Soles Electric - An Industrial Service Group LLC (“ISG”) Company
Last updated: June 21, 2024
THESE TERMS AND CONDITIONS CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
BY PLACING AN ORDER FOR SERVICES (DEFINED BELOW) FROM THIS SITE (DEFINED BELOW) OR BY CLICKING "ACCEPT" TO THESE TERMS AND CONDITIONS FOR ONLINE SALES ("TERMS") WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS, OUR TERMS OF USE, PRIVACY POLICY, AND ANY OTHER POLICIES, E.G., SHIPPING POLICY, RETURN POLICY, AND LIMITED WARRANTY POLICY.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THIS SITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH COMPANY, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS SITE OR ANY OF ITS CONTENTS ARE NOT PROHIBITED FROM ACCESSING OR USING THIS SITE OR ANY OF THIS SITE'S CONTENTS OR SERVICES BY ANY APPLICABLE LAW, RULE, OR REGULATION.
These Terms apply to the purchase and sale of Services (defined below) through https://www.soleselectric.com/ (the "Site"). These Terms are subject to change by SOLES ENTERPRISES, LLC, its affiliates and subsidiaries (herein referred to as the "Company", "us", "we", or "our" as the context may require), without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and you ("Customer", "you", or "your") should review these Terms before purchasing any Service available through this Site. Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes. These Terms are an integral part of the Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy and other policies we provide or make available to you, including without limitation Shipping, Return, and other Policies. These Terms shall be exclusive and in lieu of all terms and conditions appearing on the face or reverse side of any purchase order or other documents submitted by the Customer, except as may be otherwise agreed in writing between the parties in the manner specified herein. "Services" means all delivery, installation, repair, maintenance, or other work procured by Customer or otherwise provided by Company that Company has agreed to perform, whether itself or through its subcontractors. "Products" means all equipment, materials, supplies, parts, components and other goods that Company has agreed to provide, whether directly or through a third-party supplier, distributor or fulfillment company.
TERMS AND CONDITIONS
Order Acceptance and Cancellation
When placing an order on our Site, you are effectively offering to purchase whatever Products and/or Services you select. We reserve the right to accept or reject any order in our own discretion. We will only accept or reject an order in its entirety. Should we elect to accept your offer, you will receive a confirming email at the email address that you provide at such time. Notwithstanding, we reserve the right to cancel any order once accepted by us (as evidenced by a confirming email) at any time in our sole discretion. Additionally, you have the option of cancelling your order (in its entirety only) at any time prior to our having sent to you the confirming email referenced herein.
Invoicing and Payment Terms
All prices posted on this Site are subject to change without notice. The price charged for a Product or Service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors. Product lead times are estimates only and are not guaranteed, and they may sometimes be longer than lead times shown or quoted.
Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received in full by us at the time of purchase unless we have preestablished other terms with you in writing.We accept Visa, Mastercard, and American Express for all purchases and may accept other payment methods (please confirm by contacting us). You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including applicable taxes, if any.
For Customers who have Net Payment Terms established with the Company:
Customer, in good faith and within ten (10) days of invoice date, may dispute an invoice and notify Company of the reasons for the dispute.
Company and Customer shall promptly meet and resolve such dispute, with the disputed Products or Services(s) immediately due for payment upon settlement, if the original invoice due date has passed. Customer shall pay the undisputed portion within thirty (30) days of the invoice date in such manner and to such account as stated in the invoice.
Undisputed invoices or portions thereof that are past due shall bear a service charge of the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law until paid, as well as Company's costs of collection, including, without limitation, actual attorneys' fees.
Unless otherwise agreed by us in writing, all prices are stated in and all payments are due in US dollars.
All payment schedules shall be as specified in the Site and are subject to our review and approval of customer credit. We reserve the right to require advance payment or a Letter of Credit from Customer. The Letter of Credit shall be from a USA chartered bank.
If Customer fails to fulfil any condition of the terms of payment as set out on the Site, Company may (1) cancel an order for Products or suspend the Services, or (2) continue the order or the Services if Company deems it reasonable to do so. In any event, the Customer shall pay for the costs incurred by Company as a result of such non-fulfilment. If such non-fulfilment is not remedied by Customer, Company may cancel the order or suspend the Services and Customer shall pay Company its reasonable and proper charges for cancellation, including charges for work already performed, upon submission of Company invoices.
For Customers who have Net Payment Terms established with the Company, Company reserves the right to modify payment terms, including requiring full or partial payments in advance, or to suspend or cancel Services, if (1) Customer fails to make any payment when due, (2) upon commencement of any bankruptcy or reorganization proceedings or potential insolvency of Customer, (3) Company becomes aware of circumstances that may materially and adversely impact Customer's ability to meet its financial obligations when due, or (4) if in Company's sole judgment, Customer's financial condition materially deteriorates. These rights to modify payment terms or to suspend or cancel orders for Products and/or Services are not deemed to be a modification of these Terms and are in addition to any policy rights of Company whether or not provided to Customer. In the event of cancellation under this clause, the Customer shall pay Company its reasonable and proper charges for cancellation, including charges for work already performed, upon submission of Company invoices.
Tax
Company agrees to pay any tax or assessment upon its charges covered by these Terms based on or measured by net income or profit, imposed or levied by any government having jurisdiction over its place of business.
All prices are exclusive of any excise, sales, use or withholding taxes; customs or duties; or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. For any tax-exempt purchases, you will be required to provide written tax exempt status proof at the time of purchase.
Shipments; Delivery; Title & Risk of Loss; Returns
We will arrange for shipment of Products and other goods and materials to you in accordance with our standard shipping practices, and if applicable our Shipping Policy. Please check the individual Service page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process.
Unless otherwise set out in applicable provisions of our Shipping Policy, Products and other goods and materials supplied by Company shall be delivered EXW Company's facility (Incoterms 2020). Title and risk of loss shall transfer to Customer when such goods or materials are made available for shipment at Company's facility. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
For Services involving repair or modification of Customer equipment at a Company facility, delivery shall be EXW Company's facility (Incoterms 2020). Risk of loss for such equipment shall transfer to Company upon delivery of Customer equipment to Company's facility. Title to such equipment shall remain with the Customer.
Title to site services shall pass to Customer upon performance.
We will process returns and refunds in accordance with our, and as applicable our vendors’, Return Policies. WE OFFER NO REFUNDS ON ANY PRODUCTS DESIGNATED ON THIS SITE AS NON-RETURNABLE.
Intellectual Property
You acknowledge that we do not provide the Services on a "Work for Hire" basis. All Company intellectual property relating to the Services and Products remains the sole and exclusive property of Company.
Limited Warranty
We warrant that for the Warranty Period set forth below that all of our Services shall be performed with the skill and care commensurate with the recognized standards prevailing in the industry. We make no warranty regarding any Customer or third party designed, manufactured, or supplied Products (including Products of our vendors that we sell), software, or other deliverables, but will use commercially reasonable efforts to assist Customer in securing the benefit of any warranties provided by such third parties.
Our warranty for each Service is 6 months for underground Services and 12 months for above ground services (the “Warranty Period”), from the date in which Services are rendered. If you submit a valid warranty claim within such Warranty Period, then our sole liability and your exclusive remedy in any cause of action whether in contract, tort, breach of warranty or otherwise arising from or related to the sale or use of any Services is expressly limited to, at our option, the re-performance of the Services, or a credit for the cost of such Services.
You shall assume all responsibility and expense for removal, reinstallation, and freight in connection with the foregoing remedies. Reperformed Services are warranted for the balance of the Services' original warranty. We reserve the right of disposal, destruction, or reuse of any Products, part(s) and material(s) returned to us.
Any warranty claim made by you shall be made in writing and delivered to us within thirty (30) days after the defect or failure is discovered. We will not accept any warranty claims received by us following the expiration of the Warranty Period set out in these Terms. If you assert a timely warranty claim, as provided herein, we shall evaluate the warranty claim's compliance with these Terms and advise you within a commercially reasonable time as to whether we approve or reject, at our sole and reasonable discretion, such warranty claim. If the claim is not a valid warranty claim (in our reasonable discretion), then all costs of the claim evaluation shall be your responsibility.
This warranty is subject to the following conditions: (a)The item (equipment, part, or component) was properly installed by qualified personnel or Company; (b) the item was operated and maintained in accordance with applicable manufacturer's guidelines and standards, overhaul manuals, service bulletins and handbooks; (c) the item has been used under normal operating conditions, has not been subjected to misuse, neglect or accident and has not subsequently been repaired or altered, except by Company; and (d) where the item is to be stored for any period prior to installation, acceptance by Company of any warranty claims, are conditional upon the item being stored in accordance with the manufacturer's recommended storage procedures and conditions laid down in the maintenance instructions prepared by the manufacturer.
Software Warranty
Company takes the necessary reasonable precautions to assure that Company's computer programs, application software, operation system software, firmware and other such information and manuals supplied on tapes, disks, documents and other materials in machine readable or other form which is the property of Company or Company's licensors ("Software") that are supplied to Customer are operative for the purposes set forth in Customer's specifications. However, because users of Company Software may employ Software in unusual applications outside the scope of those originally contemplated, and because defects in Software cannot with absolute certainly be detected and removed in advance of actual operation, any express or implied warranty by Company with respect to Company Software is limited to the making of corrective changes therein or the refund of the purchase price of the Software if, in our sole discretion, corrective action cannot remedy the defect.
Within one (1) year after delivery to Customer of any item of Company Software, Company will supply free of charge a corrected version of that item provided the Customer furnishes Company with a detailed description of the problem or difficulty which it has experienced, and only if the correction of the Software that is to be made by Company does not involve new functions that were not included or intended to be provided as part of the original Software. No other warranty is made or implied, and the foregoing warranty shall be void if changes or additions to the Software are made by the Customer to the Company Software unless the written approval of Company is first given with respect to any change or addition, which the Customer desires to adopt.
Should Company give written notice to Customer, or subsequent owner of Company Software, of any updated or revised software developed by Company for any system, the Customer or said subsequent owner shall, without delay, employ the same in the application or the system. This update or revised Software will be made available free of charge. Failure to so comply with such notification shall fully release Company from any and all liability and claims related to or resulting from disregard of such notice. Such notice shall be deemed duly given when forwarded by U.S. certified or registered mail, postage prepaid, addressed to Customer's or said subsequent owner's address as appearing on Company books of record.
Notwithstanding the supply of the Software, all rights in the Software remain the property of Company. However, Company hereby grants to Customer a non-exclusive, non-transferable license to use the Software for the intended function, the consideration for such license being included in the price of the Software products unless otherwise indicated in the Company proposal/offer; and provided Customer abides by Company's confidentiality requirements. This license shall automatically terminate if Customer transfers the Software or provides a copy of such Software to another party.
Customer shall not make available or otherwise disclose to any other third party the Software or any part thereof or any information relating thereto without the prior written consent of Company. Customer shall, at all times, be able to account for all copies of the Software which are required to be made to permit its efficient use in its intended application. Company shall be entitled to terminate this license in the event of failure by Customer to comply with any of the conditions stated in this paragraph and in the event of termination; the Customer shall return all copies of the Software to Company within thirty (30) days of such termination.
Any software materials purchased from a third party by Company that is to be supplied to Customer under a contract or purchase between Customer and Company shall be furnished to Customer with the same warranty and licenses that the Company receives from the third party. Notwithstanding any other provisions herein to the contrary, Company or the other third party owners shall retain all exclusive rights, interest and title to Company's respective Software.
Warranty Disclaimers
EXCEPT FOR THE LIMITED WARRANTIES IN CLAUSES 6 (Limited Warranty) AND 7 (SOFTWARE WARRANTY), COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST TITLE OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
THE REMEDIES SET FORTH IN CLAUSES 6 (Limited Warranty) AND 7 (SOFTWARE WARRANTY) ARE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES.
COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY CUSTOMER SUPPLIED SERVICES OR THIRD PARTY SERVICES WHATSOEVER (INCLUDING WHETHER SUCH SERVICES ARE FACILITATED BY COMPANY OR PROCURED BY YOU IN CONNECTION WITH OUR SERVICES.
NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT OR ADVICE PROVIDED BY US OR ANY OF OUR SUPPLIERS, AGENTS OR EMPLOYEES WILL CREATE A WARRANTY FOR PRODUCTS OR SERVICES PROVIDED OR SOLD ON THE SITE.
Privacy
We respect your privacy and are committed to protecting it. Our Privacy Policy governs the processing of all personal data collected from you in connection with your purchase of Products and Services through the Site.
Force Majeure
Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms (except for any of your obligations to make payments to us hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of these Terms; (f) national or regional pandemic or emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within seven (7) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
Changes
You can make changes to your order through the Site, and where such changes result in a change in price of Products or Services, or time of delivery or completion of Services (collectively the "Adjustments"), we shall notify you of such Adjustment and you agree that such Adjustment shall automatically be applied to your order.
Suspensions
In the event that you wish to temporarily suspend our performance of any order, you shall specify which part of the order shall be suspended, the effective date of the suspension, the expected date of resumption and the mobilization and support functions which are to be maintained during the suspension period.
Company shall advise Customer of any price change necessitated by the suspension, and where such suspension results in an Adjustment, we shall notify you of such Adjustment and you agree that such Adjustment shall automatically be applied to your order. Products for which the supplier does not provide for delays or suspension of delivery may not be delayed or suspended.
We, at our option, shall be relieved of our obligation to provide the Services hereunder if you defer start of the Service beyond three (3) months of the starting date originally specified, or if the Service is suspended for more than three (3) months. In any event, the date for completion shall be extended in all cases by an amount of time equal to the length of the delay.
Liens
We shall have a right of lien upon all equipment in our possession upon which we have undertaken work of any nature. In the event of non-payment of any undisputed invoice, you shall be in default. Our remedies for your default shall include, but not be limited to, sale after notice.
Inspection
You shall have ten (10) business days from receipt of Products and/or Services to notify us of any non-conforming Products and/or Services. Failure to timely notify us in writing of any defects will constitute your acceptance of the Products and Services.
We will not be responsible for any damage caused during shipment. It is your sole responsibility to file any appropriate claims with the carrier.
You may inspect the Services at our facility within normal working hours and on date agreed by us in writing. We shall not be responsible for any expenses associated with such inspection.
Access to the premises of our subcontractors or other suppliers shall be subject to our subcontractors' discretion.
Confidentiality
Any information designated by label, stamp or other communication as "CONFIDENTIAL" or "PROPRIETARY" that is produced, prepared, or furnished by a party (whether by us or you) to the other Party (whether to us or you) shall be considered "Confidential Information" and the Parties shall not disclose any such Confidential Information to any other person, or use such information for itself for any purpose other than the performing of these Terms, unless the receiving Party obtains written permission in advance from the disclosing Party. Notwithstanding the above, we may disclose your Confidential Information to our affiliates, employees, agents, and subcontractors who need to know the Confidential Information for the purpose of performing under the relevant order or these Terms.
The confidential obligation assumed by the parties herein shall not apply to any information in which the receiving party can show by reasonable proof: (a) to have been in the public domain at the time of its receipt from disclosing party; (b) to have become generally known to the public through no fault of the receiving party following its receipt; (c) to have been known by the receiving party prior to its receipt; (d) to have been disclosed to the receiving party by a third party on a non-confidential basis, who has no legal duty to the disclosing party to maintain the information in confidence; (e) is approved in writing by a party for disclosure by the other Party to a third party; or (f) is required to be disclosed by order of a court or other governmental agency, but only after reasonable notice to the disclosing party.
Confidential or proprietary information shall not be reproduced for external use by the receiving party without the written consent of the disclosing party.
Dispute Resolution
YOU AND COMPANY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
The arbitration will be administered by JAMS in accordance with the JAMS commercial arbitration rules. The arbitral tribunal shall consist of one arbitrator. The place of arbitration shall be Indianapolis, Indiana. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or these Terms are void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
If you prevail on any claim that affords the prevailing party attorneys' fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.
In any dispute, NEITHER YOU NOR COMPANY WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
To the fullest extent permitted by law, Customer agrees to release, indemnify, protect and hold harmless Company, its agents, representatives, affiliates and their directors and officers and employees, Company subcontractors vendors and their agents, representatives or employees from all losses or liability, for personal injury, death or property damage of any nature to any person or entity to the extent arising from the negligence of the Customer, its agents, representatives, affiliates, directors and officers or employees, or its other contractors, their agents, representatives or employees with respect to acts or omissions connected to this Agreement and the site.
Limitation of Liability
NOTWITHSTANDING ANY RULE OF LAW TO THE CONTRARY OR ANY OTHER PROVISION IN THESE TERMS, AND REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, BREACH OF WARRANTY, INDEMNITY, OR OTHERWISE, WHETHER CAUSED BY THE SOLE NEGLIGENCE OF THE ALLEGEDLY RESPONSIBLE PARTY OR ANY OTHER CAUSE WHATSOEVER:
NEITHER PARTY NOR ANY OF ITS PARTNERS, MEMBERS, AFFILIATES, AGENTS, SUBCONTRACTORS OF ANY TIER, VENDORS, DIRECTORS, OFFICERS OR EMPLOYEES SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, PUNITIVE, INCIDENTAL, OR INDIRECT LOSS OR DAMAGE INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, LOSS OF DATA, LOSS OF USE OF A POWER SYSTEM OR OTHER BUSINESS INTERRUPTION, COST OF CAPITAL, ECONOMIC LOSS, LOSS OF CONTRACTS, COST OF PURCHASED OR REPLACEMENT POWER, OR FUEL COST DIFFERENTIAL OR CLAIMS OF END-BUYERS, WHETHER FORSEEABLE OR UNFORSEEABLE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS;
NEITHER COMPANY NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY LOSS, DAMAGE, OR EXPENSE ARISING FROM ITS FAILURE TO DISCOVER OR REPAIR LATENT DEFECTS OR DEFECTS INHERENT IN THE DESIGN OF GOODS SERVICED, UNLESS SUCH DISCOVERY, REPAIR, AND THE MEANS TO EFFECT SUCH ARE SPECIFIED AND AGREED IN WRITING BY THE PARTIES;
NEITHER COMPANY NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY LOSS, DAMAGE, OR EXPENSE ARISING FROM ANY ADVICE, RECOMMENDATIONS, OR ASSISTANCE PROVIDED TO CUSTOMER, BUT NOT REQUIRED BY THESE TERMS; AND
COMPANY'S AND COMPANY AFFILIATES' TOTAL AGGREGATE LIABILITY WITH RESPECT TO THE SERVICES OR IN ANY WAY ARISING OUT OF OR RELATING TO THESE TERMS, OR THE PRODUCTS OR SERVICES PROVIDED HEREUNDER, SHALL NOT EXCEED THE ORDER PRICE AND CUSTOMER RELEASES COMPANY AND COMPANY'S AFFILIATES FROM ANY AND ALL LIABILITIES IN EXCESS OF THE ORDER PRICE.
Hazardous Materials
You shall promptly and prior to any site visit, identify hazardous materials and conditions, that may be encountered by us and our personnel while at your site, including, without limitation, by providing us with MSDS sheets and other relevant safety information.
It shall be Customer's responsibility for the handling or disposal of any hazardous materials or waste, including, but not limited to, asbestos, and CUSTOMER SHALL DEFEND, INDEMNIFY, AND HOLD COMPANY HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES, LOSSES, CLAIMS, JUDGMENTS, DEMANDS, CAUSES OF ACTION AND EXPENSES (INCLUDING REASONABLE ATTORNEYS FEES AND COURT COSTS) ARISING FROM OR RELATED TO HAZARDOUS MATERIALS EXISTING AT THE SITE OR BROUGHT TO THE SITE BY CUSTOMER, ITS PERSONNEL, OR ANY THIRD-PARTY.
Insurance
Both Parties shall maintain in force adequate insurance to cover relevant statutory requirements and their obligations under the terms of these Terms. Customer shall add Company as an additional insured to each applicable insurance policy, except for worker's compensation, to the extent of Customer's defense and indemnity obligations hereunder. Customer’s insurers shall each waive subrogation rights against the other Party to the extent of the defense and indemnity obligations of such Party.
Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the State of Indiana, without giving effect to principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
Severability
If any provision of these Terms shall be held to be invalid, void, or of no effect for any reason, such holding shall not be deemed to affect the validity of the remaining provisions of these Terms which can be given effect, without the invalid provision, and to this end, the provisions of these Terms are declared to be severable.
Entire Agreement
These Terms and our Terms of Use, Privacy Policy, and any other applicable policies including without limitation any Shipping Policies, Return Policies, Net Payment Terms, is the entire agreement between the parties and merges and supersedes all prior understandings, representations, warranties and agreements in respect of the subject matter contained herein.
Notices
We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current. To give us notice under these Terms, you must contact us by personal delivery, overnight courier or registered or certified mail to Soles Electric, 1552 Tulip Lane, Fairmont, WV 26554, or by email to: info@soleselectric.com. We may update the address or email for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent. Notices by email will be effective upon confirmation of transmission.
Assignment
You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Clause is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
Third-party Beneficiaries
Except for Company's Affiliates, which are third party beneficiaries of these Terms, no provision of these Terms shall in any way inure to the benefit of any other third person to make such person a third party beneficiary of these Terms or of any one or more of the terms hereof.
Prevailing Party
In the event either party brings a dispute pursuant to these Terms to enforce any provision of these Terms, the prevailing Party shall be entitled to recover from the other party its actual costs and attorneys fees.