THE TERMS AND CONDITIONS SET FORTH ON THIS FORM (THE “TERMS”) AND ANY WRITTEN AGREEMENT EXECUTED BY BUYER AND CITY FIRE AND SAFETY, INC. (“AGREEMENT”) CONSTITUTE THE ENTIRE AGREEMENT BETWEEN CITY FIRE AND SAFETY, INC., BY AND ON BEHALF OF ITS SUBSIDIARIES AND AFFILIATES, (“CITY FIRE AND SAFETY”) AND BUYER (“BUYER”). CITY FIRE AND SAFETY WILL NOT BE BOUND BY ANY ADDITIONAL OR DIFFERENT TERMS ON BUYER’S ORDER OR OTHER DOCUMENTS THAT ARE INCONSISTENT WITH THESE TERMS. ACCEPTANCE BY BUYER OF THESE TERMS MAY BE MADE BY (1) WRITTEN ACCEPTANCE, (2) USE OF CITY FIRE AND SAFETY’S ONLINE ORDERING SYSTEM OR (3) RECEIPT BY BUYER OF DELIVERY OF ANY PRODUCTS FROM CITY FIRE AND SAFETY, WHICHEVER FIRST OCCURS.
Buyer will submit orders for products and services through City Fire and Safety’s online ordering system for safety and industrial supplies, medical, and specialty tools and related equipment and services, located on the World Wide Web at www.cityfireandsafety.com These Terms apply to all orders for products and services accepted by City Fire and Safety. Acceptance of Buyer’s order by City Fire and Safety will be made only on the express understanding and condition that insofar as these Terms conflict with any terms and conditions in Buyer’s order, these Terms shall govern. No order shall be binding upon City Fire and Safety until City Fire and Safety sends Buyer confirmation of such order through electronic mail, facsimile, or other written communication.
PRICES, TAXES, PAYMENT PRICES
All prices quoted, all orders accepted, and all billings rendered are exclusive of all federal, state and local withholding, excise, sales, use and similar taxes, fees, or charges imposed by any governmental authority on this transaction. All prices presented on the site are subject to change at any time and without notice. Buyer will reimburse City Fire and Safety for any such tax, fee or charge, at the time of sale or thereafter, that City Fire and Safety is required to pay. Terms of payment are Net 30 days unless otherwise stated at time of order and on confirmation. In the event that payment is not received within the time period specified in the payment terms, any unpaid balance shall bear interest at the rate of 1.5%per month, or the maximum amount allowed by law, if lower. At its discretion City Fire and Safety may extend credit to Buyer, and any amount of credit extended by City Fire and Safety to Buyer may be changed or withdrawn completely by City Fire and Safety at anytime without prior notice. On any order for which credit is not extended by City Fire and Safety, shipment or delivery shall require, at City Fire and Safety’ election, cash with order (in whole or in part), or C.O.D. or sight draft attached to the bill of lading or other shipping documents, and all costs of collection shall be paid by Buyer. If any proceeding is brought by or against Buyer under bankruptcy or insolvency laws, City Fire and Safety shall be entitled to cancel any order by Buyer then outstanding without prior notice.
TITLE, DELIVERY, AND ACCEPTANCE
All sales of products are made F.O.B. the shipping point. Buyer will be responsible for all shipping and insurance charges, and will reimburse City Fire and Safety for all shipping and insurance costs City Fire and Safety incurs. Title and risk of loss of or damage to the products shall pass to Buyer on the date the products are delivered to a common carrier at the shipping point (“Shipment Date”). In the event of any default by Buyer, City Fire and Safety may decline to make further shipments without in any way affecting its rights. City Fire and Safety will not be liable for delay or non-delivery of the products, resulting or arising from any cause beyond the reasonable control of City Fire and Safety. The products will be deemed accepted on the Shipment Date.
Until full payment has been received, City Fire and Safety reserves, a purchase money security interest in the products sold. Buyer agrees to execute any document appropriate or necessary to perfect the security interest of City Fire and Safety, or in the alternative, City Fire and Safety may file these Terms as a financing statement and/or chattel mortgage.
“Confidential Information” shall mean any information disclosed by one party to the other which is marked or identified as “Confidential”, “Proprietary” or in some other manner to indicate its confidential nature, or information which the receiving party should know that the disclosing party would reasonably regard as confidential. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as set forth herein, and shall use reasonable efforts not to disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties shall use at least the same degree of care, which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other party under this Agreement. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Notwithstanding the above, neither party shall have liability to the other with regard to any Confidential Information of the other which the receiving party can prove:
- was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party;
- was known to the receiving party, without restriction, at the time of disclosure;
- is disclosed with the prior written approval of the disclosing party;
- was independently developed by the receiving party without any use of the Confidential Information;
- became known to the receiving party, without restriction, from a source other than the disclosing party, without breach of this Agreement by the receiving party and otherwise not in violation of the disclosing party’s rights; or
Buyer shall indemnify, defend, and hold harmless City Fire and Safety and its employees, agents, successors, officers, and assigns, from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that City Fire and Safety may sustain or incur arising from (a) Buyer’s use of the products (including without limitation to storage, handling, and transportation of products), (b) use of the products by a third party with Buyer’s authorization, (c) use of the products by a third party without Buyer’s authorization, where such unauthorized use is due to Buyer’s negligent act or omission, or willful misconduct, (d) Buyer’s failure to comply with any applicable laws and regulations (including without limitation those regarding the export of products or technology abroad, the Toxic Substance Control Act, and the Emergency Planning and Community Right-to-Know Act of 1986, or to obtain any licenses or approvals from the appropriate government agencies necessary to purchase and use the products), or (e) the Buyer’s breach of any of its obligations set forth in these Terms or in the Agreement. City Fire and Safety will provide Buyer with: (i) prompt written notice of such claim of which City Fire and Safety is aware; (ii) control over the defense and settlement of such claim; and (iii) proper and full information and assistance at Buyer’s expense to settle and/or defend any such claim. Notwithstanding the foregoing, Buyer shall not settle any such claim, suit or proceeding without the written consent of City Fire and Safety, which shall not be unreasonably withheld.
Any forward-looking statements contained in or on City Fire and Safety On-line including, without limitation, those concerning projected costs, profit, net income after taxes and earnings per share, involve risks and uncertainties, and are subject to change based on various factors, including, without limitation, the impact of changes in economies, achievement of cost reductions and efficiencies, changes in currencies, changes in interest rates, the continued development and acceptance of new products and processes, the impact of competitive products and pricing, future mergers and acquisitions (including any related charges, transactions costs and operational risks), risks associated with foreign operations, litigation, the impact of tax and other legislation and regulation in the jurisdictions in which the company operates, and other risk factors listed from time to time in City Fire and Safety’ SEC reports.
WARRANTIES AND DISCLAIMERS
All information appearing on City Fire and Safety On-line is provided “AS IS” and without warranties of any kind with respect to its correctness, accuracy, reliability or otherwise. City Fire and Safety provides no warranty with respect to City Fire and Safety On-line or the products and/or services sold hereunder, except those products directly manufactured by City Fire and Safety and services directly provided by City Fire and Safety. For products not directly manufactured by City Fire and Safety and services not directly provided by City Fire and Safety, Buyer receives a warranty on such products or services, if any, directly from the manufacturer of those products or provider of those services to the extent such “pass-through” warranties are available. Upon the request of the Buyer, City Fire and Safety will use commercially reasonable efforts to inform the Buyer of the warranty policy of a particular manufacturer or service provider, or to direct Buyer to a source of such information. City Fire and Safety MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO City Fire and Safety ON-LINE OR THE PRODUCTS AND SERVICES SOLD HEREUNDER. City Fire and Safety EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. City Fire and Safety DOES NOT WARRANT THAT OPERATION OF City Fire and Safety ON- LINE WILL BE UNINTERRUPTED OR FREE FROM ERRORS, THAT DEFECTS WILL BE CORRECTED OR THAT City Fire and Safety ON-LINE OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
LIMITATION OF LIABILITY
CITY FIRE AND SAFETY SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, NOR FOR ANY LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN IF CITY FIRE AND SAFETY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD PARTY CLAIMS AGAINST BUYER. CITY FIRE AND SAFETY’S TOTAL LIABILITY UNDER THIS AGREEMENT WITH RESPECT TO ANY PRODUCT OR SERVICE SOLD HEREUNDER SHALL IN NO EVENT EXCEED THE PRICE PAID BY BUYER FOR SUCH PRODUCT OR SERVICE.
City Fire and Safety reserves the right to modify any programs, policies, information, products and services contained on City Fire and Safety On-line at any time and without notice to Buyer. A Buyer who uses information contained on City Fire and Safety On-line or makes decisions based on such information does so at his own risk. These Terms and performance by the parties hereunder shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to provisions on the conflicts of laws. Buyer and City Fire and Safety consent to the exclusive venue in, the state and federal courts of the Commonwealth of Pennsylvania. Buyer shall not assign (a) any order for products and/or services placed through City Fire and Safety On-line or (b) any interest in or any rights under such order, without the prior written consent of City Fire and Safety. These Terms constitute the entire agreement between City Fire and Safety and Buyer and supersede all previous communications, representations and agreements (except for the Agreement), whether oral or written, between Buyer and City Fire and Safety with respect to the subject matter hereof. These Terms may not be modified, supplemented, qualified, or interpreted except in writing signed by Buyer and City Fire and Safety. The failure by City Fire and Safety to enforce at any time any of the provisions in these Terms will in no way be construed as a waiver of such provisions.
ACCESS AND USE OF INFORMATION
Access to this site is limited to viewing the linked pages solely for legitimate business purposes to access the information provided by City Fire and Safety at this site. Any access or attempt to access other areas of the City Fire and Safety computer systems or other information contained on the system for any purposes is strictly prohibited. You may not use any information contained on this site other than in connection with a legitimate business purpose.
This site contains many City Fire and Safety, and third-party trademarks and service marks. All marks are the property of their respective companies. All rights in the intellectual property contained in this Web site including copyright, trademarks, trade secret and patent rights are reserved. Access to this Web site does not constitute a right to copy or use any of the third parties’ intellectual property of City Fire and Safety or its suppliers. Statutory notice contained herein represents trademark status in the United States.
All materials contained on this Site are subject to the ownership rights of City Fire and Safety, Inc. and its Suppliers. City Fire and Safety hereby authorizes you to make a single copy of the content herein for your use in learning about, evaluating, or acquiring City Fire and Safety services or products. You agree that any copy made must include City Fire and Safety copyright notice. No other permission is granted to you to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter, or modify the content contained herein.
All remarks, suggestions, ideas, graphics or other information communicated to City Fire and Safety through this site will forever be the property of City Fire and Safety. Unless otherwise specified in writing, all material submitted to City Fire and Safety will be presumed to be public and City Fire and Safety will not be required to treat the information as confidential. City Fire and Safety shall have exclusive ownership of all present and future existing rights in the information, without compensation to the person sending the information.
The terms and conditions of use contained in City Fire and Safety’ Web site Terms and Conditions of Use contained herein, forms, acknowledgments, quotations, invoices and sales terms and conditions, are incorporated herein by reference and constitute the entire and exclusive agreement between BUYER and the City Fire and Safety.
If any provision of these Terms of Purchase shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any other legal provisions hereof which together shall then be construed as if such illegal and unenforceable provision or provisions had not been inserted herein, unless such illegality or unenforceability shall destroy the underlying business purpose of these Terms and Conditions of Use.