E Technologies, Inc.
TERMS AND CONDITIONS
Following are the terms and conditions (the "Terms”) governing the purchase of any and all products and other items (individually, a "Product” and collectively, the "Products”) from E Technologies, Inc. and its subsidiaries, divisions and/or affiliates (collectively, "ETI”), including without limitation, the purchase of Products by written order, telephone, in-person, electronic mail, from ETI’s website or mobile site (collectively, the "Site”), or any other mode or medium of order and/or purchase. Please read the Terms completely before purchasing any Products, as your purchase of the Products constitutes your acknowledgement and unconditional agreement to be bound by the Terms. THE TERMS COMPRISE A LEGAL AGREEMENT BETWEEN YOU ("CUSTOMER”, "YOU” OR "YOUR”) AND ETI (the "Agreement”).
ETI may change the terms and conditions at any time and from time to time. Placement of orders and/or purchases following any such change constitutes your unconditional agreement to follow and be bound by the changed terms.
ETI WARRANTS THAT ALL SERVICES PROVIDED BY ETI AND ITS EMPLOYEES AND SUBCONTRACTORS SHALL, BE PEFORMED IN A PROFESSIONAL AND WORKMANLIKE MANNER, CONSISTENT WITH INDUSTRY STANDARDS AND CONFORM TO ETI’S WRITTEN SPECIFICATIONS FOR SUCH SERVICES. ETI’S LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR ANY CLAIMS ARISING OUT OF THE LIMITED WARRANTY PROVIDED HEREIN SHALL BE LIMITED TO THE CORRECTION OR REPAIR OF NONCONFORMING SERVICES OR, AT ETI’S OPTION, THE PAYMENT OF AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE PAID BY CUSTOMER FOR SUCH NONCONFORMING SERVICES. THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES WHATSOEVER.
THE ABOVE WARRANTY DOES NOT EXTEND TO ANY PARTS, MATERIALS OR PRODUCTS NOT MANUFACTURED BY ETI. ALL PRODUCTS WHICH ARE NOT MANUFACTURED BY ETI ARE COVERED, IF AT ALL, SOLELY BY THE SPECIFIC MANUFACTURERS' WARRANTIES, IF ANY. CUSTOMER, AT CUSTOMER’S EXPENSE, IS RESPONSIBLE FOR COMPLYING WITH ALL TERMS OF ANY SUCH MANUFACTURER WARRANTIES, INCLUDING WITHOUT LIMITATION, COMPLETION AND RETURN OF ANY AND ALL REGISTRATION MATERIALS.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE PRODUCTS, THE SITE AND ALL CONTENTS OF THE SITE ARE PROVIDED ON AN "AS IS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXCEPT AS EXPLICITLY STATED HEREIN. ETI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXCEPT AS EXPLICITLY STATED HEREIN, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATABILITY AND NONINFRINGEMENT. THIS DISCLAIMER INCLUDES ANY ORAL WARRANTIES OR REPRESENTATIONS MADE OR IMPLIED BY ANY AGENT, EMPLOYEE, SUBCONTRACTOR, MANAGER, DIRECTOR AND/OR REPRESENTATIVE OF ETI.
Claims under the Limited Warranty provided herein, must be made within 365 days from the date of completion of the service. Labor required to make the repairs or replacement installation and travel costs incurred by ETI’s representatives with respect to the Products are not included under the terms of this Limited Warranty. ETI’s obligation under the Limited Warranty are conditioned upon timely receipt of payment in full from Customer, including interest charges, if any.
Advice and Assistance
Upon request, ETI, in its sole discretion, may furnish as an accommodation and gesture of goodwill to Customer and/or the end user of the Products, technical advice and/or assistance regarding the Products or services furnished, including without limitation, equipment and material lists. Notwithstanding anything herein contained to the contrary or at law or in equity, ETI shall have no obligation and disclaims, and Customer hereby releases and shall indemnify, defend and hold harmless, ETI from all liability for any advice and/or assistance given and/or results obtained thereby. Any action taken by Customer and/or the end user of the Products, which is in any way influenced by ETI’s advice and/or assistance, is at Customer’s sole risk.
Pricing and Availability
Products displayed at the Site are available while supplies last. In some cases, Products displayed for sale may be special order, out of stock, backordered or no longer available. All prices are quoted in U.S. Dollars and can only be paid in U.S. Dollars. Prices for Products are subject to change, without notice, at the sole discretion of ETI. Fees for services shall be fixed for a period of thirty (30) days from the date of written quotation. In the event such quotation is not accepted in writing with said thirty (30) day period, the fees for such services may be adjusted. ETI shall have the right to refuse or cancel any orders whether or not the order has been confirmed and/or your account or credit card charged. If your account or credit card has already been charged for the purchase and your order is cancelled, ETI shall issue a credit to your account or credit card account in the amount charged.
Unless otherwise specified, prices do not include installation, freight, handling charges or taxes. All taxes and other charges imposed by present and future federal, state, local or foreign governments on the manufacture, sale, shipment, import, export, use or installation of the Products or services shall be paid solely by Customer. It is Customer’s obligation to provide ETI with a tax exemption certificate, if applicable. The Customer shall defend, indemnify and hold harmless ETI from and against all liabilities for such taxes, charges, attorney's fees and/or costs incurred by ETI in connection therewith.
ETI has attempted to accurately display the Products that appear at the Site and in printed materials. However, ETI cannot guarantee that the depictions provided by manufacturers accurately display the Products or that, with respect to Products viewed on the Site, your monitor's display of any color or texture or detail of Products will be accurate. The descriptions of the Products may contain technical and/or other inaccuracies and typographical errors.
Location of Products
The Customer understands and acknowledges that ETI has certain lien rights as the material supplier furnishing the Products and agrees to take any and all actions required by ETI and/or under the laws of any applicable governmental jurisdiction, including, without limitation, under Chapter 1311 of the Ohio Revised Code, to preserve ETI’ lien rights. The Customer represents, warrants and covenants to ETI that (i) the Customer shall identify in writing to ETI the complete address of the real property where the Products will be used in the course of improvements to such real property (the "Improvements”); (ii) the Products are being furnished with the intent that the Products be used in the course of the Improvements; and (iii) the Products shall be: (A) incorporated in the Improvements or consumed as normal wastage in the course of the Improvements; (B) specifically fabricated for incorporation in the Improvements and not readily resalable in the ordinary course of the fabricator’s business even if not actually incorporated in the Improvement; (C) used for the Improvement or the operation of machinery or equipment used in the course of the Improvement and not remaining in the Improvement; or (D) tools or machinery used in the Improvement subject to lien rights of ETI under the laws of the applicable jurisdiction. The Customer agrees to provide any and all further documentation required by ETI in connection with the foregoing.
The Customer hereby agrees to indemnify, defend, and hold ETI, ETI’s licensors, licensees, distributors, agents, representatives and other authorized users, and each of the foregoing entities' respective resellers, distributors, service providers and suppliers, and all of the foregoing entities' respective officers, directors, owners, employees, agents, representatives and assigns (all of the foregoing personas and entities, collectively, the "Indemnified Parties") harmless from and against any and all losses, damages, liabilities and costs (including settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by any of the Indemnified Parties in connection with, directly or indirectly, any claim arising out of (i) any breach by Customer of these Terms or claims arising, directly or indirectly, from your use of this Site and/or your account(s); (ii) Customer’s failure to follow specifications, instructions, warnings or recommendations furnished by ETI and/or any manufacturer; (iii) Customer’s failure to comply with all applicable legal requirements, including, but not limited to, uniform, national and/or local building codes; (iv) intentional and/or negligent use and/or misuse of the Products by Customer; (vi) any misrepresentation and/or omission by Customer; (vii) the sole or contributing negligence of Customer, including without limitation, in workmanship and/or installation of the Product; or (vii) the alleged infringement of any patent, trade mark, copyright and/or as a result of ETI’s performance in accordance with Customer’s installation, designs, plans or specifications. Customer hereby waives and releases ETI from all rights of contribution or indemnity to which Customer may otherwise be entitled. Notwithstanding anything contained in any document to the contrary, ETI shall not be liable for the acts, conduct and/or omissions of third parties, including, without limitation, the manufacturer, Customer, and/or any installer unless ETI is legally responsible for such installer, and under no circumstances shall ETI have any obligation to defend, indemnify or hold any Customer or any other person or entity harmless from any claims, liabilities, causes of action and/or costs (including attorneys’ fees) arising, directly or indirectly, from the acts, conduct or omissions of third parties, including, without limitation, the manufacturer, Customer, end user, and/or any installer unless ETI is legally responsible for such installer. As used in this paragraph, the term "you" and "Customer” shall mean you and your agents, officers, directors, employees, contractors, subcontractors, parents, subsidiaries, divisions, affiliates, heirs and assigns. The Customer is responsible for maintaining the confidentiality of username(s), password(s), and your account(s), as well as all activities that occur under your account(s). The obligations of Customer hereunder shall survive the completion of any work and/or services and the termination or expiration of any agreement incorporating these Terms.
Limitation of Liability
ETI’s liability on any claim of any kind, including, without limitation, negligence and/or breach of contract, with respect to any Products and/or services provided to Customer, shall in no case exceed the price of the Product or services or part thereof which gives rise to the claim. IN NO EVENT SHALL ETI BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR FOR DAMAGES IN THE NATURE OF PENALTIES. This Agreement confers rights and remedies upon only the named beneficiary. No person, other than such named beneficiaries, has any rights or remedies under this Agreement.
ETI’s services expressly exclude any identification, abatement, cleanup, control, disposal, removal, remediation or any other work connected with asbestos, polychlorinated biphenyl ("PCB”), lead, acid or other hazardous materials. ETI may, at ETI’s option, dispose of batteries.
All drawings, inventions and/or related materials and/or items made by or for ETI in connection with the performance of any order placed by Customer shall be ETI’s property. Unless otherwise noted, all materials and items, including without limitation, images, illustrations, designs, icons, photographs, video clips, and written and other materials that appear in ETI’s catalogues, brochures, promotional material, printed materials and Site (collectively, the "Contents") are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by or to ETI or its manufacturers. The Contents are intended solely for personal, non-commercial (other than for the purchase of Products and other items or services from ETI) use by the Customer. No right, title or interest in any downloaded or copied materials or software is transferred to you as a result of any downloading or copying. you may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Contents.
Except as explicitly set forth in writing signed by an officer of ETI, ETI hereby disclaims any and all warranties against patent and/or other infringement. ETI shall have no duty to defend, indemnify, or hold you harmless from and against any or all damages and cost incurred by you arising from the infringement of patents or trademarks or the violation of copyrights by the Products, services, and other items sold hereunder.
The Terms constitutes the entire agreement between you and ETI relating to the Products and/or services covered hereunder. No modifications shall be binding upon ETI unless in writing signed by ETI’s duly authorized representative. No waiver by ETI of any default or any section hereunder shall be deemed a waiver of any subsequent default or any other section of this Agreement and in the event of such waiver, this Agreement shall otherwise remain in full force and effect. Captions used herein shall have no substantive significance.
Any suit involving any dispute or matter arising under this Agreement may only be brought in the courts of the State of Ohio, in Cuyahoga County. Customer hereby acknowledges that ETI has substantial business operations in Cuyahoga County. Customer hereby consents to the exercise of personal jurisdiction by any such court with respect to any such proceeding. In the event that any provision of this Agreement shall be finally determined to be unenforceable, such provision shall be deemed to be severed from this Agreement, but every other provision of this Agreement shall reaming in full force and effect. With respect to any provision deemed unenforceable, Customer agrees that a court of competent jurisdiction shall have jurisdiction to determine what is enforceable to the maximum extent permitted by law.
The Customer agrees to waive, to the fullest extent allowed by applicable law, any right to pursue claims on a class or consolidated basis or in a representative capacity, which relate in any way to the Site, this Agreement and/or any Product, service and/or other items sold and/or purchased from ETI.
PAYMENT TERMS AND CONDITIONS
SHIPPING; CANCELLATIONS AND RETURNS
Loss, Damage or Delay
ETI shall not be liable for any loss, cost, expense, damage, detention, and/or delay resulting from causes beyond its reasonable control, and/or from strikes, work stoppages, and/or other action by workers, any act or omission of Governmental authority, Customer’s acts, insurrection and/or riot, war, embargo, car shortage, wreck, and/or delay in transportation, and/or inability to obtain necessary labor, materials, and/or manufacturing facilities from usual sources, acts of God and/or nature. All shipment, delivery and/or performance dates are estimates only and are not guaranteed and ETI shall have no liability for, and you hereby release ETI from, any liability incurred thereunder and/or with regard thereto. ETI reserves the right, at any time and from time to time and without liability to Customer and/or with regard thereto: 1) to delay performance; 2) to partially perform and/or cancel any portion of our performance; and 3) to allocate available quantities among its customers in any manner ETI deems reasonable. Cancellation of any part of an order shall not affect your duty to pay for performance of any other part by ETI. Risk for loss, theft and/or damage shall pass to you upon delivery of the Product to a carrier for shipment, and any loss or damage thereafter shall not relieve you from any obligation hereunder.
Customer may cancel orders herein only upon reasonable advance written notice to ETI and upon payment of all cancellation charges established by ETI, including, without limitation, costs and expenses incurred by ETI, amounts adequate to cover commitments made by ETI, and ETIs anticipated profit and overhead on the Products and any services. Changes made to an order may be subject to increase or decrease in purchase order amount, change order charges, and changes in delivery and/or installation date.
ETI will only accept for return Products purchased directly from ETI. Any material being returned for credit must be accompanied by the invoice on which it was purchased or the invoice number thereof. For a returned Product to qualify for credit, the Product must be a stock product at ETI, in new and resalable condition, and must not have been used, installed, modified, altered and/or damaged. Products must be in the original packaging if applicable. Customer shall bear the risk for loss or damage during shipment to ETI. No returns will be accepted without prior authorization from ETI for non-stock items. Customer must contact ETI to receive said authorization within thirty (30) days of the ship date in order for Customer to be issued a credit, subject to the terms and conditions listed below. COD shipments will not be accepted under any circumstances. A minimum 25% restocking charge shall be applied to all returned non-stock Products to cover the cost of handling and inspection. ETI may also charge a similar restocking charge for stock products.
Special Order (Non-Stock) Products
ADDITIONAL TERMS AND CONDITIONS OF USE OF SITE
In addition to the foregoing, the following terms and conditions also govern your use of the Site. By using this Site, you unconditionally signify your acknowledgement and agreement to these terms and conditions of use. ETI may change the terms and conditions that govern your use of this Site at any time and from time to time. Use of this Site following any such change constitutes your acknowledgement and agreement to follow and be bound by the changed terms. ETI may also change, move or delete portions of, or may add to the Site from time to time. If you do not agree to these terms, please promptly exit this Site.
ETI may from time to time update this policy and invite you to review this page periodically. In the event this policy changes, we will inform you by posting an updated policy on this Site. The new policy will replace any prior policies. Note: you must be a U.S. resident 18 years or older to use this Site.
ETI DOES NOT WARRANT THAT ANY CONTENT OF THE SITE WILL BE ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE SUCH CONTENT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOREOVER, CUSTOMER HEREBY ASSUMES AND RELEASES ETI FROM THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION CAUSED BY ANY SUCH VIRUSES AND/OR OTHER HARMFUL COMPONENTS.
ETI may terminate this Agreement at any time and may do so immediately without notice, and deny you access to the Site and/or portions thereof, including, without limitation, if in ETI’s sole opinion you fail to comply with any term or provision of this Agreement.
Information We Gather
ETI does not share any information you provide to us, including your email and mailing addresses, with any companies outside ETI, its subsidiaries, affiliates, and/or necessary payment processors.
If you choose to receive promotional materials from ETI, ETI may send promotional materials by email or the mailing addresses you provided on the registration or billing information screens. From time to time ETI may notify you of special promotions, new Products or services, or other information that may interest you. If you do not wish to receive this type of information, you will be able to clicking on the appropriate button or checkbox when first asked if you would like to participate or may notify us of your election not to participate thereafter.
In order to fulfill licensing transactions or provide service to you as our Customer, ETI may require you to provide certain information to us. Common items may include, but are not restricted to, your name, address, phone number and credit card number.
By providing ETI with this information, you are agreeing to allow us to utilize this information to complete all transactions you request through this Site and to disclose that information and details of all such transactions to ETI’s various offices, subsidiaries, affiliates and any necessary payment processors.
Specific Customer passwords will be issued on request. Such password may only be used by individuals in your organization to conduct business with ETI, and shall not be disclosed, shared and/or otherwise used by any other person or entity, or in any other manner.
If at any time you believe that ETI has not followed the above policy, or if you would like your information to be removed from our system, please contact us using our contact form. ETI will make reasonable efforts to assess and correct any problem.