SECTION 1: LIMITED MANUFACTURER WARRANTY: Subject to the limitations of Section 2, manufacturer, ClosetMaid, warrants that the Goods will be free from defects in material & workmanship under the normal use, service & maintenance for the lifetime of the Goods (unless otherwise specified by the manufacturer or dealer in writing) from the date of the shipment of the Goods by manufacturer. THIS IS THE SOLE & EXCLUSIVE WARRANTY GIVEN BY MANUFACTURER WITH RESPECT TO THE GOODS & IS IN LIEU OF & EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO DEALER OR MANUFACTURER IN SPECIFICATIONS, DRAWINGS, OR OTHERWISE, & WHETHER OR NOT MANUFACTURER’S PRODUCTS ARE SPECIFICALLY DESIGNED AND/OR MANUFACTURED FOR BUYER’S USE OR PURPOSE. This warranty does not extend to any losses or damages due to misuse, accident, abuse, neglect, normal wear & tear, unauthorized modification or alteration, use beyond rated capacity, or improper installation, maintenance or application. To the extent that Buyer or its agents have supplied specifications, information, representation of operating conditions or other data to Seller in the selection or design of the Goods & the preparation of Seller’s quotation, & in the event that actual operating conditions or other conditions differ from those represented by Buyer, any warranties or other provisions contained herein which are affected by such conditions shall be null & void. If within thirty (30) days after Buyer’s discovery of any warranty defects within the warranty period. Buyer notifies Seller thereof in writing, Seller shall, at its option, repair or replace F.O.B. point of manufacture, or refund the purchase price for, that portion of the goods found by the Seller to be defective. Failure by Buyer to give such written notice within the applicable time period shall be deemed an absolute & unconditional waver of Buyer’s claim for such defects. Goods repaired or replaced during the warranty period shall be covered by the foregoing warranty for the remainder of the original warranty period. Buyer assumes all other responsibility for any loss, damage, or injury to persons or property arising out of, connected with, or resulting from the use of Goods, either alone or in combination with other products/components. SECTION 1 & 2 APPLY TO ANY ENTITY OR PERSON WHO MAY BUY, ACQUIRE OR USE SELLER’S GOODS, INCLUDING ANY ENTITY OR PERSON WHO BUYS THE GOODS FROM SELLER’S DISTRIBUTOR & SUCH ENTITY OR PERSON SHALL BE BOUND BY THE LIMITATIONS THEREIN.
SECTION 2: LIMITATION OF REMEDY & LIABILITY: THE SOLE & EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY HEREAFTER (OTHER THAN THE WARRANTY PROVIDED UNDER SECTION 3 SHALL BE LIMITED TO REPAIR, REPLACEMENT OR REFUND OF THE PURCHASE PRICE UNDER SECTION 1. SELLER SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE & IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL SELLER’S LIABILITY TO BUYER AND/OR ITS CUSTOMERS EXCEED THE PRICE TO BUYER OF THE SPECIFIC GOODS PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. BUYER AGREES THAT IN NO EVENT SHALL SELLER’S LIABILITY TO BUYER AND/OR ITS CUSTOMERS EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE TERM “CONSEQUENTIAL DAMAGES” SHALL INCLUDE, BUT NOT BE LIMITED TO, LOSS OF ANTICIPATED PROFTIS, LOSS OR USE, LOSS OF REVENUE, COST OF CAPITAL & DAMAGE OR LOSS OF OTHER PROPERTY OR EQUIPMENT. IT IS EXPRESSLY UNDERSTOOD THAT ANY TECHNICAL ADVICE FURNISHED BY SELLER WITH RESPECT TO THE USE OF THE GOODS IS GIVEN WIITHOUT CHARGE, & SELLER ASSUMES NO OBLIGATION OR LIABILITY FOR THE ADVICE GIVEN, OR RESULTS OBTAINED, ALL SUCH ADVICE BEING GIVEN & ACCEPTED AT BUYER’S RISK.
SECTION 3: GENERAL PROVISIONS: The terms & conditions supersede all other communications, negotiations & prior oral or written statements regarding the subject matter of these terms & conditions. No charge, modification, rescission, discharge, abandonment, or waiver of these terms & conditions shall be binding upon the Seller unless made in writing and signed on its behalf by a duly authorized representative of the Seller. No conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement these terms & conditions shall be binding unless hereafter made in writing & signed by the party to be bound, & no modification or additional items shall be applicable to this agreement by Seller’s receipt, acknowledgement, or acceptance of purchase orders, shipping instruction forms, or other documentation containing terms at variance with or in addition to those set forth herein. Any such modifications or additional terms are specifically rejected by Seller. No waiver by either party with respect to any breach or default or of any right or remedy, & no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing & signed by the party to be bound. All typographical or clerical errors made by Seller in any quotation, acknowledgement or publication are subject to correction.
The validity, performance, & all other such matters relating to the interpretation & effect of this agreement shall be governed by the law of the state of Florida. Buyer & Seller agree that the proper venue for all actions arising in connection herewith shall be only in Florida & the parties agree to submit to such jurisdiction. No action, regardless of form, arising out of transactions relating to this contract, may be brought by either party more than two (2) years after the cause of action has accrued. [The Convention for the International Sales of Goods shall not apply to this agreement.]