|
|
THE TERMS AND CONDITIONS SET FORTH ON THIS FORM (THE "TERMS") AND ANY WRITTEN AGREEMENT EXECUTED BY BUYER AND SOUTHERN SAFETY SUPPLY, INC. ("AGREEMENT") CONSTITUTE THE ENTIRE AGREEMENT BETWEEN SOUTHERN SAFETY SUPPLY, INC., BY AND ON BEHALF OF ITS SUBSIDIARIES AND AFFILIATES, ("SOUTHERN SAFETY SUPPLY") AND BUYER ("BUYER"). SOUTHERN SAFETY SUPPLY WILL NOT BE BOUND BY ANY ADDITIONAL OR DIFFERENT TERMS ON BUYER'S ORDER OR OTHER DOCUMENTS THAT ARE INCONSISTENT WITH THESE TERMS. ACCEPTANCE BY BUYER OF THESE TERMS MAY BE MADE BY (1) WRITTEN ACCEPTANCE, (2) USE OF SOUTHERN SAFETY SUPPLY ONLINE ORDERING SYSTEM OR (3) RECEIPT BY BUYER OF DELIVERY OF ANY PRODUCTS FROM SOUTHERN SAFETY SUPPLY, WHICHEVER FIRST OCCURS. Orders Buyer will submit orders for products and services through Southern Safety Supply's online ordering system for safety supplies, industrial, medical and specialty gases, welding products, tools and related equipment and services, located on the World Wide Web at www.southernsafetysupply.com. These Terms apply to all orders for products and services accepted by Southern Safety Supply. Acceptance of Buyer's order by Southern Safety Supply will be made only on the express understanding and condition that insofar as these Terms conflict with any terms and conditions in Buyer's order, these Terms shall govern. No order shall be binding upon Southern Safety Supply until Southern Safety Supply sends Buyer confirmation of such order through electronic mail, facsimile, or other written communication. Prices, Taxes, Payment All prices quoted, all orders accepted, and all billings rendered are exclusive of all federal, state and local withholding, excise, sales, use and similar taxes, fees, or charges imposed by any governmental authority on this transaction. All prices presented on the site are subject to change at any time and without notice. Buyer will reimburse Southern Safety Supply for any such tax, fee or charge, at the time of sale or thereafter, that Southern Safety Supply is required to pay. Terms of payment are Net 30 days unless otherwise stated at time of order and on confirmation. In the event that payment is not received within the time period specified in the payment terms, any unpaid balance shall bear interest at the rate of 1.5%per month, or the maximum amount allowed by law, if lower. At its discretion Southern Safety Supply may extend credit to Buyer, and any amount of credit extended by Southern Safety Supply to Buyer may be changed or withdrawn completely by Southern Safety Supply at anytime without prior notice. On any order for which credit is not extended by Southern Safety Supply, shipment or delivery shall require, at Southern Safety Supply's election, cash with order (in whole or in part), or C.O.D. or sight draft attached to the bill of lading or other shipping documents, and all costs of collection shall be paid by Buyer. If any proceeding is brought by or against Buyer under bankruptcy or insolvency laws, Southern Safety Supply shall be entitled to cancel any order by Buyer then outstanding without prior notice. Returns, Changes and Cancellations Cancellations of and changes to orders for products and services, and returns of products by Buyer, will be subject to Southern Safety Supply's then-existing return, change and cancellation fees. Upon the request of Buyer, Southern Safety Supply will use commercially reasonable efforts to inform the Buyer of the return, change, and cancellation policies existing at the time of Buyer's request. Southern Safety Supply reserves the right to modify its return, change, and cancellation policies and fees at any time and without notice to Buyer. Buyer agrees to pay all charges resulting from such returns, changes and cancellations, and including, without limitation, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, and any other cost resulting from cancellations, changes or returns. Title, Delivery, and Acceptance All sales of products are made F.O.B. the shipping point. Buyer will be responsible for all shipping and insurance charges, and will reimburse Southern Safety Supply for all shipping and insurance costs Southern Safety Supply incurs. Title and risk of loss of or damage to the products shall pass to Buyer on the date the products are delivered to a common carrier at the shipping point ("Shipment Date"). In the event of any default by Buyer, Southern Safety Supply may decline to make further shipments without in any way affecting its rights. Southern Safety Supply will not be liable for delay or non-delivery of the products, resulting or arising from any cause beyond the reasonable control of Southern Safety Supply. The products will be deemed accepted on the Shipment Date. Security Interest Until full payment has been received, Southern Safety Supply reserves, a purchase money security interest in the products sold. Buyer agrees to execute any document appropriate or necessary to perfect the security interest of Southern Safety Supply, or in the alternative, Southern Safety Supply may file these Terms as a financing statement and/or chattel mortgage. Use of Products The products sold by Southern Safety Supply are not intended for human consumption and use. Buyer acknowledges that the products may not have been tested for safety and efficacy in commercial or any other use. The products may contain gases and chemicals, which may be harmful if misused. Due care should be exercised with all products to prevent direct human contact. Southern Safety Supply provides material safety data sheets ("MSDS") or other instructions with the initial shipment of products. Buyer shall provide the MSDS and instructions to all personnel of Buyer, and to any third party authorized by Buyer to use products purchased hereunder by Buyer, prior to the handling and use of the products by such personnel or third party. Buyer shall ensure that such personnel at all times use the products strictly in accordance with the MSDS, the instructions, and any warnings on the labels of the products; and Buyer shall obtain written assurances from such third party that the third party will at all times use the products strictly in accordance with the MSDS, the instructions, and any warnings on the labels of the products. Only qualified, trained professionals who are familiar with the hazards associated with such gases and chemicals should handle all gases and chemicals. Confidential Information "Confidential Information" shall mean any information disclosed by one party to the other which is marked or identified as "Confidential", "Proprietary" or in some other manner to indicate its confidential nature, or information which the receiving party should know that the disclosing party would reasonably regard as confidential. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as set forth herein, and shall use reasonable efforts not to disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties shall use at least the same degree of care, which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other party under this Agreement. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party's Confidential Information. Notwithstanding the above, neither party shall have liability to the other with regard to any Confidential Information of the other which the receiving party can prove:
Buyer shall indemnify, defend, and hold harmless Southern Safety Supply and its employees, agents, successors, officers, and assigns, from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that Southern Safety Supply may sustain or incur arising from (a) Buyer's use of the products (including without limitation to storage, handling, and transportation of products), (b) use of the products by a third party with Buyer's authorization, (c) use of the products by a third party without Buyer's authorization, where such unauthorized use is due to Buyer's negligent act or omission, or willful misconduct, (d) Buyer's failure to comply with any applicable laws and regulations (including without limitation those regarding the export of products or technology abroad, the Toxic Substance Control Act, and the Emergency Planning and Community Right-to-Know Act of 1986, or to obtain any licenses or approvals from the appropriate government agencies necessary to purchase and use the products), or (e) the Buyer's breach of any of its obligations set forth in these Terms or in the Agreement. Southern Safety Supply will provide Buyer with: (i) prompt written notice of such claim of which Southern Safety Supply is aware; (ii) control over the defense and settlement of such claim; and (iii) proper and full information and assistance at Buyer's expense to settle and/or defend any such claim. Notwithstanding the foregoing, Buyer shall not settle any such claim, suit or proceeding without the written consent of Southern Safety Supply, which shall not be unreasonably withheld. Prospective Statements Any forward-looking statements contained in or on Southern Safety Supply On-line including, without limitation, those concerning projected costs, profit, demand for gases, net income after taxes and earnings per share, involve risks and uncertainties, and are subject to change based on various factors, including, without limitation, the impact of changes in economies, achievement of cost reductions and efficiencies, changes in currencies, changes in interest rates, the continued development and acceptance of new products and processes, the impact of competitive products and pricing, future mergers and acquisitions (including any related charges, transactions costs and operational risks), risks associated with foreign operations, litigation, the impact of tax and other legislation and regulation in the jurisdictions in which the company operates, and other risk factors listed from time to time in Southern Safety Supply's SEC reports. Warranties and Disclaimers All information appearing on Southern Safety Supply On-line is provided "AS IS" and without warranties of any kind with respect to its correctness, accuracy, reliability or otherwise. Southern Safety Supply provides no warranty with respect to Southern Safety Supply On-line or the products and/or services sold hereunder, except those products directly manufactured by Southern Safety Supply and services directly provided by Southern Safety Supply. For products not directly manufactured by Southern Safety Supply and services not directly provided by Southern Safety Supply, Buyer receives a warranty on such products or services, if any, directly from the manufacturer of those products or provider of those services to the extent such "pass-through" warranties are available. Upon the request of the Buyer, Southern Safety Supply will use commercially reasonable efforts to inform the Buyer of the warranty policy of a particular manufacturer or service provider, or to direct Buyer to a source of such information. SOUTHERN SAFETY SUPPLY MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO SOUTHERN SAFETY SUPPLY ON-LINE OR THE PRODUCTS AND SERVICES SOLD HEREUNDER. SOUTHERN SAFETY SUPPLY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. SOUTHERN SAFETY SUPPLY DOES NOT WARRANT THAT OPERATION OF SOUTHERN SAFETY SUPPLY ON- LINE WILL BE UNINTERRUPTED OR FREE FROM ERRORS, THAT DEFECTS WILL BE CORRECTED OR THAT SOUTHERN SAFETY SUPPLY ON-LINE OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Limitation of Liability SOUTHERN SAFETY SUPPLY SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, NOR FOR ANY LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN IF SOUTHERN SAFETY SUPPLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD PARTY CLAIMS AGAINST BUYER. SOUTHERN SAFETY SUPPLY'S TOTAL LIABILITY UNDER THIS AGREEMENT WITH RESPECT TO ANY PRODUCT OR SERVICE SOLD HEREUNDER SHALL IN NO EVENT EXCEED THE PRICE PAID BY BUYER FOR SUCH PRODUCT OR SERVICE. General Southern Safety Supply reserves the right to modify any programs, policies, information, products and services contained on Southern Safety Supply On-line at any time and without notice to Buyer. A Buyer who uses information contained on Southern Safety Supply On-line or makes decisions based on such information does so at his own risk. These Terms and performance by the parties hereunder shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to provisions on the conflicts of laws. Buyer and Southern Safety Supply consent to the exclusive venue in, the state and federal courts of the Commonwealth of Pennsylvania. Buyer shall not assign (a) any order for products and/or services placed through Southern Safety Supply On-line or (b) any interest in or any rights under such order, without the prior written consent of Southern Safety Supply. These Terms constitute the entire agreement between Southern Safety Supply and Buyer and supersede all previous communications, representations and agreements (except for the Agreement), whether oral or written, between Buyer and Southern Safety Supply with respect to the subject matter hereof. These Terms may not be modified, supplemented, qualified, or interpreted except in writing signed by Buyer and Southern Safety Supply. The failure by Southern Safety Supply to enforce at any time any of the provisions in these Terms will in no way be construed as a waiver of such provisions. Access and Use of Information Access to this site is limited to viewing the linked pages solely for legitimate business purposes to access the information provided by Southern Safety Supply at this site. Any access or attempt to access other areas of the Southern Safety Supply computer systems or other information contained on the system for any purposes is strictly prohibited. You may not use any information contained on this site other than in connection with a legitimate business purpose. Trademarks This site contains many Southern Safety Supply, and third-party trademarks and service marks. All marks are the property of their respective companies. All rights in the intellectual property contained in this Web site including copyright, trademarks, trade secret and patent rights are reserved. Access to this Web site does not constitute a right to copy or use any of the third parties' intellectual property of Southern Safety Supply or its suppliers. Statutory notice contained herein represents trademark status in the United States. Copyright All materials contained on this Site are subject to the ownership rights of Southern Safety Supply, Inc. and its Suppliers. Southern Safety Supply hereby authorizes you to make a single copy of the content herein for your use in learning about, evaluating, or acquiring Southern Safety Supply services or products. You agree that any copy made must include Southern Safety Supply copyright notice. No other permission is granted to you to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter, or modify the content contained herein. Submissions All remarks, suggestions, ideas, graphics or other information communicated to Southern Safety Supply through this site will forever be the property of Southern Safety Supply. Unless otherwise specified in writing, all material submitted to Southern Safety Supply will be presumed to be public and Southern Safety Supply will not be required to treat the information as confidential. Southern Safety Supply shall have exclusive ownership of all present and future existing rights in the information, without compensation to the person sending the information. Complete Agreement The terms and conditions of use contained in Southern Safety Supply's Web site Terms and Conditions of Use contained herein, forms, acknowledgments, quotations, invoices and sales terms and conditions, are incorporated herein by reference and constitute the entire and exclusive agreement between BUYER and the Southern Safety Supply. Separability If any provision of these Terms of Purchase shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any other legal provisions hereof which together shall then be construed as if such illegal and unenforceable provision or provisions had not been inserted herein, unless such illegality or unenforceability shall destroy the underlying business purpose of these Terms and Conditions of Use. Questions Regarding Terms and Conditions of Use Any questions regarding the Southern Safety Supply On-line Terms and Conditions of Use should be directed to Southern Safety Supply at southsup@ngbm.com or On-Line Customer Service, Southern Safety Supply, Inc., 852 Main St,SW,Gainesville, GA 30501. |
