1. AGREEMENT AND LIMITATIONS. The following Terms and Conditions of Sale are applicable to all quotations and orders between Jackson WWS, Inc. (“Jackson”) and any buyer (“Buyer”) of any products or services of Jackson (“Products”) for resale. These Terms and Conditions are the only terms and conditions, oral or written, applying to the sale of Products to Buyer except for additional terms consistent with these Terms and Conditions on prices, quantities, shipping or delivery schedules, and the description of the Products as set forth in an order form issued by or accepted in writing by Jackson (“Order”).  Jackson hereby objects to and rejects any other terms or conditions appearing on, incorporated by reference in or attached to any purchase order, acceptance, acknowledgement, invoice, transmittal or other document, including any such document provided by Buyer. Jackson’s failure to object to any provision contained in any order form, document or communication from Buyer shall not be a waiver of these Terms and Conditions or any Order.  All proposals, negotiations, representations, quotations or agreements, if any, written or oral, regarding the sale of any Products and made prior to or contemporaneous with the date of these Terms and Conditions are merged herein.  Acceptance of these Terms and Conditions and any Order, both or either of which may be delivered to Buyer in electronic form by Jackson shall be deemed to have occurred upon the earlier of (i) executing or accepting these Terms and Conditions, (ii) executing or accepting any Order, (iii) when Buyer is aware that Jackson has commenced performance thereunder or (iv) taking delivery of any Products.
2. TERMINATION OR MODIFICATION. These Terms and Conditions and any Orders may not be modified, cancelled or rescheduled without Jackson’s prior written consent and are subject to modification, cancellation, rescheduling or restocking charges determined by Jackson. Any Products provided on or before Jackson’s written acceptance of termination shall be accepted and paid for in full by Buyer. Clerical errors are subject to corrections by Jackson.
3. PRICE AND PAYMENT. The prices for the Products are as set forth in an applicable Order. Unless different payment terms are specified in an Order, payment terms are net thirty (30) days from the date of shipment of Product under an Order. If Jackson does not receive full payment by the due date, a late fee will be applied at a rate of 1.5% of the original balance per month. Buyer shall pay Jackson for all collection costs Jackson incurs to collect from Buyer any amount past due.  Buyer will incur all charges, if any, related to the transfer or payment of funds to Jackson’s account.  Without waiving any other rights or remedies available to Jackson under applicable law or otherwise, Jackson may, at its option, (i) defer shipment or deliveries of Products until all past-due accounts of Buyer to Jackson have been satisfied in full, or (ii) require Buyer to pay for Product prior to shipment or ship Product on a “cash on delivery” basis if Jackson determines, in its sole discretion, not to extend credit to Buyer.
4. The Buyer may not extend shipping dates in an Order without the written consent of Jackson.  Buyer agrees to pay reasonable storage charges incurred after the original shipping dates.
5. DELAYS IN SHIPMENT. Shipment dates are approximate only.  Jackson shall not be liable because of late deliveries. In no event shall Jackson be liable for damages or shall the applicable Order be subject to cancellation by Buyer as a result of delays in delivery, or for any other cause.  Acceptance by Buyer of any Products shall constitute a waiver by Buyer of any claim for damages on account of any delay in shipment.
6. RISK OF LOSS. Unless different terms are specified in an Order, title and risk of loss shall pass to Buyer FOB Origin (Jackson shipping point), regardless of whether Jackson or Buyer pays for actual freight delivery charges. Any claim by Buyer against Jackson for shortage or damage prior to such delivery must be made within five (5) days after receipt of shipment and accompanied by original transportation bills signed by carrier noting carrier received the Products from Jackson in such
7. All taxes and excises of any nature whatsoever, now or hereafter levied upon the sale, use or transportation of any Products hereunder shall be borne by Buyer and Buyer shall pay Jackson for any such taxes and excises Jackson is required to collect or pay. Buyer shall provide Jackson, on request, with properly completed exemption certificates for any tax or excise from which Buyer claims an exemption.
8. Buyer shall inspect the Products immediately upon receipt thereof. All claims for any alleged defect in Jackson’s performance under an Order capable of discovery upon reasonable inspection must be fully set forth in writing and received by Jackson within three (3) days of Buyer’s receipt of the Products. In such instance, no Product shall be returned to Jackson without Jackson’s prior written consent. Failure to make any such claim within this three (3) day period shall constitute a waiver of such claim and an irrevocable acceptance of the Products.
9. NO MODIFICATIONS. Buyer may not, and agrees not to make, any alteration, modification or other adjustment to any Product.
10. PRODUCT STANDARD TERMS. Jackson’s standard Terms and Conditions of Sale for its Products are its “Manufacturer’s Limited Warranty” as referenced in the installation guide included with the Products and located on Jackson’s website (the “Product Standard Terms”) and shall apply to all purchases of Products by Buyer for distribution and sale.  Buyer agrees to be bound by the Product Standard Terms with respect to all of its purchases of Products. Buyer shall distribute and resell Products solely pursuant to the Product Standard Terms.  Buyer shall not make any representations, warranties or statements with respect to the Products in connection with the sale by Buyer to its customers that are in addition to or inconsistent with the Product Standard Terms.  All risk of collection from Buyer’s customers on any Products sold by Jackson to Buyer that are subsequently distributed by Buyer is solely on Buyer.
11. DISCLAIMER OF WARRANTIES. JACKSON MAKES NO WARRANTIES REGARDING THE PRODUCTS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, EXCEPT FOR THOSE EXPRESS WARRANTIES SET FORTH IN THE PRODUCT STANDARD TERMS.
12. LIMITATION OF REMEDIES AND LIABILITIES. The SOLE AND EXCLUSIVE REMEDY OF BUYER AND ITS CUSTOMERS SHALL BE AS SET FORTH IN THE PRODUCT STANDARD TERMS. UNDER NO CIRCUMSTANCES WILL JACKSON BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES IN THE NATURE OF PENALTIES.   JACKSON’S LIABILITY ON ANY CLAIM OF ANY KIND WITH RESPECT TO THE PRODUCTS SHALL IN NO CASE EXCEED THE PRICE OF THE PRODUCTS OR PART THEREOF WHICH GIVES RISE TO THE CLAIM. Jackson shall not be liable for failure to perform its obligations resulting directly or indirectly from or contributed to by any circumstance beyond its control, including without limitation, acts of God, acts or omissions of Buyer, government action, delays in transportation, lack of or inability to obtain raw materials, components, labor, fuel, supplies, fire, flood or other casualty.
13. INTELLECTUAL PROPERTY. All patents, copyrights, trade secrets or other intellectual property rights (“Intellectual Property”) relating to the Products, including without limitation developed by Jackson to provide quoted Products and Jackson rendering engineering advice and service, are the sole and exclusive property of Jackson and the trade secrets and confidential information of Jackson and may not be used by Buyer without the prior written consent of Jackson.
14. Buyer shall defend, indemnify and hold harmless Jackson, its successors, assigns and subsidiaries from and against any and all costs and expenses (including reasonable attorney’s fees), damages, liabilities, losses, claims, demands and judgments incurred by Jackson or made against Jackson, arising out of or relating to (i) any breach by Buyer of any representation, warranty or covenant of Buyer set forth in these Terms and Conditions or any Order, (ii) any breach by Buyer of any term or condition set forth in these Terms and Conditions or any Order, (iii) any misrepresentation by Buyer (including without limitation its employees or agents) relating to the Products, (iv) any negligent or other act or omission of Buyer (including without limitation its employees or agents); (v) any alteration, modification or other adjustment by Buyer to any Product; or (vi) any violation by Buyer of any applicable law, rule or regulation.
15. In connection with solicitations of orders for the Products or otherwise, Jackson may render engineering advice and service to Buyer and may, if requested, endeavor to furnish suitable working drawings of equipment. Such recommended constructions are based upon information and specifications furnished by Buyer, field experience or industry standards and are the sole and exclusive property of Jackson. There is no warranty extended by Jackson respecting such advice or such services.
16. All returns of Products must be authorized in writing by Jackson via a “Return Goods Authorization.”  Returns are subject to a 25% restocking charge and all freight charges.  Returned Products must be in new, resalable condition and in original packaging.  Any Products that have been installed may not be returned.  Products can only be returned for credit or exchange within thirty (30) days of purchase.
17. These Terms and Conditions together with any Order represent the entire integrated agreement of the parties with respect to the terms of purchase and sale of the Products, and supersede all previous agreements and understandings between the parties with respect to the subject matter of these Terms and Conditions and any Order. If any term or provision contained in these Terms and Conditions or any Order is found invalid, such finding shall not affect the validity of any other term or provision contained in these Terms and Conditions or any Order. Waiver by Jackson of any breach of these Terms and Conditions or any Order shall not be construed as a waiver of any other breach, and failure to exercise any right arising from any default hereunder shall not be deemed a waiver of such right which may be exercised at any subsequent time.  No right or obligation in these Terms and Conditions or any Order may be assigned, transferred or delegated by Buyer without Jackson’s prior written consent.  Any claim, action, suit or other proceeding initiated by Buyer in connection with these Terms and Conditions or any Order must be brought within one year after shipment of the applicable Products to which such claim, action, suit or other proceeding relates.
18. GOVERNING LAW. These Terms and Conditions and all Orders shall be governed by, construed and interpreted in accordance with the laws of the State of Georgia, without reference to (i) the conflicts of laws principles thereof and (ii) the United Nations Conventions on Contracts for the International Sale of Goods. Any claim, action, suit or other proceeding initiated under or in connection with these Terms and Conditions or any Order may be asserted, brought, prosecuted and maintained only in any federal or state court in the State of Georgia having jurisdiction over the subject matter thereof, and the parties hereto hereby waive any and all right to object to the laying of venue in any such court and to any right to claim that any such court may be an inconvenient forum. The parties hereto submit themselves to the jurisdiction of each such court and agree that service of process on them in any such action, suit or proceeding may be affected by the means by which notices are to be given to it under these Terms and Conditions.