Terms & Conditions
SPARKCHARGE FINANCING AGREEMENT
This SPARKCHARGE SALE AGREEMENT (“Agreement”), dated as of (the “Effective Date”), is entered into between SPARKCHARGE, INC., a Delaware corporation (the “Company”) and (the “Customer”, and together with Company, the “Parties”, or individually, a “Party”’) as defined in Article IV, Section 16.
- WHERAS the Company wishes to sell to the Customer, and the Customer wishes to buy from the Company, one or more portable electric vehicle chargers and one or more portable electric vehicle batteries as well as related devices or components therefor (the “Products”), on the terms and conditions set forth in this Agreement; and
- WHEREAS the Parties contemplate and hereby agree that Customer shall be the end-user of the Products, and that the Customer’s aim in purchasing the Products is to use the Products in the course of their business.
- WHEREAS the Company shall always retain title of Products notwithstanding that the Customer has physical possession of Products, or in the event that the Customer completes 24 monthly payments of $150 per unit, after which Customer automatically gains ownership.
NOW, THEREFORE, the Parties agree as follows:
ARTICLE I. TERMS OF SALE.
- Terms of Sale. Company agrees to sell to Customer, and Customer agrees to purchase from Company, the Products specified in Exhibit A, at the prices, in the quantities and to the delivery location specified therein. Sale of the Products shall be initiated by Sale Orders placed by the Customer pursuant to Section 3
- Price and Quantity. The quantities stated in Exhibit A do not commit the Company to supplying a minimum quantity of Products. Company may, in its sole discretion, add or make changes to Products, or remove Products from Exhibit A by giving notice to Customer according to Section 14 of Article IV Any such changes to the Products do not obligate Company to modify any Products already delivered or to supply new Products to Customer. Prices stated in Exhibit A are exclusive of all sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Customer under this Agreement, for which Customer shall be responsible.
- Sale Orders. Company shall make available to Customer the Products through Sale Orders (each, a “O.”) submitted in writing. By placing a S.O., Customer makes an offer to purchase the Products under the terms and conditions of this Agreement, and on no other terms. Company may, in its sole discretion, accept or reject any order. No S.O. is binding on Company unless accepted by it. Company may accept any S.O. by confirming the order in writing, or by delivering the requested Products. If Company does not accept the S.O. within thirty (30) days of receipt of the S.O., the offer shall be deemed to have been rejected by Company. In no event shall any terms and conditions set forth on any S.O. submitted by Customer (including, without limitation, any preprinted terms and conditions of Customer), other than the terms and conditions set forth herein, be binding on Company, unless agreed to in writing by Company.
- Payment Terms. Unless otherwise agreed to by the Parties in writing on any applicable S.O. placed by the Customer and accepted by Company pursuant to Section 3 above, 100% of the $999 down-payment per Product will be invoiced to the Customer by Company upon receipt of Customer’s signed sale order; and $150 monthly payment per Product will be invoiced upon shipment delivery. $150 monthly payments per Product will continue for 24 months. After the 24-month period, title and ownership entirely passes to Customer, unless this agreement is terminated earlier pursuant to Article III. If shipments are delayed at the request of Customer, invoices may be rendered on the date(s) Company is prepared to make shipment(s). Interest at the rate of one and one-half percent (1.5%) per month (not to exceed the maximum interest allowable by law) shall be paid on the balance of any invoice not paid by Customer within 30 days of the invoice date. Such interest shall be in addition to the sale price hereunder. In addition:
- In the event Company engages a collection agency or commences a legal action or suit to collect the sale price or any part thereof, Customer shall, in addition to the full sale price, including interest, be liable for all costs and expenses of such legal action or suit (including reasonable attorney’s fees); and
- Company reserves the right to require cash-before-shipment payment terms from any Customer whose account is overdue or who has an unsatisfactory credit or payment record. Company may refuse to sell to any person until overdue accounts are paid in full
- Customer herein agrees that the Products cannot be sold to a third party.
- Changes and Cancellation of Orders. All changes in Products, materials, supplies, and/or labor made at the request of Customer shall be at its sole expense and sole risk. Orders may be cancelled only with Company’s written consent and upon payment of reasonable cancellation charges, including Company’s actual out of pocket costs, overhead and a 10% cancellation fee. Partial cancellation of an order may result in adjustment of prices for the balance of the order. Upon Customer enacting Termination at Will, all costs and risks associated with return and shipment of Products to Company are assumed by Customer.
- Product Holding Periods:
- If Customer makes 24 monthly payments, Customer automatically assumes title and ownership of Products. Customer has option to purchase Products and cease $150 monthly payments, by delivering written notice of its exercise of its option to purchase the Products from Company.
- Unless otherwise agreed to by the Parties in writing, risk of loss passes to Customer upon transfer of the Products by Company to a common carrier for delivery to Customer, such that Customer bears all risk of loss during transport and while the products are in its possession or control. Title to the Products shall pass to Customer only upon its exercise of its option to purchase the Products pursuant to Section 6 above.
- Customer is expected to make 24 monthly payments. Customer is granted the ability to terminate contract at will pursuant to Article III.
- Shipment, Title and Risk of Loss. Company shall always retain title of Products notwithstanding that the Customer has physical possession of Products.
- Upon Company’s receipt of the Customers $999 per Product down payments, Company will ship Products to Customer within a mutually agreed upon date range;
- Unless otherwise agreed to by the Parties in writing, title and risk of loss passes to Customer upon transfer of the Products by Company to a common carrier for delivery to Customer, such that Customer bears all risk of loss during transport. Risk of loss passes FOB sellers shipping vehicle;
- As collateral security for the payment of the sale price of the Products, Customer hereby grants to Company a lien in and to all of the right, and interest of Customer in the Products—and all accessions to, replacements for, and proceeds from (including insurance proceeds) those Products—wherever located and whenever acquired. This security interest is a sale purchase money security interest;
- Company encourages the Customer to sign up for insurance policy that will compensate the Customer in case loss occurs during shipment or product possession.
- Inspection and Acceptance of Products. Customer shall promptly inspect Products received under this Before the fifth (5th) day following delivery of the Products, Customer shall be deemed to have accepted the Products, unless it earlier notifies Company in writing and furnishes written evidence or other documentation as reasonably required by Company that the Products: (a) do not conform to Company’s limited warranties as provided herein; or (b) do not conform to the Products identified in the applicable accepted S.O.. or were otherwise delivered to Customer as a result of Company’s error. If Products are rejected, Company shall determine, in its sole discretion, whether it is responsible for the rejection, and, if so, shall determine, in its sole discretion, whether to repair or replace the Products, or to refund the price for the Products.
- No Setoff: Customer shall not, and acknowledges that it will not, have any right to withhold, offset, recoup or debit any amounts owed (or to become due and owing ) to Company, whether under this Agreement or otherwise, against any other amount owed (or to become due and owing) to it by Company, whether relating to Company’s breach or non-performance of this Agreement or any other agreement between Customer or any of its affiliates, and Lessor or any of its affiliates, or otherwise.
- Training. Company will provide up to 1 hour of virtual or in-person safety and operational training, free of charge for a group of Customer’s personnel. All travel and living expenses incurred in connection with such training of Customer’s personnel shall be borne by Customer. Additional training shall be subject to prior mutual agreement of the parties. Customer hereby acknowledges and agrees that at least two (2) of its personnel must receive training as contemplated by this Section prior to Customer’s use of the Products, and it shall not allow any of its employees, contractors, affiliates, customers, agents, or any others who may be given access to the Products to use the Products without first having the user receive appropriate safety and operational training on the use of Products in strict accordance with Company’s written instructions contained in the most recent user manual published by Company. Customer further agrees that it shall be responsible for supervising any person using the Products while it is in the possession of any third parties.
- Technical Assistance and Product Support. Reasonable technical assistance and customer service from Company’s personnel will be provided during the Term. Upon reasonable request by Customer, Company will supply technical support to Customer for its sales activities including, but not limited to: (a) assistance in providing technical answers; (b) assistance in responding to technical inquiries from Customer; and (c) review and development of adaptations or applications of the Products.
- Insurance: Company encourages Customer to enroll in insurance policy that will fairly compensate Company in case loss to Products is incurred.
ARTICLE II. LICENSES, MARKETING, FACILITIES, AND INVENTORY.
- Licenses. Customer shall, at its own expense, obtain and maintain required certifications, credentials, licenses, and permits necessary to conduct business in accordance with this Agreement, including, but not limited to, any import licenses or permits necessary for the entry of the Products into the Territory, or their delivery to Customer. Customer shall be responsible for any customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with the importation and delivery of the Products.
- Marketing. Customer shall market, advertise, promote, and use the Products in a manner that reflects favorably at all times on Products and the good name, goodwill and reputation of Company and is consistent with good business practice. To accomplish these obligations, Customer shall follow any specific marketing and use guidelines provided by Company from time to time, including, without limitation. Customer shall give Company as much advance notice as possible of any prospective or actual changes in laws and regulations applicable to the use of the products in the Territory.
- Maintenance of Adequate Facilities and Inventory. Customer shall maintain a place of business which includes adequate office, storage, and warehouse facilities required and suitable for it to perform its duties under this Agreement.
- Knowledge of the Products. Customer shall have sufficient knowledge of the industry and products competitive with each Good (including specifications, features, and benefits) so as to be able to explain in detail to its personnel: (a) the differences between the Product and competing products; and (b) information on standard use instructions, protocols and features of each Product. Customer shall promptly notify Company of any complaint or adverse claim about any Good or its use of which Customer becomes aware.
ARTICLE III. SALE TERMINATION.
- Sale Termination at Will: This agreement shall continue until Sale is terminated by the Parties as follows: (a) either party may terminate the agreement at any time with 15 day’s advance written notice or (b) Customer may terminate this Agreement by exercising its option to purchase the Products pursuant to Article I, Section 6.
- Termination for Breach. Either Party may terminate this Agreement, upon written notice to the other Party, if the other Party is in material breach of this Agreement, and either the breach cannot be cured, or if the breach can be cured, it is not cured within twenty-one (21) days following the other Party’s receipt of written notice of such breach. Company may also, in its sole discretion, terminate this Agreement if Customer:
- Engages in any act or omission which Company deems, in its reasonable discretion, to be detrimental to its business or reputation;
- Defaults in any payment due hereunder and such default continues unremedied for a period of 10 calendar days following written notice by Company; or
- Petitions for reorganization, readjustment or rearrangement of its business affairs under any laws or governmental regulations relating to bankruptcy or insolvency, or is adjudicated bankrupt, or if a receiver is appointed for Customer, or if Customer makes or attempts to make an assignment for the benefit of creditors, or is unable to meet its obligations in the normal course of business as they fall due.
- Effect of Termination. Upon termination of this Agreement, all of Customer’s rights to purchase Products from Company shall cease as of the date of such termination. Upon termination of this Agreement:
- Customer must return Products to Company. Customer must provide a Product return date that is mutually agreed upon between Parties. Customer has seven days upon enacting Termination at Will to return Products to Company. If Customer breaches 7-day period, Company will pursue actions as listed in (Article 1, Section 4A).
- Customer shall cease to use any of Company’s trademarks, logos, or trade names in connection with the promotion or advertising of the Products;
- Customer shall return to Company all of its Confidential Information (defined below) in Customer’s possession, all of Company’s sales and marketing manuals, any equipment owned by Company, and any unused sales literature; provided, that, Customer may retain, upon terms mutually agreed in writing, materials necessary to perform any service obligations Customer has to customers by contract or under the law of the Territory;
- Customer shall, no later than 10 days after termination, pay Company any sums due to Company as of and through the date of termination; and
- Customer shall have the obligation, to:
- Return to Company, at Customer’s sole expense (F.O.B. Company’s Shipping Location) all Products sold within the ten (10) days preceding termination, for full invoice credit less any prompt payment discounts previously given or credits previously paid; and
- Pay to Company all amounts due to owing by reason of its exercise of its option to purchase the Products, if applicable.
- Effect of Termination on Future Sales of Products. Upon termination of this Agreement for any reason, Customer shall be prohibited from selling the Products.
ARTICLE IV. GENERAL PROVISIONS
- Warranties of the Company. Company makes no warranties regarding the Products, other than as provided herein, which will not apply when any Good has been: (a) subjected to abuse, negligence, accident, improper installation, inspection, handling or storage, or use contrary to any instructions issued by Company; (b) has been altered in any way by persons other than Company or its authorized representatives; or (c) has been used with any third party product that has not been previously approved in writing by Company.
- Company’s Express Limited Warranty. Company hereby represents and warrants that all Products will, for a period of twelve (12) months following receipt of any of the Products by Customer be free from any defects in workmanship and material.
EXCEPT FOR THE LIMITED EXPRESS WARRANTY PROVIDED BY COMPANY PROVIDED IN THIS SECTION: (A) NEITHER COMPANY NOR ANY PERSON ON ITS BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING ANY WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; (iii) TITLE; OR (iv) NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED; AND (B) CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY COMPANY, OR ANY OTHER PERSON ON ITS BEHALF, EXCEPT AS SPECIFICALLY DESCRIBED IN THIS SECTION.
- Limitation of Liability. EXCEPT AS SET FORTH IN SECTION 5 OF THIS ARTICLE IV, NEITHER PARTY SHALL BE LIABLE BEYOND THE PRICE PAID FOR THE PRODUCTS TO THE OTHER OR TO ANY THIRD PARTY FOR ANY PERSONAL INJURY, DEATH, DISABILITY, PROPERTY DAMAGE, LOSS OF CHANCE, EXPENSES, LOST REVENUES, LOST SAVINGS, LOST PROFITS, OR ANY OTHER INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY BUSINESS RELATING TO OR ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS HEREIN SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER ANY TERM OF THIS AGREEMENT.
- Company’s Trademark License Grant. Company hereby grants to Customer a limited, non-exclusive, non-transferable, and non-sublicensable license solely on or in connection with the promotion, advertising, and use of the Products in accordance with the terms and conditions of this Agreement, to use all Company’s trademark(s), whether registered or unregistered, including any registrations and applications which may be granted pursuant to such applications.
- Indemnification. Customer shall indemnify, defend and hold harmless Company and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party or awarded against Indemnified Party in a final judgment (collectively, “Losses”), relating to or arising out of any negligence, willful misconduct, or breach of any representation, warranty, or obligation of this Agreement by Customer.
- Confidential Information. All non-public, confidential, or proprietary information of the Company, including, but not limited to: (a) any written, printed, graphic, or electronically recorded materials furnished by Company for the Customer to use; (b) business plans, client lists, pricing, discounts, or rebates, operating procedures, trade secrets, design formulas, know-how and processes, specifications, samples, patterns, plans, drawings, documents computer programs and inventories, discoveries, and improvements of any kind; (c) information belonging to any clients or customers of Company about which the Customer gained knowledge as a result of its relationship with the Company hereunder—whether or not marked, designated, or otherwise identified as “confidential,” transmitted in connection with this Agreement (collectively, “Confidential Information”)—is confidential, solely for the use of performing this Agreement, and may not be disclosed or copied unless authorized by Company in writing. Additionally, the following terms apply to Customer’s use of any Confidential Information hereunder:
- Upon termination of this Agreement or at Company’s request, Customer shall promptly return all documents and other materials received from Company.
- Customer acknowledges that Company shall be entitled to injunctive relief for any violation of this Section.
- As additional protection for Company’s proprietary or confidential information, Customer agrees that during the Term of this Agreement, and for one year thereafter, Customer will not encourage or solicit any employee or consultant of the Company to leave its business for any reason.
- Nothing in this Section shall prohibit the Parties from entering into one or more additional agreement(s) regarding the protection and use of the Parties’ Confidential Information (each, an “NDA”). In the event the Parties enter into any such NDA, whichever terms of the NDA or the terms of this Agreement provide the greatest protection for the Parties’ Confidential Information shall control.
- Mediation and Binding Arbitration. If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to make a good faith effort to settle the dispute through mediation. Any settlement through mediation shall be binding upon the parties. Upon failure to resolve the dispute through mediation, the remaining dispute shall be settled by binding arbitration administered by an arbitrator through a reputable arbitration association such as the American Arbitration Association. All disputes shall be mediated and arbitrated in Middlesex County, Massachusetts and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This Section does not apply to any breach by Customer of its obligations set forth in Section 6 above regarding confidentiality.
- Entire Agreement; Amendment and Modification. This Agreement, together with any related Exhibits attached hereto, constitutes the entire agreement between the parties. This Agreement shall not be amended or modified except by a writing signed by duly authorized representatives of the parties. In the event of conflict between the terms of this Agreement and the terms of any sale order or other document submitted by one Party to the other, this Agreement shall control unless the Parties specifically otherwise agree in writing pursuant to this Section.
- Force Majeure. Company shall not be liable for any costs, damages, delays or non-performance under this Agreement caused by or arising out of an Act of God or other major event beyond its control, including, but not limited to, a natural disaster, pandemic, computer virus, or act of terrorism, war or governmental action. Insofar as compliance is not permanently impossible as a result of a force majeure event, Company’s obligations are suspended until the conditions constituting the Act of God are lifted.
- Assignment & Successors. Customer shall have no right to assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Company. This Agreement is binding on and will inure to the benefit of the respective successors, assigns, and personal representatives of the parties.
- Severability & Survival. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. Subject to the limitations and other provisions of this Agreement, the entirety of Article III, as well as Sections 1, 2, 3, 4, 5, and 6 of Article IV of this Agreement shall survive the termination of this Agreement.
- Applicable Law. This Agreement shall be governed by and construed according to the laws of the State of Delaware, without regard for conflicts of laws principles.
- Language. This Agreement is drafted in the English language. If this Agreement is translated into any other language, the meanings and interpretation of English text shall prevail.
- No Partnership. This Agreement does not create a partnership or joint venture relationship. The Customer does not have authority to enter into contracts on the Company’s behalf.
- Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be considered effective only as follows: (a) when delivered personally to the recipient’s address as stated on this Agreement, (b) three (3) days after being deposited in the United States mail, sent via certified mail with postage prepaid to the recipient’s address as stated on this Agreement, or (c) when sent electronically to the email address of the recipient stated in Section 15 Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail or the recipient delivers a written confirmation of receipt.
- Notice Address. All notices required under this Agreement shall be delivered to the addresses for each party set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section):
If to Company:
Attn: Joshua Aviv
24 Dane St
Somerville, MA 02143
If to Customer:
See contact information generated through e-commerce check out process that these terms and conditions are attached to.
To evidence the Parties’ agreement to this Agreement, they have executed and delivered it as of the Effective Date first written above.
AGREED TO BY:
Name: Joshua Aviv
Title: Chief Executive Officer
By checking the box going through checkout on online form the Customer, as defined in Article IV Section 16, agrees to the terms contained in this agreement.
IDENTIFICATION OF PRODUCTS, PRICE, QUANTITY, AND DELIVERY LOCATIONS SUBJECT TO CHANGE AT THE DISCRETION OF COMPANY
Customer’s Products, Price, Quantity and Delivery Locations are as defined in the SPARKCHARGE, INC E-commerce checkout cart.
SPECIAL TERMS AND CONDITIONS FOR SUPPLY OF SPARKCHARGE PRODUCT
As an express condition to the agreement of SparkCharge (COMPANY) to supply (CUSTOMER) as defined in Article IV, Section 16 with (the “PRODUCT”), CUSTOMER hereby agrees without reservation to all of the special terms and conditions set forth below.
- ACKNOWLEDGEMENT OF RISKS; FOR LIMITED USE ONLY. The PARTIES agree that such special terms and conditions are necessary because of the INHERENT DANGERS associated with the PRODUCT if it not properly used and/or operated in strict accordance with COMPANY’S written instructions, and then only by persons that are properly trained to use the PRODUCT. CUSTOMER hereby acknowledges and agrees that the PRODUCT has been designed, tested, certified, manufactured, and sold by COMPANY to CUSTOMER strictly for commercial use by trained technicians of COMPANY and/or CUSTOMER. Under no circumstances should the CUSTOMER, in turn, sell, offer for sale, or make the PRODUCT otherwise available for use or distribution to end consumers and/or members of the general public, which the CUSTOMER agrees is STRICTLY PROHIBITED.
- TRAINING AND SUPERVISION. Recognizing and acknowledging the INHERENT DANGERS associated with the PRODUCT, CUSTOMER will not, at any time, in any form or manner, use the PRODUCT, nor shall it allow any of its affiliates, Customers, agents, and all others who may be given access to the PRODUCT to use the PRODUCT, without first having the user receive appropriate safety and operational training, on the use of PRODUCT in strict accordance with COMPANY’S written instructions contained in the most recent user manual published by COMPANY. CUSTOMER further agrees that it shall be responsible for supervising any person using the PRODUCT while it is in CUSTOMER’S possession.
- SALES TO TRAINED END-USERS ONLY. CUSTOMER shall limit any distribution and/or follow-on sales of the PRODUCT to properly trained commercial Customers only. CUSTOMER will not and shall cause its Customers not to sell or otherwise distribute or make available the PRODUCT to individual consumers and/or members of the general public. Without limiting the foregoing, CUSTOMER will require its Customers to agree to all of the Special Terms and Conditions for the Supply of the PRODUCT as set forth herein and include in its terms and conditions of sale, among other things, an express prohibition restricting any untrained consumer or member of the general public from using the PRODUCT in any manner, including, without limitation, from setting up, testing, troubleshooting, starting, and connecting the PRODUCT to an Electric Vehicle (EV). Such terms and conditions shall require CUSTOMER’S Customer—for example, a business providing charge delivery or “concierge” services– to execute an acknowledgment that the PRODUCT shall be set up, connected to an EV, and safely initialized by trained professionals. Furthermore, CUSTOMER’S Customer shall ensure that recipients of charging services and other members of the general public agree, in writing, that they:
- Are aware of the dangers and hazards inherent in PRODUCT, both during use and when idle.
- Will not touch the PRODUCT before, during, or after charging.
- Will not attempt to connect or disconnect the charging cable from the EV.
- Will monitor the EV being charged to prevent any horseplay or other activity that could result in inadvertent contact with equipment.
- Will monitor the EV being charged to prevent any children from approaching the PRODUCT.
CUSTOMER will establish the necessary programs and procedures to ensure this is accomplished. CUSTOMER will implement measures and require its Customer to implement measures to ensure that only trained employees of a commercial owner of the PRODUCT can use the PRODUCT, including setting up, initiating, connecting, and ensuring safe operation of PRODUCT.
- RESALE/INDEMNIFICATION. As a further inducement and condition to COMPANY’S willingness to sell the PRODUCT to CUSTOMER, CUSTOMER HEREBY WAIVES, RESALES, AND DISCHARGES COMPANY from any and all loss or damage, and any claim or cause of action, present or future, whether known, anticipated or unanticipated, including but not limited to, liability for death, disability, personal injury, property damage, loss of property, or damage or loss of any other kind, resulting from or arising out of, or incident to, CUSTOMER’S use or CUSTOMER’S use of the PRODUCT in violation of COMPANY’S Standard Terms and Conditions of Sale accompanying the sale of the PRODUCT and these Special Terms and Conditions for the Supply of PRODUCT; and CUSTOMER HEREBY FURTHER AGREES ON BEHALF OF ITSELF AND ITS CUSTOMERS TO INDEMNIFY AND HOLD HARMLESS COMPANY from any and all liabilities or claims made in connection with CUSTOMER or CUSTOMER’S use of the PRODUCT in violation of the terms set forth herein. This resale and waiver of liability shall be construed broadly to provide a resale and waiver to the maximum extent permissible under applicable law.
- CONFLICT RESOLUTION. In the event of any conflict between any provision contained in these Special Terms and Conditions for Supply of Product and COMPANY’S Standard Terms and Conditions of Sale, these Special Terms and Conditions shall prevail and take precedence.
AGREED TO BY:
Name: Joshua Aviv
Title: Chief Executive Officer
By checking the box going through checkout on online form the Customer, as defined in Article IV Section 16, agrees to the terms contained in this agreement.