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.
