Terms & Conditions

  1. Applicability.
    • These terms and conditions of sale (these “Terms“) are the only terms which govern the sale of the goods (“Goods“) by STAKESAFE, Inc. (“Seller“) to the buyer identified in the accompanying invoice (“Buyer“). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions outlined herein shall prevail to the extent that such terms are inconsistent with these Terms.
    • The accompanying invoice (the “Sales Invoice“) and these Terms (collectively, this “Agreement“) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.
    • These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.
  2. Delivery.
    • Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods to BUYER’S LOCATION (the “Delivery Point“) using Seller’s standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods within THREE (3) days of Seller’s written notice that the Goods have been delivered to the Delivery Point. Buyer shall be responsible for all costs associated with packaging and delivery of the Goods at the Delivery Point.
    • The goods will be delivered within a reasonable time after the receipt of Buyer’s purchase order, subject to availability of finished Goods. Seller shall not be liable for any delays, loss or damage in transit.
  3. Non-Delivery. The Seller shall not be liable for any non-delivery of Goods (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-delivery within FIVE (5) days of the date when the Goods would in the ordinary course of events have been received. Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.
  4. Shipping Terms. Delivery shall be made FOB SELLER’S LOCATION. Seller shall make delivery in accordance with the terms on the face of the Sales Invoice. Title and risk of loss passes to Buyer upon the departure of Goods from Seller’s place of business.
  5. Nonconforming Goods.
    • Buyer shall inspect the Goods within THREE (3) days of receipt (“Inspection Period“). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period. “Nonconforming Goods” means only that the product shipped is not the same as the product identified in the Sales Invoice.
    • If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods, or (ii) refund the Price for such Nonconforming Goods. Buyer shall ship, at its expense, the Nonconforming Goods to Seller’s facility. Upon receipt of such goods, Seller will exercise its discretion regarding the remedies referenced in this section. Buyer acknowledges and agrees that Buyer has no right to return conforming Goods to Seller.
  6. Price and Payment Terms.
    • Buyer shall pay all invoiced amounts due to Seller no later than the date of receipt of Seller’s invoice. Buyer shall make all payments hereunder in US Dollars and by wire transfer, check, or such other method of transfer as may be listed on the Sales Invoice.
    • Buyer shall purchase the Goods from Seller at the price (the “Price“) set forth in Sales Invoice. All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets
    • Buyer shall pay interest on all late payments at the lesser of the rate of 5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. Buyer shall not withhold payment of any amounts due and payable by reason of Nonconforming Goods or claim of breach.
  7. Limited Warranty.
    • Seller warrants to Buyer that for a period of ONE (1) year from the date of Seller’s receipt of full payment from Buyer (“Warranty Period“), that such Goods will materially conform to the Seller’s published technical specifications in effect on the date that the Buyers order was received by Seller.
    • EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 7(A), SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY OF TITLE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.          
    • Seller makes no warranty whatsoever with respect the Goods’ ability to prevent any injury; cure any existing or future violation of any applicable law, ordinance, or regulation; or prevent the Buyer or any third-party from being penalized pursuant to any law, ordinance or regulation. Buyer acknowledges that the Occupational Safety and Health Administration (OSHA) does not approve, recommend, or endorse any product produced by the Seller.
    • The Seller shall not be liable for a breach of the warranty set forth in Section 7(a) if: (i) Buyer makes any use of the Goods after becoming aware of a defect; (ii) a defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods.
    • Should a breach of this Limited Warranty occur, Seller shall, in its sole discretion, either: (i) repair or replace such Goods or (ii) refund the price of such Goods at the pro rata contract rate.
    • THE REMEDIES SET FORTH IN SECTION 7(e) SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 7(e).
  8. Limitation of Liability.
    • IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    • The limitation of liability set forth in Section 8(a) above shall not apply to (i) liability resulting from Seller’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from Seller’s acts or omissions.
  9. Compliance with Law. Buyer acknowledges that it is the sole responsibility of the Buyer and/or the Buyer’s independent legal counsel to determine the Buyer’s compliance with all applicable laws, regulations and ordinances, including but not limited to, the Occupational Safety and Health Act of 1970 and any rules or regulation promulgated pursuant to same.
  10. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  11. Force Majeure. The Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, 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 or results from acts or circumstances beyond the reasonable control of Seller.
  12. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
  13. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
  14. Governing Law. All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the State of COLORADO without giving effect to any choice or conflict of law provision or rule (whether of the State of COLORADO or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of COLORADO.
  15. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of COLORADO in each case located in the City of DENVER and County of DENVER, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
  16. Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice“) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Invoice or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
  17. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  18. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Law, Limitation of Liability, and Limited Warranty.