TERMS AND CONDITIONS
& PURCHASE AGREEMENT EHRO FIELD SOLUTIONS, LLC
This website is owned and operated in its entirety by Ehro Field Solutions, LLC, a Colorado limited liability company (“Ehro”). PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEB SITE. YOUR USE OF THIS WEB SITE CONFIRMS YOUR UNCONDITIONAL ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT USE THIS WEB SITE.
1. Agreement. Unless otherwise agreed in a written document signed by the co-managers of Ehro Field Solutions, LLC (“Company”), these Terms and Conditions of Sales ("Terms") govern the purchase of Products (“Products”) directly from the Company by any individual or entity. The Company hereby reserves the right to reject the terms of any other purchase order or other document submitted by any buyer (“Buyer”), unless the purchase order is signed by the co-managers of the Company. The placing of an order with Ehro Field Solutions, LLC or the receipt or acceptance of Products by the Buyer constitutes the Buyer’s acceptance of these Terms exactly as written.
Before using any of our Products, please read and follow all instructions provided in the video which can be found at our website: www.ehrofs.com as well as in the written instructions contained. Misuse of this Product or failure to follow instructions could result in damage to our Products, other video equipment, as well as personal injury to yourself and others.
Your purchase and/or use of our Products is expressly conditioned on your assent to these Terms and Conditions. No Buyer shall modify these Terms and Conditions, nor shall any course of performance, course of dealing, or usage of trade operate as a modification or waiver of these Terms and Conditions. Any order to purchase the Companies Products shall constitute Buyer’s assent to these Terms and Conditions.
By using this Product, you signify that you have read this disclaimer and warning carefully and that you understand and agree to abide by its Terms and Conditions described herein, and expressly agree to assume all of the risk of the use or misuse of the Products being purchased by yourself.
You agree that you are solely responsible for your own actions while using this Product.
Neither EhroFS (“Seller”), nor any of its employees, agents, independent contractors nor any of its other associates accept any liability for damage, injury, loss, or any legal responsibility incurred directly or indirectly from the use of this Products that is not caused by the gross negligence of the Company. The Buyer will follow safe and lawful practices while using this Product and furthermore, agrees not to resell the Products to any person or entity who has not been properly advised of its proper and safe use
2. Delivery and Shipping Terms:
(a) The Seller shall deliver Product to the Buyer F.O.B. shipping point. The Buyer shall pay all delivery costs and charges or pay Seller’s standard shipping charges plus handling. Partial deliveries are permitted. Seller may deliver Products in advance of the delivery schedule. Delivery times are approximate and are dependent upon prompt receipt by Seller of all information necessary to proceed with fulfillment of the order without interruption. If Products delivered do not correspond in quantity, type or price to those itemized in the shipping invoice or documentation, Buyer shall so notify Seller within three (3) business days after receipt.
3. Order and Delivery of Products or Solutions.
All orders for Products are subject to credit approval and final acceptance by the Seller in its sole discretion. The Buyer shall have no right to cancel purchase orders for Products once a purchase order is issued to the Seller; provided, however, some defective or damaged Products may be returnable to the Seller in accordance with the Seller's then current Products return policy. The Buyer acknowledges that estimated delivery dates for Products are estimates only; actual delivery dates depend on a variety of factors, including, but not limited to, the production schedules of suppliers to the Seller. The Seller will use commercially reasonable efforts to meet estimated delivery dates and shall keep the Buyer advised of the status of its delivery, but the Seller shall have no liability for any loss associated with delay in the delivery of Products. In addition, the Seller shall have no liability for any delay in performance of the delivery of Products caused by any circumstances beyond its reasonable control, including, but not limited to, delays caused by acts of God, acts of war or terrorism, fire or other casualty, storms or adverse weather, strikes, labor shortages or disturbances, shortages of materials, manufacturer delays, theft or vandalism, transport and handling accidents, or revisions to laws, regulations or governmental requirements.
4. Title to Products purchased and the risk of loss shall pass to the Buyer upon shipment.
If any Products to be delivered under this Contract cannot be shipped to or received by Buyer when ready due to any cause attributable to Buyer, the Seller may ship the Products(s) to a storage facility, including storage at the Sellers business office or other place of its choice, or to an agreed freight forwarder. If the Seller places Products into storage, the following apply: (i) title and risk of loss immediately pass to the Buyer, if they have not already passed, and delivery shall be deemed to have occurred; (ii) any amounts otherwise payable to Seller upon delivery or shipment shall be due; (iii) a fee of seven and one half (7.5%) of the value of the Products will be charged to Buyer for extra handling costs of the Products; and (iv) when conditions permit and upon payment of all amounts due, Seller shall make Products available to Buyer for delivery.
5. Liability of Seller.
Any liability of Seller for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or adjusting the invoice respecting such Products to reflect the actual quantity delivered.
6. Cancellation of Purchase Order.
The Buyer may cancel its order only with the prior written consent of Seller, which Seller may withhold in its sole discretion. All cancellations will be subject to payment to Seller of reasonable and proper cancellation charges. Buyer may return Products only at its sole cost and only with the prior written authorization of Seller, subject to a restocking fee in an amount equal to seven and one half (7.5%) of the invoiced charge to the Buyer. No returns of special, custom, or made-to-order Products will be permitted.
7. Collateral interest in the Products.
Title and risk of loss passes to Buyer pursuant to the terms of this Agreement. As collateral security for the full payment of the purchase price of the Products, however, the Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in and to the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest. Seller shall have the right to file any and all documents and take any action it deems necessary to fully establish protection of its security interest in the Products; however, the failure of Seller to file any such document shall not in any way act as a waiver of Seller’s right to such security interest.
8.Contract Price. The Buyer shall purchase the Products from Seller at the contract price (“Prices” or “Contract Price”) as is in force on the date of purchase. Prices are subject to change without prior notice and Seller shall thereafter notify Buyer of any price increases via email. The Seller will give the Buyer no less than a seven (7) day written notice of any such change in the Products pricing. In the event of a price increase, the price increase will only apply to future orders for the Product thereafter. All prices shall be confidential and Buyer shall not disclose such prices to any unrelated party at any time nor for any reason unless legally compelled to do so.
9. Exclusive Pricing.
All scheduled Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets. Further, the scheduled Prices, as the same change from time to time, will exclude shipping, insurance and handling charges, which are the obligation of Buyer and will be added to the invoice as prepaid by Seller.
10. Payment Terms.
Terms of payment are net cash at the time of the order. Buyer shall pay interest on all late payments at the rate of 1.5% per month calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees and court costs. In addition to all other remedies available under these Terms and Conditions or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Products if Buyer fails to pay any amounts when due hereunder. The Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise. If Buyer disputes any invoice or portion thereof, it shall notify Seller in writing within seven (7) days of receipt of said invoice, detail the reason for the dispute, and pay all undisputed amounts. All charges not timely disputed in writing shall be deemed to be undisputed and shall be due and payable as set forth above.
11. Acceptance of Orders:
The receipt of an email order confirmation does not constitute the acceptance of an order or a confirmation of an offer to sell. We reserve the right, without prior notification, to limit the order quantity on any item and/or refuse service to any customer. Verification of information may be required prior to the acceptance of any order. By placing a credit card order, the customer grants us permission to contact their bank to verify their identification and such other information as the Seller deems appropriate and necessary for its business purposes.
12. Disclaimer of Warranty & Indemnification.
(a) SELLER SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, WHETHER EXPRESSED OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO EHRO FIELD SOLUTIONS PRODUCTS TO BE PROVIDED, ACCESSED, USED OR DELIVERED PURSUANT TO THIS CONTRACT.
(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PRODUCTS SOLD HEREUNDER OR, AS TO SOLUTIONS, FOR THE AMOUNTS PAID TO SELLER FOR SOLUTIONS PERFORMED HEREUNDER.
(c) This limitation of liability is a material basis for the parties’ bargain and reflects the bargained- for allocation of risks between Seller and Buyer, without which Seller would not have agreed to provide the Products or Solutions at the price charged.
(d) In no event will Ehro Field Solutions, LLC be liable for any punitive, incidental or consequential damages in any action arising from or related to this Contract, including all exhibits and addenda, if any, or any use or results of the Products provided by Ehro Field Solutions, LLC pursuant to this Contract, whether based in contract, tort (including negligence), intentional conduct or otherwise including without limitation, damages resulting from the loss of profits, income, business or goodwill, regardless of whether such party has been advised of the possibility of damages.
(e) Indemnification. The Buyer agrees to defend, indemnify and hold Ehro Field Solutions, LLC and its respective officers, directors, employees, and agents harmless from and against all liabilities (whether arising under contract, tort or otherwise), damages, losses, demands, actions, claims and expenses (including attorneys’ fees and court costs) brought or asserted against Ehro Field Solutions, LLC and any of its officers, directors, employees, and agents, arising out of or related to the use of Products purchased by the Buyer either directly or indirectly.
13. Governing Law.
This Contract shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflicts of law provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this Contract shall be in an appropriate state or federal court located in the State of Colorado, the City and County of Denver.
14. Sales to Consumers.
All Products sold to individual Purchasers are not to be resold by them for any commercial purposes. Accordingly, Seller disclaims all warranties to consumers, as defined by the Magnuson-Moss Act, nor shall Seller be liable for failure to detect improper use, installation or maintenance of the Products by Buyer.
15. Product Warranties:
a) Return for any reason: The Company will allow the Buyer to return any Product within the first thirty (30) days after its receipt thereof, for any reason whatsoever. The Product must be returned in new condition in all respects (including packaging, inserts and so on.) The full costs, expenses, including insurance at the option of the Buyer, of the return shipping will be that of the Buyer in the event of such return. Upon the receipt of the returned Product(s), the Company will issue a refund of the purchase price in the same manner as its original payment.
b) Limited Manufacturing Warranty. The Company warrants that for a period of 90 days after the receipt of the Product by the Buyer, the Company will allow a return from the Buyer for reasons of defects in materials and workmanship only. The sole obligation of the Company under this limited warranty shall be to provide, at no charge to the Buyer, a replacement Product or to issue a refund in the same manner of its original payment.
16. New Products:
Because the Buyer is purchasing new Products from the Seller, the Buyer acknowledges that (i) the Seller is not the manufacturer of the Products; (ii) if the Products include a manufacturer's warranty, the Seller will pass through to Buyer the manufacturer's warranty to the extent permitted by the terms of such warranty; and (iii) the manufacturer's warranty will be subject to all conditions and exclusions set forth therein. In certain circumstances, the Buyer may have the option of purchasing an equipment protection plan or extended service coverage (each, an "Extended Protection Products"); if such an Extended Protection Products is available and is purchased by the Buyer, at the time of sale, the Extended Protection Products will be subject to all conditions and exclusions included in such Extended Protection Products. Although we have made every effort to display the colors accurately, the images of the Products on our site are for illustrative purposes only. We cannot guarantee that your computer's display of the colors accurately reflects the color of the Products, your Products may vary slightly from those images. Although we have made every effort to be as accurate as possible, all sizes, dimensions and measurements indicated on our site are approximate.
17. Adequate Assurance.
The Seller reserves the right by written notice to cancel any order or require full or partial payment or adequate assurance of performance from Buyer without liability to Seller in the event of: (i) Buyer’s insolvency, (ii) Buyer’s filing of a voluntary petition in bankruptcy, (iii) the appointment of a receiver or trustee for Buyer or (iv) the execution by Buyer of an assignment for the benefit of creditors. Seller reserves its right to suspend its performance until payment or adequate assurance of performance is received and also reserves its right to cancel Buyer’s credit at any time for any reason.
18. Intellectual Property Rights.
(a) Seller is unable to guarantee that no patent rights, copyrights, trademarks, (user) rights, trade models or any other rights of third-parties are infringed by Products received from suppliers and/or buyers via Seller or third-parties via them, including but not limited to Products, models and drawings for the manufacture and/or delivery of certain Products.
(b) In the absence of a written agreement to the contrary, Seller holds the copyrights and all rights of (industrial) property to the offers it has made and the designs, images, drawings (test) models, software, templates and other Products that it has issued.
(c) The information and material contained and/or displayed on this site, including, without limitation, all logos and trademarks, whether presented through text, images, photographs, audio, video or any other medium, may not be used in any manner, or for any purpose, without our prior express written permission of the Seller who owns such materials.
(d) This website is owned and operated by EHRO Field Solutions, LLC, a Colorado limited liability company. All content including pictures, designs, logos, photographs, written and other materials on our website are copyrighted to EHRO and authors, designers, photographers etc. All worldwide rights are reserved. This site and its contents may only be used for personal noncommercial use. Any reproduction in whole or in part of our website is strictly prohibited without the prior written permission of EHRO Field Solutions, LLC.
(e) Unless otherwise indicated, all materials on this website, and the website itself, are protected by copyrights, trademarks and/or other intellectual property rights. These materials are owned by EHRO Field Solutions, LLC. Except for the purpose of a bona fide use of this site or as otherwise permitted by Copyright laws of the US as amended, this site or any portion of this site may not be reproduced, duplicated, copied, sold, re-sold or otherwise exploited for any commercial purpose that is not expressly permitted by EHRO Field Solutions, LLC. Any other use of materials on this website, including reproduction for purpose other than your personal non-commercial use, modification, distribution or republication, without the prior express written permission of EHRO Field Solutions, LLC is strictly prohibited.
19. Compliance with Laws.
Seller shall take reasonable steps to ensure the Products are in conformity with applicable laws and regulations; however, Buyer acknowledges that Products may be used in various jurisdictions for various applications subject to disparate regulations and therefore that Seller cannot warrant compliance with all applicable laws and regulations. Seller disclaims any representation or warranty that the Products conform to federal, state or local laws, regulations, ordinances, codes or standards, except as expressly set forth by Seller in writing. Buyer shall comply with all applicable laws, regulations and ordinances. Seller may terminate this Contract if any governmental authority imposes antidumping or countervailing duties or any other penalties on Products.
In addition to any remedies that may be provided under these Terms and Conditions, Seller may terminate this Contract with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Contract and such failure continues for five (5) days after Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms and Conditions, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
21. Amendment and Modification.
These Terms and Conditions may only be amended or modified in a writing which specifically states that it amends these Terms and Conditions and is signed by an authorized representative of each party. Such amendment and/or modification may occur at any time without the requirement for prior notifications.
No waiver by Seller of any of the provisions of this Contract is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Contract operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
23. Confidential Information.
All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
Buyer shall not assign any of its rights or delegate any of its obligations under this Contract without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Contract.
25. Relationship of the Parties.
The relationship between the parties is that of independent contractors. Nothing contained in this Contract shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Contract or to such other address that may be designated by the receiving party in writing. Notwithstanding anything in this Contract to the contrary, all Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Contract, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
If any term or provision of this Contract is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.
Provisions of these Terms and Conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms and Conditions including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, Indemnification, Submission to Jurisdiction/Arbitration and Survival.
29. Complete Agreement.
These General Terms and Conditions constitute the entire agreement between Buyer and Seller relating to the subject matter hereof, and supersede all prior and contemporaneous discussions, understandings, and agreements related to the subject matter hereof.
You agree that your access to, and use of, this website is subject to these terms and all applicable laws, and is at your own risk. This website and its contents are provided to you on "as is" basis, the website may contain errors, faults and inaccuracies and may not be complete and current. EHRO makes no representations or warranties of any kind, express or implied as to the operation of this website or the information, content, materials or Products included on this website, except as otherwise provided under applicable laws.
Neither EHRO Field Solutions, LLC nor its affiliates, directors, officers, employees, agents, contractors, successors or assigns will be liable for any damages whatsoever arising out of, or in any way related to, the use of this website and any other website linked to this website. This limitation applies to direct, indirect, consequential, special, and punitive or other damages you or others may suffer, as well as damages for loss of profits, business interruption or the loss of data or information.