 Please enter an amount into the form below to make a payment. |
Sales Policy
1. Exclusion of Express Warranty: Any statements, representations or promises made by FABRIDYNE to the buyer which relate to the goods sold under this agreement shall not be regarded as part of the basis of the bargain and shall not be deemed to create an express warranty that such goods shall conform to the statements, representations or promises. Any description of the goods sold under this agreement shall not be regarded as part of the basis of the bargain and shall not be deemed to create an express warranty that such goods shall conform to the description. The exhibition of any sample or model shall not be regarded as part of the basis of the bargain, and shall not create an express warranty that the goods sold under this agreement shall conform to be sample or model. There is no express warranty expressed in this agreement or otherwise applicable to be sale of FABRIDYNE's goods by FABRIDYNE or any dealer selling FABRIDYNE's goods.
2. Merger Clause: Representatives of FABRIDYNE may have made oral statements about the goods described in this agreement. Such statements do not constitute warranties, shall not be relied upon by the buyer, and are not part of this agreement. This writing constitutes the final expression of the agreement between FABRIDYNE and the buyer, and is a complete and exclusive statement of the terms of that agreement. The rights and remedies of the parties under this agreement shall not be modified except by a written agreement executed by the parties after the date of this agreement.
3. Exclusion of Implied Warranties: FABRIDYNE MAKES NO WARRANTY THAT THE GOODS SOLD UNDER THIS AGREEEMENT SHALL BE MERCHANTABLE OR THAT SUCH GOODS SHALL BE FIT FOR ANY PARTICULAR PURPOSE. THE PARTIES AGREE THAT ANY IMPLIED WARRANTY IS HEREBY EXCLUDED AND DISCLAIMED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE PROVIDED BY THE UNIFORM COMMERCIAL CODE. THE GOODS SOLD UNDER THIS AGREEMENT ARE SOLD "AS IS" AND "WITH ALL FAULTS."
4. Warranties of Other Parties: The manufacturers of component parts incorporated into FABRIDYNE goods may provide warranties for their parts, while the manufacturers of products incorporating FABRIDYNE's goods as component parts may provide warranties for their products as well. In that event, buyer shall be limited to be warranties of the respective manufacturers of component parts for FABRIDYNE's goods, and for finished products in which FABRIDYNE's goods all are incorporated as components.
5. Buyer's Negligence: FABRIDYNE and buyer have specifically negotiated and agreed that FABRIDYNE will not be liable for any damages, losses or expenses as a result of buyer's negligence, whether deemed active or passive and whether any such negligence is the sole cause of the any such damage, loss or expense.
6. Strict Liability: The obligations and liabilities of FABRIDYNE under this agreement and the rights and remedies of the buyer under this agreement are exclusive and in substitution for, and buyer hereby waives, all other warranties, guarantees, obligations, liabilities, rights and remedies, express or implied, arising by law or otherwise, including but not limited to, the implied warranty of merchantability, any implied warranty arising from course of performance, course of dealing or usage of trade, any implied warranty of fitness and any obligation or liability of the FABRIDYNE arising from tort (including strict liability in tort), or for loss of use, revenue or profit, or for incidental or consequential damages.
7. Limitation of Remedy: IT IS UNDERSTOOD AND AGREED THAT [CLIENT] LIABILITY AND BUYER'S SOLE REMEDY, WHETHER IN CONTRACT, UNDER ANY WARRANTY, AND TORT (INCLUDING NEGLIGENCE), IN STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE PAID BY BUYER, AND UNDER NO CIRCUMSTANCES SHALL FABRIDYNE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, DAMAGE TO OR LOSS OF EQUIPMENT, LOST PROFIST OR REVENUE, COST OF RENTING REPLACEMENT AND/OR OTHER ADDITIONAL EXPENSES, EVEN IF FABRIDYNE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PRICE STATED FOR FABRIDYNE PRODUCT IS A CONSIDERATION IN LIMITING FABRIDYNE LIABILITY AND BUYER'S REMEDY.
8. Notice of Defect: Notwithstanding the disclaimers and exclusion of warranties set forth above, unless within ten calendar days after learning of an alleged defect in a product manufactured by the FABRIDYNE, or in any event not more than thirty days from receipt of the product, notice of the defect is provided in writing to the FABRIDYNE at the address set forth in this agreement, the buyer shall be deemed to have accepted the product as conforming and to have waived any claim for any alleged defect whatsoever. Any lawsuit claiming damages from the FABRIDYNE, whether sounding in contract, in tort (including negligence and strict liability), or pursuant to any warranty, shall be filed within one year after the claimant's cause of action accrues under the laws of the Commonwealth of Virginia. FABRIDYNE's liability for damages and the measurement of those damages shall be determined in accordance with the laws of the Commonwealth of Virginia in any lawsuit filed by any claimant.
9. Choice of Law: This agreement, the rights of the FABRIDYNE, and the use of any of FABRIDYNE's products shall be governed and construed in accordance with the laws of the Commonwealth of Virginia. Buyer hereby waives and disclaims any rights and remedies accruing to Buyer under maritime law and the law of admiralty, to the extent that such rights conflict with Buyer's rights and remedies under the laws of the Commonwealth of Virginia applicable to non-maritime and non-admiralty claims and causes of action.
10. Venue: FABRIDYNE and buyer agree that the venue of any litigation initiated to enforce any of the terms and conditions of this agreement, or to enforce any claim against the [claim], shall be in any state or federal court sitting in Virginia Beach, Virginia or Norfolk, Virginia respectively, and FABRIDYNE and buyer hereby waive any claim or defense that each may have based on lack of the venue or forum non conveniens.
11. Attorney's Fees: In the event an attorney is retained, litigation is initiated, or arbitration is demanded, for purposes of enforcing any of the terms and conditions of this agreement, the prevailing party in such litigation or arbitration shall be entitled to reasonable attorney's fees and costs and expenses of suit, including the fees of any arbitrator.
12. Severability: In the event that one or more of the provisions contained in this agreement and/or order shall, for any reason, be held to be invalid, illegal or enforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement, but this agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
13. Other State's Laws: Some states do not allow limitations on implied warranties, so the above limitations in paragraphs 3 and 7 may not apply to you. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions set forth in paragraphs 3 or 7 above may not apply to you. In such states, the minimum required warranty and liability terms will apply to this agreement, in the event that you consent to have your rights, remedies, and obligations under this agreement governed by the laws of the Commonwealth of Virginia is held to be invalid or unenforceable.
