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Conditions of Use

TERMS & CONDITIONS

I. ENTIRE AGREEMENT

1. These Terms and Conditions of Sale establish the rights, obligations, and remedies of Critical Systems, Inc. ("Seller") and Buyer, form the entire agreement between Seller and Buyer, and apply to all transactions between Seller and Buyer unless otherwise specifically agreed to in writing by both parties. All prior oral or written agreements, including but not limited to terms in Buyer's purchase order, which are different from or in addition to these Terms and Conditions of Sale are not binding on Seller unless accepted in writing by Seller's duly authorized representative.

II. SHIPMENT

1. All orders are shipped F.O.B. point of shipment. Risk of loss will transfer to Buyer upon tender of goods to Buyer, Buyer's representative or common carrier. The cost of any special packaging or handling caused by Buyer's requirements or requests will be added to the amount of Buyer's order. If Buyer causes or requests a delay of shipment, or if Seller ships or delivers an order erroneously as a result of inaccurate, incomplete, or misleading information supplied by Buyer or Buyer's agents or employees, all storage and other additional costs and risk will be borne by Buyer.

III. PRICE

1. All prices are subject to change unless otherwise noted on Seller's webpage or quotation. Buyer will be charged or invoiced at prices in effect at the time of shipment. All taxes, transportation costs, duties and other charges are in addition to quoted prices. The amount of any sales, excise or other taxes, if any, applicable to the goods shall be added to the purchase price and shall be paid by Buyer unless Buyer provides Seller with a valid tax exemption certificate.
2. Should customer wish to use a Purchase Order in the procurement of items on this website, please call 877-572-5515 for a quotation and placement of orders through our order fulfillment center. You may also use your specific freight carriers and accounts via this method.

IV. DELIVERY

1. Seller will make a good faith effort to deliver goods in accordance with Buyer's schedule. Seller assumes no responsibility or liability for Seller's non-performance caused by an act of God, war, labor disputes, civil unrest, accidents, the inability to obtain materials, delays of carriers, contractors or suppliers or any other causes beyond Seller's control. Under no circumstances shall Seller be liable for any special, consequential, incidental, indirect, or liquidated damages, losses, or expenses of any kind arising from any shipping delays or failure to give notice of any shipping delay.

V. CANCELLATION

1. Buyer may not cancel, change or modify an order without the written consent of Seller and payment by Buyer of all applicable cancellation or re-stocking fees.

VI. PAYMENT

1. Payments will be via Credit Card for items on the Seller's online catalog. Seller will debit Buyer's card upon shipment of ordered Items, including any deposit and periodic payment for cylinder or equipment rental, or upon Buyer incurring any other charge, which for purposes of cylinder or equipment rentals will be monthly. Any deposit will be refunded upon Seller's receipt of any covered Item at Seller's point of shipment for that Item, but is subject to offset for damage (reasonable wear and tear excepted) and any other charges due under this Agreement. If Buyer fails to make timely payment in accordance with the terms of this Agreement, or its financial responsibility becomes otherwise impaired, or if Buyer is otherwise in default of its obligations hereunder, Seller reserves the right, among other remedies, to refuse to supply Items except for receipt of cash with order and/or payment in full of all outstanding charges, and/or assess and collect from Buyer a monthly late charge on any delinquent balance equal to the lesser of eighteen percent (18%) per annum or the maximum charge permitted by law, and/or enter Buyer's premises and remove any Items located thereat with or without notice of legal process, and/or suspend Seller's performance under this Agreement and/or terminate this Agreement. If any action is required to collect Buyer's delinquent account, recover any Items or otherwise enforce the terms and conditions of this Agreement, Buyer will pay Seller all fees and costs of such collection, recovery or enforcement including, without limitation, reasonable legal fees and expenses. Until full payment has been received, Seller shall have a security interest in the Items and Buyer agrees to execute any document necessary or appropriate to perfect Seller's
security interest in the Items.

VII. INSPECTION AND ACCEPTANCE

1. Buyer shall examine all goods upon receipt and prior to installation. All claims for damages due to shipping must be recorded on the shipping company's documentation while the driver is still at your facility or the shipment will be deemed to have been delivered without damage. All claims for shortage and errors in shipment or improper delivery must be made to Seller in writing within five (5) business days of delivery, after which date Buyer will be deemed to have accepted the goods and will have no right to reject the goods or to revoke acceptance. Buyer must make any claims for billing errors or adjustments to Seller in writing within ten (10) business days from the invoice date. Claims not received in writing within such period of time will be waived by Buyer.

VIII. RETURNS

1. Buyer may return any good which Seller stocks and which is not a special order item if: (i) it is in new condition, suitable for resale in its undamaged original packaging and with all original parts; and (ii) it has not been used, installed, modified, rebuilt, reconditioned, repaired, altered or damaged. All returns are subject to a re-stocking fee, unless otherwise agreed to by Seller. Special orders or non-stock goods may be returned if the manufacturer is willing to accept the return and Buyer agrees to reimburse Seller for any restocking or cancellation fees charged by the manufacturer.

IX. SPECIFICATIONS, WARRANTIES AND LIMITATION OF LIABILITY:

1. Private Label Goods: Unless otherwise specified in the product specifications, Seller warrants title to the goods and that for a period of twelve months after delivery to Buyer, Seller's Private Label Goods shall conform to their specifications and be free from defects in material or workmanship. Buyer's sole and exclusive remedy for non-conformity with these warranties shall be repair or replacement of the non-conforming goods at Seller's expense, or refund of the purchase price for non-conforming goods returned during the warranty period.
2. All Other Goods: Seller warrants only title to the goods sold to Buyer. All other warranties are those extended by the product manufacturer. Seller assigns to Buyer any and all manufacturing warranties and will assist Buyer to obtain repair, replacement, or other applicable remedy for a breach of warranty made known to Seller during the warranty period.
3. Services: Seller warrants that all Services provided by Seller shall be performed in a professional and workmanlike manner with qualified personnel.
4. Warranty Exclusions: These warranties shall be void if there has been misuse, accident, modifications, unsuitable physical or operating environment, improper maintenance, storage or installation of the goods. SELLER DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR USE OR A PARTICULAR PURPOSE EVEN IF KNOWN BY SELLER. SELLER MAKES NO REPRESENTATION, WARRANTY, OR PROMISE THAT THE PRODUCTS OR SERVICES WILL CONFORM TO ANY APPLICABLE LAWS, ORDINANCES, REGULATIONS, CODES OR STANDARDS, INCLUDING BUT NOT LIMITED TO LOW LEAD OR LEAD FREE LAWS OR REGULATIONS, EXCEPT AS SPECIFIED AND AGREED TO IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF SELLER. EXCEPT IN THE EVENT OF DAMAGE CAUSED BY SELLER'S NEGLIGENCE, UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, LIQUIDATED OR CONSEQUENTIAL DAMAGES CLAIMED BY BUYER OR ANY THIRD PARTY RELATED TO A BREACH OF WARRANTY OR ANY OTHER NON-CONFORMITY OF THE GOODS OR SERVICES.
5. Items delivered hereunder will meet the specifications displayed on the relevant order screen. Buyer may reject any Item which does not meet such specifications and no charge will be made for any Item so rejected. Since Buyer may obtain devices which have the capability of testing whether Items meet such specifications, no claim of any kind with respect to the conformance of any Item to the foregoing specifications, whether or not based on negligence, warranty, strict liability or any other theory of law, will be greater than the price of the quantity of nonconforming Item in respect to which such claim is made. The foregoing constitutes Buyer's exclusive remedy and Seller's sole obligation with respect to any such claim. Seller's liability for any claim of any kind hereunder, whether or not based on contract, tort (including negligence), strict liability, warranty, or any other grounds, will not exceed the purchase price of the Item or the portion of the purchase price attributable to any part or parts of the Item in respect to which such claim is made. Without limiting the generality of the foregoing, Seller will have no liability with respect to the results obtained by use of the Items, whether in terms of product condition, operating cost, general effectiveness, success or failure, or regardless of any statement made in any written proposal submitted by Seller. It is expressly understood that any technical advice furnished by Seller is given gratis and Seller assumes no obligation or liability for the advice given or results obtained, all such advice being given and accepted at Buyer's risk.

X. HEALTH, SAFETY & LIABILITY

1. Buyer acknowledges that there are hazards associated with Items, including the storage, use and handling thereof, and Buyer agrees that its employees, agents, contractors, and others concerned with Items are aware of such hazards. Buyer assumes all responsibility for the suitability and the results of using Items alone or in combination with other articles or substances and in any manufacturing, research, or other process or procedures. Buyer will notify Seller of any hazards and safety procedures at Buyer's delivery sites and Buyer will notify Seller in advance of any anticipated construction, renovation, or change in operations in the area of any delivery site so that any hazards associated with same can be minimized. Buyer will be responsible for complying with all relevant reporting obligations under all applicable laws, Codes and Standards that result from the presence at Buyer's site of any Items supplied under this Agreement. Buyer will warn and protect its employees, contractors and others exposed to the hazards posed by Buyer's storage, use and handling of Items. Seller will provide documents to Buyer containing Seller's safety and health information pertaining to Items delivered hereunder, including Seller's Material Safety Data Sheet(s), and Buyer will incorporate such information into Buyer's safety program. Buyer hereby waives any right of subrogation that Buyer, any insurer of Buyer or any third party making a claim through Buyer, may have under this Agreement. Seller will not be liable to Buyer for any incidental, consequential, indirect, special or exemplary damages (including lost profits, sales or other similar damages) arising in connection with this Agreement without regard to the nature of the claim or the underlying theory or cause of action (whether in contract, tort, strict liability, equity or any other theory of law) on which such damages are based. Each party will indemnify and holds harmless the other party from and against any and all costs, fees (including reasonable legal fees and expenses), damages, liabilities and claims arising from the injury, illness or death of the indemnifying party's employees in any way related to any activities performed in connection with or Items supplied by Seller under this Agreement, whether or not such injury, illness, or death is claimed to have been caused by, resulted from, or was in any way connected with the negligence of the party to be indemnified.

XI. INDEMNIFICATION

1. Each party ("Indemnitor") shall indemnify and hold harmless the other party and its employees, officers, directors, and agents (each an "Indemnitee") from any suit, cause of action, judgment or claim ("Claim") for damages to property or bodily injury, loss of life, infringement, liability of any nature, costs, or expenses, including reasonable attorney fees ("Damages") to the extent caused directly by the negligent act or omission or intentional misconduct of the Indemnitor. Indemnification shall not apply to Damages proximately caused by the negligence of the Indemnitee.

XII. LIMITATION OF LIABILITY

1. Except as set forth in Section IX(4), neither Party shall be liable to the other for special, incidental, consequential, punitive, statutory, or indirect damages, including but not limited to loss of profits, revenues, capital, business opportunity or downtime costs, arising out of the sale of goods to Buyer. This limitation shall apply regardless if the claimed damages arise from breach of contract, breach of warranty, tort, strict liability or any other legal theory.

XIII. SEVERABILITY

1. These Terms and Conditions of Sale will be construed as if prepared jointly by the parties hereto and any uncertainty or ambiguity will not be interpreted against any one party. If any provision contained in these Terms and Conditions of Sale is held to be unenforceable then such provision will be given effect in such reduced form as may be decided by a court of competent jurisdiction, provided that, if any provision should be declared unenforceable or invalid for any reason, such unenforceable or invalid provision will be severed from the remainder of these Terms and Conditions of Sale without affecting the enforceability or validity of the remaining provisions.

XIV. NON-WAIVER

1. The failure of either Seller or Buyer to insist upon the strict performance of any of these Terms and Conditions of Sale will not be deemed to be a waiver of any of the right or remedies of Seller or Buyer, nor of its right to insist upon strict performance of such term or of any other term in the future. No waiver of any of these Terms and Conditions of Sale will be valid unless in writing signed by a duly authorized representative of the waiving party.

XV. DISPUTE RESOLUTION

1. The parties shall attempt in good faith to resolve promptly any dispute arising out of or relating to these Terms and Conditions of Sale by negotiation between executives who have authority to settle the dispute. The executives must be at a higher level of management than the persons with direct responsibility for administration of these Terms and Conditions of Sale. If a dispute cannot be resolved by negotiation then either party may bring a legal action in accordance with Section

XVI of these Terms and Conditions of Sale.

XVI. GOVERNING LAW

1. All disputes related to or arising out of Buyer's order are governed by the laws of the state of Utah. The United Nations Convention on Contracts for the International Sale of Goods, and any successor thereto, shall not apply.

Your continued use of this Site constitutes acceptance of the terms of this Agreement.