Terms & Conditions

These Terms of Use ("Terms of Use") explain the contractual agreement between you, who uses this web site and agrees to these Terms of Use ("you", "your"), and Knoll, Inc. ("Knoll", "we", "us", "our") regarding your use of this web site ("Knoll Web Site" or "this web site") and activities and purchases conducted through the Knoll Web Site.

We recommend that you print a copy of these Terms of Use for your records. If you have any questions about these Terms of Use, please call us at 1-877-61-KNOLL or send an email to customerservice@knollint.com.

1. "Agree"

By using this web site, you signify your acceptance of these Terms of Use. Furthermore, at various times within the Knoll Web Site you may be required to click certain buttons to register and participate in certain activities or to make purchases. Your act of "clicking" the button(s) signifies your further acknowledgement and agreement with these Terms of Use. We will try to remind you at various times of these Terms of Use and your agreement with them, and you are encouraged to review them often. Please note, however, that our failure on any web page to make specific notice of these Terms of Use does not mean that they are not applicable. These Terms of Use apply to the entire web site and all functionality and features offered by us through this web site. If you are dissatisfied with these Terms of Use, your sole remedy is to discontinue your use of this web site.

2. Privacy

We recommend that you review our Privacy Policy which is part of these Terms of Use. If at any time you are not in compliance with the policy, we have the right to terminate your rights of use and access to the Knoll Web Site. Unfortunately, we cannot insure that all personal information will never be disclosed in ways not otherwise described in the Privacy Policy. We may be required by law to disclose information to government authorities, law enforcement or to third parties upon subpoena, and you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate.

3. KnollShop Selling Policy

We, and our affiliates may offer various products, programs and services for use and/or purchase through the Knoll Web Site. Some of these products, programs and services may be governed by the KnollShop Selling Policy, which supplements and is a part of these Terms of Use as applicable. We recommend that you review the KnollShop Selling Policy.

4. Updates and Changes to the Terms of Use

We reserve the right, at any time, to modify, alter, update, or remove portions of these Terms of Use, so please check them (including our Privacy Policy and the KnollShop Selling Policy) from time to time as your continued use of this web site after a change has been made signifies your acceptance of any changed items. We may also add, delete or modify some or all of our products, programs or services at any time. You may only amend these Terms of Use with a writing signed by both of us.

5. Disclaimers of Warranties

Web Site.- THIS WEB SITE IS PROVIDED BY US "AS-IS" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR INFORMATION, DATA, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICE. WE SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES AND (2) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES ARISING FROM USAGE OF TRADE OR COURSE OF DEALING.

Products, Programs and Services - Products, programs and services sold by Knoll, or its affiliates through the Knoll Web Site are subject to the terms, warranties and representations, if any, outlined in the KnollShop Selling Policy. Unless otherwise expressly provided for in the applicable KnollShop Selling Policy, WE MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCT, PROGRAM OR SERVICE SOLD, INCLUDING BUT NOT LIMITED TO: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES AND (2) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES ARISING FROM USAGE OF TRADE OR COURSE OF DEALING. Furthermore, termination, return or cancellation of any product, program or service and refunds, if any, are governed by the applicable KnollShop Selling Policy.

THESE DISCLAIMER OF WARRANTIES APPLY TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE KNOLL WEB SITE, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, PRODUCT LIABILITY OR UNDER ANY OTHER CAUSE OF ACTION. BECAUSE SOME STATES DO NOT ALLOW SOME OR ALL OF THESE DISCLAIMERS, THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. IN SUCH STATES, WARRANTIES SHALL BE DISCLAIMED TO THE GREATEST EXTENT PERMITTED BY SUCH STATE LAW.

6. Limitation of Liability

Web Site - NEITHER WE NOR ANY OF OUR EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, SUCCESSORS, ASSIGNS, OR AFFILIATES SHALL BE LIABLE TO YOU OR OTHER THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE KNOLL WEB SITE OR INABILITY TO GAIN ACCESS TO OR USE THE KNOLL WEB SITE. FURTHERMORE, IN NO EVENT SHALL OUR LIABILITY WITH RESPECT TO THE KNOLL WEB SITE EXCEED US$100.

Products, Programs and Services - Products, programs and services sold by us, or our affiliates through the Knoll Web Site are also subject to the limitation of liability provisions outlined in the KnollShop Selling Policy. To the extent of any conflict between these Terms of Use and the KnollShop Selling Policy, these Terms of Use shall control. Unless otherwise expressly provided for in the KnollShop Selling Policy, NEITHER WE NOR ANY OF OUR EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, SUCCESSORS, ASSIGNS, OR AFFILIATES SHALL BE LIABLE TO YOU OR OTHER THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING AS A RESULT OF SUCH PRODUCTS, PROGRAMS OR SERVICES, AND IN NO EVENT SHALL OUR LIABILITY WITH RESPECT TO SUCH PRODUCTS, PROGRAMS OR SERVICES EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO US FOR SUCH PRODUCT OUT OF WHICH LIABILITY AROSE.

THESE DISCLAIMERS OF TYPES OF DAMAGES AND LIMITATIONS OF LIABILITY APPLY TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE KNOLL WEB SITE, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, PRODUCT LIABILITY OR UNDER ANY OTHER CAUSE OF ACTION. BECAUSE SOME STATES DO NOT ALLOW SOME OR ALL OF THESE DISCLAIMERS AND LIMITATIONS, THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, DAMAGES SHALL BE DISCLAIMED AND LIMITED TO THE GREATEST EXTENT PERMITTED BY SUCH STATE LAW.

7. Links

(a) This site may contain links to other sites on the Internet that are owned and operated by third party vendors and other third parties. We are providing these links solely as a convenience. The appearance of a link does not imply our endorsement, nor are we responsible for the content of any linked site. You access linked sites at your own risk.

(b) You may only provide a hypertext link to the Knoll Web Site on another web site, if you comply with all of the following: (a) the link must be a text-only link clearly marked "knoll.com" or "www.knoll.com"; (b) the link must "point" to the URL "www.knoll.com" and not to other pages within the Knoll Web Site; (c) the link, when activated by a user, must display the Knoll Web Site full-screen and not within a "frame" on the linking web site; and (d) the appearance, position and other aspects of the link must not be such as to damage or dilute the goodwill associated with our name and trademarks or create the false appearance we are associated with or sponsor the linking web site. We reserve the right to revoke our consent to any link at any time in our sole discretion.

8. System Integrity

You may not use any device, software or routine, including but not limited to any viruses, trojan horses, worms, time bombs or other malicious code, intended to damage or interfere with the proper working of the Knoll Web Site or to surreptitiously intercept or expropriate any system, data or personal information from the Knoll Web Site. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to denial of service attacks or "spam" or similar unsolicited mass e-mailing techniques.

9. Compliance with Laws

You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of the site and your purchase of the items on the site. You must be 18 years or older to use this web site.

10. User Communications, Feedback and Submissions

The Knoll Web Site may have functionality that permits public communication, including public postings and e-mail links. You agree not to submit, publish, distribute, or transmit through this site or its e-mail links any content that is libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, hateful, racially or ethnically discriminatory, or that would constitute or encourage a criminal or civil offense, violate the rights of any party, or that would otherwise give rise to liability or violates any law. You also agree that you will not submit, publish, distribute, or transmit anything through this web site that will violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary rights. We do not endorse any information posted or content contained on the Knoll Web Site and we are not liable for any information posted on the Knoll Web Site, including but not limited to any information posted about you. We reserve the right to take any action with respect to information posted on the Knoll Web Site which we believe is appropriate in our sole discretion, including but not limited to removal. However, we cannot, nor do we, control the information provided by users or content providers which is made available through our system. By its very nature, other people's information may be offensive, harmful, inaccurate, or in some cases may be mislabeled or deceptively labeled.

11. Product Information, Sales, Availability, Payment and Returns
All prices displayed on this web site are quoted in U.S. dollars and are valid and effective only in the United States. We charge sales tax on all shipments delivered to addresses within the following states:

Alabama, Arizona, California, Colorado, Connecticut, Delaware, District of Columbia, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Jersey, New York, North Carolina, North Dakota, Ohio, Oklahoma, Pennsylvania, Tennessee, Texas, Virginia, Washington, and Wisconsin.

We reserve the right without prior notice to discontinue or change specifications and prices on products, programs and services offered on this web site without incurring any obligations (although changes to specifications and pricing will not affect orders placed prior to the change). All products displayed on this web site are available while supplies last. Furthermore, not all products, programs and services are available in all areas. Please confirm availability prior to purchasing any product, program or service. We reserve the right to cancel a sale and issue a return authorization for merchandise that is unexpectedly out of stock, does not conform to specifications, or is advertised or shipped in error. We reserve the right to limit the order quantity on any item and/or refuse service to any customer without prior notification. Please note that while we have tried to accurately display the appearance of products, the actual colors and images you see will depend on your monitor and may not be accurate. Descriptions of, or references to, products or services on the Knoll Web Site do not imply endorsement of that product, program or service, or constitute a warranty, by us. If you are having a problem with product, program or service purchased through the Knoll Web Site, please refer to the procedures outlined in the KnollShop Selling Policy. If an exception to the KnollShop Selling Policy applies to a particular product, program or service, it will be noted on the corresponding page of the Knoll Web Site. You should carefully review the KnollShop Selling Policy before purchasing products, programs or services from us.

12. Ownership

The Knoll Web Site and all intellectual property rights included in or related to the Knoll Web Site (including but not limited to copyrights, trademarks, service marks, domain name rights, patents and data rights), are owned or licensed by us, and all right, title and interest in the Knoll Web Site and the intellectual property rights remain our property. Please note that pictures of Knoll products on the Knoll web Site are NOT in the public domain and you are NOT permitted to copy, download, modify or redistribute or redisplay these images without our prior written consent. You may not, and these Terms of Use do not give you permission to, reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to the Knoll Web Site. Furthermore, you may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Knoll Web Site or its content.

Furthermore, the following hyperlink contains a list of Knoll, Inc. trademarks and registered trademarks. Our trademarks may not be used by you for any purpose.

13. Termination of Usage

These Terms of Use are in force until terminated by either you or us. You may terminate these Terms of Use solely by discontinuing your use and access to the site. We may terminate these Terms of Use, or suspend your access to all or part of the Knoll Web Site, without notice, for any conduct that we, in our sole discretion, believe is disruptive to the site or is in violation of any applicable law or these Terms of Use. In the event of termination or expiration of these Terms of Use for any reason, the provisions of Sections 2, 5, 6, 7, 8, 12, 13, 14, 15, 16, 17 and 18 shall survive.

14. Indemnification

You agree to indemnify, defend and hold us harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) resulting from your breach of any provision of these Terms of Use and/or any intentional wrongdoing by you. Any such indemnification shall be conditioned on our: (a) immediately notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense at our own cost and expense.

15. Governing Law and Jurisdiction

This site is controlled and operated by us from our offices within the Commonwealth of Pennsylvania, United States of America. Although it may be technically accessed from all 50 states as well as from other countries around the world, you agree that your use of the Knoll Web Site shall be construed to be made from within the Commonwealth of Pennsylvania and you agree that these Terms of Use and your use of the Knoll Web Site shall be governed in all respects by the internal substantive laws of the Commonwealth of Pennsylvania, without regard to conflict of laws provisions. We specifically disclaim the applicability of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act. You further submit to jurisdiction and venue in the state and federal courts located in the Commonwealth of Pennsylvania, Montgomery County and further agree that any cause of action you may bring arising under your use of the Knoll Web Site or any product, service or program purchased by you through the Knoll Web Site shall be brought by you exclusively in a state or federal court located in the Commonwealth of Pennsylvania, Montgomery County.

16. State Specific Legal Notices

Pursuant to California Civil Code Section 1789.3 and California Business and Professions Code Section 17538, residents of California are hereby advised of the following:

Knoll, Inc., located at 1235 Water Street, East Greenville, Pennsylvania 18041, is the provider of the electronic commercial service on this site. Although Knoll, Inc. reserves the right to begin charging for use of all or any portion of this site, currently there are no charges to the consumer imposed by Knoll, Inc. for use of this site, other than the cost of any products purchased on or through the site and any applicable taxes and shipping fees associated with such purchases. These charges appear for each purchase on the web pages relating to each purchase. The purchase rules are contained in these Terms of Use and the KnollShop Selling Policy. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California may be contacted in writing at 400 R. Street, Suite 3090, Sacramento, CA 95814 or by calling 1-800-952-5210.

Upon your request, you may have this Agreement sent to you by e-mail. Please feel free to contact Knoll, Inc. to resolve a complaint regarding any aspect of service relating to this site by writing to the above address, or contacting our customer service department at: 1-877-61-KNOLL.

17. Other General Provisions

No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms of Use between you and us. These Terms of Use are an agreement between you and us and are not intended to be for the benefit of any third party. If any provision of these Terms of Use is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We reserve the right to report any wrongdoing, if we become aware of it, to the applicable government agencies or otherwise. These Terms of Use, and all writings and web pages incorporated by reference into these Terms of Use, set forth the entire understanding and agreement between us with respect to the subject matter hereof.

18. How to Contact Us

    E-mail: customerservice@knollint.com
     
    KNOLL INTERNATIONAL LTD
    91 Goswell Road
    Clerkenwell
    London EC1V 7EX
    United Kingdom

    Tel: +44. (0)20. 7236 6655
    Fax: +44. (0)20. 7248 1744
    Email: uk@knolleurope.com
     

Knoll International Ltd is a United States registered trademark. Here are other United States registered trademarks/servicemarks

    KNOLL
    BARCELONA
    BULLDOG
    CALIBRE
    SABRINA
    SPINNEYBECK
    ORCHESTRA
    EQUITY
    BIG DIPPER
    LITTLE DIPPER
    MAGNUSSON UPTOWN
    MAGNUSSON DOWNTOWN
    MAGNUSSON MIDTOWN
    KNOLL STUDIO
    SURF
    PARACHUTE
    TOOTHPICK CACTUS
    SAGUARO CACTUS
    KNOLL EXTRA
    GOOD DESIGN IS GOOD BUSINESS
    COUNTERFORCE
    PROPELLER
    SALSA
    JR
    BACKPACK
    DISCUS
    CURRENTS
    DIVIDENDS
    FOG
    REFF
    EQUATOR
    LONGITUDE
    0°
    30°W
    30°E
    RPM
    PAPERCLIP
    UPSTART
    A3
    DIVINA
    GIGI
    VISOR


    UNITED STATES PENDING TRADEMARKS/SERVICE MARKS

    The ASYMMETRIC™ Chaise
    AUTOSTRADA
    CECILIA
    JOE
    KREFELD
    LIFE (licensed from Formway)
    OXYGEN

     
KnollShop Selling Policy
This Selling Policy supercedes all previous selling policies relating to sales through KnollShop. Prices, discounts and product offerings are subject to change without notice.

Terms & Conditions of Sales

Sales by Knoll, Inc. ("Seller") of Knoll Product Lines through KnollShop (hereinafter "Products") are made only on the terms which are contained in this Selling Policy. Seller hereby gives notice of its objection to any different or additional terms and conditions. This sale is expressly conditional upon Purchaser's assent to the terms and conditions set forth below. These terms and conditions may be modified or supplemented only by a written document signed by an authorized representative of Seller. These terms and conditions supercede any prior and/or contemporaneous agreements or correspondence between Purchaser and Seller.

Ordering Information

The product pattern number(s) contained on Seller's Order Acknowledgement shall be the final expression of the order.

Order Confirmation

An order is not binding on Seller until Purchaser has received Seller's Order Confirmation or Acknowledgement which may be by electronic means.

Taxes

All sales, use, excise and other taxes applicable to the sale of the Products shall be paid by Purchaser.

Terms of Payment

Payment in full will be charged to a valid credit card number provided by Purchaser and that is accepted by Seller at the time of the order.

Changes and Cancellations

Purchase orders may not be changed in whole or in part. Orders may be cancelled only within 48 hours of receipt by Purchaser of Seller's Order Confirmation or Acknowledgement. All cancellations will be subject to a 25% cancellation charge which will be deducted from Purchaser's refund.

Delivery/Freight Charges

Orders may only be shipped to locations within the 50 United States. All shipments shall be F.O.B. origin, freight prepaid. All methods of delivery, including special shipping methods, handling, or set-up shall be subject to an additional charge to Purchaser.

Packing is included in the price. Packing is tested for rigorous motion and transportation but is not guaranteed to protect Products from conditions over which the Seller has no control.

Seller shall select the appropriate carrier based on shipping method selected by Purchaser.

Claims

Risk of loss passes to the Purchaser at time of shipment.

Purchaser shall inspect all Products upon receipt for visible damage to the Product as well as the packaging. Damage to the packaging alone does not constitute damage to the Product and will not be considered valid for claim purposes. Purchaser must note damage on the carrier's delivery receipt upon delivery and notify Customer Service at 1-877-615-6655 (1-877-61KNOLL). In the event that the delivery is made when the Purchaser is not available to receive it, any damage must be reported to Customer Service within 5 days of receipt. Seller will repair or replace Product damaged in shipment only if the Purchaser has notified Seller of the damage within 5 days of receipt. Seller will be responsible to file any claims with delivering carrier. All Product and packaging must be retained for inspection.

Returns

The return of Products without a valid authorization number from Seller shall not be accepted. To receive authorization for Product return, please call Customer Service at 1-877-615-6655 (1-877-61KNOLL). All Products returned pursuant to a valid authorization shall be subject to a 25% restocking charge. Products not currently offered for sale by Seller shall not be authorized for return. All returned Products must be unused, in original condition and in the original Seller packing cartons. All transportation charges associated with the return are the responsibility of the Purchaser. No refund or credit shall be given for returned Products that are damaged.

Held Orders/Storage

If Purchaser requests that an order be held or delayed, prices and terms and conditions in effect at time of order shall apply. Arrangements for holding/storage will be made directly between the Purchaser and the delivering carrier. Any costs associated with the storage including demurrage, preparation for storage, storage charges and handling shall be billable by the carrier and payable by the Purchaser.

Warranty

Seller warrants to the original Purchaser only that the Products Seller manufactures and sells to Purchaser are free of defects in workmanship and materials during the applicable warranty period set forth below.

Should any failure to conform with this limited warranty appear to a Product listed below during the applicable warranty period from the date of shipment, Seller shall, upon prompt notice, repair or replace, at its option and costs, the affected part of parts.

Product and Period of Warranty

10 Years: Sapper, and Bulldog seating structural and operational parts, controls, casters, pneumatic cylinders (except seating upholstery, finishes and labor, see below)

5 Years: KnollStudio products and KnollExtra adjustable keyboard supports, and SoHo seating structural and operational parts, controls, pneumatic cylinders (except seating upholstery, finishes and labor, see below)

3 Years: For Sapper, Bulldog, and SoHo upholstery, finishes and labor to repair

2 Years: All other KnollExtra products

1 Year: Seating upholstered armpads and gel armpads

This warranty does not apply to:

Damage caused by a carrier other than Seller.
Normal wear and tear or acts or omissions of parties other than Seller (including user modification).
COM or other third party materials applied to Products.
Products not installed by or under the auspices of a certified representative of the Seller.
Dramatic temperature variations or exposure to unusual conditions.
Except as specifically noted above, textiles and upholstery supplied by KnollTextiles (consult current KnollTextiles Price List for applicable warranty).

Natural variations occurring in wood, marble, and leather shall not be considered defects, and the Seller does not guarantee the colorfastness or matching of the colors, grains, textures or surface hardness of such materials. The Seller also does not guarantee the colorfastness of fiberglass panel surfaces.

THE EXPRESS WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND ALL OTHER WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

The remedies provided above are the Purchaser's sole remedies for any failure of Seller to comply with its obligations regarding the Products. Correction of any nonconformity in the manner and for the period of time provided, shall constitute complete fulfillment of all liabilities of Seller, with respect to or arising out of the Product furnished hereunder.

Delay/Force Majeure

Seller shall not be liable for failure to perform or for delay in performance due to fire, flood, strike or other labor difficulty, act of God, act of any governmental authority or of the Purchaser, riot, embargo, fuel or energy shortage, wrecks or delay in transportation, inability to obtain necessary labor, materials or manufacturing facilities from usual sources or failure of suppliers to meet their contractual obligations or due to any cause beyond its reasonable control.

If any such event occurs, Seller may extend delivery date by a period of time necessary to overcome the effect of such delay, allocate available Product or cancel any purchase order.

Compliance with Law

PURCHASER IS SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS, ORDINANCES, REGUALTIONS, RULES, AND STANDARDS RELATING TO THE INSTALLATION, MAINTENANCE, USE AND OPERATION OF THE PRODUCTS.

Limitations of Liability

Seller, its contractors, authorized Dealers and subcontractors or suppliers of any tier shall not be liable to Purchaser for any special, indirect, incidental or consequential damages arising from Products or from a breach of this Agreement.

Purchaser's remedies set forth herein are exclusive and the liability of Seller with respect to the breach of this Agreement or any contract entered into between the parties pursuant hereto shall not exceed the price of the Product(s) or part on which such liability is based.

To the extent that the laws of any jurisdiction do not permit limitations or exclusions of implied warranties, incidental damages and consequential damages, the above limitations may not apply. In such jurisdictions, the above limitations shall be enforced to the greatest extent permitted by applicable law.