|Terms and Conditions for Spearhead Specialty Products, Inc.
Purchase Price and Availability.
Buyer agrees to pay the total purchase price including shipping and handling, as specified on the front of the Seller’s invoice and any sales or other applicable taxes levied on or measured by such purchase. Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of such Goods when they have not been delivered. Prices, promotions and availability are subject to change without any notice. Buyer shall be provided a formal quotation at Buyer’s request. If Buyer agrees and accepts the quotation, quotation is to be signed by Buyer or Buyer’s agent and order will be placed by either signed quote or by purchase order. Buyer understands the merchandise will be built according to the specifications on the quote and therefore the merchandise is non-refundable, non-exchangeable, ALL SALES ARE FINAL. Seller agrees to deliver merchandise as specifically quoted to the Buyer.
Refused or Re-Routed Shipment/Cancel Order.
If Buyer refuses shipment and/or attempts to cancel or rescind this Agreement without any legal excuse, Seller may opt to recover liquidated damages, consisting of 25% of the total price on Seller’s invoice plus all freight and handling charges. Notwithstanding the foregoing, Seller may refuse the return of Goods and seek its remedies under applicable law. Buyer shall pay all extra routing charges for any re-route shipment incurred by Buyer’s instruction or incorrect shipping information including, but not limited to, wrong address or wrong freight collect information.
Indemnification and Restriction.
The Buyer agrees to indemnify, defend and hold Seller and any of Seller’s suppliers harmless from and against any and all liabilities, injuries, death, losses, claims, complaints, damages and expenses (including, but not limited to, reasonable attorney fees, court costs, costs of investigation and defense, and other related expenses) suffered, sustained, incurred, arising from the use and operation of the purchased Goods. The Goods sold by the Seller are not designed to be used and operated with any life support equipment, human implantation, medical devices, nuclear system, weapon, aviation, mass transit or any application where failure or malfunction could lead to possible loss of life, catastrophic property damage or any other critical situations. Therefore, Buyer takes its own risk if the Goods are resold for those purposes. Buyer agrees to take full responsibility for any forms of direct, indirect, special, incidental, consequential or punitive damage, arising out of the purchase and operation of the Goods.
This Agreement and the rights and obligations of the Buyer and Seller shall be governed by and construed in accordance with the laws of the State of California in the United States of America. Buyer further agrees to consent in jurisdiction, venue and forum in a State Court of California, County of San Diego, State of California, United States of America. Buyer further agrees and does hereby irrevocably waive the defense of inconvenient forum and further irrevocably waives trial by jury. Any controversy, dispute, claim or complaint of whatever nature arising out of, in connection with, or in relation to the interpretation, performance or breach of this Agreement including any claim based on contract, tort or stature, shall be resolved through a binding, irrevocable and final Arbitration at JAMS/ENDISPUTE, County of San Diego, State of California, United States of America. Both Buyer and Seller agree that such arbitration yield the final resolution.