TERMS & CONDITIONS

PURCHASE ORDER

TERMS AND CONDITIONS

Updated October 18, 2022

  1. Sale of Goods. Sales by Eagle Eye, LLC ("Eagle Eye"), are governed by these terms and conditions, unless the parties have entered into a mutually executed written agreement stating separately negotiated terms and conditions. A signature by Buyer's authorized employee on a quote shall constitute acceptance by Buyer of these terms and conditions. This is an offer conditioned on Buyer's acceptance of all, and only, these terms. IF BUYER DOES NOT ACCEPT THESE TERMS OF SALE, BUYER SHALL NOT ACCEPT DELIVERY OF THE IMPLICATED GOODS. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON SUCH DOCUMENT ISSUED BY BUYER AT ANY TIME ARE HEREBY OBJECTED TO BY EAGLE EYE, SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON EAGLE EYE. This is the final and complete expression of all terms and conditions of the agreement. Any representations, promises, warranties, or statements that are not contained here are void. These terms and conditions can be modified, waived, or amended only by writing signed by both Buyer and Eagle Eye.

  2. Terms of Payment. Payment is due according to the terms set forth on the order, unless the parties agree in writing to other payment terms. If Buyer fails to pay any sum owed hereunder when due, interest shall accrue to Eagle Eye's credit on such sum at the rate of 1.5% per month or the highest rate allowed by law, whichever is lower. If Eagle Eye, in its sole discretion, finds it  necessary to employ an attorney and/or collection agency to collect any past due sum owed hereunder, it may collect, in addition to any other sum owed hereunder, a reasonable attorney's fee and/or collection agency fee.

  3. Taxes. All sales, excise, or other forms of taxes, including tariffs, levied against this transaction (collectively, "Taxes"), shall be paid by Buyer over and above all other sums Buyer may be or may become obligated to pay here under. Taxes shall at all times be the responsibility of Buyer, whether calculated at the time of Buyer's purchase or upon delivery to Buyer. Buyer 
    acknowledges and agrees to pay all such Taxes passed through to Buyer.

  4. Financial Responsibility. Buyer shall pay cash in advance for all purchases, unless Eagle Eye agrees to full or partial credit terms. Any credit terms offered by Eagle Eye are available only for so long as Buyer complies with all of its obligations under these terms and conditions, including, without limitation, the provisions requiring timely payment of invoices within 
    stated terms. If Eagle Eye shall have any doubt at any time as to Buyer's financial responsibility, Eagle Eye, at its option, either may (a) decline to initiate further shipments except upon receipt of cash in advance or upon giving of other security satisfactory to Eagle Eye, or (b) terminate this sale. Nothing in this paragraph is intended to affect the obligation of Buyer to accept and pay for the goods.

  5. Limited Warranty. Goods are warranted to comply with the warranty and specifications of the original manufacturer or producer of the goods. Should any product sold hereunder be found not to meet the foregoing warranty, Eagle Eye will take such action as is specified in the warranty of the original manufacturer or producer, or, at Eagle Eye's election, make a fair allowance therefor. Written notice of any claim under this warranty must be given to Eagle Eye within the time specified in the warranty of the original manufacturer or producer, and Buyer must afford Eagle Eye a reasonable opportunity to inspect the goods in unaltered condition and evaluate the claims in accordance with procedures specified in the originalmanufacturer's or producer's warranty.  NO WARRANTIES EXTEND BEYOND THE FOREGOING WHICH ARE EXTENDED IN LIEU OF AND TO EXCLUSION OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, AND EAGLE EYE'S SOLE RESPONSIBILITY THEREUNDER IS AS STATED. EAGLE EYE SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, OR FOR ANY AMOUNT IN EXCESS OF THE PRICE FOR THE GOODS INVOLVED, UNDER THE FOREGOING WARRANTY OR ANY OTHER PART OF THIS AGREEMENT. EAGLE EYE EXPRESSLY DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTY THAT A PRODUCT WILL REMAIN MOLD-FREE. BUYER EXPRESSLY UNDERSTANDS AND AGREES THAT EAGLE EYE DOES NOT WARRANT THAT THE SERVICES OR RELATED GOODS ARE FREE OF CLAIMS OF PATENT, TRADEMARK, TRADE SECRET, OR COPYRIGHT INFRINGEMENT BY A THIRD PARTY. EAGLE EYE HEREBY DISCLAIMS ANY SUCH WARRANTIES OR INDEMNIFICATION FOR SUCH INFRINGEMENT(S) OF INTELLECTUAL PROPERTY RIGHTS. NO LICENSES, EXPRESS OR IMPLIED, TO ANY EAGLE EYE INTELLECTUAL PROPERTY ARE GRANTED HEREBY OTHER THAN THOSE THAT ACCOMPANY THE LAWFUL PURCHASE AND SALE TRANSACTION. Buyer agrees to indemnify and hold Eagle Eye harmless from all claims, judgments, liabilities, expenses, or costs arising from Buyer's breach of these terms and conditions of sale and/or acts or omissions.

  6. Remedies. Buyer's remedies shall be limited to, at Eagle Eye's option, either 1) replacement of the goods involved; or, 2) return to Buyer of the purchase price of the goods involved in such breach. UNDER NO CIRCUMSTANCES SHALL EAGLE EYE BE LIABLE TO BUYER OR ANY OTHER PERSON FOR ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES WHICH ARE SUFFERED BY BUYER OR ANY OTHER PERSON WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE. ANY LEGAL ACTION AGAINST EAGLE EYE FOR BREACH OF THESE TERMS OF SALE, INCLUDING ANY WARRANTIES, MUST BE INITIATED IN ACCORDANCE WITH THE PERIOD SPECIFIED IN MANUFACTURER'S WARRANTY REQUIREMENTS.

  7. Title and Risk. Eagle Eye warrants it will convey good and marketable title to the goods. Irrespective of any provisions concerning freight or price, title and risk of loss or damage shall pass to Buyer upon delivery of such goods to any carrier at such goods’ shipping point.

  8. Delivery. Eagle Eye reserves the right to route all shipments and may assist Buyer in processing claims against carriers, without incurring liability therefor. Prices stated “F.O.B. delivered” include costs of transportation to the “consigned to/ship to” location specified in Eagle Eye’s Bill of Lading. Any increase in delivery costs resulting from Buyer’s instructions to the carrier and any extra costs of utilizing substitute methods of delivery, when the intended type of carrier or loading or unloading facilities become unavailable, shall be for Buyer’s account.

  9. Product Protection. To avoid damage, purchased goods must be protected from damage in accordance with manufacturer’s instructions and industry standards during transit, storage, and use, including without limitation, transit to, storage at, and use on a jobsite. 

  10. Safety Data Sheet (SDS). Buyer will familiarize itself with all information and precautions disclosed in safety and health information, including, but not limited to, any SDS, transmitted to Buyer by Eagle Eye, or any information supplied to Buyer by Eagle Eye or otherwise available to Buyer from Eagle Eye at any time. 

  11. Delays. In the event Eagle Eye or manufacturer is unable to ship any of the ordered goods because of fire, flood, windstorm, pandemic, or other act of God, labor or civil disturbance, shortage of raw materials, failure of timely delivery by Eagle Eye’s suppliers, energy or transportation shortages, or any other cause whether or not similar to the causes listed above, beyond Eagle Eye’s reasonable control, Eagle Eye reserves the right to cancel the affected order or any part thereof without any additional liability to Buyer whatsoever other than the return of the amount paid for undelivered goods. In no event shall Eagle Eye be obligated to purchase material from others to enable Eagle Eye to deliver goods to Buyer hereunder. 

  12. Default. Buyer will be in default if (a) Buyer fails to pay to Eagle Eye any amount when due under this agreement, (b) Buyer fails for a period of five days after receiving written notice from Eagle Eye to fulfill or perform any provisions of this agreement (other than the prior provision relating to due date of payments), (c) Buyer becomes insolvent or bankrupt, or a petition therefor is filed voluntarily or involuntarily and not dismissed within 30 days from filing, or (d) Buyer makes a general assignment for the benefit of its creditors, or a receiver is appointed, or a substantial part of Buyer’s assets are attached or seized under legal process and not released within 30 days thereafter. Upon Buyer’s default, Eagle Eye may, at its option, without prejudice to any of its other rights and remedies, and without demand for payments past due, (a) make shipments subject to receipt of cash in advance, (b) terminate this agreement and declare immediately due and payable the obligations of Buyer for products previously shipped, notwithstanding any other provision in these terms and conditions, (c) demand reclamation, and/or (d) suspend any further deliveries until the default is corrected, without releasing Buyer from its obligations under this agreement. In any event, Buyer shall remain liable for all loss and damage sustained by Eagle Eye because of Buyer’s default, including, but not limited to, collection fees, reasonable attorneys’ fees, and interest at the lower of 1.5% per month or the highest amount allowed by applicable law.

  13. Enforceability. If any provision or part of this is determined to be unlawful or unenforceable, then all other provisions or parts not held to be unlawful or unenforceable shall remain effective and in full force.

  14. Governing Law and Venue. All questions with respect to the construction, enforcement, and interpretation of this agreement and the rights and liabilities of the parties hereto shall be determined in accordance with the laws of the State of Colorado, without regard to principles of conflicts of law. The parties unconditionally and irrevocably agree and consent to the exclusive jurisdiction of, and service of process and venue in a court of competent jurisdiction in the State of Colorado, and waive any objection with respect thereto for the purpose of any action, suit or proceeding arising out of, or relating to this agreement, or the transactions contemplated hereby, and further agree not to commence any such action, suit or proceeding except in any such court. Each party irrevocably waives any objections or immunities to jurisdiction to which it may otherwise be entitled or become entitled (including immunity to pre-judgment attachment, post-judgment attachment, and execution) in any legal suit, action, or proceeding against it arising out of, or relating to this agreement, or the transactions contemplated hereby, which is instituted in any such court.