Terms and Conditions
UNIVERSAL® CLAMP TERMS AND CONDITIONS AGREEMENT : Revision: 06232014
- WARRANTY AND WARRANTY PERIOD. SOLAR warrants to CUSTOMER that its Clamps will not contain defects in materials or workmanship for a period of one (1) year following delivery to CUSTOMER. In order to present a valid warranty claim, CUSTOMER must notify SOLAR, in writing, within ten (10) days after discovery of any claimed defect in materials or workmanship, whether by CUSTOMER or a third party. CUSTOMER must provide sufficient details and photographs, as appropriate, with its written notice of the warranty claim. CUSTOMER must notify SOLAR of the claim, and secure an RMA #, prior to returning any product(s) in order to permit SOLAR to inspect or investigate the claim. Failure of CUSTOMER to notify SOLAR within ten (10) days of discovery of a claimed defect shall invalidate this warranty. In that event, CUSTOMER shall have no claim or remedy whatsoever.
The warranty set forth in this paragraph is the sole and exclusive warranty available to CUSTOMER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED. THE WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS DESCRIBED IN THE UNIFORM COMMERCIAL CODE, ARE EXCLUDED.
- LIMITATION OF REMEDIES. In the event of any claim by or through CUSTOMER (whether by the end-user or otherwise) that SOLAR’s Clamp(s) were defective or inadequate in any way, the available remedy is limited to replacement of the Clamp(s) or a refund of the purchase price upon return. IN NO EVENT WILL SOLAR BE RESPONSIBLE OR LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND.
- APPLICATION AND USE DISCLAIMER. CUSTOMER is solely responsible to determine whether or not SOLAR’s Clamp is appropriate and meets design requirements for any application. In the absence of an express and written approval of a specific application by SOLAR upon review of design drawings and specifications for the application, SOLAR can have no liability or responsibility for the decision of CUSTOMER or others to use Clamp in any particular application. Accordingly, in the event of any claim for bodily injury, property damage or any kind of construction deficiency against SOLAR, arising out of a claimed improper application or use of Clamp purchased by CUSTOMER, CUSTOMER agrees to defend, indemnify and hold SOLAR harmless from any and all such claims. In order to give this clause effect, CUSTOMER shall provide a defense to SOLAR, at the expense of CUSTOMER, in any litigation involving, in whole or in part, a claim that Clamp was used in an improper application. In the event SOLAR is required to retain its own counsel to defend any such claim or to enforce these indemnity obligations, CUSTOMER shall be responsible to reimburse SOLAR for all reasonable counsel fees incurred. It is the intention of the parties that SOLAR can suffer no financial loss, expense or liability arising out of any and all claims asserting the improper use or application of the Clamp or imporper installation as determined by the SOLAR provided installation instructions, unless that application was expressly approved by SOLAR in writing by officer or lead engineer.
- INTELLECTUAL PROPERTY. CUSTOMER agrees that it has no right, title or interest in the design, trademarks or other intellectual property of SOLAR associated with Clamps. CUSTOMER may market Clamps only using SOLAR’s trademark name “Universal®” or “Universal® Clamp”. CUSTOMER understands and acknowledges that SOLAR claims complete ownership of its intellectual property. No license or other rights are granted or implied by this Agreement. Further, CUSTOMER agrees to promptly disclose to SOLAR any and all inventions, techniques, know-how or other improvements to Clamps developed or conceived by CUSTOMER, which inventions, techniques, know-how and/or improvements will be the property of SOLAR.
- DELIVERY. Unless agreed-upon otherwise in writing, delivery is FOB SOLAR’s facility in Pine Grove, Pennsylvania. In that event, title and risk of loss transfers to CUSTOMER upon delivery of the goods to the carrier selected or container provided by CUSTOMER. In the event that delivery (or removal of CUSTOMER’S container from SOLAR’S premises) is delayed more than 15 days after the agreed-upon ship date of the parties at the request of CUSTOMER, CUSTOMER will be responsible to pay prevailing storage charges to SOLAR.
- COUNSEL FEES. CUSTOMER will indemnify and/or reimburse SOLAR for all reasonable counsel fees and costs incurred by SOLAR in any dispute arising out of the Clamps sold to CUSTOMER.
- VENUE. The parties agree that the Court of Common Pleas of Lebanon County, Pennsylvania, will be the exclusive forum for resolution of any disputes between the parties.