STANDARD TERMS AND CONDITIONS OF SALE
GOODS SOLD BY CRAWLSPACE DEPOT, LLC ("CRAWLSPACE") ARE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW. ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS SET FORTH IN A PURCHASE ORDER OR SIMILAR COMMUNICATION RECEIVED FROM BUYER ARE OBJECTED TO AND SHALL NOT BE BINDING UPON CRAWLSPACE UNLESS SPECIFICALLY AGREED TO IN WRITING BY AN AUTHORIZED CORPORATE OFFICER OF CRAWLSPACE.
PRICE: Prices of products in effect at time of shipment shall prevail. All prices quoted by CRAWLSPACE are subject to change without notice. Prices do not include any present or future sales, use excise, value-added, or similar taxes and, where applicable, such taxes shall be billed as a separate item and paid by the Buyer. A late payment charge of one and one-half percent (1.5%) per month (Annual Percentage Rate of 18%) shall be charged on all past due accounts and Buyer shall pay CRAWLSPACE all costs incurred by CRAWLSPACE in collecting any past due account from Buyer, including all court costs and attorney's fees; provided, however, if the foregoing charges exceed that rate which may be lawfully charged under applicable law, then such charges shall be calculated so as not to exceed the highest lawful rate.
ORDERS: An order submitted through the CRAWLSPACE website constitutes an offer by the buyer (“Buyer”) to enter into a purchase and sale contract with CRAWLSPACE upon the terms and conditions set forth in these Standard Terms and Conditions of Sale. CRAWLSPACE will not be bound by any order until such time as CRAWLSPACE receives the order and CRAWLSPACE fills the order.
SHIPPING TERMS: Unless otherwise noted, all sales are made f.o.b. point of shipment and, in all cases, title shall pass to Buyer upon delivery to the carrier at point of shipment and thereafter all risk of loss or damage shall be upon Buyer.
DELIVERY: Delivery dates given in advance of actual shipment are estimates and shall not be deemed to represent fixed or guaranteed delivery dates. CRAWLSPACE shall not be liable for failure to deliver or for delay in delivery or performance because of: (i) circumstances beyond its reasonable control; or (ii) an act of God, act or omission of Buyer, act of civil or military authority, governmental priority or other allocation or control, fire, strike, or other labor difficulty, riot or other civil disturbance, insolvency or other inability to perform by the manufacturer or delay in transportation; or (iii) any other commercial impracticality. In the event of any such delay, the date of delivery or performance shall be extended for a period to the time lost by reason of delay.
NON-CIRCUMVENTION: Buyer expressly agrees it will not, directly or indirectly, reverse engineer, analyze or otherwise subject any CRAWLSPACE product to any tests that would disclose the identity or makeup of such products. Buyer agrees it will not, directly or indirectly, make for or sell to any third party any product that uses the CRAWLSPACE confidential information.
WARRANTY DISCLAIMER; REMEDY LIMIT: Except as expressly stated on product labels, CRAWLSPACE MAKES NO WARRANTY, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMIT, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, BOTH OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. BUYER’S SOLE REMEDY AND CRAWLSPACE’ SOLE LIABILITY UNDER ANY WARRANTY SHALL BE LIMITED SOLELY TO PRODUCT REPLACEMENT. CRAWLSPACE SPECIFICALLY ADVISES THAT MOLD WILL CONTINUE TO GROW IN CONDUCIVE CONDITIONS. SINCE CRAWLSPACE CANNOT CONTROL SUCH CONDUCIVE CONDITIONS, CRAWLSPACE SHALL NOT BE LIABLE FOR ANY LIABILITIES, CLAIMS, DAMAGES OR THE LIKE, OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMIT, HEALTH RELATED CLAIMS, IN ANY WAY RELATED TO OR ARISING OUT OF OR IN CONNECTION WITH THE OCCURRENCE OR PRESENCE OF MOLD.
LIMITATION OF LIABILITY: CRAWLSPACE' liability on any claim for loss or damage arising out of this contract or from the performance or breach thereof or connected with the supplying of any goods hereunder, or the sale, resale, operation or use of such goods, whether based on contract, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or part thereof involved in the claim. CRAWLSPACE shall not, under any circumstances, be liable for any charges without its prior written consent. CRAWLSPACE SHALL ALSO NOT, IN ANY EVENT, BE LIABLE whether as a result of breach of contract, warranty, tort (including negligence) or other grounds FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES including, but not limited to, loss of profits or revenue, loss of use of the goods or any associated products, cost of capital, cost of substitute products, facilities or service, downtime costs, or claims of customers of the Buyer for such damages, even if CRAWLSPACE is aware of the possibility of these losses occurring. If CRAWLSPACE furnished Buyer with advice or other assistance related to any goods supplied hereunder, the furnishing of such advice or assistance will not subject CRAWLSPACE to any liability, whether based on contract, warranty, tort (including negligence) or other grounds, and CRAWLSPACE specifically disclaims all implied warranties of merchantability and fitness for a particular purposes with respect to any and all goods supplied hereunder.
INDEMNITY: Buyer shall defend and indemnify CRAWLSPACE from any and all costs, damages, expenses (including reasonable attorney's fees), losses, suits, claims, demands, and liability to the extent arising out of (i) Buyer’s breach of these terms and conditions, (ii) any third party product liability claim respecting a CRAWLSPACE product (including product promotional materials created by Buyer) to the extent such liability arises out of or results from the act or omission of Buyer or (iii) the violation of any applicable laws or regulations by Buyer relating to the sale, storage, handling, transportation, exportation, importation or disposal of the products including their wastes.
CANCELLATION: Buyer may cancel an order of products from CRAWLSPACE prior to shipment of the goods by mutual agreement of the parties and upon payment to CRAWLSPACE of reasonable and proper cancellation charges.
RETURN OF GOODS: Once goods are shipped by CRAWLSPACE, the goods may not be returned by Buyer unless either: (i) the goods fail to conform to their manufacturing specifications, or (ii) CRAWLSPACE agrees in writing to accept a return of the goods from Buyer upon payment to CRAWLSPACE of reasonable and proper cancellation charges. Unless CRAWLSPACE receives written notice of rejection from Buyer within 10 calendar days of Buyer’s receipt of goods, Buyer is deemed to have accepted such shipment of goods in whole as received.
ASSIGNMENT OR DELEGATION: Buyer shall not assign or delegate any or all of its duties or rights hereunder, without the prior written consent of CRAWLSPACE.
GENERAL: Any representation, affirmation of fact and course of dealing, promise or condition in connection therewith or usage of trade not contained herein, shall not be binding on either party. If any provision hereof shall be unenforceable, invalid or void for any reason, such provision shall be automatically voided and shall not be part of this agreement and the enforceability or validity of the remaining provisions of this agreement shall not be affected thereby.
GOVERNING LAW; VENUE: This agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to the choice of law provisions thereof. Jurisdiction and venue for any actions shall be solely in any state court in Knox County, Tennessee, or the Federal District Court for the Eastern District of Tennessee, Northern Division, sitting in Knoxville, Tennessee, and Buyer hereby irrevocably submits to the jurisdiction of such courts.