Terms & Conditions

The terms and conditions of this Customer order shall become the exclusive and binding agreement between Wall Industries, Inc. (herein known as “Wall”) and the Customer covering the purchase of the products.

ACCEPTANCE

The Acceptance of this order by Wall is expressly limited to the terms and conditions stated herein, and no other terms and/or conditions are applicable. All orders entered into by the Customer with Wall are binding as of the date the Customer’s order is received by Wall (subject to the 72 hours clause (please refer to “Objections to the Agreement” and “Non Cancellation” sections of this Agreement). Any additional or different terms will not apply unless expressly agreed upon in writing by both the Customer and the General Manager of Wall Industries, Inc.

OWNERSHIP

A.)       Proprietary Rights.  In so much as that Wall designs products to the customer’s specifications, it shall remain the property of Wall and no ownership of design is directly or indirectly conveyed to the said Customer.  Wall shall  own the entire right, title and interest in and to the Wall Products, the documentation and in all intellectual property rights related thereto. Customer shall not (and shall require “its” (modified) Customers not to) remove, alter, cover or obfuscate any licenses, copyright notices or other proprietary rights notices placed or embedded on or in the Wall Product and documentation. No title to or ownership of the Wall Product design documentation is transferred to Customer. Customer shall not translate, localize or modify any portion of the Wall Product or documentation without the prior written consent of Wall.

B.)       Trademarks.  Except as otherwise set forth in this Agreement, no rights are granted to Customer to use the trademarks, service marks, logos, brand source distinctions and trade names of Wall (“Trademarks”) or trademarks or   trade names of third parties used in connection with the Wall Product or Documentation except simply to identify the Wall Product and documentation licensed by Wall to Customer pursuant to this Agreement. The Customer shall use the Trademarks exclusively to identify the Wall Product and documentation and shall not use the Trademarks in combination with any trademarks, service marks or logos of Customer. Any such use of the Trademark shall clearly identify Wall or its licensors as the owner of the Trademarks and conform to Wall’s then-current trademark and logo guidelines. Before publishing or disseminating any advertisement or promotional materials bearing a Trademark, Customer shall deliver a sample of the advertisement or promotional materials to Wall for prior approval. If Wall notifies the Customer that the use of the Trademark is inappropriate or undesirable, the Customer shall not publish or otherwise disseminate the advertisement or promotional materials until they have been modified to Wall’s satisfaction.

USE RESTRICTIONS

Wall Industries, Inc. does not authorize or intend for any of its products to be used for surgical implantation, use in nuclear power, or life support where any single component failure could cause substantial harm to persons or property. Customer agrees that Wall will not be held liable for any claim or damage arising from such use of these products, and the Customer assumes the risk for using or selling these products against authorization or intended use by Wall.

PRODUCT SPECIFICATIONS

Product specifications are subject to change without notice as long as it does not change the form, fit and function of the product as specified on Wall’s published data sheets.

CERTIFICATE OF COMPLIANCE

Wall Industries, Inc. hereby certifies that materials and/or products furnished, have been manufactured in accordance with applicable specifications and requirements. We further certify that all products have satisfactorily met all functional requirements.

PRICING

Price is subject to change without notice and does not include packaging, handling, freight insurance, traffic, duties and freight. The Customer is responsible for any duties or tariffs assessed in the purchase of products or components by its Supplier by Wall.

MINIMUM ORDER/INVOICE

The minimum order is $300.00 (three hundred dollars and no cents) per purchase order. The minimum invoice to the Customer is $300.00 (three hundred dollars and no cents).

OBJECTIONS TO THE AGREEMENT

If the Customer objects to any terms and conditions of this Agreement, the Customer shall notify Wall in writing of the Customer’s specific objections within 72(seventy two) hours after receipt of the Wall’s general terms and conditions.

ORDER CANCELLATION

All orders accepted by Wall are binding and are not subject to cancellation by the Customer. Notwithstanding, if cancelled by the Customer the applicable order will result in a 100% cancellation charge assessed by Wall.

RESCHEDULING OF ORDERS

The Customer may not reschedule its shipments within 12 weeks of scheduled delivery date.

DELIVERY

All Customer orders are F.O.B. shipping point. Shipment will be made as specified by the Customer. If not specified, the best available shipping method will be used determined by Wall. Wall Industries, Inc. reserves the right to ship +/- 3% (three percent) of the total order.

TITLE/RISK OF LOSS

Wall retains title until invoice is paid in full. The Customer is responsible for risk of loss until passage of such title to the Customer. Customer herby grants Wall a security interest in the goods purchased as security for its obligation. Risk of loss shall pass to the Customer upon delivery of the goods to the common freight carrier.

TERMS OF PAYMENT

Net 30 days from date of shipment unless otherwise expressly agreed upon in writing by Wall (subject to credit approval). All payments are in United States dollars.

RETURNS

Product returns are not accepted except in case of defect. In the event product must be returned to Wall, a valid Return Material Authorization (RMA) number must be obtained. Such RMA number shall be properly identified on the shipping label. If Wall does not receive the goods within 30 days of issuing an RMA number, Wall will invalidate the original RMA number and a new number must be obtained. Returns without an authorized RMA number will be refused by Wall. All warranty returns are repair and replacement only. For products received by Wall which are out of warranty, the Customer will be charged a minimum of $175.00 per hour for failure analysis and/or a minimum of

$100.00 or $50.00 per hour labor and overhead, plus material costs for test and repair items.

TAXES

Unless the Customer provides a valid applicable exemption certification, the Customer shall pay applicable federal, state, local and provincial sales, use, excise and indirect taxes (i.e., value-added taxes or “VAT”) related to the expenditures made by the Customer pursuant to this Agreement. Should Wall be assessed any sales/use taxes or other similar taxes by the applicable State or Federal tax authorities as a result of tax audit, such amounts assessed will be invoiced and due from the Customer. The Customer shall have no liability for any taxes, duties, levies, and other similar charges based on and related to revenues, profits or net income. In the event Wall invoices the Customer for indirect taxes, the Supplier shall provide authorized invoices to the Customer for reclamation purposes.

LATE CHARGES

If any payments are not paid within 10 days of the due date, the customer shall be responsible and pay to Wall on demand a late charge thereon from the due date until payment in an amount equal to the lesser of an annual rate to the maximum rate permitted by law.

WARRANTY

Wall standard catalog products are guaranteed for a period of two (2) years from the purchase date against defects in material and workmanship and one year for modification or custom products. Wall further guarantees that these components are functioning properly and have been tested in conformance to meet the requirements and specifications for which they were intended. Wall specifically does not guarantee the performance of these components in applications for which they may not be appropriate. Any oral statements about the order do not constitute warranties and shall not be relied upon by the customer and are not part of this Agreement.

The Buyer must properly notify Wall in writing of any deficiencies in the product within seven (7) days of discovery of such defect. Any defective unit will be repaired or replaced under the terms of the warranty provided that the unit has not been operated other than in accordance with its specifications and/or has not been mishandled or physically damaged. If the Buyer fails to give timely notice of deficiency, such failure shall be deemed to constitute acceptance of the goods by the Buyer.

LIMITATION OF LIABILITY/WARRANTIES OF COMPLIANCE

In no event, whether as a result of breach of contract or warranty, tort (including negligence) or otherwise shall Wall be liable for any consequential, incidental or exemplary damages; including, without limitation, any loss of profit or revenue, loss or use of any equipment, or downtime cost.

No other warranties expressed or implied, including the warranty of merchantability and fitness for a particular purpose will apply to goods sold unless the parties shall otherwise agree in writing. Any other warranties or guarantees oral, written, expressed or implied are not recognized by Wall.

INDEMNIFICATION

Customer agrees that it will defend, hold harmless and fully indemnify Wall from and against any and all loss, expense, damages or liability arising from or in connection with the unauthorized or unintended use of such products. The Customer, its assignees and all related parties are expressly prohibited from reverse engineering products. Designs and patented technologies are protected and will be vigorously defended by Wall against such violations. In no case shall the liability of Wall exceed the original purchase price of the product in questioned. This warranty is extended directly by Wall and is the sole warranty applicable.

GOVERNING LAW

This Agreement, its validity, construction and performance shall be governed by and construed in all respects under the laws of the State of New Hampshire without regard to the laws that would otherwise apply under applicable choice- of-law principles. The Parties hereby submit to the exclusive jurisdiction of the federal and state courts located in New Hampshire in connection with any matters arising out of this Agreement and hereby waive any objection to the propriety or convenience of the venue in such courts. The Customer name listed on the purchase order is the responsible party.

FORCE MAJEURE

Except for the obligation to make payments, nonperformance of either party shall be excused to the extent performance is rendered impossible by strike, fire, flood, governmental acts, orders, restrictions, failure of Wall or any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the non-performing party. In the event of a threatened default or default as a result of any of the above causes, the defaulting party shall exercise its best efforts to avoid and cure such default.

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