Entire Agreement: The online order along with this Exclusive Terms and Conditions of Online Sale constitutes the entire agreement between Advanced Cooling Technologies, Inc. (“ACT”) and the buyer (“Buyer”) and may not be modified except by a writing signed by the authorized representatives of the parties.
Payment Options: ACT accepts the following major credit cards for all online orders: VISA, MasterCard, American Express, and Discover. Shipment of ordered products is contingent upon ACT’s verification of Buyer’s credit card information.
Shipping; Title and Risk of Loss: ACT’s exclusive terms and conditions of sale regarding the transfer of title of products sold is F.O.B., Origin, and title to products and risk of loss shall pass immediately to Buyer upon delivery to a carrier. Shipping insurance is not automatically included in the shipping charges. Buyer must contact ACT at the time of order to explicitly request the inclusion of shipping insurance.
Inspection: Buyer shall, within 48 hours of the receipt of any products delivered hereunder, inspect such products and notify ACT if any of the products are, in the opinion of Buyer, not in compliance herewith. In the event that no such notification is received by ACT, the products shall be deemed to have been conclusively accepted by Buyer and, for any and all purposes hereof, deemed to be compliant with the terms hereof. In the case that any products that are, in the opinion of Buyer, not in compliance herewith and with respect to which ACT receives a written notification as set forth in this Section 4, ACT shall provide further instructions regarding the disposition of such products. The provisions of this Section 4 shall not be deemed, in any respect, to affect the transfer of title and risk of loss provisions of Section 3.
Taxes: ACT is obligated to charge sales tax for products sold and delivered to Buyer in any of the states of California, Delaware, Florida, Indiana, Maryland, New Jersey, Pennsylvania, Texas, Virginia, West Virginia, and the District of Columbia (DC) unless Buyer explicitly indicates its tax-exempt status at the time of order AND provide the tax exemption certificate before the shipment of the products. ACT does not charge sales taxes for products sold and delivered to Buyer in a state other than the above states. It is such Buyer’s responsibility to pay appropriate tax to the relevant states.
Force Majeure: ACT shall not be responsible for delays in delivery of products if such delays shall be due to fires, floods, strikes, work stoppages or slow down, accidents, casualties, inability to procure materials or labor, delays in transportation however caused, or other like or unlike causes, foreseen or unforeseen, beyond ACT’s control.
Termination; Changes to Orders: Online orders cannot be terminated or changed without the written consent from both ACT and Buyer. Buyer must contact ACT to request termination of or change to an online order within 24 hours of placing such order.
Warranty: ACT provides a one-year warranty against defects in materials and workmanship in its products. THE LIMITED WARRANTY DESCRIBED HEREIN SHALL BE IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY. The terms that are contained herein constitute the entire agreement of the parties with respect to warranties and representations of ACT. There are no other representations, warranties, or guarantees that apply to the sale of ACT’s products unless otherwise expressly agreed to in writing by ACT. Any claim for breach of the express warranties set forth herein that is not made within the timeframes set forth in Section 9 shall be deemed to have been waived.
Exclusive Remedy: Buyer’s exclusive remedy for any warranty claim, or for any other claim arising from, based on, or in connection with the contract, shall be, at ACT’s option, (a) replacement, rework or repair of any non-conforming product, or (b) refund of the purchase price for the product (which may be conditioned upon the return to ACT of the relevant product). Any products that ACT chooses to replace, rework or repair will be shipped to Buyer F.O.B., Origin. In no event shall any products be returned, repaired, reworked, or scrapped by Buyer without the written authorization of ACT. Any claim by Buyer for any cause arising from, based on, or in connection with the order shall be deemed waived unless made, in writing, within 30 days of the accrual of any such claim; provided, however, that no action shall be brought by Buyer for any cause arising from, based on, or in connection with the order more than one year after the date of shipment of the relevant product. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, (i) ACT’s total liability, whether arising from, based on, or in connection with the ORDER, whether a claim is made under contract, warranty, negligence, tort, strict liability, or any other cause or basis whatsoever, shall not, in any event, exceed the purchase price of the products involved, and (ii) ACT SHALL not be liable for any incidental, CONSEQUENTIAL, punitive, OR EXEMPLARY LOSSES, DAMAGES OR EXPENSES, WHETHER direct or indirect.
Suitability: Buyer shall have sole responsibility for selection and specification of the products appropriate for the intended end use of such products.
Applicable Law; Severability; Forum: The terms of conditions of sale herein shall be construed in accordance with the laws of the Commonwealth of Pennsylvania; provided, however, that the Convention on Contracts for the International Sale of Goods is specifically excluded. If any of the terms or conditions are declared to be unenforceable by a court of competent jurisdiction, all other portions shall be considered to be valid and enforceable to the extent that they are reasonably severable. Buyer hereby irrevocably submits to the exclusive jurisdiction and venue of (a) the state courts sitting in Lancaster County, Pennsylvania, and (b) the U.S. District Court for the Eastern District of Pennsylvania, for the adjudication of any dispute arising from, based on, or in connection with the online order, and hereby irrevocably agrees that it will not assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper.
This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.