Terms of Use

1. APPROVAL. These Terms and Conditions

(“Conditions”) govern any sale of Mobilize Rescue Systems

Product (“Products”) and represent the entire agreement

between Mobilize RRS, LLC (“Seller”) and the buyer of the

Products (“Buyer”). These Conditions will govern and no

other terms, conditions or additions, including any contained

in Buyer’s purchase order (if any), will be applicable to the

sale of Products and these Conditions supersede any and all

prior agreements and any terms contained in Buyer’s

purchase order. Buyer’s accepts these Conditions, that

constitute the entire contract between the parties with

respect to the Products subject to, as to the identity and

address of the Buyer and the quantity and price of Products

only, the Buyer’s purchase order.

 

2. PRICES. Prices will be adjusted to Seller’s prices and

other charges in effect at time of the Buyer issues Seller a

purchase order and prices are subject to change without

prior notice. If transportation charges from point of origin of

the shipment to a designated point are included in the prices,

any changes in such transportation charges will be the

responsibility of Buyer. Except as otherwise stated, Seller

will not be responsible for extra charges due to handling,

storage, delays or any other transportation service.

 

3. CREDIT AND TERMS. All amounts for Products will

be due and payable within thirty (30) days from the date of

the Seller’s invoice. Should the financial condition of Buyer

at any time become unsatisfactory to Seller, Seller reserves

the right to require payment in advance of any shipment of

Products, or satisfactory security. If Buyer fails to make

payment in accordance with these Conditions, or fails to

comply with any provision hereof, Seller may at its option

(and in addition to other remedies), cancel any unshipped

portion of an order and Buyer will remain liable for all unpaid

amounts, and for all damages suffered by Seller resulting

from Buyer’s failure to fulfill its obligation under these

Conditions, plus all other expenses and obligations incurred

by Seller. If Buyer fails to make timely payment, Buyer

agrees to pay all collection costs and expenses which Seller

may incur in collecting or attempting to collect amounts

payable under these Conditions, including reasonable

attorneys’ fees and interest at the lesser of twelve per cent

per annum or the maximum rate allowed by law, from the due

date of the unpaid balance.

 

4. TITLE AND SHIPMENT. Title to Products and risk of

loss will pass to Buyer at Seller’s facility in Pittsford, New

York, upon either delivery to the common carrier or upon

Seller making the Products available to Buyer, regardless of

whether such Products remain in storage on Seller’s

property. If a specific delivery carrier is required by Buyer,

Buyer must so state in writing on the purchase order,

otherwise delivery will be at the discretion of Seller. Seller

reserves the right to designate originating and intermediate

carriers. All shipping charges will be paid or reimbursed, as

applicable, by Buyer, and are not subject to any discount.

 

5. SPECIFICATIONS AND MANUFACTURING

VARIATIONS. Unless specified in writing and made a part of

these Conditions, all Products will be furnished subject to

Seller’s standard practices, tolerance and variations, and

such specification as may be made a part of Seller’s Product

description. Seller reserves the privilege of shipping nominal

overages and underages in accordance with Seller’s

standard practices as may be applicable.

 

6. LIMITED WARRANTY.

Seller warrants only that the Product (excluding any third party

contents of the Product that come with whatever

warranties provided by the third-party manufacturer of such

contents) will be free from defects in workmanship and

materials for one (1) year from the date of shipment (the

“Limited Warranty”).

ALTHOUGH THE PRODUCTS MAYBE USED BY THE

BUYER TO PROVIDE MEDICAL ATTENTION, (A) THE

SELLER IS NOT A HEALTH CARE PROVIDER AND IS NOT

RENDERING MEDICAL ADVICE OR DIAGNOSIS TO

ANYONE; AND (B) THE PRODUCTS ARE NOT ARE NOT

INTENDED TO REPLACE THE NEED FOR SEEKING

MEDICAL ATTENTION FROM A MEDICAL

PROFESSIONAL. BUYER AND USERS OF THE

PRODUCT USE THE PRODUCTS AT THEIR OWN RISK.

BECAUSE THE PRODUCT IS COMPOSED OF THIRDPARTY

PRODUCTS BUNDLED BY SELLER, WITH THE

EXCEPT FOR THE LIMITED WARRANTY, THE PRODUCT

IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF

ANY KIND WHATSOEVER INCLUDING, WITHOUT

LIMITATION, ANY WARRANTY OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED

WARRANTIES ARISING FROM COURSE OF

PERFORMANCE, COURSE OF DEALING OR USAGE OF

TRADE. THE LIMITED WARRANTY WILL NOT APPLY TO

ANY DAMAGE CAUSED BY NORMAL WEAR AND TEAR,

ALTERATION, MISUSE, NEGLECT, ACCIDENT,

EXPOSURE TO TEMPERATURES OUTSIDE THE RANGE

OF 56-86 FAHRENHEIT, SERVICE BY ANYONE OTHER

THAN AN AUTHORIZED SERVICE OR ACT OF GOD”

 

7. SHORTAGES; DAMAGED PRODUCTS. Buyer will

provide Seller with written notice of transportation-related

claims within thirty-six (36) hours from the time of discovery

of any obvious damage to the Products or shortage in the

amount shipped. Failure to give written notice within the

aforesaid periods will release Seller from any liability thereof.

Seller will have a reasonable opportunity to investigate the

alleged defective Products. No claims will be allowed until

approved by Seller’s inspection department. Buyer will (x)

inspect the Products for transportation-related damage or

shortage immediately upon delivery; (y) describe any such

damage or shortage on the bill of lading; and (z) immediately

report the damage or shortage to Seller and carrier’s local

representative (if any). Buyer may not reject or revoke the

acceptance of Products or fail to make payment for Products

without filing a claim with proof of damage or shortage. The

claim must include photographs and a copy of the original bill

of lading signed by Buyer noting in detail the claimed damage

or shortage. Buyer’s remedies for transportation-related

damages will be limited to those provided by the carrier.

 

8. WARRANTY CLAIMS. In the event of a breach of the

Limited Warranty, the Buyer must contact the Seller by email

at support@mobilizerescue.com or by phone at (585) 635-

7260 and arrange for Seller to inspect, service or take

delivery of the Product. If the Seller determines that any

Product does in fact violate the Limited Warranty if will use

commercially reasonable efforts to repair or, if not possible

replace the defective Product. The Seller will be responsible

for all reasonable out-of-pocket shipping costs to return any

Product deemed to violate the Limited Warranty to the Seller

if the Product is being sent from the original delivery location.

Buyer will bear all out-of-pocket shipping costs to return any

Product from a location other than the one to which the

Product was delivered.

 

 

 

9. MONEY BACK GUARANTEE. Buyer may return the

Product to the Seller for a full refund (less original shipping

charges, a two percent (2%) restocking fee and any cost for

the Buyer to ship the Product back to Seller) under the

following conditions: (a) the Product must be in "like new"

condition, contain all original contents and accessories and

have no cosmetic or other damages, and (b) the Seller must

receive the returned Product to the location from which it was

sent to Buyer within 30 days of the date the Product was

delivered to Buyer If the returned Product is damaged or

missing contents and accessories, the Seller may (but is not

required to) provide Buyer a pro rata refund as reasonably

determined by Seller.

 

10. TAXES. Prices do not include any present or future

federal, state or local taxes based upon, or measured by

sale, use, manufacture or shipment. All such taxes, where

applicable, will be added to the price shown hereon and will

be paid by Buyer, unless Buyer furnishes a tax exemption

certificate in a form acceptable to the respective taxing

authorities.

 

11. DELAY. Seller will not be liable for loss or damage

resulting from any delay in performance due to, but not

limited to, acts of God, war, riot, embargoes, acts of civil or

military authorities, fires, flood, accidents, quarantine,

restrictions, mill conditions, strikes, difference with workmen,

delays in transportation, shortage of cars, fuel, labor, or raw

materials, or any other cause beyond the reasonable control

of Seller. Seller agrees to make all reasonable efforts to

make delivery in accordance with the terms of these

Conditions and Buyer agrees that delivery of goods made up

or in process (including raw material) cannot be cancelled or

extended beyond the agreed delivery date except with

Seller’s consent, and upon such terms as may be agreed

upon in writing.

 

12. ASSIGNMENT. Except with Seller’s written consent,

Buyer will not assign or otherwise transfer these Conditions

or its right to purchase Products (including by operation of

law) and any purported assignment will be null and void.

 

13. LIMITATIONS. TO THE MAXIMUM EXTENT

PERMITTED BY LAW, SELLER IS NOT LIABLE UNDER

ANY CONTRACT, TORT, NEGLIGENCE, STRICT

LIABILITY, STATUTE OR OTHER LEGAL OR EQUITABLE

THEORY FOR ANY LOST PROFITS, LOSS OF USE OF

THE PRODUCT, INCONVENIENCE OR DAMAGES,

WHETHER DIRECT, SPECIAL, INCIDENTAL,

CONSEQUENTIAL, OR PUNITIVE, RESULTING FROM

THE USE OF SELLER’S PRODUCTS OR INFRINGEMENT

OF SELLER’S PRODUCTS ON ANY INTELLECTUAL

PROPERTY RIGHTS OF ANY THIRD PARTY, RELATING

TO WARRANTY SERVICE, RELATING TO DELIVERY OF

SELLER’S PRODUCT, OR ARISING OUT OF ANY

BREACH OF THE LIMITED WARRANTY PROVIDED

HEREIN. EXCEPT IN CONNECTION WITH ITS

OBLIGATIONS UNDER SECTION 14, IN NO EVENT WILL

SELLER HAVE ANY LIABILITY FOR DAMAGES IN AN

AMOUNT EXCEEDING ONE THOUSAND DOLLARS

($1,000). NO ACTION, REGARDLESS OF FORM, ARISING

OUT OF THE TRANSACTIONS UNDER THESE

CONDITIONS MAY BE BROUGHT BY BUYER MORE

THAN TWELVE (12) MONTHS AFTER THE CAUSE OF

ACTION HAS ACCRUED. IN NO EVENT WILL SELLER BE

LIABLE FOR PERSONAL INJURY OR DEATH AS A

RESULT OF BUYER’S USE OF THE PRODUCT. BUYER

WILL DEFEND AND HOLD HARMLESS SELLER AND ITS

AFFILIATES FROM, AGAINST, FOR AND IN RESPECT OF

ANY CLAIM, LOSS, LIABILITY OR DAMAGE ASSERTED

AGAINST SELLER (INCLUDING ANY OF ITS AFFILIATES):

(X) BY ANY THIRD PARTY DUE IN WHOLE OR IN PART

TO THE USE OF THE PRODUCTS. Buyer is solely

responsible for selecting all Products and Buyer will

independently determine the suitability of any Products and

materials to the application for which such Products and

materials are intended.

 

14. INDEMNITY. Seller shall defend and hold Buyer

harmless in any suit or proceeding brought against Buyer

that is based on a claim that any software application created

by Seller and included in the Products, when used in the

manner and for the purpose for which said goods are

manufactured and sold, constitute an infringement of any

existing U.S. Patent or registered US copyright, providing

that Buyer gives Seller prompt written notice thereof, permits

Seller to defend and settle the same, and gives Seller all

necessary assistance and authority. In case such use of

software application is held to constitute infringement and

such use is enjoined, Seller shall, at its own expense and at

its own option, either: (i) procure for Buyer the right to

continue using such software application; (ii) replace the

same with non-infringing goods; (iii) modify the software

application so as to become non-infringing; or (iv) refund the

Buyer the purchase price thereof depreciated over two years.

The foregoing states the entire liability of Seller to Buyer for

infringement and is in lieu of any other warranty relating to

infringement.

 

15. GENERAL CONDITIONS. Waiver by Seller of these

Conditions will not be construed as a waiver of any other

breach. All Products are quoted subject to prior sale, based

upon conditions known to exist at the time the quotation is

made. Except as expressly provided in Section 9, no

Products may be returned without written consent of Seller,

and upon terms and conditions satisfactory to Seller.

 

16. GOVERNING LAW; VENUE. These Conditions will be

governed by the law of the State of New York. Each party

hereto expressly consents, with respect to any litigation

arising out of or related to these Conditions, to the exclusive

jurisdiction and venue of any court of competent jurisdiction

located in Monroe County, New York, and waives the right,

and hereby agrees not, to assert by way of motion, as a

defense or otherwise in any proceeding brought in any such

court, any claim that it is not subject to the jurisdiction of such

court, that such proceeding is brought in an inconvenient

forum or that the venue of such proceeding is improper.

 

17. MISCELLANEOUS. If any portion of these Conditions

is ruled invalid for any reason, such ruling will not affect the

other portions of these Conditions, and all remaining

covenants, terms and conditions of these Conditions will

remain in full force and effect. No waiver will be effective

unless in writing and no delay in exercising any right

hereunder will operate as a waiver thereof. Paragraph

headings used herein are for convenience only and will not

be construed to be a part of these Conditions. A facsimile

signature, scanned and emailed signature, and/or an

electronic signature will be deemed to have the same force

and effect as an original signature. These Conditions may be

amended only by the unanimous written consent of Buyer

and Seller.

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Mobilize Rescue Systems

1175 Pittsford Victor Road

Suite 140 Building 2

Pittsford NY 14534

585.635.7260

sales@mobilizerescue.com

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