1. General: These Terms and Conditions of Purchase (these “Terms”) are applicable to the purchase and sale of the services (“Services”) and articles, materials, good and/or products (collectively, the “Products”) described in the purchase order or service order (as the case may be, the “Order”) submitted to Fire-Dex, LLC (“Seller”) by the party identified as the Buyer on the face of the Order (“Buyer”) through Seller’s e-commerce platform, and by which these Terms are acknowledged by submission of the Order. These Terms and the Order (collectively, this “Agreement”) constitute a complete and exclusive statement of the agreement between Buyer and Seller with respect to the Products and Services. In the event of a conflict between the terms and conditions contained in this Agreement and any final order acknowledgement, the terms and conditions contained in this Agreement will govern. In the event of a conflict among the express terms and conditions contained in the Order and those contained in these Terms, the terms and conditions contained in the Order will govern. No modifications or additions to this Agreement will be binding upon Seller unless expressly consented to by Seller in writing. Any conflicting warranties, terms and conditions in any order acknowledgment or any document other than the Order or these Terms are specifically rejected by Seller. Seller’s acceptance of Buyer’s offer in the Order is limited to acceptance of the express terms contained herein and therein. Any proposal by Buyer for additional or different terms or any attempt by Buyer to vary, in any degree, any of the terms herein or in the Order will not operate as a rejection of such terms. Buyer’s proposal for additional terms will be deemed to be a proposal to materially alter the contract between the parties, and Buyer will be deemed to have become bound to the Order and these Terms without such additional or different terms, unless Buyer’s placement of the Order with such additional or different terms is expressly made conditional on Seller’s assent to such additional or different terms.
2. Acceptance: The Order is an offer to purchase the Products and/or Services, and when such offer is accepted by Seller this Agreement becomes the exclusive agreement between the parties relating to such Products and/or Services. Any of the following will constitute Seller’s unqualified acceptance of the Order: (i) written acknowledgment of the Order, (ii) shipment of any Products pursuant to the Order, (iii) acceptance of any payment for Products or Services, (iv) any performance by Seller of the Services, or (v) other commencement of performance pursuant to the Order.
3. Inspection: Buyer must promptly inspect Products and/or Services upon delivery or performance. Defective Products, or Products or Services not in conformance with the Order or Buyer’s or Seller’s description or specifications and which Buyer wishes to reject, will be held by Buyer pending receipt of instructions from Seller and, if Seller so directs, will be returned to Seller at Seller’s expense. Seller will inspect all Products prior to shipment to ensure conformance with all requirements of this Agreement.
4. Packing and Shipping: All items will be packaged, marked and otherwise prepared in accordance with good commercial practices. Each package must be numbered, and labeled with the Order number, stock number (if applicable), contents, and weight. An itemized packing list will be included in each shipment and the package containing the packing list must be clearly marked as such.
5. Prices and Payment Terms: All prices for Products and Services are subject to change without notice. The price charged for Products and Services will be the price in effect at the time the Order is placed and will be set forth in an Order confirmation. Posted prices do not include taxes or charges for shipping and handling. Price increases will only apply to an Order placed after such changes. Seller reserves the right to correct any errors, inaccuracies or omissions at any time and to cancel any Order arising from such occurrences. Payment is due immediately upon placement of the Order.
6. Delivery: Seller will arrange for shipment of the Products. Shipping terms for all Products are FOB Buyer’s manufacturing facility identified in the Order, and title to the Products will pass to Buyer at that point. Shipping and delivery dates are estimates only and cannot be guaranteed and Seller assumes no liability for delays in shipments. Shipping and handling charges to Buyer are reimbursement for costs incurred by Seller in the processing, handling, packing, shipping, and delivery of the Order.
7. Warranty: Seller’s warranties with respect to the Products are limited solely limited to those set forth in Seller’s Product Warranty Guide located on Seller’s website at: firedex.com/warranty. Seller warrants that it will perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 7, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS OR SERVICES, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
8. Indemnification and Insurance: Buyer will defend, indemnify, and hold harmless Seller, its officers, employees, agents, representatives, customers and affiliates (collectively, “Seller Indemnitees”) from and against any and all claims, suits, demands, losses, costs, damages, and expenses to any person of whatsoever nature or kind arising out of, as a result of, or in connection with (i) the Order, (ii) omissions of Buyer or its officers, employees, agents, representatives, affiliates or subcontractors, (iii) the Products (including, without limitation, product liability claims and claims that all or any part of the Products infringe the intellectual property rights of any third party), or (iv) the Services. Without in any way limiting the foregoing, Buyer and any person or entity performing work for or on behalf of Buyer under this Agreement must maintain public liability and property damage insurance covering Buyer’s obligations hereunder and will maintain, in accordance with applicable law, workers’ compensation insurance covering all employees performing work with respect to this Agreement. This Paragraph 8 will survive expiration or termination of this Agreement.
9. Termination: Seller will have the right, without liability to Seller, to cancel any unshipped portion of the Order (i) in the event Buyer has breached this Agreement, or (ii) in the event that Seller’s business is interrupted because of strikes, labor disturbances, riot, fire or Acts of God or any other cause beyond the control of Seller.
10. Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of Ohio, other than its conflicts of laws principles. The parties further agree that the exclusive venue for any litigation arising under this Agreement will be the Common Pleas Court of Medina County, Ohio.
11. Amendment: No amendment of any provision of this Agreement will be effective unless made in writing and signed by Seller. Any waiver of any right or remedy under this Agreement will be effective only if made in writing and only in the specific instance and for the specific purpose for which given. No failure to exercise, and no delay in exercising, any right hereunder will operate as a waiver thereof; nor will any failure to exercise, or partial exercise of, any right hereunder preclude any other or further exercise thereof or the exercise of any other right.
12. Integration: This Agreement sets forth the entire understanding of the parties with respect to Products and Services purchased and sold hereunder, and supersedes all other representations, communications and understandings between the parties regarding such subject matter.
13. Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable for any reason, the remaining provisions will continue in full force and effect and be construed so as to effectuate the intent of this Agreement as a whole.

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