TERMS AND CONDITIONS OF SALE AND USE
ShawTech LLC. (the “Seller”) offers its products (“Products”) to the purchaser (the “Buyer”) pursuant to these Terms and Conditions of Sale and Use (“Terms and Conditions”). Buyer agrees that these Terms and Conditions apply to all sales of the Products as well as use thereafter. If Buyer resells to and/or installs Seller’s Products for its customers, Buyer agrees that it shall provide a copy of these Terms and Conditions to its customers. Please carefully review this information. These Terms and Conditions include limited warranties and disclaimers of liability. Any attempted revision of these Terms and Conditions by Buyer is hereby rejected by Seller.
Use and Indemnification
Modification to, reverse engineering of, or copying the Products is strictly prohibited. The Products have been designed by Seller for a specific use. Modification of the Products by Buyer by application of additional components to the Products and/or removal of provided components from the Products or misuse of the Products, can lead to Product malfunction. Malfunction risks include but are not limited to Product damage, other property damage, serious physical injury, disability and/or death (“Risks”). Buyer will defend, indemnify, and hold Seller harmless from and against any such Risks and/or improper installation of Seller’s Products unless caused by Seller’s gross negligence. The Products may not be used for unlawful purposes or any use other than as permanent outdoor lighting and/or window lighting. Modifications to, or misuse of, the Products by Buyer will render Seller’s limited warranty null and void. Buyer shall comply with all applicable laws and regulations relating to the safety of persons or property while installing the Products.
Seller warrants the Products against defective materials and workmanship for a period of twelve months from date of purchase. Any Product determined by the Seller to be defective will be replaced in whole or part as determined by the Seller. Seller’s warranty does not include any labor costs or other claims for costs or damages. Products damaged due to improper installation or usage will render this warranty null and void. SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Seller agrees to provide Buyer with technical support for twelve months after the date of purchase. If Buyer resells and/or installs Seller’s Products, then Buyer assumes responsibility for technical support for its customers. Seller may provide to Buyer, in its sole discretion, technical assistance if Buyer cannot resolve a technical issue with its customer.
Products may be returned within 30 days of purchase for a full refund of the purchase price less a 5% restocking fee. If any Product cables have been cut or modified, a 15% fee will be deducted. If any LEDs have been cut or modified, a 30% fee will be deducted. Buyer will be responsible for any shipping costs associated with returning the Products to Seller. Products shall not be returned to Seller without prior written authorization from Seller.
Limitation of Liability
In no event shall Seller be liable for indirect, punitive, incidental, special or consequential damages of any nature whatsoever, arising out of or connected with the use or misuse of the Products. Seller’s total liability hereunder shall be capped at the purchase price of the Products, regardless of the sole or partial negligence of Seller, excluding Seller’s gross negligence.
Governing Law and Venue. These Terms and Conditions and all issues, disputes and matters arising therefrom will be governed by and construed in accordance with Utah law, exclusive of that body of law governing conflicts of laws. Venue shall be in Wasatch County, UT.
Disputes and Attorneys’ Fees. All disputes under these Terms and Conditions will be subject to mediation. If a dispute cannot be resolved by mediation, it will be resolved by binding arbitration conducted under the rules of the American Arbitration Association. Mediation and arbitration proceedings will be held in Wasatch County, UT. The parties shall pay their own mediator’s fees. Except as provided above, each party shall be responsible for its own costs of mediation. The prevailing party in any arbitration proceeding shall be entitled to an award of its reasonable attorneys’ fees and costs. Agreements reached in mediation or arbitration shall be enforceable as settlement agreements in any court having jurisdiction thereof. In no event may a demand for mediation or arbitration be made after the date when the institution of legal or equitable proceedings based on the claims would be barred by the applicable statutes of limitation.
Modification. These Terms and Conditions may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of these Terms and Conditions shall be binding unless it is in writing and signed by all parties.
Entire Agreement. These Terms and Conditions constitute the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of these Terms and Conditions and supersede all prior and contemporaneous understandings or agreements.
Severability. If any term or provision of these Terms and Conditions is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provision or part thereof shall be stricken and such provision shall not affect the legality, enforceability, or validity of the remainder of these Terms and Conditions. If any provision or part hereof is stricken in accordance with the provisions of this section, then the stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.
Survival. Except as otherwise expressly provided herein or in any instrument, certificate, exhibit, or other writing intended by the parties to be a part of these Terms and Conditions, these Terms and Conditions shall survive for three years after the date of purchase of the Products.
Ambiguities. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting these Terms and Conditions. The language in this these Terms and Conditions shall be interpreted as to its fair meaning and not strictly for or against any party.
Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms and Conditions shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy.
Headings. The headings herein are included for convenience only and shall neither affect the construction or interpretation of any provision in these Terms and Conditions nor affect any of the rights or obligations of the parties to these Terms and Conditions.
Force Majeure. No party shall be liable for any failure to perform its obligations (except payment obligations) in connection with any action described in this Contract, if such failure results from any act of God, riot, war, civil unrest, quarantine, epidemic, pandemic, flood, earthquake, or other cause beyond such party’s reasonable control (including any mechanical, electronic, or communications failure, but excluding failure caused by a party’s financial condition or negligence).