PLEASE READ THESE TERMS AND CONDITIONS OF PRODUCT SALES VERY CAREFULLY.
THE TERMS AND CONDITIONS OF PRODUCT SALES ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS IN ANY FORMS DELIVERED BY YOU ("CUSTOMER") ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.
BY ACCEPTING DELIVERY OF THE PRODUCTS DESCRIBED IN PROTECH'S INVOICE OR OTHER PROTECH DOCUMENTATION, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS OF PRODUCT SALES UNLESS CUSTOMER AND PROTECH HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN. ANY GENERAL DESCRIPTION OF THE TYPES OF PRODUCTS AND RESULTS THEREOF POSTED ON THE WEBSITE DO NOT CONSTITUTE PART OF THE AGREEMENT BETWEEN PROTECH AND CUSTOMER.
Important Information About These Terms and Conditions of Product Sales
These Terms and Conditions of Product Sales constitute a binding contract between Customer and the Protech Entity identified on Customer's invoice ("Protech") and are referred to herein as either "Terms and Conditions of Product Sales" or this "Agreement". Customer accepts these Terms and Conditions of Product Sales by making a purchase, placing an order or otherwise shopping on Protech's Website (the "Site"). These Terms and Conditions of Product Sales are subject to change without prior notice, except that the Terms and Conditions of Product Sales posted on the Site at the time Customer places an order will govern the order in question, unless otherwise agreed in writing by Protech and Customer. Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting Protech at the address provided below. In addition, Internet connectivity requires access services from an Internet access provider. Contact your local access provider for details.
IN CASE OF PROCUREMENT OF SERVICES, INDEPENDENTLY OR IN CONJUNCTION WITH THE PURCHASE OF PRODUCTS, SUCH SERVICES SHALL BE ON AND SUBJECT TO THE TERMS AND CONDITIONS OF SERVICE PROJECTS ON THE SITE.
Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. Customer agrees that the Terms and Conditions of Product Sales contained herein and in Protech's invoice or other Protech documentation will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions of Product Sales or any purchase order or invoice related thereto.
Governing Law
THESE TERMS AND CONDITIONS OF PRODUCT SALES AND ANY SALE OF PRODUCTS HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEVADA , WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN CLARK COUNTY, NEVADAA AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING. Except in the case of nonpayment, neither party may institute any action in any form arising out of these Terms and Conditions of Product Sales more than one (1) year after the cause of action has arisen.
Title; Risk of Loss
If Customer provides CDW with Customer's carrier account number or selects a carrier other than a carrier that regularly ships for Protech, title to products and risk of loss or damage during shipment passes from Protech to Customer upon shipment from Protech's facility (F.O.B. Origin). Protech retains a security interest in the products until payment in full is received.
Guarantee/Warranties
All Protech manufactured equipment is guaranteed for a full two (2) years (one year for motorized equipment and controls), against defects in materials and workmanship, from the date of shipment. At our option, we will repair or replace the equipment at our factory. No claims will be honored or in circumstances, in our opinion, the defect was caused by misuse, abuse, accident, alteration, improper installation, improper maintenance, act of God, used in a manner not intended. PROTECH AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NONINFRINGEMENT.
THIS GUARANTEE WILL NOT BECOME EFFECTIVE UNTIL THE EQUIPMENT IS PAID FOR, IN FULL.
Pricing Information; Availability Disclaimer
All pricing is subject to change. Protech reserves the right to make adjustments to pricing and products for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes and errors in advertisements. All orders are subject to product availability. Therefore, Protech DOES NOT guarantee that it will be able to fulfill Customer's orders.
Limitation of Liability
UNDER NO CIRCUMSTANCES WILL PROTECH, ITS AFFILIATES, SUPPLIERS, SUBCONTRACTORS OR AGENTS BE LIABILE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH INCLUDES BUT IS NOT LIMITED TO, LOSS OF PROFITS, REVENUES OR SAVINGS, EVEN IF PROTECH HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES, WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY; (B) CLAIMS, DEMANDS OR ACTIONS AGAINST CUSTOMER BY ANY THIRD PARTY; (C) ANY LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY PROTECH IN CONNECTION WITH THE PRODUCTS; OR (D) THE PRODUCT BEING UNAVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF ANY LIABILITY INCURRED BY PROTECH, PROTECH'S ENTIRE LIABILITY FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE LESSER OF: (A) THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM; OR (B) A MAXIMUM OF $1,000.00. Protech will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency. Any shipping dates provided by Protech are estimates only.
Proprietary Information
Each party anticipates that it may be necessary to provide access to information of a confidential or proprietary nature of such party, including its affiliates or of a third party, (hereinafter referred to as "Proprietary Information") to the other party in the performance of this Agreement. "Proprietary Information" means any information or data in oral and/or in written form which the receiving party knows or has reason to know is proprietary information and which is disclosed by a party in connection with this Agreement or which the receiving party may have access to in connection with this Agreement. Proprietary Information will not include information which: (a) becomes known to the public from a source other than the receiving party; (b) was known to the receiving party, or becomes known to the receiving party from a third party having the right to disclose it and having no obligation of confidentiality to the disclosing party with respect to the applicable information; or (c) is independently developed by personnel of the receiving party who have not had access to such information. To the extent practicable, Proprietary Information should be clearly identified or labeled as such by the disclosing party at the time of disclosure or as promptly thereafter as possible, however, failure to so identify or label such Proprietary Information will not be evidence that such information is not proprietary or protect able. Each party agrees to hold such Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind. Disclosures of Proprietary Information will be restricted to those individuals who are participating in the performance of this Agreement and need to know such Proprietary Information for purposes of this Agreement. Upon the request of a party, the other party will either return or certify the destruction of the Proprietary Information of the other party. If a receiving party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose the Proprietary Information, the receiving party will give the disclosing party prompt notice of such request so that disclosing party may seek an appropriate protective order or similar protective measure.
Orders; Payment Terms; Interest; Taxes
Orders are not binding upon Protech until accepted by Protech. Terms of payment are within Protech's sole discretion. Invoices are due and payable within the time period specified on the invoice or Net 30, measured from the date of invoice, subject to continuing credit approval by Protech. COD, Cash, Check, Money Orders, Visa and MasterCard are accepted. Protech may invoice customer separately for partial shipments. Customer agrees to pay interest on all past-due sums at two percent (2%) per month. Customer is responsible for, and will indemnify and hold Protech harmless from, any applicable sales, use, transaction, excise or similar taxes and from any federal, state or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of, or otherwise associated with the order. Customer must claim any exemption from such taxes, fees or charges at the time of purchase and provide Protech with the necessary supporting documentation. Any sales, use or other applicable tax or fees or assessments is based on the location to which the order is shipped. In the event of a payment default, Customer will be responsible for all of Protech's costs of collection, including court costs, filing fees and attorney's fees.
Damaged Products
If Customer receives damaged products, please refuse the products upon original delivery attempt. If damaged products are accepted from the carrier, such damage should be noted on the carrier delivery record. Please save the product and the original box and packaging and notify Protech immediately to arrange for a carrier inspection and a pick up of damaged products. Please notify Protech at sales@protechlv.com of damaged products WITHIN THE FIRST 10 DAYS of receipt. Timely receipt of this information is necessary for Protech to file a damage claim.
Return Privileges
Protech customer return requests must be made within 30 days of invoice date. All returns must be accompanied by a Return Authorization Number. No returns will be accepted unless permission has been obtained from Protech. All returns are subject to a 20% restocking fee. All custom manufactured, or factory altered equipment or hardware, is NOT returnable. All returns should be made 100% complete. This includes manufacturer box, label and packing materials. Return privileges are contingent upon various manufacturer policies. Protech reserves the right to decline return requests based on those policies.
Out of Stock items
Out of stock items will be back ordered unless otherwise noted on the order.
Duties of Purchaser or User
It is the responsibility of the purchaser and/or user of products supplied by Protech to;
• Read and understand product illustrations, instructions and labels, and follow them. Consult factory with any questions.
• Inspect the product immediately upon receipt, before and after use to verify proper operation and installation. Consult the factory with any questions.
• Do not alter products in any way. Repairs must be done according to Protech's, or other manufacturer's instructions, or return the equipment to the factory for repairs. Consult the factory in the event assistance is required.
• If the purchaser is not the end user of the product, these instructions and notice must be forwarded by the purchaser to the end user, along with any relevant data, cut sheet, installation instruction, manual, etc.
• Use good judgment and do not exceed the limitations of the users skills or the equipments capabilities.
• Use adequate safety precautions and back-up systems.
• Receive training ion the proper use of the equipment and in the appropriate techniques. Determine if the product is suitable for its intended use, and that it meets all applicable standards and regulations.
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