Terms and Conditions of Sale:
PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.
These terms and conditions (“Agreement”) apply to your purchase of Élan Power Products LLC, Inc. (“Élan”) products and services (“Product”) provided to you. By accepting delivery of the Product, you accept and are bound to the terms and conditions of this Agreement. If you do not wish to be bound by this Agreement, you must notify Élan Power Products immediately and return your purchase. If returned, product(s) must remain in the boxes in which they were shipped. THIS AGREEMENT SHALL APPLY UNLESS (1) YOU HAVE A SEPARATE PURCHASE AGREEMENT WITH ÉLAN POWER PRODUCTS, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (2) OTHER ÉLAN POWER PRODUCTS TERMS AND CONDITIONS APPLY TO THE TRANSACTION.
Other Documents. This agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both you and Élan Power Products.
Payment Terms; Orders; Quotes; Interest. Terms of payment are within Élan’s sole discretion, and unless otherwise agreed to by Élan, payment must be received by Élan Power Products prior to Élan Power Products acceptance of an order. Payment for the products will be made by check, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by Élan power products. Invoices are due and payable within the time period noted on the invoice, measured from the date of the invoice. Élan Power Products may invoice parts of an order separately. Your order is subject to cancellation by Élan power products, at Élan Power Products sole discretion. Unless you and Élan Power Products have agreed to a discount, Élan Power Products standard pricing policy for Élan Products shall apply. Élan Power Products is not responsible for errors in pricing, typographical, or other errors, in any offer by Élan Power Products and reserves the right to cancel any orders resulting from such errors.
Shipping Charges; Title; Risk of Loss. Shipping and handling are additional unless otherwise expressly indicated at the time of sale. Title to products passes from Élan Power Products to Customer on shipment from Élan Power Products facility. Loss or damage that occurs during shipping by a carrier selected by Élan Power Products is Élan Power Products responsibility. Loss or damage that occurs during shipping by a carrier selected by you is your responsibility. You must notify Élan within 21 days of the date of your invoice or acknowledgement if you believe any part of your purchase is missing, wrong or damaged. Unless you provide Élan with a valid and correct tax exemption certificate applicable to your purchase of Product and the Product ship-to location, you are responsible for sales and other taxes associated with the order. Shipping dates are estimates only. Title to software, if any, will remain with the applicable licensor(s).
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Warranties. ÉLAN POWER PRODUCTS MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OR REPRESENTATIONS FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ÉLAN PRODUCT IS SOLD EXPRESSLY ON AN “AS IS” BASIS.
Limitation of Liability. ÉLAN DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS, OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ÉLAN WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, ÉLAN IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY. THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
FURTHERMORE, WHILE ÉLAN USES BEST EFFORTS IN SOURCING, INSPECTING, AND TESTING PARTS AND MATERIALS FROM THIRD PARTY MANUFACTURERS AND SUPPLIERS INCORPORATED INTO PRODUCT PROVIDED TO YOU, ÉLAN DOES NOT ACCEPT ANY LIABILITY FOR SAID PARTS AND MATERIALS, AND YOU HEREBY INDEMNIFY AND HOLD HARMLESS ÉLAN FOR ANY DEFECTS IN SAID PARTS AND MATERIALS. THIS PROVISION DOES NOT LIMIT ANY OTHER PROVISION HEREIN.
Applicable Law; Not for Resale or Export. You agree to comply with all applicable laws and regulations. You agree and represent that you are buying only for your own internal use only, and not for resale or export. Élan has separate terms and conditions governing resale of Product by third parties. Terms and conditions for resale are located at (www.elanpowerproducts.com).
Governing Law. THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES HEREUNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING
STATUTORY, COMMON LAW AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND ÉLAN arising from or relating to this agreement, its interpretation, or the breach, termination or validity thereof, the relationships, which result from this agreement, Élan’s advertising, or any related purchase SHALL, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BE GOVERNED BY THE LAWS OF THE STATE OF GEORGIA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. Headings. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions and no construction or inference shall be derived there from.
NOTICE: All items set forth in this invoice are subject to Elan Power Products LLC Terms and conditions of sale, which may be amended from time to time on the sole discretion of Élan Power Products. By accepting delivery of the terms set forth in this invoice, you accept and are bound to Élan Power Products prevailing terms and conditions of sale.