1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
THESE TERMS AND CONDITIONS (THESE "TERMS") APPLY TO THE SALE OF ALL PRODUCTS BY SILIENT LLC (REFERRED TO AS "SILIENT", "US", "WE", OR "OUR") AND ARE AN INTEGRAL PART OF THIS COMMERCIAL QUOTE AND APPLY WITH FULL FORCE AND EFFECT TO THIS COMMERCIAL QUOTE. BY SIGNING THE COMMERCIAL QUOTE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.
2. Order Acceptance and Cancellation. After receipt and inspection of the products and services listed in your order, you agree that your signature or payment to Silient, under these Terms, constitutes acceptance of all products and services listed in your order. Delivery and inspection of your order and the formation of the contract of sale between Silient and you will have taken place unless upon your delivery of a signed copy of this commercial quote and payment to Silient at the price quoted above. Once an order is placed, you are unable to cancel the order. Please refer to our Return & Refund Policy at silient.com/pages/return-policy for more information.
3. Prices and Payment Terms.
(a) Pricing for our products will be the prices listed on the commercial quote. Such prices do not include taxes and include charges for shipping and handling. All such charges will be added to your merchandise total. All fees and applicable taxes, if any, are payable in United States dollars.
(b) Terms of payment are as set forth on the Purchase Order and payment must be received by us before our acceptance of an order. We accept all major credit cards for all purchases. YOU ARE RESPONSIBLE FOR PROVIDING SILIENT WITH VALID CREDIT CARD OR PAYMENT ACCOUNT DETAILS. We may ask you to supply additional information relevant to your transaction, including your credit card number, the expiration date of your credit card, and your email and postal addresses for billing and notification (such information, "Payment Information"). When you initiate a transaction, you authorize us to provide your Payment Information to third parties so we can complete your transaction and charge your payment method for the type of transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your transaction (such information is included within the definition of Payment Information). By initiating a transaction, you agree to the pricing, payment, and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any. All payments for transactions are non-refundable and non-transferable except as expressly provided in these Terms. If you wish to designate a different credit card or payment account, or if there is a change in your credit card or payment account status, you must change the Payment Information in your account.
(c) We may contact you via email regarding a problem with your credit card or payment account. If we are unable to successfully charge your credit card or payment account, we reserve the right to restrict or suspend access to your account, or to terminate your account.
4. Shipments; Delivery; Title and Risk of Loss.
(a) We will arrange for shipment of the products to you. You will pay all shipping and handling charges specified during the ordering process. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
(b) Title and risk of loss pass to you upon acceptance of delivery and inspection of the product(s). Except as provided in these terms, you are responsible for the security and safekeeping of the product after delivery and shall assume any risk of damage or loss thereof. If part of your order is missing or damaged, you must notify us within 30 days of the date of your purchase. We shall have no responsibility or liability for notifications received after this 30-day period.
5. Setup and Testing.
(a) If Silient is hired to perform the setup, the setup and testing must be scheduled at least three (3) weeks in advance with our scheduling department. If the pre-work is not completed in accordance with the specifications detailed in our materials at silient.com/pages/technicalsupport (specifically the Site Preparation materials) upon our arrival, you shall be subject to an additional charge of six hundred dollars ($600) per day for each day our team remains on site as a result. Furthermore, should the pre-work not be completed to the required specifications, resulting in the need to reschedule the setup and testing, we will make reasonable efforts to accommodate your preferred timing; however, the revised setup and testing date will be determined at our sole discretion.
(b) You are solely responsible for meeting all installation, technical, and site preparation specifications included in the Silient Guides, available at silient.com/pages/technicalsupport (together with any other applicable documentation provided by Silient to you, the "Guides"). You represent and warrant that you shall be in compliance with all Guides at the time of setup and shall continue to be in compliance with all such Guides for so long as such product is in use or on the premises. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR ANY DAMAGES OR ISSUES ARISING FROM OR IN CONNECTION WITH THE PRODUCT IF SUCH GUIDES WERE NOT STRICTLY COMPLIED WITH OR IF YOU OR THE PREMISES WERE NOT AT TIME OF SETUP OR OTHERWISE IN FULL COMPLIANCE WITH APPLICABLE BUILDING CODES AND ORDINANCES (OR OTHER SIMILAR APPLICABLE LAWS, RULES, REGULATIONS, OR CODES). WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR IMPROPER INSTALLATION OR ANY ISSUES THAT ARISE FROM THE PLUMBING CONNECTION WITH THE PRODUCT FOLLOWING INSTALLATION.
6. LIMITED WARRANTY.
PLEASE REFER TO OUR WARRANTY POLICY FOR FURTHER INFORMATION ON ANY APPLICABLE PRODUCT WARRANTIES. THIS LIMITED WARRANTY CAN BE FOUND AT silient.com/pages/warranty-policy
THE WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
WE WARRANT THAT DURING THE WARRANTY PERIOD, THE PRODUCTS PURCHASED WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP, UNDER NORMAL USE AND SERVICE (WHICH INCLUDES, WITHOUT LIMITATION, USE IN THE ACCEPTABLE TEMPERATURE RANGE DESCRIBED BELOW AND ANY SUGGESTED ANNUAL MAINTENANCE OF THE PRODUCT), FOR THE APPLICABLE WARRANTY PERIOD.
THE PRODUCT MAY ONLY BE USED IN TEMPERATURES BETWEEN 55 DEGREES FAHRENHEIT AND 90 DEGREES FAHRENHEIT. ANY USE OF THE PRODUCT OUTSIDE OF THIS ACCEPTABLE RANGE WILL BE DEEMED MISUSE OF THE PRODUCT AND NOT SUBJECT TO THE WARRANTY.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
OUR RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO REPLACEMENT OR REPAIR AS SET FORTH IN THE WARRANTY POLICY. NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT OR ADVICE PROVIDED BY US OR ANY OF OUR SUPPLIERS, AGENTS OR EMPLOYEES WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THE LIMITED WARRANTY.
EXCEPT AS PROVIDED IN OUR WARRANTY POLICY, SILIENT PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND SILIENT, ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, SUPPLIERS, PARTNERS, CONTENT PROVIDERS, AND AGENTS, DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
USE OF THE PRODUCT IS NOT A MEDICAL PROCEDURE. YOU SHOULD CONSULT WITH YOUR DOCTOR PRIOR TO USE AND YOU AGREE TO ADVISE ALL USERS OF THE PRODUCT TO CONSULT WITH THEIR DOCTOR PRIOR TO USE. THE PRODUCT HAS NOT BEEN TESTED OR APPROVED BY THE FDA OR ANY GOVERNMENT AGENCY FOR THE TREATMENT OF ANY ILLNESS OR DISEASE. YOU SHOULD NOT USE THE PRODUCT IF PREGNANT, HAVE HEART CONDITIONS OR OTHER MEDICAL CONDITIONS NEGATIVELY IMPACTED BY EXPOSURE TO COLD TEMPERATURES, ARE A MINOR, OR WHILE UNDER THE INFLUENCE OF DRUGS OR ALCOHOL. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU UNDERSTAND THERE ARE CERTAIN INHERENT RISKS AND DANGERS ASSOCIATED WITH EXPOSURE TO COLD TEMPERATURES, INCLUDING, BUT NOT LIMITED TO, HEART FAILURE, HYPOTHERMIA, LOSS OF CONSCIOUSNESS AND STROKE. BY PURCHASING AND USING THE PRODUCT, YOU KNOWINGLY AND VOLUNTARILY ACCEPT AND AGREE TO ASSUME ALL RISKS. SILIENT SHALL BE NAMED AS A RELEASED PARTY IN ALL LIABILITY WAIVERS SIGNED BY USERS OF THE PRODUCT.
IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS, SUPPLIERS, OR PARTNERS BE LIABLE FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH SILIENT'S PRODUCTS OR SERVICES.
NOTWITHSTANDING THE FOREGOING, EXCEPT FOR SILIENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE EXTENT PERMITTED BY LAW, SILIENT'S TOTAL LIABILITY FOR ANY CLAIMS RELATED TO SILIENT'S PRODUCTS OR SERVICES IS LIMITED TO SILIENT'S INSURANCE COVERAGE FOR SUCH CLAIMS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
7. Goods Not for Resale or Export. You agree to comply with all applicable laws and regulations of the various states and of the United States. You represent and warrant that you are not buying the products for resale or export.
8. Indemnification. You agree to indemnify Silient and its affiliates, directors, officers, managers, employees, contractors, suppliers, agents, representatives and third party service providers, and hold each of them harmless from any and all claims, actions, liabilities, damages, and costs (including attorneys' fees) raised by a third party (collectively, "Claims"), that arise from or relate to your or your customers' or users' use or misuse of Silient's products or services. Silient agrees to indemnify you and hold you harmless from any and all Claims that arise as a result of Silient's negligence, willful misconduct, or Product manufacturing defects (provided the Product is used solely in compliance with all applicable documentation). The indemnifying party reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the other party.
9. Force Majeure. Neither party shall be liable or responsible to the other party for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by acts beyond the impacted party's reasonable control, including acts of God, flood, fire, earthquake, natural disasters, epidemics, war, invasion, hostilities, terrorist threats or acts, riot, government order, embargoes, strikes, telecommunication breakdowns, power outages, or other events beyond reasonable control.
10. Governing Law. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.
11. Dispute Resolution and Binding Arbitration.
(a) YOU AND SILIENT ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. ANY CLAIM, DISPUTE OR CONTROVERSY BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
(b) All disputes shall be finally resolved by arbitration conducted in the English language in Delaware under the commercial arbitration rules of the American Arbitration Association. The parties shall appoint as sole