High To Low Voltage, LLC (“H2LV”) hereby agrees to sell, and Customer (“Customer”) hereby agrees to purchase from H2LV, the equipment (the “Equipment”) identified in the Estimate / Quotation (the “Estimate”), in accordance with the terms and conditions set forth below (collectively with the Estimate, the “Agreement”). Customer and H2LV are collectively referred to as the “Parties.”
The purchase price and payment terms are set forth in the Estimate, and Customer agrees to comply with those terms. Notwithstanding the foregoing, H2LV may increase the purchase price stated in the Estimate by the amount of any subsequently imposed federal excise tax, duty, or other government-imposed tariff applicable to the Equipment, upon notice to Customer at any time prior to delivery of the Equipment. Before increasing the purchase price by such amount, H2LV shall use commercially reasonable efforts to mitigate such costs on behalf of Customer.
Customer grants H2LV a security interest in the Equipment to secure payment of the purchase price. In the event of nonpayment, or if Customer disposes of or transfers any Equipment to a third party before payment of the purchase price in full, H2LV shall be entitled to enforce and foreclose its security interest in the Equipment to the extent permitted by applicable law.
H2LV is authorized to file any financing statements or other documents necessary or appropriate to perfect the security interest granted under this provision, including a UCC-1 financing statement in a form satisfactory to H2LV. Upon request, Customer shall provide H2LV with a legal description of the location of the facility where the Equipment is installed (the “Facility”) to assist H2LV in making any applicable fixture filing.
Title to the Equipment supplied to Customer shall pass to Customer upon Customer’s final payment of one hundred percent (100%) of the purchase price for the Equipment, as set forth in the Estimate. Upon full and final payment of the purchase price, H2LV shall have no further security interest or lien in the Equipment.
All prices quoted are exclusive of any applicable local, state, or federal taxes that are currently in effect or that may become applicable in the future.
The shipping terms are FOB Factory. All packing, rigging, shipping, freight, and other logistics-related expenses incurred by H2LV in delivering the Equipment shall be for the account of Customer. H2LV, which has experience in transporting the Equipment, shall coordinate delivery of all components in the safest and most cost-effective manner reasonably possible. If Customer requires the shipment(s) to be insured, Customer must notify H2LV in advance, and all related insurance costs shall be the responsibility of Customer.
H2LV warrants that reconditioned Equipment shall be free from mechanical defects and defects in materials and workmanship for thirty-six (36) months from the date of energization or forty-two (42) months from the date of shipment, whichever occurs first. H2LV warrants that new Equipment shall be free from mechanical defects and defects in materials and workmanship for twelve (12) months from the date of energization or eighteen (18) months from the date of shipment, whichever occurs first.
H2LV reserves the right to modify the warranty terms by written agreement with Customer, subject to the mutual agreement of the Parties.
This warranty is expressly limited to the repair or replacement of the affected Equipment or component thereof. To the extent H2LV elects to replace a defective part or component, H2LV’s sole obligation shall be to provide the replacement part or component without charge. Any associated freight, labor, installation, removal, or other costs are not included in the warranty.
This warranty shall not apply to any part of the Equipment that becomes defective as a result of misuse, abuse, or abnormal use. This warranty shall not apply to normal wear and tear of the Equipment or to disposable or consumable parts.
H2LV shall not be responsible for any defect or damage caused in whole or in part by failure to follow the operating instructions set forth in the Equipment’s applicable manuals or failure to comply with the recommended maintenance program set forth in such manuals.
This warranty is further expressly conditioned upon Customer’s obligation to complete the installation of, perform regular maintenance on, and properly care for the Equipment and supplies in accordance with the applicable operating manuals for the Equipment. Customer acknowledges receipt of such manuals and agrees to comply with their requirements.
If Customer fails to comply with such instructions and such failure results in the need for replacement parts or repairs, Customer shall bear the full cost of such replacement parts, labor, shipping, handling, and related expenses.
Except as expressly provided in this Agreement, the Equipment is provided “as is,” with all faults, and without warranty of any kind. Except as expressly provided in this Agreement, H2LV expressly disclaims all other warranties, whether express, implied, statutory, or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement, to the maximum extent permitted by applicable law.
The foregoing warranties are expressly and implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and those arising from course of dealing or usage of trade. H2LV does not warrant that the Equipment will meet Customer’s requirements or expectations, or that operation of the Equipment will be uninterrupted or error-free. No oral or written information or advice given by H2LV shall create a warranty or in any way expand the scope of this warranty.
This Section 7 constitutes the entire warranty provided under this Agreement. This warranty excludes abnormal stresses or stress resulting from causes such as incorrect primary voltage, frequency, or improper load, or operations outside standard industry practice as prescribed by the Institute of Electrical and Electronics Engineers (IEEE), and/or arising from Customer’s failure, whether intentional or negligent, to fulfill its obligations described above.
In no event shall H2LV be responsible for providing working access to the defect, including the removal, disassembly, replacement, or reinstallation of any Equipment, materials, or structures to the extent necessary to permit H2LV to perform its warranty obligations. H2LV shall not be responsible for transportation costs to or from any repair facility.
Before accepting the Equipment, Customer shall have the right to inspect the Equipment at the time and place of delivery. After Customer inspects and accepts the Equipment, Customer shall be deemed to have acknowledged that the Equipment complies with all specifications, representations, and warranties of H2LV and to have waived any claim or cause of action against H2LV with respect to the Equipment; provided, however, that this acknowledgment and waiver shall not affect or limit Customer’s warranty claims as contemplated by Section 7 here in.
Any costs associated with inspections performed by Customer or Customer’s affiliates, regardless of the results of such inspections, shall be borne by Customer.
Customer is solely responsible for maintaining the Equipment in good working order.
Customer shall, at Customer’s sole cost and expense, plan and prepare for the installation of the Equipment. If Customer desires that H2LV conduct a site visit, review the proposed Equipment location and installation plans, communicate with any regulatory entities regarding permitting, or address any other issues required for the successful installation of the Equipment, Customer shall execute an addendum to these terms and conditions providing for compensation to H2LV for such additional services.
Customer shall, at its sole responsibility and expense, supervise, coordinate, and execute all aspects of the Equipment installation, including, but not limited to, the following:
All technical advice, recommendations, and services provided by H2LV are intended for use by persons having the required technical knowledge. H2LV assumes no responsibility, and Customer hereby waives all claims against H2LV, for any results obtained or damages incurred from the use or misuse of H2LV’s advice and recommendations.
Customer shall be solely responsible for ensuring that all materials processed through the machinery are prepared in a manner consistent with the Equipment’s intended operation. H2LV shall not be responsible for any lack of performance or damage to the Equipment resulting from improperly prepared or incompatible materials.
H2LV shall not be responsible for ensuring the compatibility, performance, legality, or safety of Customer’s material preparation equipment, disposal equipment, process equipment, or procedures. H2LV shall not be responsible in any way for Customer’s other manufacturing processes or equipment that are not supplied directly by H2LV. This includes equipment or processes that may occur before, after, as a result of, or in preparation for the process or Equipment supplied by H2LV.
In no event shall H2LV, its owners, members, managers, affiliates, or contractors be liable to Customer or any third party for any liquidated damages for delay or other incidental or consequential damages, including, without limitation, indirect, special, punitive, or exemplary damages for loss of business, loss of profits or revenue, loss of use of the Products or any associated equipment, damage to associated equipment, cost of capital, cost of substitute products, facilities, services, or replacement power, downtime costs, claims of Customer’s customers for such damages, loss of goodwill or business reputation, business interruption, loss of data, or loss of business information, arising out of or connected in any way with the purchase, sale, installation, or operation of the Equipment, or for any claim by any third party, whether arising out of breach of contract, warranty, tort (including negligence, errors and omissions, and strict liability), or any other theory of law, even if H2LV has been advised of the possibility of such damages.
This limitation of liability shall apply even if the express warranty set forth above fails of its essential purpose. The maximum aggregate liability of H2LV arising out of or related to breach of contract, breach of warranty (including the cost of repairing or replacing Equipment), tort (including negligence, strict liability, and errors and omissions), or any other cause or form of action shall not exceed the amount of the purchase price actually received by H2LV hereunder.
If Customer transfers title to or leases the Equipment sold hereunder to any third party, Customer shall obtain from such third party a provision affording H2LV and its suppliers the protection provided in the preceding sentence.
Customer shall defend, indemnify, and hold H2LV harmless against all damages, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with any third-party litigation resulting from the installation, operation, use, misuse, improper use, or negligent use or operation of the Equipment by Customer or its employees, agents, or contractors. This includes, but is not limited to, the disabling or modification of any safety devices, lack of maintenance, lack of cleaning, or any other acts or omissions of Customer or its employees, agents, or contractors.
All written notices and correspondence relating to this Agreement shall be sent by either party to the other party at the addresses set forth below, or at any other address for which prior written notice has been provided to the other party.
Any written notice shall be effective upon actual delivery in person or three (3) days after being deposited in the U.S. Mail, registered or certified, postage prepaid, and addressed to the applicable party at the address stated in this Agreement or at such other address as either party may designate by written notice to the other. Notices delivered by fax or email shall also be effective if confirmation is delivered in person or by registered or certified U.S. Mail within three (3) days.
High To Low Voltage
8075 Pontiac St.
Commerce City, CO 80022
Should any court of competent jurisdiction determine that any provision of this Agreement is invalid, void, or unenforceable for any reason, such provision shall be reduced in scope by the court only to the extent deemed necessary to render the provision reasonable and enforceable, and the remaining provisions shall continue in full force and effect without being impaired or invalidated, all to the end that the manifest intent of the Parties shall be effectuated.
No failure by H2LV to insist upon strict compliance by Customer with the terms and conditions of this Agreement or to exercise any right arising from any default by Customer shall impair or limit H2LV’s rights in the event Customer’s default continues or in the event of any subsequent default by Customer. Waiver by H2LV of any breach of any term of this Agreement shall not be construed as a waiver of any other existing or future breach.
H2LV shall not be liable or responsible to Customer, nor shall H2LV be deemed to have defaulted under or breached this Agreement, for any claims, demands, damages, including liquidated damages, losses, costs, expenses, or other liabilities arising from or relating to 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 events outside H2LV’s control. Such events outside H2LV’s control include, but are not limited to: acts of God; riots; acts of war or terrorism; acts or regulations of the federal, state, or local government; government-imposed tariffs, including unprofitability, economic hardship, or market fluctuations caused by such tariffs; delivery delays; storms; fires; floods; earthquakes; explosions; epidemics or pandemics; quarantine restrictions; strikes or other labor unrest or industrial disturbances; lack of warehouse or storage space; inadequate transportation services; inability or delay in obtaining adequate or suitable materials or supplies; supply chain impacts; national or regional emergencies; other civil disturbances; or embargoes or blockades in effect on or after the date of this Agreement.
If any dispute arises between the Parties with respect to the interpretation or enforcement of this Agreement that cannot be resolved directly between the Parties within thirty (30) days through good-faith negotiation, the Parties shall submit the dispute to binding arbitration in Denver, Colorado, in accordance with the rules of the American Arbitration Association (“AAA”). The arbitration shall be conducted by one arbitrator mutually agreed upon by the Parties who is knowledgeable regarding the subject matter of this Agreement.
The arbitration shall be final and binding, and the arbitrator’s order shall be specifically enforceable in any court of competent jurisdiction. The arbitrator shall award reasonable attorneys’ fees, costs (including expert costs), expenses, and the arbitrator’s fees to the prevailing party in accordance with the Commercial Arbitration Rules of the AAA. The prevailing party shall also be entitled to recover all reasonable costs and fees incurred in enforcing any judgment or award. This provision shall not be merged into any judgment and shall survive any judgment.
This Agreement shall be construed in accordance with and governed by the laws of the State of Colorado.
This Agreement and the terms and conditions contained herein shall apply to and be binding upon each Party’s successors, assigns, executors, administrators, beneficiaries, and representatives. H2LV may subcontract or assign any or all of its obligations under this Agreement in its discretion. It is understood, however, that H2LV remains responsible for compliance with its obligations under this Agreement.
Customer may cancel this Agreement for its convenience upon written notice to H2LV. Upon cancellation, Customer shall pay H2LV for all costs incurred by H2LV in connection with this Agreement through the date of cancellation, as well as all costs incurred as a result of the cancellation, plus a termination fee equal to ten percent (10%) of the Purchase Price if drawings have been completed, twenty-five percent (25%) of the Purchase Price if production has commenced, and fifty percent (50%) of the Purchase Price if a test report has been completed.
Costs incurred include materials, components, and all supplies ordered prior to the cancellation date. In such event, Customer shall pay an amount equal to the sum of all direct material and component costs, including restocking charges for materials and components that may be returned to the original vendor, all direct labor and related costs, and a proportionate amount of profit on all such costs associated with the machinery.
H2LV may terminate this Agreement if Customer is in material breach of this Agreement. If H2LV terminates this Agreement prior to delivery of the Equipment, H2LV shall refund any payments made by Customer for the Equipment prior to the termination date, less all direct material and component costs, labor and related costs, and a proportionate amount of profit on all such costs associated with the machinery.
This Agreement, together with all Addendums, constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all previous oral and written commitments and agreements. All negotiations and understandings between the Parties have been incorporated into this Agreement and the Addendums.
Any statements or representations made by either Party during the negotiation of this Agreement that are in any way inconsistent with this Agreement and/or any Addendum shall have no force or effect with respect to this Agreement or the Addendums. Only the written terms of this Agreement, together with all Addendums, shall be binding upon the Parties.
No modification, addition, or cancellation of any provision of this Agreement and/or any Addendum shall be valid unless agreed to in writing and signed by an authorized representative of each Party.
H2LV acknowledges that it may accept additional terms and conditions proposed by Customer in separate documents, including, but not limited to, an acknowledgment, confirmation, invoice, or purchase order relating to this transaction. However, Customer acknowledges and agrees that any provision, term, or condition of any such document that conflicts with any provision, term, or condition of this Agreement shall be null and void, and the provisions of this Agreement shall supersede and control.
The Parties acknowledge their agreement to the foregoing terms and conditions by having their duly authorized representatives sign below. The Parties agree that a facsimile copy showing signatures shall be enforceable as a signed original Agreement.
The High to Low Voltage mobile message service (the "Service") is operated by High to Low Voltage (“High to Low Voltage”, “we”, or “us”). Your use of the Service constitutes your agreement to these terms and conditions (“Mobile Terms”). We may modify or cancel the Service or any of its features without notice. To the extent permitted by applicable law, we may also modify these Mobile Terms at any time and your continued use of the Service following the effective date of any such changes shall constitute your acceptance of such changes.
By consenting to High to Low Voltage’s SMS/text messaging service, you agree to receive recurring SMS/text messages from and on behalf of High to Low Voltage through your wireless provider to the mobile number you provided, even if your mobile number is registered on any state or federal Do Not Call list. Text messages may be sent using an automatic telephone dialing system or other technology. Service-related messages may include updates, alerts, and information (e.g., order updates, account alerts, etc.). Promotional messages may include promotions, specials, and other marketing offers (e.g., cart reminders).
You understand that you do not have to sign up for this program in order to make any purchases, and your consent is not a condition of any purchase with High to Low Voltage. Your participation in this program is completely voluntary.
We do not charge for the Service, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message frequency varies. Message and data rates may apply. Check your mobile plan and contact your wireless provider for details. You are solely responsible for all charges related to SMS/text messages, including charges from your wireless provider.
You may opt-out of the Service at any time. Text the single keyword command STOP to the number from which you received the message or click the unsubscribe link (where available) in any text message to cancel. You'll receive a one-time opt-out confirmation text message. No further messages will be sent to your mobile device unless initiated by you. If you have subscribed to other High to Low Voltage mobile message programs and wish to cancel, except where applicable law requires otherwise, you will need to opt out separately from those programs by following the instructions provided in their respective mobile terms.
For Service support or assistance, text HELP to the number from which you received the message or email info@hightolowvoltage.com.
We may change any short code or telephone number we use to operate the Service at any time and will notify you of these changes. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we will not be responsible for honoring requests made in such messages.
The wireless carriers supported by the Service are not liable for delayed or undelivered messages. You agree to provide us with a valid mobile number. If you get a new mobile number, you will need to sign up for the program with your new number.
To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent through the Service, any errors in such information, and/or any action you may or may not take in reliance on the information or Service.
We respect your right to privacy. To see how we collect and use your personal information, please see our Privacy Notice.
High to Low Voltage’s website may use cookies or similar technologies to help keep track of items placed into shopping carts, including when a cart has been abandoned. This information may be used to determine when to send cart reminder messages by text message.
Text messaging originator opt-in data and consent will not be shared with any third parties.
If location-based services are utilized, High to Low Voltage will disclose how location data is collected and used within its applicable privacy policy.
