Terms & Conditions
PURCHASE ORDER TERMS AND CONDITIONS
OFFER AND ACCEPTANCE.
This Purchase Order consists of the Face Page and all of Seller’s Terms and Conditions presented herein. Seller is Etsah Holdings, LLC dba Select Mat. Purchaser is the buyer or lessee identified on the Face Page of this Purchase Order. This Purchase Order constitutes a contract between Purchaser and Seller for the purchase or lease from Seller of the goods and/or services identified on the Face Page hereof, subject to the Terms and Conditions set forth herein.
SELLER’S TERMS AND CONDITIONS CONTROL.
The inclusion of any Terms or Conditions proposed by Purchaser that are different from, in addition to, or that modify this Purchase Order are prohibited. Seller’s acceptance of payment for the goods and/or services from Purchaser shall not constitute assent to any such additional terms and conditions unless expressly agreed to in writing physically signed and approved by Seller. Purchaser acknowledges that this Purchase Order constitutes the entire agreement between Seller and Purchaser with respect to the subject matter hereof.
ELECTRONIC COMMUNICATION.
No email, SMS, MMS, IM or similar form of communication from Purchaser shall modify any of Seller’s Terms and Conditions unless accompanied by an independent attachment containing a document signed by both Seller and Purchaser, specifically referencing Seller’s Terms and Conditions and the parties’ mutual intent to so modify. No email, SMS, MMS, IM or similar form of communication from Purchaser attempting to modify or delete any of Seller’s Terms and Conditions is valid.
PURCHASE PRICE, PAYMENT, INVOICING.
The purchase or lease price of the goods and/or services is as set forth on the Face Page of this Purchase Order. Purchaser understands and agrees that the negotiated price is exclusive of all taxes, fees and other charges required by law unless otherwise stated on the Face Page. Purchaser acknowledges that payment is due in full upon receipt of the goods and/or services purchased or leased unless otherwise stated on the Face Page and signed by Seller and Purchaser. Purchaser acknowledges that this Purchase Order also constitutes an invoice for the goods and/or services purchased or leased from Seller.
PAYMENT TERMS.
The payment(s) owed to the Seller by the Purchaser will be net 15 from the date of the invoice unless otherwise stated in the Purchase Order.
TERMINATION OF PURCHASE ORDER.
Seller may terminate this Purchase Order if Purchaser fails to comply with any provisions of this Purchase Order. In the event this Purchase Order is terminated for any reason, Seller shall not be responsible for any losses or damages of any kind whatsoever incurred by Purchaser.
TITLE, RISK OF LOSS.
Title and risk of loss or damage to any of the goods and/or services shall pass to Purchaser when Purchaser receives delivery of the goods and/or services.
USE OF GOODS AND SERVICES.
Seller is not responsible for any damage or injury to any person or thing resulting from Purchaser’s use of any goods or services purchased or leased from Seller.
LIFT CALCULATIONS.
Purchaser is responsible for determining appropriate lift calculations before any lift to ensure the mat is suitable for such lift.
CHOICE OF MAT.
Purchaser is responsible for choosing the size, type and quality of mat needed for Purchaser’s projects and lifts. Seller is not responsible for any damage or harm to anyone or thing resulting from Purchaser’s use of Seller’s mats.
SURFACE PREPARATION.
Purchaser is responsible for ensuring that the surface beneath mats is properly prepared so that the mats are not compromised.
DAMAGE & TO LEASED MATS.
Purchaser shall return leased mats to Seller in generally the same condition such mats were found at the time of delivery to Purchaser. The Purchaser is liable for all causes of loss including theft, flood, and quake. When leased mats are damaged or lost, Purchaser shall remit to Seller the value of such loss as determined by Seller up to and including replacement value of mats where such mats are deemed by Seller unusable. Generally speaking, the replacement value shall be the retail value of a replacement mat less the lease payments paid to Seller to date on such mat by Purchaser.
REMEDIES.
(a) In the event this Purchase Order is not complied with by Purchaser, Seller, at its sole option, may exercise one or more of the following remedies: (i) terminate this Purchase Order; (ii) recover all loss, damage and expense resulting from such failure, by set-off or otherwise; (iii) retrieve delivered goods and (vii) exercise any other available remedy. Purchaser shall pay or otherwise be liable for any transportation, labor, and/or other expense incurred in connection with the foregoing, including Seller’s attorneys fees, costs and other charges incurred in connection with Seller’s exercise of remedies. Each of the rights and remedies herein reserved to Seller shall be cumulative and in addition to any other or further rights or remedies provided or available in law or equity or in this Purchase Order.
INDEMNIFICATION.
Purchaser, including Purchaser’s successors and assigns, agrees to release, defend, indemnify, and hold harmless Seller from and against any causes of action, claims, costs, damages, demands, expenses (including attorneys fees and expenses), liabilities, losses and claims of every kind and character, including personal injuries, property damage, environmental damage or pollution, arising from Purchasers use of the purchased or leased goods or services.
ASSIGNMENT AND SUBCONTRACTING..
Purchaser shall not assign or subcontract (in whole or in part) this Purchase Order or its obligations hereunder without the Seller’s prior written consent.
RELATIONSHIP OF THE PARTIES.
Seller and Purchaser are independent contracting parties and nothing herein or elsewhere shall make either party the agent, partner, employee, co-venturer, or legal representative of the other, nor does it grant either party any authority to assume or to create any obligation on behalf of the other.
FORCE MAJEURE.
Seller, by providing notice to Purchaser, may delay or be excused from timely performance of its obligations under this Purchase Order if such failure to perform in a timely manner was caused by circumstances beyond Seller’s reasonable control and not resulting from any material action or omission of Seller including fire, flood, earthquake, or other acts of God, war, embargo, accident, explosion, labor strike, or any governmental order, regulation, or restriction.
NOTICE.
Notices issued pursuant to this Purchase Order shall be to the addresses on the Face Page hereof and may be sent electronically.
MISCELLANEOUS.
If any part of this Purchase Order is held invalid, illegal, or otherwise unenforceable, the remainder shall not be affected thereby, and the part so held to be invalid, illegal, or unenforceable shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal, with the remainder remaining valid and enforceable. The parties acknowledge and agree that there has been no material representations by any person or party hereto as an inducement to enter into this Purchase Order, other than what is expressly set forth in this Purchase Order. Except as otherwise provided, no amendment or modification of this Purchase Order shall be valid unless evidenced by a writing specifically identifying this Purchase Order, stating the intent of the parties to amend it, and signed by an authorized agent of each party. No strike-through edits are valid amendments to this Purchase Order unless initialed by both parties. This Purchase Order constitutes the sole and complete agreement of the parties as to the subject matter hereof, and except as otherwise provided herein, supersedes all prior oral or written agreements of the parties concerning same.