Terms and conditions of sale
These terms and conditions of sale constitute an integral part of To The Top
climbing Walls ("Seller's") purchase quotation attached hereto (the "Quotation").
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- Upon the signing and returning of the Quotation by buyer to Seller, the Quotation will constitute a valid purchase order (the "Purchase Order"), which includes these terms and conditions of sale, and which shall be binding upon buyer.
2. The Buyer warrants, declares and undertakes the following:
- The Goods described in (the "Quotation") meet with the Buyer's needs and or
- The location designated for installation is fit and compatible, by its
nature, location, physical and geographical characteristics for setting
up and operating the Goods.
- The Buyer acquired any and all necessary licenses and permissions for
the installation and operating the Goods.
- The Purchase Order shall be binding on Seller only upon Seller's written confirmation and acceptance of the Purchase Order.
- The "Products" referred to herein, shall mean the product specified in the Quotation.
The color, sizes, designs, details of the products can differ. The design is used as an example only and may differ from the finished product.
Products can be substituted for another or similar product due to an out of stock situation without the consent of the Buyer.
- The price specified in the Quotation shall be valid for the period of time specified in the Quotation, or, in the absence of such specification, for a period of 14 (fourteen) days from receipt of the Quotation by buyer.
- Price quoted is the net amount to be received by Seller.
- Price quoted is for door to door delivery.
- Any payment not made on its due date shall bear interest at the rate of two percent (2%) per month, compounded monthly, until full payment is made.
- Delivery date is as specified in the Quotation. Delivery date is estimated only. The Seller shall not be responsible for any delay caused by, or related to, any circumstances of force majeure, including without limitation, fire, war, act of God, strike, governmental action, or any other circumstances beyond Seller's control. Any delay, shall not relieve buyer of its obligations under the Purchase Order. Delivery of the goods by the seller to the agreed destination shall constitute delivery to buyer (hereinafter the "delivery").
- The buyer shall be responsible for any damages and/or of loss of goods that shall occur after the delivery.
- No property rights of the goods shall be transferred to the buyer until the seller has received full payment.
- Prices quoted do not include the cost of any inspections or permits.
- The Buyer shall compensate the seller for any loss and/or damage by
reason of and/or regard of failure and/or default on the part of the
Buyer and/or the Buyer's a bank with respect to the payments of the
any other payments under this agreement.
- No refunds on payments shall be given on cancelled orders.
- Title to the Products shall remain with Seller until full payment for such Products is received by Seller. Buyer shall execute, upon request by Seller, financing statements deemed necessary by Seller to perfect its security interest. Customer hereby authorizes Buyer to file a copy of this security agreement or a financial statement with the appropriate authorities at any time thereafter as a financing statement in order to perfect Seller's security interest.
- Failure to make full payment when due shall entitle Seller, without liability, to repossess the Product and avail itself of any other legal or equitable remedy.
- The Buyer will acquire, in advance, all the necessary licenses and/or permission required any Law and/or Regulation and/or Authority, if any, for the installation and the operation of the Goods.
- Provides suitable and sufficient insurance to cover any damage or loss caused to the Buyer and or the Buyer's employees and or the Seller and or any third party and or caused to the Goods and or to any materials, equipment and property, that occurred during the installation/operation of the goods.
- The Buyer shall be held liable for any claim proceedings, costs, loss, damage both
body and property damages) unless such claim, proceedings, costs, loss, damage
caused by the seller's negligent conduct or omission during the installation of the
- Failure to fulfill or meet all the requirements of the terms and conditions will result in further surcharges to the buyer.
- All extra surcharges which are not under the control of the seller will be paid for immediately by the buyer.
- Risk of loss and damage shall pass to the buyer, upon delivery of the Products, after which the buyer shall be responsible for loss, damage, theft, defects or destruction caused to the Products, due to any cause whatsoever.
- Buyer shall be responsible for insurance of the Products from the time the risk of loss and damage passes to the buyer, as provided hereinabove. The buyer shall provide Seller with a certificate of insurance as evidence of coverage.
- The Goods shall conform to the specifications set forth in "the quotation" and will be free from defects in panels only for a period of 12 months. The Seller makes no other warranties to the Buyer, express or implied.
- The warranty, mentioned above, does not include engineer safety inspection. The Buyer shall conduct such inspection at its own expense and shall repeat such an inspection once a every year or according to local regulations.
- The Seller shall not be under any liability in respect of any defect arising from the installation, fair wear and willful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions or misuse or alteration or repair of the Goods without the Seller's approval.
- The Seller shall not be under any liability, under the above warranty, if the
consideration has not been paid in full by the due dates of each payment.
- The Seller assumes no liability for consequential damages, anticipated or lost profits, incidental damages, loss of time, or other losses incurred by the Buyer or any third party in connection with the Goods.
- The Goods may be dangerous especially if not property used and the appropriate precautions taken. The Buyer accordingly agrees it shall take such
steps as are reasonably practicable or usual to eliminate or reduce any
risk to health and or safety to which use of the Good may give rise.
- The Buyer shall be responsible for the acquiring of any knowledge,
know how, safety regulations etc, regarding the operation of the
Goods and he waves any claim he might have against the Seller in this
- The installation is at Buyer's expense. Buyer will provide, at its own expense, suitable foundations and utility connections as required for the Product. Installation schedules, when provided by Seller, are estimates and are solely to assist buyer's planning and supervision of the installation and shall not be construed to mean a requirement that such period is sufficient in duration for completion of said installation.
- It is understood that Seller's repair services are intended only to maintain the Products free from defects in materials and workmanship, when used according to Seller's user manual and instructions for use. Any maintenance or parts required for causes or damages not attributable to normal wear and tear will be provided by Seller's prevailing rate for travel, labor and parts. This includes, without limitation, Product malfunction or damage due to improper or unauthorized use or modification of the Product, or unauthorized or improper attempts to repair the Products, etc.. Without derogating from any of the aforesaid, Seller shall not be responsible for any defect or damage caused by use which is not according to Seller's user manual and instructions for use.
- THE LIMITED WARRANTIES SET FORTH IN THIS AGREEMENT ARE GIVEN TO BUYER ONLY, ARE NOT ENFORCEABLE BY ANY OTHER ENTITY OR PERSON, AND ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY SELLER WITH RESPECT TO THE PRODUCT. SELLER EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
- IN NO EVENT SHALL SELLER BEAR ANY LIABILITY, OBLIGATION OR RESPONSIBILITY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE PRODUCT REGARDLESS OF THE FORM OF ACTION, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY AMOUNT GREATER THAN THE AMOUNT PAID TO IT IN RESPECT OF THE PRODUCT GIVING RISE TO THE LIABILITY.
- During the Warranty and Support Period the Customer Commits to:
- Maintain the Products environment according to Seller's instructions.
- Notify Seller immediately of any Product malfunction, and not to perform or attempt to perform any repairs, adjustments, or modifications to the Products, without prior approval of Seller.
- Goods believed to be faulty will be returned in its original packaging and unused at buyer's expense. The seller retains the right to replace or repair goods. If possible replacement components will be supplied to the buyer and repaired at the buyer's expense. Goods damaged due to wear and tear, misuse, shipping, etc. Will not be replaced, repaired or refunded by the seller.
- Refunds if agreed by the seller will be given as a credit on goods or services.
- Goods given to the buyer free of charge are not covered by any warranty, non transferable and non refundable.
- No warranty or liability is given which is supplied by the seller, directly or indirectly on any Products not manufactured by the seller.
- Buyer shall keep confidential and shall not disclose, divulge or reveal to any third party,
without Seller's prior written consent, any information received by it from Seller with regard
to the Product, its components, all manuals and any other written material provided to buyer
by Seller, unless designated non-confidential by Seller. Such proprietary technology
and information shall be used by buyer only to the extent reasonably necessary for the
proper operation of the Product. Buyer shall not, and shall not permit, abet or aid
others to, translate, reverse engineer, decompile, disassemble, update, modify,
reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the Product.
- It is expressly understood and agreed that Seller shall retain all proprietary rights of any kind whatsoever to any invention, software, improvement or design developed by Seller during the course of the parties' relationship, including, but not limited to, all patent rights, and all common law rights provided however that buyer shall only have the limited right to use the Product delivered by Seller here under.
- Buyer shall hold Seller harmless and indemnify Seller against any and all costs, expenses or damages, including, without limitation, attorney's fees, arising from, or relating to, any claims or causes of actions, tort or otherwise, which may be asserted against Seller, by any third person or entity resulting from any act or omission of buyer or any other cause of action, arising out of, or in connection with the subsequent sale of the Products by buyer, its agents or affiliates.
- In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency, by or against buyer, or in the event of the inability of the buyer to meet its debts as they become due, or in the event of the appointment, with or without buyer's consent, of any assignee for the benefit of creditors, or receiver, Seller shall be entitled, at its absolute and sole discretion, to cancel any unfilled part of this Purchase Order without any liability whatsoever.
- No modification of the general terms and conditions of sale herein shall be effective unless set forth in writing by an authorized representative of Seller, and duly signed by all parties hereto. No waiver of any default or breach, by any party, shall be deemed to be a waiver of any subsequent default or breach, by that party. Buyer may not deduct or set-off, for any reason whatsoever, from the stated prices any sum, not authorized by Seller in writing.
- No action shall be maintained by the Buyer against the Seller unless written notice of any claim alleged to exist is delivered by the Buyer to the Seller within 14 days after the event complained of first becomes known to the Buyer, and an action is commenced by the Buyer within 60 days after such notice.