Terms and Conditions

General: The terms and conditions on this form constitute the entire agreement between the parties.  All sales of Protegis Fire & Safety, referred to herein as Protegis(Seller) are expressly conditioned under the terms and conditions set forth below(The Terms), which are the only Terms of this sale and supersede all prior negotiations, correspondence and statements.  These Terms may in some instances conflict with those affixed to Buyer’s purchase order or other order, if so, such terms not in conformance with these Terms are rejected and these Terms govern.  Acceptance of Buyer’s order is expressly conditioned upon Buyer’s acceptance of or assent to these Terms which shall be established by a written acknowledgement, by implication, or by acceptance or payment for products ordered hereunder.  Seller’s failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of these Terms.  Any changes in these Terms must specifically be agreed to in writing and signed by an officer of Seller before becoming binding.  Retention by Buyer of any product sold hereunder shall be conclusively deemed acceptance of these terms. Shipment: All shipments are made F.O.B. Seller’s shipping point unless otherwise specified.  Seller selects the carrier.  Title to products and risk of loss pass to Buyer upon delivery of the products by Seller to the carrier or delivery service.  Buyer assumes all risk of loss in shipping and all liability for loss or damage, whether direct, indirect, consequential or otherwise, due to delays once the products have been delivered to the carrier.  Buyer agrees to purchase any and all insurance it deems necessary to indemnify it against any loss in shipping.

Delivery: Seller shall not be responsible for loss, damage, delay or failure with respect to the products if due to or arising from shortage of raw materials, fires, labor troubles of any kind, accidents breakdown of machinery, government acts of any kind, failure of manufacturers, subcontractors or suppliers to deliver materials or supplies or to provide services as agreed or contemplated by past dealing, transportation difficulties of any kind, acts of God, acts of Buyer or anything reasonably beyond Seller’s control, whether or not presently occurring or contemplated by either party.  Seller shall not be liable for damages, general, consequential or otherwise, or for failure to give notice of any delay until it shall have such additional time within which to deliver the products as may be reasonably necessary under the circumstances and shall have the right to apportion its inventory among its customers in such a manner as it considers acceptable.  Seller shall also have the right to deliver the products in installments.

Purchase on Credit: This purchase, or prior purchases of Buyer from Seller, may have given rise to the extension of credit to Buyer by Seller.  Seller reserves the right at any time to revoke any credit extended to Buyer because of Buyer’s failure to pay for any products when due or for any other reason deemed good and sufficient by Seller, and in such event all subsequent shipments shall be paid for on delivery.  If this invoice is not paid when due, Buyer agrees to pay all costs of the collections including agency and attorney’s fees, whether incurred in or out of court, on appeal, in arbitration, in Bankruptcy Court, or in any insolvency proceedings.