Terms and Conditions

(1) Controlling Provisions 
(a) Generally. This document, including the provisions on the face of any quotation, acknowledgment or invoice in which it is referenced or to which it if attached (the “Contract”) , constitutes and offer by Safety1Industries (“seller”), to provide the products and/or services described herein ( the “products”) to the buyer , such acceptance is limited to the express terms contained herein, and seller acceptance of buyer’s prior offer is expressly conditioned on buyer’s assent to all of the terms and conditions set forth herein. Buyer’s acceptance of this offer is limited to the terms, covenants and conditions contained in this offer. Seller hereby objects to and rejects any additional, different or varying terms proposed by buyer , unless seller expressly assents to such terms in writing. Such proposal of additional, different or varying terms of the description, quantity, price or place or date of delivery of the products, and seller’s offer shall be deemed accepted without such additional, different or varying terms. THIS CONTRACT (INCLUDING ALL ITEMS EXPRESSLY INCORPORATED BY REFERENCE) CONSTITUTES THE FINAL EXPRESSION OF THE TERMS BETWEEN SELLER AND BUYER REGARDING THE PRODUCTS AND IS COMPLETE AND EXCLUSIVE STATEMENT OF THOSE TERMS. ANY TERMS, CONDITIONS, NEGOTIATIONS OR UNDERSTANDINGS WHICH ARE NOT CONTAINED IN THIS CONTRACT SHALL HAVE NO FORCE OR EFFECT UNLESS MADE IN WRITING AND SIGNED BY SELLER AND BUYER. Seller’s sales representatives are without authority to change, modify or alter the terms of this contract. 

(b) Acceptance. Buyer shall be deemed to have made an unqualified acceptance of this offer and the terms and conditions herein on the earliest of the following to occur. (a) Seller’s receipt of a copy of this contract (or any document in which this is referenced or to which it is attached) signed by buyer, (b) buyer’s payment of any amounts due under this contract, (c) buyer’s delivery to seller of any material to be furnished by buyer, (d) seller’s delivery of the products, (e) failure by buyer to notify seller to the contrary within ten days of receipt of this contract ( or any document in which this is referenced or to which it is attached) or (f) any other event constituting acceptance under applicable law. 

(c) Governing Law. This contract shall be governed by and construed according to the internal laws of the Commonwealth of Virginia, U.S.A. , including, without limitation, the uniform commercial code as adopted in the Commonwealth of Virginia, U.S.A. Neither this contract nor sales hereunder shall be governed by the provisions of the United Nations Convention on contracts for the international sale of goods. Any cause of action, claim, suit or demand by buyer allegedly arising from or related to the terms of this contract or the relationship of the parties shall be brought in a court situated in the Commonwealth of Virginia, U.S.A. Both parties hereby irrevocably admit themselves to and consent to the jurisdiction of said court. 

(d) Severability; Waiver. The invalidity of any provision or clause of this contract shall not affect the validity of any other provision or clause hereof. Seller reserves the right to correct clerical or similar errors relating to price or any other term shown in this contract. The failure of either party to insist, in any one or more instances, upon performance of any term, covenant or condition of this contract shall not be construed as a waiver or relinquishment or any right granted hereunder or the future performance of such term, covenant or condition. 

(e) Compliance with Laws. Buyer agrees to comply with all laws and regulations applicable to the purchase, transport, use, storage, sale, lease and/or disposal of the products. 
(e) 1. Trademarks. appearing at the site may be owned and/or registered by parties other than Safety1 Industries LLC. , as denoted by express attribution or the clear implication of context. No representation contained at the site should be constructed to authorize the reproduction, retransmission or other use of the trademarks of Safety1 Industries.com or other parties. 

2. Delivery 
(a) Generally. Seller shall deliver the products F.O.B. the shipping point. All risk of loss, damage or delay, and title to products, shall pass from seller to buyer upon seller’s delivery of the products F.O.B. the shipping point. Partial shipments shall be permitted. 
(a) 1. Prices. are subject to change without notice. Safety1Industries LLC. is not responsible for typographical errors. 

(b) Delivery dates. All delivery dates are approximate. Delivery dates given by seller are based on prompt receipt of all necessary information regarding the order. Seller will use reasonable efforts to meet such delivery dates, but does not guarantee to meet such dates. Failure by seller to meet any delivery date does not constitute a cause for cancellation and/or damages of any kind. Time for delivery shall not be of the essence. 
(b) 1.Separate charges for shipping and handling will be shown on Safety1Industries LLC. invoice(s). You are responsible for all applicable sales and other taxes associated with the order. If applicable, a separate charge for taxes will be shown on Safety1 Industries LLC. invoice. Safety1 Industries LLC. will not be responsible for delays in delivery due to events beyond its control, including shortage of materials, labor strikes, transportation failures or acts of God.

(c) Delivery delays. Any delay in delivery due to causes beyond seller’s reasonable control, or due to any causes specified in the following sentence, shall extend the term of delivery by a period equal to the length of such delay. In the event of delay in delivery requested by buyer or caused by buyer’s (a) failure to supply adequate instructions, (b) failure to arrange for pickup, (c) failure to supply or approve necessary data in a timely manner, (d) requested changes or (e) failure to provide documents or materials required for seller to effect delivery, seller will store all products at buyer’s risk and expense. Buyer shall pay all storage costs and expenses upon seller’s demand. 

(d) Claims. Claims for shortages or other errors must be made in writing to sellers within 30 days after seller’s delivery. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by buyer. 

(e) Orders. Buyer shall ensure that its orders are received by seller within the minimum lead times and quantities(where applicable) indicated on the applicable quote or other communication by the seller. Buyer’s orders or mutually agreed change orders shall be subject to all provisions of this contract, whether or not the order or change order so states. 

3. Prices: Taxes 
(a) Prices . Unless prices are stated on the face hereof, prices shall be the higher of seller’s most recent quote to buyer, prevailing market price, seller’s list price or the last price charged by seller to buyer for the products. Unless otherwise stated on the face hereof, prices are in U.S. Dollars , F.O.B. the shipping point. Prices are subject to increase based on any event or cause that impacts the price or availability of materials or supplies, including, without limitation , foreign exchange rates, increases in raw material costs , inflation and increases in labor and other production and supply costs. 

(b) Taxes. Buyer shall pay or reimburse seller on demand for all taxes, fees and costs, including without limitation, any manufacturer’s tax, retailer’s occupation tax, sales tax, excise tax, value added tax, duty, customs agent or broker fees, inspection or testing fee, freight costs, insurance, consular fees or any other tax, fee or charge of any nature whatsoever, including interest, imposed on, in connection with or measured by any transaction between seller and the buyer, in addition to the prices quoted or invoiced. 

4. Terms of Payment 
(a) Terms of payment are within Safety1 Industries LLC. sole discretion, and unless otherwise agreed to by Safety1 Industries LLC., payment must be received by Safety1 Industries LLC. prior to Safety1 Industries LLC. acceptance of an order. Payment for the products will be made by credit card, wire transfer, or some other prearranged payment method. Safety1 Industries LLC. may invoice parts of an order separately. Orders are not binding upon Safety1 Industries LLC. until accepted by Safety1 Industries LLC. Any quotations given by Safety1 Industries LLC. will be valid for the period stated on the quotation. Customer agrees to pay interest on all past-due sums at the highest rate allowed by law. 

(b) Credit card authorization and verification must be received prior to processing. Federal Express and UPS deliveries occur Monday through Friday, excluding holidays. If you require express or 2 day shipping, please contact us for charges during business hours Monday through Friday. 

5. Cancellations, Changes and Returns
(a) Cancellations . All undelivered products may be cancelled by buyer only upon written approval of an authorized representative of seller. In the event of any cancellation of an order by buyer, buyer shall pay to seller its reasonable costs and expenses, plus sellers usual rate of profit for similar work.
(a) 1. Once you place an order for custom-cut, customer built or special order items your order is considered non-cancelable and any custom-cut, customer built or special order items purchased by you are also non-returnable. 

(b) Changes. Seller reserves the right to change the price, terms of payment and delivery dates for any products affected by any alterations or modification. 

(c) Return Policy. If you are not satisfied with a product, contact us within 30 days of receipt. A refund will be arranged excluding freight charges upon inspection. Return merchandise must be shipped in original packaging, freight prepaid, unused, and in resalable condition and are subject to 15% restocking fee. Before returning product, call (877) 789-7901 for a Return Merchandise Authorization. Safey First inspects all returns and reserves the right to refuse credits on damaged, misused or non-resalable items. 

Return Goods Authorization (RGA) All returns require an RMA number which must be arranged in advance at (877) 789-7901 . Please have the following information on hand when calling: 
• Customer name 
• Invoice number 
• Serial number(if applicable) 
• Reason for return 

Your only obligation is the freight charge and restocking fee where applicable, provided your return is complete with original packaging, all documentation, warranty cards, cables etc. Safety1Industries LLC. reserves the right to authorize product returns after 30 days have passed from the invoice date. If the product is accepted after this period, it is subject to a 15% restocking fee and credit will be issued toward future purchase only. 

6.Limited Warranty 
(a) Limited Warranty. Seller warrants to buyer that its products will be free from material defects in workmanship and materials under normal use and service for a period of 90 days from the date of seller’s delivery of products (the “Warranty Period”). There is NO WARRENTY in cases of damage in transit, negligence, abuse, abnormal usage, misuse, accidents , normal wear and tear, damage due to environment or natural elements, failure to follow seller’s instructions or improper installation, storage or maintenance. This warranty does not cover parts furnished but not produced or manufactured by seller, and seller’s sole obligation with respect to such parts shall be limited to assigning or transferring to buyer any written warranty extended to seller by the manufacturer of such parts to the extent such warranty may reasonably be assigned or transferred. However, seller does not adopt, guarantee or represent that the manufacturer will comply with any of the terms of the warranty of such manufacturer. 

(b) Remedy. Seller’s sole and exclusive obligation under this warranty (and buyer’s sole and exclusive remedy) shall be, upon prompt written notice by buyer during the warranty period of any breach, to either, at seller’s option, repair or replace without charge, F.O.B. Seller’s facility, any defective product or part thereof expressly warranted herein by seller against defects and found by seller in its sole discretion to be defective and covered by this warranty or credit buyer for the purchase price paid for such product or part. SELLER SHALL NOT BE LIABLE TO BUYER, OR TO ANYONE CLAIMING UNDER BUYER, FOR ANY OTHER OBLIGATIONS OR LIABILITIES, INCLUDING , WITHOUT LIMITATION, OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORT OR ANY THEORY OF STRICT LIABILITY, WITH RESPECT TO THE PRODUCTS OR SELLER’S ACTS OR OMISSIONS OR OTHERWISE. This warranty covers only replacement or repair of defective products or parts thereof at seller’s facility and does not include the cost of field service travel and living expenses, labor, inspection, removal or installation of new products or parts or normal maintenance. 

(c) LIMITATION ON DAMAGES. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, COMPENSATORY, PUNITIVE, CONSEQUENTIAL, INDIRECT, SPECIAL OR OTHER DAMAGES. SELLER’S AGGREGATE LIABILITY WITH RESPECT TO A DEFECTIVE PRODUCT AND THIS CONTRACT SHALL BE LIMITED TO THE MONIES PAID TO SELLER FOR THAT DEFECTIVE PRODUCT. 

(d) No Waiver or additional Expenses. Any assistance seller provides to or procures for buyer outside the terms, limitations or exclusions of this warranty will not constitute a waiver of the terms, limitations or exclusions of his limited warranty, nor will such assistance extend or revive the warranty. Seller will not reimburse buyer for any expenses incurred by the buyer in repairing, correcting or replacing any defective products, except for those incurred with seller’s prior written permission. 

7. DISCLAIMER OF OTHER WARRENTIES. SELLER AND BUYER AGREE THAT THE EXPRESS WARRENTIES IN THE PRECEDING SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRENTIES (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARENTIES OF MERCHANTABILIT OR FITNESS FOR A PARTICULAR PURPOSE). SELLER HEREBY DISCLAIMS AND EXCLUDES ALL OTHER WARRENTIES. Any oral or written description of the products is for the sole purpose of identifying the products and shall not be construed as an express warranty. Prior to using or permitting use of the products, buyer shall determine the suitability of the products for the intended use and buyer shall assume all risk and liability whatsoever in connection therewith.

8. Engineering Data. Except to the extent provided by buyer to seller, all engineering data, design information, concepts and engineering and shop drawings used in the completion of this order are and shall remain seller’s property. Buyer shall not copy, reproduce, distribute, publish or communicate to any third party such data without the prior written permission of an authorized representative of seller. Seller hereby gives its permission to the buyer to distribute product data or operation and maintenance information to the end user. 

9. Patent infringement and defects in buyer’s specifications. Orders manufactured to buyer’s specifications, drawings, designs or descriptions are executed only with the understanding that buyer will indemnify and hold harmless seller from any and all damages sustained by seller, including, without limitation, reasonable attorneys fees, resulting from any action or threatened action against seller for (a) infringement of the patents or proprietary rights of any other person, or (b) injury to person or property, including death, relating to defects in buyer’s specifications, drawings, designs or descriptions. 

10. Indemnification. Buyer hereby releases and agrees to indemnify, defend and hold harmless seller, its shareholders, officers, agents, employees, affiliates, successors, assigns and third-party suppliers (Seller’s Indemnified Parties”) from and against any and all direct and indirect claims, debts, actions, causes of action, liabilities, losses, suits, demands, fines, penalties, judgments, omissions, damages or expenses whatsoever, including, without limitation, attorneys fees and costs (“Damages”), incurred by or against Seller or any of seller’s indemnified parties due to or arising out of, in connection with, resulting from or relating to (i) misrepresentations, breach of the warranties, representatives, covenants or agreements contained in this contract or any law by buyer or any of buyer’s shareholders, members, directors, managers, officers employees, affiliates, representatives, agents, successors or assigns ( “Buyer Parties”), or (ii) any damage to or destruction of property, or injury to or death of persons caused, or alleged to have been caused, in whole or in part, by any intentional, reckless, negligent or other act ( or failure to act) of buyer or any of buyer’s parties, or (iii) losses, damages or injuries caused by buyer’s products, buyer’s specifications, designs, approvals or instructions provided to seller, or due to improper application or use of the products or otherwise. Prior to settling any claim, Buyer will give seller an opportunity to participate in the defense and/ or settlement of such claim. Buyer shall not settle any claim without seller’s written consent. In the event of any recall affecting the products, seller shall have the right to control the recall process and buyer shall fully cooperate with seller in connection with the recall. 

11. Confidential Information. Buyer acknowledges that all trade secrets, designs, specifications and other Confidential Information ( as defined below) which may be disclosed to it by seller shall at all times, both during and after expiration or termination of this contract for any reason, remain the exclusive property of seller and that buyer shall not acquire any proprietary interest whatsoever therein. “Confidential Information” means all knowledge and information disclosed by seller to buyer orally or in writing, or acquired by buyer through observation, regarding seller’s products, technology, inventions, formulas, know-how, services, forecasts, sales methods, customer lists, customer usages and requirements , financial information, business plans, strategies and future business relationships, with the exception of such information which (i) was already part of the public domain at the time of the disclosure by seller; (ii) becomes part of the public domain through no fault of the buyer(but only after and only to the extent that it is published or otherwise becomes part of the public domain); (iii) was in buyer’s possession prior to the disclosure by seller and was not acquired, directly or indirectly, from seller or from a third party who was under a continuing obligation of confidence to seller; or (iv) is received (after the disclosure by seller) by buyer from a third party who did not require buyer to hold it in confidence and did not acquire it directly or indirectly from seller under a continuing obligation of confidence. Except as necessary to perform its duties under this contract, buyer shall not use or disclose any of such confidential information, but shall use the greater of the degree of care required by this contract or the same degree of care given its own trades secrets and confidential information. Upon expiration or termination of this contract for any reason, buyer shall, within 15 days, surrender to seller all plans, drawings specifications, sketches, pictures, films, tapes, computer disks, literature, samples, documents, other tangible objects and all copies thereof relating to trade secrets and other confidential information and all of seller’s property. Buyer shall be permitted to destroy rather than return all analyses, extracts and summaries prepared by buyer which contain confidential information, and such destruction shall be certified in writing to seller by an authorized officer of buyer who has supervised such destruction. Nothing in this contract shall be construed to limit or negate the common or statutory law of torts or trade secrets where it provides seller with broader protection than that provided herein. 

12. Assignment. Neither party shall assign or transfer this contract or any interest or duty of performance herein without the prior written consent of the other party; provided, however, that seller may assign, without buyer’s consent, this contract and its interest herein to any affiliate or to any entity succeeding to seller’s business and/or perform through subcontractors. Subject to the foregoing, these terms and conditions shall be binding on and inure to the benefit of the parties and their successors and assigns. 

13. Force Majeure. Seller shall not be responsible for delay in delivery or failure to fill orders or other default or damage where such has been caused by an act of God, war, major disaster, terrorism, third-party criminal acts, insurrection, riot, flood, earthquake, fire, strike, lockout or other labor disturbance, delay by carriers, shortage of fuel, power, materials or supplies, operation of statutes, laws, rules or rulings of any court or government, demand for goods exceeding seller’s available supply or any other cause beyond seller’s control. In the event of any delay in delivery, failure to fill orders or other default or damage caused by any of the foregoing. Seller may, at its option and without liability, prorate its deliveries, cancel all or any portion of this contract and/or extend any date upon which performance is due hereunder. 

14. Survival. The provisions in sections 1, 4, 8, 9, 10, 11 and 15 and the warranty and damage limitations in sections 6 and 7, and any other provision the performance of effectiveness of which naturally survives, shall survive expiration or termination of the parties’ agreement for any reason. All of the seller’s remedies herein are cumulative and not exclusive of any other remedies available to seller at law, by contract or in equity.