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Armor at Hand Terms of Sale
These Terms of Sale (this "Agreement"), is entered into between Armor at Hand, Inc. a California corporation ("Seller"), and the buyer placing an Order (defined below) ("Buyer", and together with Seller, the "Parties", and each, a "Party").
The Parties agree as follows:
1. SCOPE
1.1. Products. Seller designs, produces, markets and sells lightweight ballistic shields in various shapes and sizes (collectively “Products”).
1.2. General. This Agreement states the terms applicable to orders for the sale of Products (“Orders”) and prevails over any terms and/or conditions contained in any other documentation issued by the Buyer.
1.3. Sales Restrictions.
1.3.1. Sales only to End Users. Unless Seller has approved Buyer as an authorized dealer in writing, Buyer shall purchase Products only as an end user and not for resale. Authorized dealers shall not sell the Products to any person or entity that authorized dealers know or have reason to believe is purchasing Products for resale, and will only sell Products to end users who executed Seller’s approved form of dealer/retailer terms of sale. Resale voids the Product warranty as more fully provided in Section 9.
1.3.2. Sales Are Final. All sales are final. Seller will not issue refunds nor take back Products sold, except in connection with valid warranty claims pursuant to Section 9, due to the impracticability of Seller being able to ensure that Buyer has not tampered with Products before returning them.
1.3.3. Prohibited Sales. Seller does not sell Products to individuals under the age of eighteen (18) or to individuals convicted of a felony (unless permitted by applicable law). Buyer represents and warrants that Buyer will not order Products for individuals under the age of eighteen (18), for international sale, transfer, or shipment, for individuals convicted of a felony (unless permitted by applicable law), for criminal or amoral purposes, or for any other purpose that violates any local, state, or federal laws.
2. ORDER PROCEDURE
Unless Seller has approved Buyer as an authorized dealer in writing, all Orders must be in writing. Seller may reject any Order. Seller may cancel any accepted Order if Buyer is in breach of this Agreement.
3. SHIPMENT AND DELIVERY
Seller may select the method of shipment of the Products. Seller shall deliver the Products to the delivery location, using Seller's standard methods for packaging and shipping Products. All Prices are FOB shipping point. Title passes upon delivery and risk of loss passes upon shipment. Any time quoted by Seller for delivery is an estimate only. Buyer shall be solely responsible for the shipment and delivery costs.
4. REPLACEMENT
Seller shall offer one free replacement per year for Products that have been used as a form of bullet resistance, whether successfully or not. To be eligible to receive replacement Products under these terms, Seller requires photographs of the original Products, information regarding the incident involving bullets, and a case number or file number from the proper agency investigating the incident.
5. PRICE AND PAYMENT
The prices for Products are stated in Seller's price list in effect at the time that Seller accepts the related Order ("Prices"). Buyer shall pay for all shipping charges, insurance costs and taxes. Additional payment terms for any Products purchased as a part of an Order shall be subject to the terms of that Order. Buyer shall pay 1.5% per month interest on all late payments and shall reimburse Seller for all costs incurred in collecting any late payments.
6. SELLER’S RIGHT TO TERMINATE
Seller may terminate this Agreement upon written notice to Buyer: (i) if Buyer fails to pay any amount when due under this Agreement and such failure continues for 10 days after Buyer's receipt of written notice of nonpayment; or (ii) with or without cause, upon 30 days’ written notice.
7. CONFIDENTIALITY
Except as otherwise required by law, applicable regulations or the terms of this Agreement or as mutually agreed upon by the Parties, the Parties will not disclose to others, and will keep confidential, the terms of this Agreement. The Parties may disclose this information to attorneys, accountants and other professional advisors to whom the disclosure is necessary to accomplish the purposes for which these professional advisors were retained. The Parties may disclose the terms of this Agreement as necessary to enforce its terms or to remedy for the breach of its terms.
8. EXPORT REGULATIONS
The Products are subject to the export control laws of the U.S. Government. Export or retransfer of Products by any means to any foreign end user, or for any other end use, whether in the U.S. or abroad, without the written approval of the U.S. Department of State, is prohibited. The sale, transfer, transportation, or shipment outside of the U.S. of any product prohibited or restricted for export without complying with U.S. export control laws and regulations, including proper export licensing, documentation or authorization, is strictly prohibited and may result in civil penalties and/or constitute a federal crime.
9. LIMITED WARRANTY/DISCLAIMER OF LIABILITY
WARNING. THIS PRODUCT IS DESIGNED TO BE USED AS A LAST LINE OF DEFENSE AND ANY NUMBER OF FACTORS CAN CONTRIBUTE TO THE EFFECTIVENESS OF THIS PRODUCT. THIS PRODUCT COMES WITH NO IMPLIED WARRANTY, INCLUDING AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND AS PERMITTED BY APPLICABLE LAW, THE SOLE LIMITED WARRANTY AND REMEDY AVAILABLE FOR ANY PRODUCT FAILURES OR DEFECTS IS REPLACEMENT OF THE PRODUCT WITH A NEW OR REFURBISHED PRODUCT OR REIMBURSEMENT OF THE PURCHASE PRICE, AT OUR DISCRETION, AVAILABLE ONLY TO THE ORIGINAL PURCHASER, AND OUR LIABILITY IS LIMITED TO THE PURCHASE PRICE. SEE EXHIBIT A ATTACHED HERETO FOR LIMITED WARRANTY AND LIABILITY LIMITATION TERMS AND CONDITIONS, WHICH ARE INCORPORATED HEREIN BY REFERENCE.
10. INTELLECTUAL PROPERTY RIGHTS
Buyer acknowledges and agrees that: (i) any and all Seller's Intellectual Property Rights are the sole and exclusive property of Seller or its licensors; (ii) Buyer shall not acquire any ownership interest in any of Seller's Intellectual Property Rights under this Agreement; (iii) any goodwill derived from the use by Buyer of Seller's Intellectual Property Rights inures to the benefit of Seller or its licensors, as the case may be; and (iv) if Buyer acquires any Intellectual Property Rights, rights in or relating to any Products (including any rights in any Trademarks, derivative works or patent improvements relating thereto) by operation of Law, or otherwise, such rights are deemed and are hereby irrevocably assigned to Seller or its licensors, as the case may be, without further action by either of the Parties. Buyer shall not: (i) take any action that interferes with any of Seller's rights in or to Seller's Intellectual Property Rights, including Seller's ownership or exercise thereof; (ii) register or apply for registrations, anywhere in the world, for Seller's trademarks or any other trademark that is similar to Seller's trademarks or that incorporates Seller's trademarks; (iii) use any mark, anywhere that is confusingly similar to Seller's trademarks; or (iv) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the Products or any Seller's trademarks. For purposes of this Agreement "Intellectual Property Rights" means any patent (including pending patents), copyright, trademark, service mark (and any application or registration respecting the foregoing), trade secret, know-how and other intellectual property right of any type.
11. INDEMNIFICATION
To the fullest extent not prohibited by applicable law, Buyer understands and agrees to indemnify, defend and hold harmless Seller, its parent companies, subsidiaries, affiliated companies, joint ventures, business partners, licensors, employees, agents, from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of Buyer’s use, misuse, or inability to use the Products, or any violation by Buyer of this Agreement.
12. MISCELLANEOUS
12.1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all pre-existing agreements and understandings between them with respect thereto.
12.2. Survival. Any provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement, including Section 5 (Price and Payment), Section 6 (Seller’s Right to Terminate), Section 7 (Confidentiality), Section 9 (Limited Warranty/Disclaimer of Liability), Section 10 (Intellectual Property Rights), and Section 12 (Miscellaneous).
12.3. Notices. All notices must be in writing and addressed to the Seller at its address set forth below and/or to the Buyer at its address set forth in the Order. A notice shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic mail or facsimile, on the date of transmission to such recipient, or (iii) one business day after being sent to the recipient by reputable overnight courier services (charges prepaid).
Armor At Hand, Inc.