TERMS AND CONDITIONS
1. The Contract: ThinkSafe Incorporated ("ThinkSafe") hereby confirms a contract to sell the goods described herein (Goods") but such contract is restricted exclusively to terms stated herein. This document together with any exhibits or other documents which ThinkSafe has attached or referenced herein (collectively, the "Contract"), shall constitute the sole and complete agreement between the parties concerning the sale of the Goods. ThinkSafe objects to and rejects any additional or different terms in any document previously or hereafter received from Customer. No additions to, or modification or waiver of, any provision hereof shall be binding against ThinkSafe unless set forth in writing and signed by a duly authorized representative of ThinkSafe.
2. Purchase Price:
a. The price of any Goods not scheduled for shipment within thirty (30) days after the date hereof, or shipment of which is postponed by Customer until after such time, shall be subject to increase by ThinkSafe. Customer will be given reasonable notice of any such increases. If Customer considers the new prices unacceptable, Customer within ten (10) days after such notice may cancel that portion of any order subject to the price increase. ThinkSafe may invoice Customer for Goods ready for delivery but held by ThinkSafe at the request of Customer for more than thirty (30) days past the shipment date indicated herein.
b. Customer is solely responsible for all taxes, fees and permits relating to the sale, use or installation of the Goods and upon notice (whether at time of original invoice or thereafter) shall promptly reimburse ThinkSafe therefore. Any addition or modification hereto requested by Customer shall be charged to Customer at ThinkSafe's prevailing rates. The stated purchase price does not include performance or observation of any installation services, which are solely Customer's responsibility. Typographic or other errors in stated prices are subject to correction.
3. Shipment: Unless otherwise stated herein, all shipments are F.O.B. ThinkSafe's facility and Customer shall be responsible for all shipping and insurance costs. ThinkSafe shall select the carrier and may provide such carrier with reasonable shipping instructions; however, such carrier shall be deemed Customer's agent for all purposes. Delivery to any carrier shall constitute delivery to Customer, and title and risk of loss shall pass to Customer when the Goods are so delivered.
4. Inspection: Customer acknowledges that it has a reasonable opportunity to inspect the Goods prior to accepting delivery thereof from the carrier and that it shall be deemed to have waived any nonconformities of the Goods to this Contract which are discoverable at that time unless it notifies ThinkSafe thereof prior to accepting the Goods from the carrier. Customer further agrees that is shall be deemed to have waived any other nonconformities which are discoverable upon visual inspection if such nonconformities are not reported orally to ThinkSafe within one business day and confirmed in writing by Customer within three business days after delivery by the carrier.
5. Insecurity: If, in ThinkSafe's sole judgment, Customer's financial condition or other circumstances cause ThinkSafe to be insecure with respect to Customer's performance of any obligation or duty under this Contract, ThinkSafe may (I) cancel this Contract, (II) revoke or change any terms of credit previously granted, (III) suspend production, delivery or any other performance until Customer makes payment in full with respect thereto or provides other adequate assurances of performance, or (IV) exercises any other rights provided by law. In the event of a default hereunder by Customer, Customer shall reimburse ThinkSafe for all damages suffered and costs incurred as a result of Customer's default including, but not limited to, all collections costs and reasonable attorneys' fees.
6. Miscellaneous:
a. ThinkSafe shall not be in breach of this Contract or be liable to Customer or any other person in any manner on account of any delay in or failure of delivery or other nonperformance caused in whole or in part by, or otherwise materially related to, the occurrence of any contingency beyond ThinkSafe's reasonable control, including, without limitation, any act of God, fire, strikes, equipment breakdowns, transportation delays, shortage of or inability to secure labor, fuel, materials or supplies at reasonable prices or from regular sources, any existing or future laws or regulations which affect the conduct of ThinkSafe's business, or any other cause or causes, whether or not similar in nature to those herein before specified, beyond ThinkSafe's control.
b. The shipment dates specified in this Contract are ThinkSafe's estimates only and ThinkSafe shall not be liable for any costs or damages incurred if delivery is not made on the estimated date or within a reasonable time thereafter. In the case of any other breach or default, Customer's sole remedy shall be reasonable cover. In no event shall ThinkSafe be liable for lost profits, or incidental, consequential, punitive or other damages of any description.
c. Customer shall be solely responsible for installation and maintenance of the Goods in accordance with ThinkSafe's current operation guidelines, applicable law and industry practices. Customer agrees to hold harmless, indemnify and defend ThinkSafe from and against any claims, liability, damages or expenses incurred by ThinkSafe, including attorneys' fees and costs, as a result of Customer's failure to follow such specifications, instructions, guidelines, laws or regulations.
d. All notices hereunder shall be in writing. This Contract shall be deemed to have been made in and governed by the laws of the State of Iowa. Any dispute hereunder shall be brought in the state or federal courts of the State of Iowa, and the Customer agrees to the personal jurisdiction of such courts.
7. RETURNS: If you are not satisfied with your purchase we will accept the product back 100% money back on the product but shipping must be prepaid. We do not accept CODs and custom orders are not returnable.
a. Returns subject to minimum 20% Restocking Fee and must accompany a written Return Materials Authorizations (RMA) form from Think Safe. An RMA number is not a guarantee of refund or reflection of any other information.
b. All return goods to be in unused, 100% saleable condition, in standard Seller's order multiple quantities (if applicable) and less than 90 days old. If applicable, all security tags, plastic wrapping or labels must also be intact.
c. Expiration-dated or custom product and discontinued items may be non-returnable for credit or exchange. Items with expiration dates will be reviewed on an item-by-item basis.
d. Return Materials Authorization (RMA) will expire 30 days from issuance. All goods referenced in RMA must be received by Think Safe prior to 30 day RMA expiration period for full issuance of any credit by Think Safe. Items not returned within 30 days will be eligible for exchange only.
e. Any damaged or missing items must be reported within 30 days of delivery by calling 888-473-1777. Please do not accept packages that show extensive damage or tampering. If an item was damaged during shipping all insurance claims will be handled through the carrier.
f. All returned merchandise is carefully inspected for damage including but not limited to: scratches, dents, dirt, signs of wear, etc. An item is considered to be in new /unused condition if there are no signs of wear, scratches, or any of the above listed attributes. A copy of the packing slip or the customer receipt must accompany all returns. Additionally, all applicable security tags and labels are present. We reserve the right to reject an item deemed unfit for re-stocking. We cannot accept items that show any indication of use.
g. Please call our customer service department at 888-473-1777 for your Return Authorization Number before returning items and include the RMA with your return shipment.
h. Make sure you send the RMA number back to us (either on a slip of paper inside or noted on the return label) with the unwanted item and please prepay shipping. This policy applies to any shipment. If you refuse the product, return shipping will be deducted from your merchandise credit card or other refund.
8. LIMITED WARRANTY AND DISCLAIMER: ThinkSafe's warranty, which applies to the Goods sold hereunder, is available upon request and the terms thereof are incorporated herein by reference (the "Limited Warranty"). ThinkSafe's Limited Warranty constitutes ThinkSafe only warranty or representation, express or implied, with respect to the Goods sold hereunder or any service, advice, or consultation, if any, furnished to the Customer by ThinkSafe or its representatives.
THINKSAFE EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE GOODS SOLD. THE SELLER (THINKSAFE) UNDERTAKES NO RESPONSIBILITY FOR THE QUALITY OF THE GOODS, EXCEPT AS OTHERWISE PROVIDED IN THIS CONTRACT. THE SELLER (THINKSAFE) ASSUMES NO RESPONSIBILITY THAT THE GOODS WILL BE FIT FOR ANY PARTICULAR PURPOSE FOR WHICH YOU (OWNER) MAY BE BUYING THESE GOODS, EXCEPT AS OTHERWISE PROVIDED IN THE CONTRACT. THE REMEDIES SET FORTH IN THE LIMITED WARRANTY ARE THE ONLY REMEDIES AVAILABLE TO ANY PERSON OR ENTITY FOR ANY CLAIM RELATING IN ANY MANNER TO THE GOODS SOLD. UNDER NO CIRCUMSTANCE SHALL THINKSAFE BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES OF ANY DESCRIPTION, RELATING TO THE GOODS SOLD OR ARISING OUT OF THEIR USE. IN NO EVENT SHALL THINKSAFE'S TOTAL LIABILITY FOR ANY SUCH AND ALL CLAIMS RELATING TO THE GOODS SOLD HEREUNDER EXCEED THE ORIGINAL PURCHASE PRICE OF THE GOODS TO WHICH SUCH LIABILITIES ACTUALLY OR ALLEGEDLY RELATE.
9. CONSUMER NOTICE: This warranty gives you (Owner) specific legal rights. You (Owner) may also have other rights which may vary from state to state.
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