STANDARD TERMS AND CONDITIONS APPLYING TO ALL SALES
All sales of material or equipment by QED, INC. are subject to the terms and conditions set forth below and agreed to by the Purchaser. Any additional or different terms or conditions set forth in the purchase order of the Purchaser or in any similar such communication are hereby objected to by QED, INC. and shall not be binding nor effective unless assented to in writing by an authorized representative of QED, INC.
PRICES AND TERMS
Unless otherwise stated, all prices of material and equipment sold by QED, INC. (hereafter referred to as “Seller”), are subject to change without notice. Prices do not include sales, use, excise, value added or similar taxes and, where applicable, such taxes shall be as a separate item and paid by the Purchaser. All items shown as freight allowed pertain to particular items and quantities. Any deviation after placement of order such as changes in quantity or partial release will be subject to the manufacturer's terms and conditions where applicable.
Unless otherwise noted, all sales are made f.o.b. point of shipment with freight allowed to common free delivery point nearest destination within the United Sates, except Alaska and Hawaii.
In all cases, title shall pass upon delivery to the carrier at point of shipment and thereafter all risk of loss or damage shall be upon the Purchaser. Extra labor or mechanical facilities required to unload shall be provided by Purchaser without any cost to Seller.
Factory shipping dates given in advance of actual shipment are estimates by the manufacturer and are based upon prompt receipt of all necessary information. Quoted shipping dates are based on time after receipt of order at factory, with complete information, until merchandise is delivered to common carrier. Seller shall not be liable for failure to deliver or for delays in delivery or performance due to (1) causes beyond its reasonable control, or (2) acts of God, acts of Purchaser, acts of civil or military authority, priorities or other governmental allocations or controls, fires, strikes or other labor difficulties, riots and other civil disturbances, delays in its usual source of supply, delays in transportation, or (3) any other commercial impracticability. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of the delay
Each shipment or delivery shall be deemed to have been sold under a separate and independent contract. If, in the judgment of Seller, the financial condition of the Purchaser at the time of manufacture or shipment does not justify the terms of payment specified, seller reserves the right to require full or partial payment in advance before manufacture or shipment and to suspend any further performance until such payment has been received.
Material and equipment sold by Seller are the products of reputable manufacturers sold under their respective brand or trade names. Seller shall use its best efforts to obtain from each manufacturer, its warranties, (copies of which will be furnished upon request) and customary practice, the repair or replacement of products that may prove defective in material or workmanship. The foregoing shall constitute the exclusive remedy of the purchaser and the sole obligation of Seller. Except as to title, THERE ARE NO WARRANTIES, EITHER WRITTEN, ORAL, IMPLIED, OR STATUTORY relating to the described material or equipment which extend beyond that described in this paragraph. NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY.
LIMITATION OF LIABILITY
Seller's liability on any claim for loss or damage arising out of this contract or from the performance or breach thereof or connected with the supplying of material or equipment hereunder, or its sale, resale, operation or use, whether based on warranty, contract, negligence or other grounds shall not exceed the price allowable to such material or equipment or part thereof involved in the claim. Seller shall not, under any circumstances, be liable for any labor charges unless agreed upon in advance by Seller. Seller shall not in any event be liable for special or consequential damages including, but not limited to, loss of profits or revenue, liquidated damages, loss of use of the product or any associated product, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of customers of the Purchaser for such damages.
Purchaser may cancel any order by mutual agreement based upon payment to Seller of reasonable and proper cancellation charges.
Material and equipment may not be returned without the advance written authorization of Seller. Buyer has a duty to inspect all materials upon delivery and failure to object in writing within 30 days of delivery shall constitute an irrevocable acceptance of the goods and a waiver of any and all claims relating to those goods.
The Purchaser may not assign, in whole or in part, any contract involving an order or any rights thereunder without the advance written consent of Seller.
Material and equipment sold by Seller has been designed and manufactured for uses in standard, commercial, industrial and residential applications. Any other use which might be considered to be of a hazardous nature shall relieve the Seller of any and all liability.
Any of the terms and provisions of Buyer’s order which are inconsistent with the terms and provisions hereof shall not be binding on Seller and shall not be considered applicable to the sale or shipment of the merchandise referred to herein. The Buyer accepts these terms and conditions. The sale and shipment by Seller of the merchandise sold to the Buyer shall be conclusively subject to these terms and conditions. A standard form purchase order or similar document shall not constitute written objection to the terms herein.
ATTORNEY'S FEES, JURISDICTION, AND VENUE
Buyer agrees that in the event there is a dispute between Buyer and Seller, the prevailing party shall recover all costs of such proceedings, including but not limited to attorney fees and all costs. Buyer agrees that any disputes with Seller, shall be resolved in the state or federal courts situated in the City and County of Denver, State of Colorado, and that these courts shall have the exclusive jurisdiction over all such disputes and Buyer consents to personal jurisdiction in these courts. Any legal action brought by Buyer against Seller shall be filed in one of the above referenced jurisdictions within one (1) year after the cause of action arises or such claim shall be waived.
INTELLECTUAL PROPERTY AND INDEMNIFICATION
Seller makes no warranty or representation with regard to any patent, trademark, copyright, or trade secret, relating to or claimed to arise from any product sold to Buyer. Seller will not and does not indemnify or otherwise hold harmless Buyer from any claim of misappropriation or infringement of any patent, trademark, trade secret, copyright or other rights relating to any merchandise. Buyer agrees that Buyer will not make any such claim, or seek any such indemnification, and that such a claim or demand by Buyer constitutes a breach of these Standard Terms, and that Buyer shall pay all attorney fees and other court costs incurred by Seller in defending against any such claim or demand, whether legal action is commenced.
AGREEMENT WITH WEB SITE USER
The QED, INC. Web Site is comprised of various Web pages operated by QED, INC. (hereinafter referred to as “QED”)
The QED Web Site is offered to You as a Web Site user (hereinafter referred to as “You”), conditioned on your unconditional acceptance of the terms, conditions, and notices contained herein. Your use of the QED Web Site constitutes your agreement to all these terms, conditions, and notices.
QED reserves the right to change the terms, conditions, and notices under which the QED Web Site is offered, including but not limited to the charges associated with the use of this Web Site.
LINKS TO THIRD PARTY SITES
This Web Site may contain links to other Web Sites ("Linked Sites"). The Linked Sites are not under the control of QED and QED is not responsible for the contents of any Linked Site, including without limitation any link contained within a Linked Site, or any changes or updates to a Linked Site. QED is not responsible for webcasting or any other form of transmission received from any Linked Site. QED is providing these links to You only as a convenience, and the inclusion of any link does not imply endorsement by QED of the site or any association with its operators.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of this Web Site, You warrant to QED that You will not use this Web Site for any purpose that is unlawful or prohibited by any state or federal law or these terms, conditions, and notices. You may not use this Web Site in any manner which could damage, disable, overburden, or impair this Web Site or interfere with any other party's use and enjoyment of the QED Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through this Web Site.
USE OF COMMUNICATION SERVICES
The QED Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable You to communicate with the public at large or with a group (hereinafter referred to as "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, You agree that when using a Communication Service, You will not:
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless You own or control the rights thereto or have received all necessary written consents and permissions.
Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
Conduct or forward surveys, contests, pyramid schemes or chain letters.
Download any file posted by another user of a Communication Service that You know, or reasonably should know, cannot be legally distributed in such manner.
Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
Restrict or inhibit any other user from using and enjoying the Communication Services.
Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
- Violate any applicable laws or regulations.
QED has no obligation to monitor the Communication Services. However, QED reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. QED reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
QED reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in QED's sole discretion.
You agree to use caution when giving out any personally identifying information about yourself or your children in any Communication Service. QED does not control or endorse the content, messages or information found in any Communication Service and, therefore, QED specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized QED spokespersons, and their views do not necessarily reflect those of QED.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if You download the materials.
MATERIALS PROVIDED TO QED OR POSTED AT ANY QED WEB SITE
QED does not claim ownership of the materials You provide to QED (including feedback and suggestions) or post, upload, input or submit to any QED Web Site or its associated services (hereinafter referred to as "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission You are granting QED, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. QED is under no obligation to post or use any Submission You may provide and may remove any Submission at any time in QED's sole discretion.
By posting, uploading, inputting, providing or submitting your Submission You warrant and represent that You own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for You to provide, post, upload, input or submit the Submissions.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE QED WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. QED AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE QED WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE QED WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL
FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
QED AND ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE QED WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. QED AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
QED reserves the right, in its sole discretion, to terminate your access to the QED Web Site and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law, this agreement is governed by the laws of the State of Colorado, U.S.A. and You hereby consent to the exclusive jurisdiction and venue of courts in the City and County of Denver, State of Colorado, in all disputes arising out of or relating to the use of the QED Web Site. Use of the QED Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions. You agree that no joint venture, partnership, employment, or agency relationship exists between You and QED as a result of this agreement or use of the QED Web Site. QED 's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of QED 's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the QED Web Site or information provided to or gathered by QED with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect. Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and QED with respect to the QED Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and QED with respect to the QED Web Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.
COPYRIGHT AND TRADEMARK NOTICES:
All contents of the QED Web Site are: Copyright 2009-2012 QED, INC. and/or its suppliers. All rights reserved.
The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
Any rights not expressly granted herein are reserved.
THE FOREGOING IS ACCEPTED
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