TERMS AND CONDITIONS OF SALE
1. Any quotation provided by Sports Entertainment Specialists, Inc., a Colorado corporation ("SES"), constitute an offer to sell the products and/or services described therein (collectively, the "Products") and is expressly conditioned upon the acceptance of these terms and conditions by the customer to whom the quotation is addressed (the "Customer"). These terms and conditions govern any quotation and all transactions between SES and the Customer and no additional or different terms and conditions will apply to a quotation or sale or be binding upon SES. Any quotation provided by SES, including the price therein, expires thirty (30) days from the date that the quotation is provided to the Customer unless the Customer accepts the quotation within such thirty (30) day period. SES objects to any proposal or agreement that includes different or additional terms that vary from these terms and conditions and any such proposal or agreement is disallowed. Customer specifically waives any terms or conditions additional to or different from these terms and conditions by accepting all or any portion of the Products.
2. All pricing is in US dollars unless otherwise specified. Unless otherwise agreed to by Customer and SES, the entire purchase price is due at the time of order placement. International customers are responsible for payment of all customs, import fees, shipping costs and taxes not included in the quotation. The risk of loss transfers to Customer F.O.B. SES’s place of business. SES assumes no responsibility or liability for any Product held for inspection or denied entry.
3. UNLESS SPECIFICALLY AGREED TO IN WRITING BY SES, THE WARRANTIES OF THE MANUFACTURER, IF ANY, WITH RESPECT TO THE PRODUCTS ARE THE ONLY WARRANTIES MADE IN CONNECTION WITH THE PRODUCTS AND THE TRANSACTIONS CONTEMPLATED AS A RESULT OF THIS SALE, AND SES MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER OR ANY OTHER PERSON OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE PRODUCTS ARE INHERENTLY DANGEROUS AND ASSUMES ALL RISK WHATSOEVER ARISING OUT OF OR RELATING TO THE USE OF PRODUCTS, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR SERVICES.
4. Customer’s sole and exclusive remedy for any breach of this contract or of any warranty or for any negligence with respect to the Products delivered hereunder shall be limited to an amount equal to the purchase price of such Products; provided, however, that Customer shall not be entitled to such remedy unless SES shall have received written notice of Customer’s claim within thirty (30) days immediately following the date of delivery of the Products to the Customer. IN NO EVENT SHALL SES BE LIABLE FOR ANY TYPE OF SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS PROVIDED HEREUNDER, WHETHER DAMAGES ARISE OUT OF OR ARE AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
5. Customer’s receipt of the Products shall be an unqualified acceptance thereof and a waiver of any and all claims with respect thereto unless SES receives written notice of claim within thirty (30) days after receipt of the Products by Customer. Customer may cancel its order but such cancellation may be subject to a processing and/or restocking fee based on the manufacturer’s policies. Returns of Products, if permitted by the manufacturer, shall be subject to the manufacturer’s policies. Customer may contact SES with any questions regarding order cancellation or return policies.
6. SES shall not be liable for performance if SES is unable to perform hereunder by reason of the occurrence of any force majeure event or other contingency beyond its control or if such performance has become commercially impracticable for any reason. Such contingencies include without limitation acts of God, force majeure, fires, floods, wars, civil commotion, sabotage, accidents, labor disputes or shortages, government laws, ordinances, rules and regulations whether valid or invalid, and inability to obtain material, equipment or transportation.
7. Customer acknowledges that Product delivery is based on the applicable manufacturer’s schedule and policies, and as such, SES cannot guarantee delivery to Customer by a certain date.
8. These terms and conditions shall be construed according to the laws of the state of Colorado, without giving effect to its principles of conflicts of laws. The Customer may not assign or delegate any of its rights or obligations under these terms and conditions without the written consent of SES. The Customer shall comply with all applicable laws and regulations with respect to its performance under these terms and conditions and its use of the Products. These terms and conditions, along with the quotation, is the final integration of the agreement between the parties with respect to the matters covered by it and supersedes any prior understandings or agreements, oral or written, with respect thereto. These terms and conditions may not be amended or supplemented except by written instrument signed by the parties. No waiver of any default or breach of any agreement or provision herein contained shall be deemed a waiver of any other default or breach thereof or of any other agreement or provision herein contained. If any provision or portion of a provision of these terms and conditions is declared void and/or unenforceable, such provision or portion shall be deemed severed from these terms and conditions, which shall otherwise remain in full force and effect. In the event any suit or other action is commenced to construe or enforce any provision of these terms and conditions, the prevailing party shall be awarded reasonable attorneys' fees and court costs, in addition to all other relief to which such party shall be entitled.