and against all allegations, claims, actions, suits, demands, damages (including liquidated damages), liabilities, obligations, losses, settlements, judgements, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to, or result from any act or mission of Buyer in its handling, provision, construction or installation of the goods provided by Seller.
CANCELLATIONS AND REFUNDS – In the event Buyer cancels order, Buyer agrees and acknowledges that online orders are not subject to refunds, tax excepted.
FREIGHT CLAIMS – Upon receipt of the goods, Buyer shall inspect the outward appearance of the crate or container and make notations on the carrier’s delivery receipt of any damage. Buyer must open the crate or container and fully inspect all goods for damage, shortage and/or other non-conformity upon delivery. If damage, shortage and/or other non-conformity exist, it is the Buyer’s sole responsibility to report to and/or file a claim with the carrier. In addition, Buyer must notify Seller in writing of such damage, shortage and/or other non-conformity within twenty (20) business days of deliver. Seller will not approve credits for freight damage from the purchase price. If Buyer fails to notify carrier and Seller of the foregoing, Buyer shall have been deemed to have accepted the goods as delivered and waives any and all claims that Buyer may otherwise have against Seller due to damage, shortage and/or non- conformity. Seller will not accept goods for return after such goods are accepted by Buyer. Buyer agrees and acknowledges that the rights provided in this provision are Buyer’s exclusive and sole remedies due to damage, shortage and/or other non-conformity.
MAINTENANCE, CLEANING, PROTECTION, AND STORAGE – Buyer agrees and acknowledges that the maintenance, cleaning, protection and storage of the goods, including special storage instructions, are the sole responsibility of Buyer after delivery, including any breakage or damage occurring after the goods have been delivered.
WARRANTY – Seller provides no warranty except for Seller’s “Limited Warranty” provided to Buyer herewith, which shall commence from the date of delivery, and which supersedes and stands in place of any and all other warranties. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO ANY OF THE GOODS, WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY UNDER TORT, CONTRACT OR ANY OTHER THEORY FOR LOSS OF BUSINESS OR PROFIT OR ANY OTHER ECONOMIC LOSS OR ANY INCIDENTAL, DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. BUYER HOLDS SELLER HARMLESS UNDER ALL CONDITIONS COVERED HEREIN. SELLER’S WARRANTY DOES NOT APPLY TO PRODUCTS WHICH HAVE BEEN ALTERED, CONVERTED, OR CHANGED BY BUYER.
BACKCHARGES – Buyer waives the right to any and all backcharges, or any other claim not specifically covered under Seller’s warranty.
DELAY/FORCE MAJEURE – Seller shall not be liable for any delay in shipment or delivery caused by acts of God, action by any governmental authority (whether valid or invalid), natural disasters (including, but not limited to, fires, floods, windstorms, and earthquakes), explosions, riots, wars, sabotage, labor issues (including strikes and lockouts), delays in transportation, unavailability of materials, or court injunction or order. Any delay specified hereunder shall not entitle Buyer to cancel any order or refuse to accept delivery, nor shall Seller have any liability for damage or loss incurred by Buyer due to such delay.
ENTIRE AGREEMENT/MODIFICATIONS – These Terms and Conditions constitute the complete and final agreement between Buyer and Seller with respect to the subject matter hereof, and supersede all prior oral or written agreements and may not be modified or amended by any form of Buyer. Seller does not incorporate herein or accept any terms of or obligations under any contract, subcontract or plans or specifications for any project for which Buyer intends to use Seller’s product.
WAIVER/ASSIGNMENT – Waiver by Seller of any provision hereunder shall not be deemed a waiver of the right to require future compliance with any provision of these Terms and Conditions. No right or interest in these Terms and Conditions shall be assigned by Buyer, and no delegation of any obligation by Buyer shall be made without the prior written consent of Seller. Any attempted assignment or delegation shall be wholly void and totally ineffective for all purposes unless made in conformity with this provision.
SEVERABILITY – If any provision within these Terms and Conditions is determined to be invalid, illegal, or unenforceable for any reason, the validity, legality, and enforceability of the remaining provisions of these Terms and Conditions shall be unaffected, and such provision shall be reformed to the extent necessary to be valid, legal, and enforceable.
GOVERNING LAWS/JURISDICTION – These Terms and Conditions are governed by the laws of the State of California without regard to conflict of law principals. Any controversy or claim arising out of or relating to this order, or the performance or breach thereof, shall be settled by arbitration by a single arbitrator, administered in San Francisco, California, by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgement on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof located in San Francisco, California, and both parties to this agreement stipulate to the jurisdiction of those courts. The arbitrator shall base his or her decision on California substantive law.
ENFORCEABILITY – If Buyer fails to perform in any way under or with respect to these Terms and Conditions, Seller expressly reserves any and all rights and remedies permitted by law, and may recover all reasonable attorneys’ fees, court fees, or any other costs incurred to enforce Buyer’s obligations under or with respect to these Terms and Conditions. All rights and remedies of Seller are cumulative.
RELATIONSHIP OF THE PARTIES – Buyer is an independent contractor and not an employee, agent, or partner of the Seller, and nothing contained in these Terms and Conditions shall make either party the agent or legal representative of the other for any purpose whatsoever.