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| Conditions of Use |
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Force Majeure
Angrave shall not be liable for any delay in or impairment of performance resulting in whole or in part from Acts of God, labor disruptions, shortages, inability to procure product, supplies or raw materials, severe weather conditions, or any other circumstances or cause beyond the control of Angrave in the conduct of its business.
Assignment
The customer shall not assign any order or any interest therein without the prior written consent of Angrave. Any actual or attempted assignment without Angrave´s prior written consent shall entitle Angrave to cancel such order upon notice to the customer.
Product Suitability
Many countries, states and localities have codes and regulations governing sales, construction, installation, and/or use of products for certain purposes, which may vary from those in neighboring or other areas. Angrave cannot guarantee compliance, and cannot be responsible for how the product is installed or used. Therefore, the customer shall have responsibility for compliance with all applicable laws, codes and regulations, including, without limitation, ANSI, CE, DIN, UL, NEC, FAA, DOT, NOM, IMDG, IATA, and CSA, regarding installation or use of products. Before purchase and use of a product, please review the product application, and national and local codes and regulations, to be sure that the product, installation, and use will comply with them.
OSHA Hazardous Substance & California Proposition 65 Product Information
Material Safety Data Sheets (MSDS) for OSHA defined hazardous substances and a list of products known by the state of California to cause cancer or reproductive harm are available. The information and recommendations contained on the MSDS supplied by the manufacturer are considered to be accurate and reliable. Angrave however, makes no warranty with respect to the accuracy of the information or the suitability of the recommendations. Angrave disclaims any and all liability to any user.
Materials of Trade
The customer represents that if it is purchasing goods as its "materials of trade" as defined in the Hazardous Materials Regulations in Title 49 of the Code of Federal Regulations, that the goods will be used in direct support of its business, which is not transportation, and that such goods shall not be resold or transported in a vehicle other than one owned by itself.
Waiver, Choice of Law and Venue
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Connecticut, excluding conflict of law rules, and venue shall be in Litchfield County, State of Connecticut.
No Third Party Benefit
The provisions stated above are for the sole benefit of the parties hereto, confer no rights, benefits or claims upon any person or entity not a party here to.
Cross-Reference Information
Product cross-reference comparisons do not imply that all products compared are available or perfectly comparable. Cross-referenced products are not represented or warranted as functional or performance equivalents. The customer shall review all cross-referenced product specifications prior to purchase and use to determine suitability of the product for the customer´s intended use.
Security Interest
On any open account sale, the customer hereby grants to Angrave a priority lien, purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to Angrave. The customer agrees to file or permit Angrave to file any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of Angrave´s priority lien or security interest. the customer agrees to inform Angrave immediately if it intends to use any import financing or has or will be granting a lien or security interest on its inventory to any third party.
Export Shipping Charges and Freight Policy
Unless otherwise varied, shipping terms are EXW (as defined by International Chamber of Commerce Terms, 2000), from shipping warehouse. Freight is prepaid to U.S. airport or port of exit for single shipment orders of $1,500 or more of merchandise (before tax and freight) using routing of Angrave´s choice. the customer shall be responsible for obtaining insurance. At Angrave´s option, this freight policy may be subject to special terms and conditions for certain export orders. If any item is backordered that qualifies for freight prepayment, that item will be shipped prepaid as Buyer´s exclusive remedy. Title and risk of loss for products shall pass when made available to the customer on delivery to carrier in the United States; provided that if payment has not been made at the time of shipment, Angrave shall retain title (but not risk of loss) until payment has been made. If product is damaged in transit, the customer must file claim exclusively with airline, carrier, vessel and/or insurance company; provided, however, that if Angrave has not received payment in full at the time the product is damaged in transit, Angrave shall have the right to file claim exclusively with airline, carrier, vessel and/or insurance company.
Trademarks, Copyrights, and Domain Names
The customer acknowledges that it has no right, title, or interest in the trade names, trademarks, copyrights, or domain names of Angrave, and in the product names, and covenants that it will take no action to register or otherwise interfere with such rights of Angrave. the customer agrees that it will not copy the products sold to the customer or their packaging, trade dress, catalogs, or Websites.
Export Controls and Related Regulations
The customer represents and warrants that it is not on, or associated with any organization on the United States Department of Commerce´s Bureau of Industry and Security´s Denied Persons List or Unverified List; or the United States Department of the Treasury´s Office of Foreign Assets Control lists, Specially Designated Nationals, Specially Designated Global Terrorists, Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers-Kingpin, or Specially Designated Terrorists List; or the United States Department of State´s Designated Foreign Terrorist Organizations, Embargoed Countries list, or Debarred Persons List; or is subject to a denial order issued by the United States Department of Commerce. The customer shall comply with all relevant laws and regulations of governmental bodies or agencies, including but not limited to all applicable export control laws of the United States or other governing agencies and their successors.
U.S. Foreign Corrupt Practices Act
The customer acknowledges that it is an Independent Contractor, as defined in the next paragraph, and represents, warrants, and covenants that it has not paid, offered or agreed to pay, authorized the giving of, or caused to be paid, directly or indirectly, money or anything of value to any foreign official (as defined in the U.S. Foreign Corrupt Practices Act, as amended), in connection with the purchase and resale of the products ordered.
Independent Contractors
Angrave and the customer are Independent Contractors and not principal and agent. Nothing construed or contained in these Terms and Conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Without limiting the generality of the foregoing, the customer is not authorized to make, shall take no actions, and shall not make, any representations on behalf of, or which are binding upon, Angrave.
Governing Law; Limitations
The rights and obligations of the parties under these Terms and Conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these Terms and Conditions shall be governed by the laws of the State of Connecticut, United States, including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules. Notwithstanding the foregoing, any legal action by the customer with respect to any transaction must be commenced within one year after the cause of action has arisen.
Dispute Resolution
Actions by Angrave for nonpayment by the customer of the purchase price of products sold by Angrave , or for redress of other breaches by the customer of these Terms and Conditions, may be brought by Angrave , at its option, before any United States or foreign judicial court of competent jurisdiction. At Angrave´s option, disputes between the customer and Angrave, including all claims for non-performance by Angrave, shall be finally settled by arbitration in Connecticut, United States, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a single arbitrator appointed in accordance with said Rules applying these Terms and Conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the State of Connecticut, United States, and the language of the arbitration shall be English.
Country of Importation and Anti-diversion
The customer represents that it is purchasing products from the United States and importing them to the country specified in the customer´s and Angrave´s documentation. the customer agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the United States, and that there will be no re-export or diversion from such specified destination contrary to such laws. Any commodities, technology and software will be exported from the United States in accordance with the Export Administration Act regulations and other applicable regulations. Diversion contrary to United States law is prohibited. If requested by Angrave , the customer shall provide documentation satisfactory to Angrave verifying delivery at the designated country. the customer further agrees to inform Angrave at the time of order of any NAFTA or other special documentation, packaging or product marking or labeling, but Angrave shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents as are necessary under United States export laws and regulations for export, unless Angrave expressly agrees to do so.
Permits, Export, and Import Licenses
The customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under the Export Administration Act, Toxic Substances Control Act, or other applicable legislation or regulations; including but not limited to the Department of Defense or Department of State regulations.
Complete Agreement
These terms and conditions, together with any other terms and conditions that Angrave publishes or makes available to the customer (i) on an invoice or a packing slip, (ii) at "www.Angrave.com," or (iii) in any document including, without limitation, those involving extension of credit by Angrave , or export of products, represent the entire agreement between the parties and shall supercede all written and unwritten statements, agreements, and understandings between Angrave and the customer pertaining to the subject matter of this agreement.
Waiver
The failure of either Angrave or the customer to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party. |
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