Terms and Conditions

A CONTRACT (“CONTRACT”) FOR THE SALE OF PRODUCTS ("PRODUCTS") BY SHOTSTOP® BALLISTICS, LLC OR ANY OF ITS SUBSIDIARIES ("SSB”) TO THE PURCHASER OF THE PRODUCTS (“CUSTOMER”) SHALL BE FORMED UPON WRITTEN ACCEPTANCE BY SSB OF CUSTOMER’S PURCHASE ORDER, BY MEANS OF SSB’S “CONFIRMING SALES ORDER,” BUT NOT OTHERWISE.  ALL SALES OF PRODUCTS ARE SUBJECT TO THESE “TERMS AND CONDITIONS” WHICH ARE HEREBY INCORPORATED BY THIS REFERENCE, IN THEIR ENTIRETY, IN EACH CONTRACT.  TERMS OR CONDITIONS IN ANY CUSTOMER PURCHASE ORDER THAT CONFLICT WITH OR CONTRADICT THESE TERMS AND CONDITIONS WILL NOT MODIFY THE CONTRACT OR ANY RIGHTS OR OBLIGATIONS THEREUNDER, UNLESS CONFIRMED IN A WRITING SIGNED BY SSB.

INTERPRETATION – For the avoidance of doubt, in the event of any conflict, ambiguity or inconsistency found in the terms of any of the following documents, the following order of precedence shall control, notwithstanding any statements in Customer’s documents to the contrary:

A.      SSB’s Confirming Sales Order;

B.      These Terms and Conditions;

C.      Customer’s purchase order.

PRICES – All prices shall be quoted and paid in U.S. dollars, unless otherwise agreed.  SSB's quoted prices in its standard quotation form (“Quotation”) shall apply for thirty (30) days from the date of the Quotation, or as otherwise stated therein.  Prices are otherwise subject to change at any time in the discretion of SSB.  Prices are quoted for Products only and do not include applicable taxes, impositions and any other charges, fees, shipping charges and duties.  Customer is responsible for all such amounts unless otherwise agreed in writing.

TERMS OF PAYMENT – All shipments will be accompanied by SSB’s invoice (“Invoice”).  Credit purchases must be approved in advance by SSB, and payment of the total Invoice amount on a credit purchase, without offset or deduction, is due thirty (30) days from the Invoice date.  On any past due Invoice, SSB may charge interest from the payment due date to the date of payment (at 1 1/2 % per month).  If SSB initiates a collection action on any past-due Invoice, it shall be entitled to collect reasonable attorney fees and collection costs in addition to the amount of the Invoice and accrued interest.  SSB may change the terms of Customer's credit prospectively at any time effective immediately upon notice to Customer.

DELIVERY AND TITLE – Unless otherwise agreed in writing, all Products will be delivered FOB SSB’s designated facility in Cleveland, Ohio USA.  Shipment beyond such point will be arranged by SSB in accordance with the Contract.  Title and risk of loss pass to Customer upon delivery of the Products to the carrier.  Unless otherwise specified in the Contract, SSB will choose the appropriate carrier and shipping and freight payment methods to ship the Product to Customer.  The carrier is the agent of Customer.  Customer shall be responsible for all shipping costs and any applicable surcharges.  In the absence of agreement, SSB may prepay the freight costs and add all costs to the Invoice for the order.  Shipments that are shipped with “Prepaid and Add” freight terms will have an additional 10% added to the freight charges as a Handling Fee.  If Customer does not have insurance to cover “In Bound Freight,” Customer should elect to ship Product with additional insurance.  SSB is not liable for any loss or damage during transit.  Claims for goods damaged during transit should be made by Customer to the carrier and/or freight forwarder.  SSB's delivery dates are estimates only and SSB is not liable for delays in delivery.  SSB reserves the right to make partial shipments and Customer will accept delivery and pay for the Products when and as delivered.

QUANTITY TOLERANCE – As it is not always practical to make goods to individual specifications in exact quantities, SSB reserves the right to under-ship or over-ship by an amount equal to 10% of total Contract quantity, adjusting the total price payable by Customer accordingly.

INSPECTION; ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS – All Products shall be subject to SSB’s “Return and Credit Policy” which is as follows:

A.      Customer shall inspect all Products to assure conformity to manufacturer specifications and Customer’s written specifications accepted by SSB prior to commencing such work (“Customer Specifications”).  Should Customer determine upon inspection that any Product does not meet manufacturer specifications or Customer Specifications, Customer shall issue a “return request” to its SSB Technical Sales Representative (“TSR”) who is designated on SSB’s Confirming Sales Order.

B.      Pursuant to the Warranty (defined below), SSB may, in its discretion:  (1) repair and return the defective Product; (2) replace the defective Product at no cost to Customer; or (3) refund Customer's purchase price for the Product.

C.      Only return requests made within thirty (30) calendar days after the Invoice date for the Product will be processed.  Beyond thirty (30) calendar days, the Product will be deemed accepted.  SSB reserves the right to not authorize any return and/or subsequent credit if the return request is not made within the thirty (30)-day period.

D.      Upon timely receipt of a return request, the TSR will then coordinate efforts with SSB’s Quality Assurance Department (“QAD”) to assess the nature of the Product rejection and the return request.  SSB may ask Customer to send back, at Customer’s expense, some or all of the Product for evaluation, or a SSB representative may elect to visit Customer’s facility to assess the issue.  Customer consents to such visit.  The QAD will inspect the Product in question to determine if a return or credit is justified.

E.      If SSB determines that the Product conforms to manufacturer specifications and Customer Specifications,  then no further Warranty action will be authorized, and customer will be notified accordingly.  If SSB has possession of the Product, it will send the Product back to Customer, at Customer’s expense.

F.     If SSB determines that a return is justified under the Warranty, then SSB will provide Customer with a Returned Material Authorization Number (“RMA Number”).  SSB may then elect, at its option, to have the Product sent back to SSB, at SSB’s expense, or to issue a credit to Customer within sixty (60) calendar days from the date the RMA Number was issued.

G.      Unless otherwise agreed by SSB in writing, all Products under Warranty review will be shipped according to SSB’s standard shipping procedures.

SSB'S LIMITED WARRANTY – SSB warrants the Products against defects in material and workmanship for the time period listed on the product’s label from the date of original sale.  If the Customer discovers a defect covered by this Warranty during the time period listed on the product’s label following the date of original sale,  subject to SSB’s “Return and Credit Policy,” SSB may, in its sole discretion, either:  (1) repair and return the Products, (2) replace the Products at no cost to Customer; or (3) refund Customer's purchase price.  Warranty claims must be made to SSB in accordance with the SSB “Return and Credit Policy.”  This Warranty is conditioned on SSB receiving notice of any defect subject to this Warranty within (30) days of the Customer’s discovery of the defect.  THIS IS THE COMPLETE SSB WARRANTY (“WARRANTY”).  SSB MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED AND REJECTED. 

LIMITATION OF LIABILITY – SSB’S LIABILITY TO CUSTOMER IS LIMITED TO ITS OBLIGATIONS CONTAINED IN ITS LIMITED WARRANTY (ABOVE).  SSB IS NOT LIABLE FOR, AND CUSTOMER IS NOT ENTITLED TO COLLECT, ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR REVENUE, LOSS OF DATA, LOSS OF USE, COSTS OF REWORK, MANUFACTURING EXPENSE, LOSS DUE TO INJURY TO REPUTATION, OR LOSS OF CUSTOMERS OR BUSINESS.  UNDER NO CIRCUMSTANCES SHALL THE AMOUNT OF DAMAGES COLLECTED BY CUSTOMER EXCEED THE PRICE OF THE PRODUCT AT ISSUE.

INDEMNITY – CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD SSB AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS HARMLESS FROM  ANY AND ALL CLAIMS, DAMAGES, LOSSES, EXPENSES, COSTS, LIABILITIES, SUITS, ACTIONS, AND PROCEEDINGS, INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES, ARISING OUT OF OR RELATED TO CLAIMS BASED ON:  (i) BREACH OF THE CONTRACT BY CUSTOMER, (ii) CUSTOMER’S NEGLIGENCE, (iii) CUSTOMER’S STORAGE, PREPARATION, INSTALLATION, USE, OR MAINTENANCE OF ANY OF THE PRODUCTS, (iv) CUSTOMER DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (v) CUSTOMER’S MODIFICATION OF ANY OF THE PRODUCTS, OR (vi) USE OF ANY OF THE PRODUCTS IN COMBINATION WITH OTHER PRODUCTS.  SSB is not responsible for material losses incurred during the toll impregnation process of Customer-supplied goods.  Customer will be billed on input fabric quantity and not pre- impregnation yield quantity for all toll impregnation purchase orders.

FORCES BEYOND SSB'S CONTROL – SSB is not liable for failure to fulfill its Contract obligations if such failure results from causes beyond its reasonable control (for example:  acts of God, acts or omissions of the Customer, man-made or natural disasters, epidemic medical crises, materials shortages, labor actions or strikes, acts of terrorism, delays in transportation, or inability to obtain labor or materials through regular sources).

SSB’S MATERIALS – All of Customer’s tooling, goods and other property in SSB’s possession shall be fully insured by Customer, and Customer releases SSB from all liability for loss of or damage to such items.  At any time after twenty-four (24) months following completion of any order requiring the use of such items, SSB may use, return or dispose of such items, in its sole discretion, without liability to Customer.

TERMINATION – SSB may terminate the Contract immediately at any time upon any material breach by Customer.  In addition, if Customer ceases to conduct its operations in the normal course of business, or is unable to meet its obligations as they mature, or if any proceeding under the bankruptcy or insolvency laws is brought by or against Customer, or a receiver for Customer is appointed or applied for, or Customer makes an assignment for the benefit of creditors, SSB may promptly terminate this Agreement without liability.  No such termination by SSB shall relieve Customer of Customer’s obligation to pay for Products delivered through the date of termination or to compensate SSB for damages caused by Customer’s breach.

NON-ASSIGNMENT – Customer shall not assign a Contract or any rights or obligations under a Contract, directly or indirectly, without the prior written consent of SSB and any attempted assignment shall be void.

EXPORT/IMPORT – Certain Products sold by SSB and other related technology and documentation are subject to export controls. economic sanctions, and anti-bribery laws, regulations and orders of the United States and the export or import control laws and regulations of other countries (“Export Laws”).  Customer will at all times comply with all such Export Laws and will not take any actions that would cause SSB to be in violation of any Export Laws.  Customer will not directly or indirectly export or divert any Products or any related technology or documentation to any third party or country if such export or transmission is restricted or prohibited.  Customer agrees that it will obtain advance written consent from SSB in order to export items that are subject to Export Laws and require a license for export to a potential non-U.S. destination.  Customer understands that it is responsible to obtain any licenses to export, re-export, or import as may be required by applicable law.

COMPLIANCE WITH LAW – Customer shall comply with all applicable laws, regulations and ordinances.  Customer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Contract.

CONFIDENTIAL INFORMATION – All non-public, confidential or proprietary information disclosed by SSB to Customer is confidential, solely for the use of performing the Contract, and may not be disclosed or copied unless authorized in advance by SSB in writing.  Upon SSB’s request, Customer shall promptly return all documents and other materials received from SSB.  SSB shall be entitled to injunctive relief for any violation of this Section.

RELATIONSHIP OF THE PARTIES – The relationship between the parties is that of independent contractors.  Nothing contained in the Contract shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

NO THIRD-PARTY BENEFICIARIES – The Contract is for the sole benefit of the parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Contract.

GENERAL – The laws of the State of Ohio will exclusively govern any dispute between SSB and Customer, without reference to Ohio’s conflict or choice of laws principles.  Any action, suit, or proceeding arising out of or related to the Contract shall be instituted in the federal courts of the United States of America or the courts of the State of Ohio in each case located in the City of Cleveland and County of Cuyahoga, and each party irrevocably submits to the exclusive jurisdiction of such courts in any action, suit, or proceeding.  The United Nations Convention for the International Sale of Goods shall not apply.  A Contract can only be modified by a writing signed by the authorized representative of the party against which it will be enforced.  The unenforceability of any of these terms or conditions, or any other terms and conditions of the Contract, will not affect the remainder of the terms or conditions of the Contract.

www.ShotStop.com

Ph:  +1-330-686-2472

Fax:  +1-330-686-0922

E-mail:  customer@shotstop.com