Terms And Conditions

1. APPLICABLE CONTRACT PROVISIONS

a. “Seller” means Radiation Shield Technologies, Inc., the entity to whom the purchase order is issued. “Buyer” means the person or business entity issuing the purchase order. “Goods” means all the products to be supplied by Seller under the Order. “Order” means the purchase order issued by Buyer for the supply of Goods.

b. These terms and conditions, together with the Order, constitute an offer by Buyer to purchase the Goods from Seller pursuant to the terms and conditions described herein. This offer shall become an “Agreement” upon acceptance by Seller. Seller shall be deemed to have accepted this offer by commencement of performance called for in the Order, by delivery of the Goods to Buyer, by written acceptance or confirmation of this Agreement, or by any other act or communication constituting legal acceptance, whether or not any such acceptance or confirmation purports to state terms additional to or different from those stated herein. Seller hereby expressly objects to and rejects any such additional or different provisions, and none of such provisions shall be deemed to be a part of this Agreement unless specifically agreed to in writing by Seller.

2. SALE OF GOODS

a. Seller agrees to sell and make available for pick up the Goods to Buyer for the purchase price set forth in the Order, subject to the terms and conditions hereof.

b. Buyer agrees to purchase the Goods, subject to the terms and conditions hereof and to pay Seller the purchase price set forth in the Order.

3. PURCHASE PRICE AND TERMS OF PAYMENT

a. Goods sold pursuant to this Agreement shall be invoiced at the price set forth in the Order. Unless otherwise specified on the Order, payment of 50% of the purchase price shall be due upon placement of the Order and the balance due upon Seller notifying Buyer the Goods are completed and ready for pickup by Buyer.

b. The purchase price for the Goods does not include taxes, customs duties, customs fees or other governmental charges due with respect to the Goods.

c. Buyer shall be responsible for all pickup, delivery, shipping and insurance costs after the Goods are made available for pickup by Seller.

4. PICKUP, DELIVERY AND ACCEPTANCE

a. Seller shall deliver the Goods F.O.B. Seller’s warehouse at the address set forth on the Order. Title to and risk of loss of the Goods shall pass to Buyer upon pickup of the Goods by Buyer.

b. Notwithstanding anything herein to the contrary, Buyer shall have a reasonable opportunity to inspect the Goods at Seller’s warehouse before it removes the Goods from Seller’s warehouse.

c. Buyer may reject goods only Buyer does not receive what was ordered.

5. LIMITED WARRANTY.

The sole warranty offered by Seller to Buyer is that Seller will replace any defective Goods within one year of Buyer’s purchase of such Goods. Seller disclaims all other warranties, including, without limitation, the Implied Warranty of Merchantability and the Warranty of Fitness for a Particular Purpose. SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. SELLER SHALL NOT BE LIABLE FOR PERSONAL INJURY OR DEATH OF ANY PERSON USING THE GOODS.

6. DEFAULT

a. Either party shall be deemed to be in default hereunder if it violates any of the terms hereof or fails timely to perform any of its covenants, duties or obligations hereunder, or if it performs or fails to perform any other act, whether pursuant to this Agreement or otherwise, which gives either party reasonable grounds to feel insecure with respect to the other party’s future performance hereunder.

b. Upon any non-monetary default hereunder, the defaulting party will have 30 days to cure. In case of non-compliance within the time to cure non-monetary defaults, the non-defaulting party may exercise any such other rights and remedies as may be provided hereunder or under applicable law.

c. Upon any monetary default hereunder, the defaulting party will have one business day to cure. In case of non-compliance within the time to cure monetary defaults, the non-defaulting party may exercise any rights and remedies as may be provided hereunder or under applicable law.

d. Any late payments will be subject to interest at an annual rate of 18%.

7. FORCE MAJAURE

The obligations of either party in relation to a sale by the Seller shall be suspended to the extent that such performance is impeded or made unreasonably onerous by any of the following circumstances: Industrial disputes and any other circumstance beyond the control of the parties such as fire, war, extensive military mobilization, insurrection, requisition, seizure, embargo, International tariffs, restrictions in the use of power and defects or delays in deliveries by sub-contractors caused by any such circumstance referred to above whether occurring prior to or after the formation of the contract. The right of suspensions shall only apply if the effect of the circumstance on the performance of the contract could not be foreseen at the time of the formation of the contract. The party that claims being in a Force Majeure situation shall notify the other party in writing without delay when the circumstance starts and when it ends. If Force Majeure prevents the Buyer from fulfilling his obligations, he shall compensate the Seller for expenses incurred in securing and protecting the Products. Regardless of what might otherwise follow from these Conditions either party shall be entitled to terminate the contract by notice in writing to the other party if performance of the contract is suspended due to Force Majeure for more than three months. Notwithstanding the forgoing, force majeure shall not serve as reason to delay any payments due under this Order.

8. INDEMNIFICATION

a. Buyer agrees to indemnify and hold Seller harmless from and against any and all liabilities, costs, losses or expenses, including reasonable attorneys’ fees, incurred or suffered by Seller as a result of or in connection with Buyer’s breach of any of its obligations hereunder.

b. Buyer agrees to indemnify and hold Seller harmless from and in respect of any damages, losses or expenses which Seller may suffer or incur (including reasonable attorneys’ fees) arising out of, relating to or concerning any claim, action or allegation that any of the Goods (or the use of same in an intended manner) causes personal injury, property damages or infringes any patent or intellectual property rights as claimed by any third party; provided that Seller shall notify Buyer in writing of any such claim, act or allegation promptly after learning of the same and shall assist and cooperate in the defense or settlement thereof. Such defense or settlement shall be at Buyer’s sole expense, and Buyer shall pay all damages and costs finally awarded against Seller as a result of any such suit or proceeding.

9. INSURANCE

a. For the duration of this Agreement and for three years following its completion or termination, Buyer shall secure and maintain in effect, at its own expense, commercial general liability insurance (including product liability and completed operations liability) with limits in a sum no less than $5 million per occurrence.

b. Upon request by Seller, Buyer will provide certificate(s) of insurance evidencing that Seller maintains insurance in accordance with the foregoing requirements.

10. CONFIDENTIALITY

Buyer shall hold in strict confidence and shall not use, disclose, or allow or assist others to use or disclose any information disclosed or delivered by Seller that Buyer knows or should reasonably know is confidential or proprietary. The provisions of this Section shall remain in full force and effect for a period of five (5) years from the date of the last purchase order issued by Buyer to Seller or for such longer period as such confidential information constitutes a trade secret under applicable law.

11. GENERAL PROVISIONS

a. This Agreement shall constitute the complete understanding and contract between Seller and Buyer with respect to the subject matter hereof and supersedes any prior written or oral understandings with regard thereto. No purported amendment, modification or waiver of any provision of the Agreement shall be binding on Buyer unless set forth in a written document signed by an authorized representative of Buyer.

b. Buyer may not assign or subcontract any of its rights or obligations without Seller’s prior written consent.

c. If any provision hereof is held to be unenforceable by the final order of any court of competent jurisdiction, such provision shall be severed herefrom and shall not affect the interpretation or enforceability of remaining provisions hereof.

d. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without reference to any conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any legal suit, action, proceeding, or dispute between Buyer and Seller shall be resolved by binding arbitration before the American Arbitration Association in Miami Dade County, Florida with each party bearing its own attorney’s fees and costs. Buyer hereby consents to the exclusive jurisdiction and venue of the American Arbitration Association located in Miami-Dade County, Florida as the exclusive forum for the resolution of disputes.

e. Buyer and Seller acknowledge that they are each independent parties and neither shall be deemed an agent or representative of the other or have authority to bind the other in any manner whatsoever.

Contact Information

Email: info@radshield.com