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| Conditions of Use |
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Background:
Solid State Racing LLC, ("SSR") supplies products and services to commercial entities and private persons (The Buyer). The Buyer (as identified in the related quote, Purchase Order or online purchase) is interested in purchasing from SSR those products and/or services as more fully described in the Buyer's Purchase Order or SSR's quote, as applicable (the " Products and/or Services"). These Terms and Conditions and Conditions to Purchase Order shall be deemed incorporated into Buyer's Purchase Order for the Products and/or Services whether or not specifically referenced therein.
Offer & Acceptance; Agreement:
Buyer's acceptance of SSR's quote and/or SSR's acceptance of Buyer's written Purchase Order and/or acceptance of Buyer's online Purchase Order is limited to acceptance of the express terms and conditions contained herein. Once accepted, SSR's quote or Buyer's Purchase Order or online purchase order, as the case may be, together with these Terms and Conditions, and any supplementary written information incorporated by reference herein, shall be the complete and exclusive statement of the parties' agreement and supercedes any prior discussions, negotiations, agreements, and understandings. Any modifications proposed by Buyer are not part of the parties' agreement in the absence of SSR's written acceptance thereof. Any terms or provisions in the Purchase Order which are in any way inconsistent with those herein shall be null and void and the Terms and Conditions herein shall control. The placing of a Purchase Order or online purchase order to SSR shall constitute acceptance of the Terms and Conditions contained herein.
Purchase Price And Payment Terms:
The price quoted by SSR for the Products and/or Services is in U.S. dollars or equivalent from the date of purchase order or online purchase order. The price is for the quantity shown and subject to any taxes, freight, duty, and custom's charges are to the account of the Buyer.
All sales are subject to the approval of SSR's credit department.
Warranty:
SSR warrants the Products and/or Services to be free from defects in material and workmanship and that the Services will conform to SSR's published specifications or, if applicable, Buyer's specifications accepted by SSR in a separate writing. SSR's obligation under this warranty shall be limited to providing replacement products and/or services to the extent of any defective Services, or at SSR's election, to the repayment or crediting of Buyer with an amount equal to the purchase price of such defective Services whether such claims are for breach of warranty, breach of contract, or negligence. This warranty shall extend for one (1) months from date of the original purchase by the original buyer only, and shall apply only to those goods which upon SSR's examination disclose to its satisfaction that the Services and/or products in question were in fact defective. THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON SSR's PART. THIS WARRANTY SHALL NOT APPLY TO ANY PART WHICH HAS BEEN SUBJECT TO ACCIDENT, NEGLIGENCE, ALTERATION, ABUSE OR MISUSE OR WHICH IS DEFECTIVE. SSR MAKES NO WARRANTY WHATSOEVER IN RESPECT TO ACCESSORIES OR PARTS NOT SUPPLIED BY SSR. Notwithstanding the foregoing, any parts purchased by SSR from its vendors shall only carry the vendor's specific warranty, to the extent transferable to Buyer. No representation or warranty, expressed or implied, made by any sales representative or other agent or representative of SSR, which is not specifically set forth herein, shall be binding upon SSR.
Inspection And Rejection:
Final inspection of the Products and/or Services purchased pursuant to the terms hereof shall be at Buyer's premises unless otherwise agreed in writing. The Services (or parts) rejected as not conforming to the Purchase Order, or as otherwise defective, shall be returned at Buyer's initial expense, including transportation and handling costs, but subject to reimbursement by SSR upon confirmation of the defect claimed. Acceptance by Buyer of shipment of the Products and/or Services rendered by SSR shall be deemed to have occurred no later than ten (10) days following receipt of such shipment by Buyer, unless a timely rejection has been made by that date.
Confidentiality And Non-Disclosure:
Buyer recognizes that SSR is the owner of certain confidential and proprietary information relating to the development and application of the Products and/or Services, which includes specifications, technological know-how and other types of information or data, including certain patents related thereto (the "Technical Information"). Buyer agrees not to, directly or indirectly, disclose, disseminate or otherwise publish to any third-party any of the Technical Information. Buyer further agrees to protect from disclosure SSR's Technical Information to the same extent which Buyer seeks to protect its own Technical Information from disclosure (but in no event will Buyer exercise less than reasonable measures). The confidentiality obligations herein shall not apply to any Technical Information which (a) at the time of disclosure is in the public domain, (b) after disclosure becomes part of the public domain other than through a breach of a non-disclosure obligation, or (c) was received from a third-party who acquired such information through lawful means and without any breach of a non-disclosure obligation. Tooling and gages, if any, for which Buyer is invoiced shall remain property of SSR unless otherwise indicated and shall be maintained by SSR only as long as reasonable usage warrants, as determined by SSR in its sole discretion.
Patents:
SSR shall indemnify and save Buyer harmless from any judgments for damages and their costs which may be rendered against Buyer in any suit brought against Buyer on account of the infringement of any United States patent by any goods supplied by SSR hereunder, provided that Buyer promptly notifies SSR of the commencement of any such suit and authorizes SSR to settle or defend such suit as SSR may see fit, and provided further that Buyer renders every reasonable assistance which SSR may require in defending any such suit. This indemnity shall not apply if Buyer has furnished the specifications for the product or Services, or if Buyer has altered or modified in any way such product or Services. In that event, Buyer shall indemnify and hold SSR harmless for any claim of patent infringement.
Taxes:
Buyer shall be responsible for all taxes, duties, assessments and other governmental charges related to the sale and shipment of the Products and/or provision of the Services; provided, however, SSR shall be responsible for U.S. income taxes related to amounts received by SSR in connection with its sale of the Services to Buyer.
Termination:
The Purchase Order and these Terms and Conditions may be terminated in any of the following ways:
A. By mutual agreement of SSR and Buyer;
B. By SSR, on thirty (30) days prior written notice, in the event that:
(i) Buyer breaches or otherwise fails to comply with any provision contained herein, and such breach is not cured within that time period;
(ii) SSR reasonably believes that Buyer's financial condition places it in a position of being unlikely to be able to meet its contractual obligations;
(iii) Buyer defaults under any other material contract to which it is a party; or
(iv) Buyer sells all or substantially all of its assets, a majority of its voting stock or merges with another entity.
C. By Buyer, upon thirty (30) days prior written notice, in the event that:
(i) SSR breaches or otherwise fails to comply with any provision contained herein, and such breach is not cured within that time period;
(ii) Buyer reasonably believes that SSR's financial condition places it in a position of being unlikely to be able to meet its contractual obligations;
(iii) SSR defaults under any other material contract to which it is a party; or
(iv) SSR sells all or substantially all of its assets, a majority of its voting stock or merges with another entity, unless SSR is the surviving corporation in any such merger.
D. By SSR for any reason by giving a full refund for the ordered products.
Currency:
All payments shall be in U.S. currency or equivalent. Payments not made within the time period required herein shall bear interest at the rate of one (1%) percent per month on the unpaid amount. In the event that SSR finds it necessary to take action to collect any unpaid amounts, Buyer shall be responsible for all costs and attorney fees incurred by SSR in connection therewith.
Limitation Of Damages:
SSR SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, INSPECTION, HANDLING OR USE OF THE GOODS OR FROM THE PRODUCTS AND/OR SERVICES PROVIDED BY SSR OR FROM ANY OTHER CAUSE RELATING THERETO, AND SSR'S LIABILITY HEREUNDER, IN ANY CASE, IS EXPRESSLY LIMITED TO PROVIDING REPLACEMENT SERVICES FOR THOSE SERVICES NOT COMPLYING WITH THE TERMS HEREOF OR, AT SSR'S ELECTION, TO THE REPAYMENT OR CREDITING OF BUYER WITH AN AMOUNT EQUAL TO THE PURCHASE PRICE PAID BY BUYER FOR THE NON-COMPLYING SERVICES. IF BUYER BRINGS ANY ACTION AT LAW OR EQUITY IN CONNECTION WITH THE PURCHASE ORDER OR THESE TERMS AND CONDITIONS, NO CAUSE OF ACTION BY BUYER SHALL INCLUDE A CLAIM, NOR MAY RECOVERY BE HAD AGAINST SSR, FOR ANY PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PROPERTY OR PERSONS (INCLUDING DEATH), FOR LOSS OF USE, LOSS OF TIME, LOSS OF PROFITS OR INCOME, OR OTHERWISE. SSR'S LIABILITY SHALL BE SPECIFICALLY LIMITED AS PROVIDED HEREIN.
Force Majeure:
Except for payment obligations of Buyer hereunder, neither party shall be liable under the purchase agreement for delays in performance or failure to perform its obligations caused by circumstances beyond its control, including but not limited to, acts of God, wars, riots, strikes, floods, labor disputes, accidents, and governmental restrictions.
Miscellaneous:
The following miscellaneous terms and Conditions shall apply:
A. These Terms and Conditions may be executed in counterparts (including counterpart facsimiles) and each counterpart shall be deemed to be an original instrument, but all counterparts shall together constitute one agreement.
B. In case any one or more of the provisions contained in these Terms and Conditions shall for any reason be held to be invalid, illegal or unenforceable in any respect, that disability shall not affect any other provision herein and these Terms and Conditions shall be construed as if that provision had never been contained herein.
C. Captions to paragraphs of in these Terms and Conditions have been included solely for the sake of convenient reference, and are entirely without substantive effect.
D. These Terms and Conditions shall be binding upon, and its benefits shall inure to, the parties hereto and their respective heirs, representatives, successors, and assigns.
E. The Purchase Order and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of the Michigan with the courts sitting in either Oakland County, Michigan or the United States District Court for the Eastern District of Michigan having exclusive jurisdiction.
F. The Purchase Order and these Terms and Conditions embody the entire understanding between the parties with respect to the transaction contemplated herein. All prior or contemporaneous agreements, understandings, representations, warranties, and statements, oral or written, are merged into these Terms and Conditions. Neither these Terms and Conditions nor any of its provisions may be waived, modified, amended, discharged, or terminated except by an instrument in writing signed by the party against which that enforcement is sought and then only to the extent set forth in that instrument.
Assignment:
Buyer may not assign its rights under the Purchase Order or these Terms and Conditions without the prior written consent of SSR. Any assignment made without SSR's written consent shall be null and void.
Tooling:
Unless otherwise stated in quote, any tooling is assumed to remain property of SSR.
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