PURCHASE ORDER TERMS AND CONDITIONS
These Terms and Conditions (“Terms”) shall apply to the purchase by a customer (“Customer”) of goods and/or services (“Products”) from Skopen Commerce, LLC d/b/a Skopen Safety (“Skopen Safety”).
Title; Risk of Loss
Title to the Products purchased shall pass to the Customer upon: (a) delivery of the Products to the destination specified in the relevant Purchase Order Acknowledgement; (b) acceptance of the Products by the Customer; and (c) full payment of all invoiced amounts relating to such Products. Products not rejected in writing by the Customer within ten (10) days following delivery, or Products placed into service by the Customer, shall be deemed accepted. The risk of loss with respect to any Products shall transfer to the Customer upon delivery to the destination specified in the Purchase Order Acknowledgement.
Damage or Shortage Claims
The Customer shall inspect all Products promptly upon delivery. Any claim regarding Product damage or shortage must be submitted to Skopen Safety in writing within seven (7) business days following delivery. Skopen Safety assumes no responsibility or liability for Product damage or shortage not reported in writing by the Customer within this period.
Sales Tax
Skopen Safety will collect all applicable sales taxes for each order as required by law. The Customer may submit a valid tax exemption certificate to Skopen Safety via email at sales@skopensafety.com. All applicable taxes, including sales, use, and excise taxes (national, local, or otherwise) imposed on Products purchased under these Terms will be listed in writing and separately identified on the relevant invoice or other documentation provided to the Customer.
Payment Terms for Customers with Approved Credit
Skopen Safety shall invoice the Customer for Products upon shipment to the delivery location specified in the applicable Purchase Order. Each invoice will include the price of Products, applicable taxes, freight charges, duties, and other costs incidental to the purchase. All prices and payments are to be denominated in U.S. Dollars. The Customer shall pay all invoiced amounts within thirty (30) days after receipt of the invoice. If the Customer disputes any invoiced amount in good faith, the Customer shall pay any undisputed portion and provide Skopen Safety with a written summary of the disputed amount and the basis for the dispute within ten (10) days following receipt of the invoice. The Customer shall not deduct or offset any amounts from Skopen Safety’s invoices. Skopen Safety may apply any overpayment by the Customer to other amounts owed by the Customer to Skopen Safety, without prior notice.
Warranty of Title
Skopen Safety represents and warrants that it has good and marketable title to the Products and the right to sell the Products to the Customer free and clear of all liens, claims, and encumbrances of any third party.
Manufacturer’s Warranty
To the extent permitted by applicable law and the terms of any manufacturer's warranty, Skopen Safety shall transfer or assign any manufacturer’s warranty relating to the Products to the Customer. In the event of a breach, or alleged breach, of any manufacturer’s warranty, the Customer shall process and pursue all warranty claims through Skopen Safety, except where the manufacturer’s warranty specifically permits or requires the Customer to pursue such claims directly with the manufacturer. Skopen Safety will use commercially reasonable efforts to process and pursue warranty claims on behalf of the Customer, subject to the terms and conditions of the applicable warranty. OTHER THAN THE WARRANTIES SET FORTH ABOVE, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRODUCTS ARE BEING SOLD WITHOUT ANY WARRANTY WHATSOEVER FROM SKOPEN SAFETY (OTHER THAN WARRANTIES OF TITLE), AND ALL IMPLIED AND EXPRESS WARRANTIES (OTHER THAN WARRANTIES OF TITLE) ARE HEREBY DISCLAIMED; INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS, AND SUITABILITY OF THE PRODUCTS FOR INTENDED USE, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, CUSTOM OR TRADE USE, IMPORT OR SALE IN ANY PARTICULAR COUNTRY OR JURISDICTION.
LIAIBLITY AND LIMITATION OF DAMAGES
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS), SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THE PRODUCTS OR ANY OBLIGATION ARISING OUT OF THESE TERMS, EVEN IF NOTICE WAS GIVEN OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE.
INDEMNIFICATION
EACH OF CUSTOMER AND SKOPEN SAFETY (AS “INDEMNIFYING PARTY”) SHALL DEFEND, INDEMNIFY, AND HOLD THE OTHER PARTY AND ITS AGENTS, OFFICERS, AFFILIATES, DIRECTORS, SHAREHOLDERS, AND EMPLOYEES (EACH OF THEM, INDIVIDUALLY, AN “INDEMNIFIED PARTY”) HARMLESS AGAINST AND FROM ANY AND ALL ACTIONS, SUITS, LIABILITIES, SETTLEMENTS, LOSSES, DAMAGES, CHARGES, COSTS, COUNSEL FEES, AND ALL OTHER EXPENSES RELATING TO OR ARISING IN CONNECTION WITH ANY AND ALL CLAIMS (WHETHER OR NOT MERITORIOUS) RELATING TO, OR ARISING OUT OF, THESE TERMS TO THE EXTENT CAUSED BY THE ACTUAL NEGLIGENCE, DISHONESTY, WILLFUL MISCONDUCT OR NEGLIGENT OMISSION BY THE INDEMNIFYING PARTY, OR ANY OF ITS EMPLOYEES OR AGENTS; AND IN CASE ANY ACTION, SUIT OR PROCEEDING SHALL AT ANY TIME (EITHER DURING OR AFTER THE TERM HEREOF) BE BROUGHT AGAINST AN INDEMNIFIED PARTY BY REASON OF ANY SUCH CLAIM, THE INDEMNIFYING PARTY SHALL RESIST AND DEFEND SUCH ACTION, SUIT OR PROCEEDING, AT THE SOLE EXPENSE OF THE INDEMNIFYING PARTY BY COUNSEL MUTUALLY ACCEPTABLE BY THE PARTIES, PROVIDED THAT (A) THE INDEMNIFIED PARTY NOTIFIES THE INDEMNIFYING PARTY PROMPTLY IN WRITING OF THE CLAIM AND (B) THE INDEMNIFIED PARTY PROVIDES THE INDEMNIFYING PARTY WITH ALL REASONABLY NECESSARY ASSISTANCE, INFORMATION, AND AUTHORITY TO PERFORM THE FOREGOING AT THE INDEMNIFYING PARTY’S EXPENSE. IN THE EVENT OF THE JOINT OR CONCURRENT NEGLIGENCE OR FAULT OF THE INDEMNIFYING PARTY AND ANY INDEMNIFIED PARTIES, THE INDEMNIFYING PARTY’S INDEMNIFICATION, DEFENSE, AND HOLD HARMLESS OBLIGATION HEREUNDER SHALL BE LIMITED TO ITS ALLOCABLE SHARE OF SUCH JOINT OR CONCURRENT NEGLIGENCE OR FAULT.
Force Majeure
Skopen Safety shall not be held liable for any failure to perform, or delay in performing, any obligation under these Terms to the extent that such failure or delay is directly caused by circumstances beyond its reasonable control. Such circumstances include, but are not limited to, acts of God; actions of civil or military authorities; hostile actions or threats; fire; flood; wind; storm; labor disputes, including strikes, work stoppages, or other disruptions; accidents; riots; civil disturbances; closure of public highways; terrorist acts or threats; governmental interventions or regulatory actions; and other events of a similar nature.
Order of Precedence
If no written contract has been executed and signed by both the Customer and Skopen Safety with respect to the purchase of goods and/or services, these Terms and Conditions shall solely govern all such purchases. Any conflicting, supplemental, or additional terms contained in the Customer’s purchase order or other documentation are hereby expressly rejected and shall not be binding unless specifically agreed to in writing and signed by both parties. In the event that a separate written contract is signed for a particular transaction, the terms of such contract shall prevail over these Terms and Conditions in the case of any inconsistency.
Governing Law, Venue, and Severability
These Terms shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to its conflict-of-laws principles. Any disputes arising under these Terms shall be brought exclusively before a court of competent jurisdiction located in Harris County, Texas. If any provision of these Terms and Conditions is determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of the remaining provisions, which will remain in full force and effect.
