Please note that change of context may affect the pricing and availability of the existing items in the cart
- Accessing the Website and Account Security
- Intellectual Property Rights
- Prohibited Uses
- User Contributions
- Monitoring and Enforcement; Termination
- Content Standards
- Copyright Infringement
- Reliance on Information Posted
- Changes to the Website
- Linking to the Website and Social Media Features
- Links from the Website
- Geographic Restrictions
- Disclaimer of Warranties
- Limitation on Liability
- Governing Law and Jurisdiction
- Limitation on Time
- Waiver and Severability
- Entire Agreement
- Your Comments and Concerns
- Effect of Terms and Conditions
- Quotations and Prices
- Limited Warranty
- Disclaimer and Limitation of Liability
- Choice of Law and Dispute Resolution
This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for:
- Making all arrangements necessary for you to have access to the Website; and
If you choose, or are provided with, a user name, password or any other piece of information as part of our Website security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
Intellectual Property Rights
The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:
- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your Web browser for display enhancement purposes.
- You may print one copy of a reasonable number of pages of the Website for your own use and not for further reproduction, publication or distribution.
- If we provide desktop, mobile or other applications for download, you may do so, provided you agree to be bound by our end user license agreement for such applications.
You must not:
- Modify copies of any materials from this site.
- Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.
If you wish to make any use of material on the Website other than that set out in this section, please address your request to: email@example.com
The Company name and logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company, which may be withheld in Company’s sole discretion. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
- To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.
Additionally, you agree not to:
- Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
- Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
- Use any device, software or routine that interferes with the proper working of the Website.
- Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful to the Website.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
- Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Website.
The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.
Any User Contribution you post to the Website will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.
Monitoring and Enforcement; Termination
We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we cannot review all material before it is posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote or assist any unlawful act.
- Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
If you believe that any User Contributions violate your copyright, please send us a notice of copyright infringement to firstname.lastname@example.org. It is the policy of the Company to terminate the user accounts of repeat infringers.
Reliance on Information Posted
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website includes content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.
Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Website
Online Purchases and Other Terms and Conditions
Linking to the Website and Social Media Features
You may link to the Website’s homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement by Company without our express written consent.
This Website may provide certain social media features that enable you to:
- Link from your own or certain third-party websites to certain content on this Website.
- Send e-mails or other communications with certain content, or links to certain content, on this Website.
- Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
- Establish a link from any website that is not owned by you.
- Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
- Link to any part of the Website other than the homepage.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
The owner of the Website is based in the State of North Dakota in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Some of our vendors and suppliers may have geographical restrictions as well. Please reach out to your local branch contact for specific details.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Website for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
YOU ACKNOWLEDGE THAT COMPANY IS UNABLE TO GUARANTEE ABSOLUTE CERTAINTY OF ALL DATA, INCLUDING PERSONALLY IDENTIFIABLE INFORMATION ("PII"), AND THAT COMPANY HAS NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS OR USE OF SUCH DATA OR PII BY A THIRD PARTY, OR CORRUMTION, DELETION, DESCTRUCION OR LOSS OF ANY SUCH DATA OR PII UNLES COMPANY'S SECURITY PRACTIVES ARE BELWO GENERALLY ACCEPTED INDUSTRY STANDARDS.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Governing Law and Jurisdiction
Limitation on Time to File Claims
Waiver and Severability
Your Comments and Concerns
This Website is owned and operated by Border States Industries, Inc., 2400 38th St S, Fargo, North Dakota 58104.
All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to email@example.com.
BORDER STATES INDUSTRIES, INC.
TERMS AND CONDITIONS OF SALE
1. EFFECT OF TERMS AND CONDITIONS
Acceptance of any order or request from Customer is subject to approval by Border States and, when applicable, Border States’ suppliers. Border States reserves the right to accept or reject any order (or a portion thereof) without liability to Border States, including, without limitation, if Customer’s credit becomes unsatisfactory to Border States, and/or to immediately change the terms of any credit extended to Customer.
3. QUOTATIONS AND PRICES
Quotations given by Border States to Customer are not an offer to sell but only an invitation for an order. Border States reserves the right to reject a purchase order, or portions thereof, for any reason or for no reason at all. Unless otherwise expressly agreed to by Border States in writing, prices shall be based upon the price in effect at the time of Border States’ shipment of each order. Prices and other information shown in any Border States’ publication (including product catalogs, brochures, and websites) are subject to correction or change without notice. Products may be substituted by Border States and may not be identical to catalog or website published descriptions and/or images (including such Products’ country of origin).
Prices listed do not include charges for shipping, handling fees, taxes (use, excise, value added, or similar), duties, and/or similar charges (“Charges”). Customer shall pay all Charges when due, including any associated penalties. Customer shall indemnify Border States for all Charges set forth herein, including legal expenses reasonably incurred by Border States, due to Customer’s failure to pay any Charges.
Customer agrees to pay for all Products by the due date according to the terms of sale stated on each invoice or otherwise agreed to in writing with Border States. If no terms are stated, the payment terms shall be Net 30. Credit availability shall be at the sole discretion of Border States and may be terminated or changed at any time by Border States in its sole discretion. Border States specifically reserves the right to require payment in cash for any shipment or delivery.
Border States may add a monthly service charge of the lesser of 1.5% or the maximum permitted by law for all accounts not paid by the net due date. In addition to other rights and remedies Border States may have at law or in equity, Border States reserves the right, in its sole discretion, to: (a) withhold deliveries, shipments, or performance of services; (b) impose or revise any credit limits on Customer’s purchases; and/or (c) cancel any purchase order(s), when Border States deems itself insecure with respect to Customer’s ability to pay for Products. Border States’ acceptance of any payment from Customer without the accrued late fee shall not be deemed to be a waiver of such accrued late fees. Any lien rights or legal remedies for non-payment asserted by Border States shall be governed by the laws of the state where the Products were delivered. To the extent permitted by law, Customer will pay all reasonable costs and expenses, including attorneys’ fees, collection agency fees, and court costs, incurred by Border States in connection with any collection action for payment of amounts due.
5.1. All sales are made F.O.B. SHIPPING POINT, unless otherwise mutually agreed in writing by Customer and Border States. Right, title, and interest in and to Products shall remain with Border States until such Products have been paid in full. Customer agrees to indemnify, defend, and hold Border States harmless from any and all losses arising out of all claims, suits, and/or demands relating to the right, title, and/or interest to the Products by Border States while still at Customer’s risk. Border States may, in its sole discretion, without liability or penalty, make partial shipment of Products to Customer. Each shipment or delivery shall be considered a separate and independent transaction.
5.2. Special routing or transportation methods requested by Customer may increase delivery costs. Such increases will be billed to Customer. Items quoted with transportation charges prepaid and allowed are based on shipment that falls within each manufacturer’s transportation allowance policy (e.g., a single shipment). Any change(s) in quantities or destination, or special release(s), may cause a price increase to Customer.
5.3. Shipment or delivery dates are the best estimates of Border States and its suppliers and are not guaranteed. While Border States will make commercially reasonable efforts to meet all estimated delivery dates, IN NO CASE WILL BORDER STATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES (WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) ARISING FROM ANY DELAY IN SHIPMENT OR DELIVERY, REGARDLESS OF WHETHER BORDER STATES KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
5.4. Border States shall not be liable for any losses, damages, or delays in delivery or other failures in performance due to, without limitation, acts of God (including fires, floods, epidemics, etc.), political/social unrest, acts or threats of terrorism, acts of the Customer, quarantine restrictions, computer or electronic interruptions, failure of its suppliers to ship or deliver on time, transportation embargoes, inability to secure products from
vendors or suppliers at reasonable prices or in sufficient amounts through usual sources of supply, or any other circumstances beyond Border States’ reasonable control.
5.5. Border States’ responsibility for all shipments ceases immediately upon the transportation company’s receipt of the Products in good condition. Upon delivery of the Products to Customer, Customer is responsible for confirming that the Products have not been damaged during shipment, and if damaged, a claim must be made with the transportation company immediately.
6. LIMITED WARRANTY
Border States warrants that Products sold shall be free of any security interest. Border States also warrants that all services will be performed in a professional manner consistent with generally accepted industry standards.
Customer acknowledges and agrees that Border States is a distributor and does not manufacture, design, or fabricate any of the Products sold or otherwise provided to Customer. Manufacturers and sub-suppliers of the Products provided to Customer by Border States are not subcontractors, agents, representatives, or employees of Border States, and shall not be considered as such.
ANY DESCRIPTION OF THE PRODUCTS CONTAINED IN/ON ANY BORDER STATES’ DESCRIPTION, QUOTATION, PURCHASE ORDER, ORDER ACKNOWLEDGEMENT, BILL OF LADING, OR SALES INVOICE IS FOR THE SOLE PURPOSE OF IDENTIFYING THE PRODUCT AND DOES NOT CONSTITUTE A WARRANTY THAT THE PRODUCTS SHALL CONFORM TO THAT DESCRIPTION. CUSTOMER AGREES THAT BORDER STATES HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE PRODUCTS SUPPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR REPRESENTATION AS TO: (I) THE DESCRIPTION, CONDITION, DESIGN, QUALITY, OR PERFORMANCE OF THE PRODUCTS; (II) THE MERCHANTABILITY OR FITNESS OR SUITABILITY OF THE PRODUCTS FOR A PARTICULAR USE OR PURPOSE, WHETHER OR NOT DISCLOSED TO BORDER STATES; AND (III) DELIVERY OF THE PRODUCTS FREE OF THE RIGHTFUL CLAIM OF ANY PERSON BY WAY OF INFRINGEMENT OR THE LIKE. PRODUCTS WILL BE LIMITED SOLELY TO THE WARRANTY, IF ANY, EXTENDED BY THE ORIGINAL MANUFACTURER OR VENDOR TO THE EXTENT PERMISSIBLE THEREUNDER. Border States hereby authorizes Customer to make or settle any claims under such warranties directly with any such manufacturer or vendor. BORDER STATES DOES NOT WARRANT AND WILL NOT BE LIABLE FOR ANY DESIGN, MATERIAL, OR CONSTRUCTION CRITERIA FURNISHED OR SPECIFIED BY CUSTOMER AND INCORPORATED INTO THE PRODUCTS. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply, some or all of the disclaimers, exclusions, or limitations set forth above and below may not apply and other rights may be available to Customer.
7. DISCLAIMER AND LIMITATION OF LIABILITY
Border States’ suppliers and manufacturers provide it with various statements and/or certifications about Products. BORDER STATES MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE RECOMMENDATIONS, including, but not limited to, information regarding country of origin, Export Control Classification Number, Buy America/n compliance, or compliance with other applicable laws and regulations (including, without limitation, MSDS information or RoHS/REACH compliance). BORDER STATES WILL NOT BE LIABLE FOR ANY ERRORS WITH REGARD TO SAME. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OR RE-USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCTS.
Border States’ maximum cumulative liability relative to all claims and liabilities, including that with respect to direct damages and obligations under any indemnity, whether or not insured, will not exceed the cost of the Products giving rise to the claim or liability. CUSTOMER ACKNOWLEDGES AND AGREES THAT MANUFACTURER MAY HAVE ADDITIONAL LIMITATIONS OF LIABILITY, WARRANTY DISCLAIMERS, AND OTHER LIMITATIONS IN MANUFACTURERS’ TERMS AND CONDITIONS OF SALE, WHICH CUSTOMER ACKNOWLEDGES AND AGREES APPLY TO CUSTOMER’S PURCHASE OF PRODUCTS HEREUNDER. CUSTOMER AGREES THAT IT HAS SELECTED THE PRODUCTS BASED UPON ITS OWN JUDGMENT AND DISCLAIMS ANY RELIANCE UPON STATEMENTS OR REPRESENTATIONS MADE BY BORDER STATES. ANY STATEMENT OR ADVICE (INCLUDING, BUT NOT LIMITED TO, ADVICE REGARDING THE QUANTITY OF GOODS NECESSARY FOR A PARTICULAR JOB, OR THE SUITABILITY OF A PARTICULAR PRODUCT FOR A PARTICULAR USE) IS PROVIDED SOLELY AS A COURTESY TO CUSTOMER AND IS NOT GUARANTEED. NO SUCH STATEMENT OR ADVICE SHALL SUBJECT BORDER STATES TO ANY LIABILITY WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHER GROUNDS.
UNLESS OTHERWISE AGREED IN WRITING BY AN AUTHORIZED OFFICER OF BORDER STATES, PRODUCTS SOLD HEREUNDER ARE NOT INTENDED FOR USE IN OR IN CONNECTION WITH ANY SAFETY APPLICATION OR THE CONTAINMENT AREA OF A NUCLEAR FACILITY.
Customer agrees to indemnify, defend, and hold harmless Border States and its officers, directors, employee-owners, agents, affiliates, successors, insurers, and permitted assigns (collectively, “Indemnified Party”) against any and all liabilities, including, without limitation, losses; damages; deficiencies; claims; actions; judgments; settlements; interest; awards; penalties; fines; costs; or expenses of whatever kind, including attorneys’ fees, expenses, costs, and fees related to enforcing any right to indemnification, and the costs of pursuing any insurance providers, incurred by Indemnified Party or awarded against Indemnified Party relating to, arising out of, or resulting from the Products, except to the extent such liabilities, claims, or expenses arise from Border States’ sole gross negligence or willful misconduct. Customer shall not enter into any settlement without Border States’ or Indemnified Party’s prior written consent. IN NO EVENT SHALL BORDER STATES BE LIABLE FOR LIQUIDATED, INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND.
Notwithstanding any other provision contained in these Terms, Customer shall Indemnify and hold Border States harmless from and against all claims (including clean-up costs and loss(es) of oil, gas or hydrocarbons) arising from pollution, contamination, dumping or spilling of any substance and even if arising out of or attributable to the Negligence of Border States, but not to the extent attributable to Border States’ willful misconduct.
Border States attempts to ensure, but cannot guarantee, that its quotations, sales orders, purchase orders, releases, authorizations, acknowledgments, and invoices issued pursuant to these Terms are complete and current. Border States reserves the right to correct any error, inaccuracy, or omission, or to change or update its content, without prior notice to Customer. Such errors, inaccuracies, or omissions may relate to price, product description, availability, or otherwise.
All Customer-requested changes, including those affecting the identity, scope, and delivery of the Products, must be in writing and are subject to Border States’ prior approval and adjustments in price, scheduling, and delivery terms. Border States reserves the right to reject any change(s).
Returns must be made within ninety (90) days from the date of purchase and with original invoice. Special, custom, or large volume orders may not be returnable. Returned Product(s) must be in original packaging, unused, undamaged, and in saleable condition. Customer is responsible for the method and cost of return to Border States. All returns will be subject to Border States’ prior approval and its return policies in effect at the time, and a deduction may be made from credits issued to cover cost of handling, cancellation, and/or restocking fees. For approved returns, Border States will issue remaining credit only to the original payment method.
Customer may cancel an order prior to production or shipment only by written notice and upon payment to Border States of reasonable cancellation and restocking charges as determined by Border States, including reimbursement for direct costs plus allowances for business costs. Cancellation charges associated with orders for custom Products, Products specifically manufactured to Customer’s specifications, large volume orders, or orders that involve commodities subject to fluctuating costs may equal the actual purchase price of the Products.
Border States reserves the right to refuse, cancel, or modify any orders (including, without limitation, orders containing any error, inaccuracy, or omission) at any time and for any reason, whether or not the order has been submitted, confirmed, and/or Customer has been charged. If Customer has been invoiced or charged for the purchase and its order is canceled by Border States, Border States shall promptly issue applicable credit to Customer. Except for issuing such credit (as/if applicable), Border States shall have no liability or obligation to Customer with respect to any cancelled order.
Customer certifies that it is not a restricted party as defined by the U.S. Government. Customer acknowledges that these Terms and the performance thereof are subject to compliance with any and all applicable United States laws, regulations, or orders, including, but not limited to, U.S. anti-corruption laws and regulations; U.S. export control laws and regulations; and U.S. anti-boycott and embargo regulations and guidelines. Except where otherwise agreed upon in writing by the Parties, all Products are sold for domestic consumption in the United States. Customer agrees to comply with all such laws, regulations, and orders, including, all requirements of the International Traffic in Arms Regulations and/or the Export Administration Act, as amended.
Border State is an Equal Employment Opportunity and Affirmative Action Employer.
If Customer breaches any provision of these Terms excluding payment, Border States may notify the Customer in writing and request it to immediately rectify and correct such breach. If Customer fails to take any action satisfactory to rectifying and correcting such breach within ten (10) business days upon the issuance of the written notice, Border States may take actions pursuant to these Terms or pursue other remedies in accordance with laws. All rights and remedies of Border States hereunder are in addition to its other rights and remedies and are cumulative and not alternative.
Customer understands and agrees that supply chain interruptions and/or supplier/vendor delays may occur from time to time and that such temporary conditions shall not be deemed a material breach of these Terms by Border States.
14. CHOICE OF LAW AND DISPUTE RESOLUTION
The validity, performance, construction, and effect of these Terms shall be governed by North Dakota law. All disputes and conflicts between Customer and Border States arising from or under these Terms, or any transactions contemplated hereby, must be resolved first through good faith discussions and negotiations between upper management of the Parties. If the dispute cannot be resolved within forty-five (45) days from the date the matter was first brought by the disputing Party to the attention of the other Party, then either Party may elect to resolve the matter through mediation or legal action. Any action based on a sale by Border States to Customer shall be brought either in a State Court or a United States District Court located in Cass County, North Dakota. Customer hereby agrees and consents to venue in Cass County, North Dakota, and specifically and expressly agrees to the jurisdiction of said Courts. Each Party knowingly, voluntarily, irrevocably, and unconditionally waives any and all right to trial by jury in any action or proceeding arising out of or relating to these Terms or the transactions contemplated hereby.
Any action against Border States must be brought within twelve (12) months after the cause of action arises. Customer agrees that in the event it is necessary for Border States to commence legal action to enforce these Terms, Customer shall pay all costs incurred by Border States, including, without limitation, attorneys’ fees, costs, and expenses.
15.1. If any provision of these Terms is prohibited by law or held to be unenforceable, such unenforceability will not affect any other term or provision, and these Terms shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof. On such a determination, the Parties will negotiate in good faith to modify these Terms so as to effect the original intent of the Parties to the greatest extent possible within the limits of applicable law.
15.2. Each provision in these Terms is severable and independent of any other provision and is to be enforced as such. Each provision shall apply regardless of any other contrary provision set forth, and regardless of the form of action.
15.3. In the event Border States does not insist upon the performance of any of these Terms or exercising any right hereunder, Border States shall not be deemed to have waived such terms, conditions, or rights in the future, nor shall it be deemed to be a waiver of any other term, condition, or right under these Terms.
15.4. The provision of these Terms to Customer by electronic means or by website reference (www.borderstates.com) shall be sufficient to bind the Parties to these Terms.
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