Terms & Conditions
Terms and Conditions of USE
Updated: December, 2016
Welcome to sensitile.com. Sensitile Systems LLC and its affiliates (“Sensitile”) provide website features to you subject to the following terms and conditions. If you visit and/or shop at sensitile.com, you are indicating your acknowledgment and acceptance of these Terms and Conditions of Use and the Terms and Conditions of Sale. Please read them carefully. These Terms and Conditions of Use are subject to change by Sensitile at any time in its discretion. Your use of this site after such changes are implemented constitutes your acknowledgment and acceptance of the changes. In addition, when you use any current or future Sensitile service or business, you will be subject to both this Terms and Conditions of Use agreement and the guidelines and conditions applicable to such service or business.
PRIVACY
Please review our Privacy Policy, which also governs your visit to sensitile.com, to fully understand our practices. Our Privacy Policy is hereby incorporated into the Conditions of Use by this reference.
ELECTRONIC COMMUNICATIONS
When you visit sensitile.com or send e-mails to us, you are communicating with us electronically. By communicating with us, you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
INTELLECTUAL PROPERTY
The material and content accessible from this site, and any other World Wide Web site owned, operated, licensed, or controlled by Sensitile (the “Content”) is the proprietary information of Sensitile or the party that provided the Content to Sensitile, and Sensitile or the party that provided the Content to Sensitile retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of Sensitile, except that you may print out a copy of the Content solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in these Terms of Use violates Sensitile’s intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to this site.
Copyright. All content included on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Sensitile or its content suppliers and protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of Sensitile and protected by U.S. and international copyright laws. All software used on this site is the property of Sensitile or its software suppliers and protected by United States and international copyright laws.
Trademarks. SENSITILE, SENSITILE SYSTEMS, SENSITILE.COM, SCINTILLA, JALI, TERRAZZO LUMINA, SENSITILE TERRAZZO, LUMINA, REFLECTIONS, PIXA, SLANT, INFINITY, WING, CELESTE, ZARI REFLECTIONS, FIN, VAPOR, SPARK, JALI S, JALI ORGANICS, and other graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Sensitile in the United States and other countries. Sensitile’s trademarks and trade dress may not be used in connection with any product or service that is not Sensitile’s, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Sensitile. All other trademarks not owned by Sensitile that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, endorsed or sponsored by Sensitile.
Patents. One or more patents apply to this Site and to the features and services accessible via the Site, including without limitation: U.S. Patent Nos. 7,559,680, 7,529,680, 7,988,324, 7,547,128, 7,422,354, 7,229,203 and all corresponding foreign counterparts.
LIMITED LICENSE AND RESTRICTIONS ON USE
Sensitile grants you a limited license to access and make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Sensitile.
No License for Commercial Sale. This license does not include any resale or commercial use of this site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools.
No Reproduction. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Sensitile.
No Framing. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Sensitile without express written consent.
Metatags. You may not use any metatags or any other “hidden text” utilizing Sensitile’s name or trademarks without the express written consent of Sensitile. Any unauthorized use terminates the permission or license granted by Sensitile.
Linking. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of sensitile.com so long as the link does not portray Sensitile, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Sensitile trademark, logo or other proprietary graphic as part of the link without express written permission.
ACCESS TO THE SITE
To access this site or some of the resources it has to offer, you may be asked to provide certain registration details or other information. It is a condition of your use of this site that all the information you provide on this site will be correct, current, and complete. If Sensitile believes the information you provide is not correct, current, or complete, Sensitile has the right to refuse you access to this site or any of its resources, and to terminate or suspend your access at any time.
Protection of Your Account.
As discussed further in the Privacy Policy, by using this site you agree that you are responsible for maintaining the confidentiality of any account and password belonging to you and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.
Use by Children. As discussed further in the Privacy Policy, Sensitile sells products to adults, who can purchase with a credit card. If you are under 18, you may use sensitile.com only with involvement of a parent or guardian. Sensitile reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.
Security. Any passwords used for this site are for individual use only. You will be responsible for the security of your password. Sensitile will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that Sensitile considers insecure, Sensitile will be entitled to require the password to be changed and/or terminate your account. You are prohibited from using any services or facilities provided in connection with this site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Sensitile reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. Sensitile reserves the right to investigate suspected violations of these Terms of Use.
Cooperating with Authorities. Sensitile reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Sensitile to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms and Conditions of Use. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS SENSITILE FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SENSITILE DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SENSITILE OR LAW ENFORCEMENT AUTHORITIES.
REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT
Nature of Content.
Visitors to sensitile.com may post reviews, comments, and other content; send communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.”
Sensitile reserves the right to monitor use of this site to determine compliance with these Terms and Conditions of Use, as well the right to remove or refuse any information for any reason. Notwithstanding these rights, you remain solely responsible for the content of your submissions. You acknowledge and agree that neither Sensitile nor any third party that provides Content to Sensitile will assume or have any liability for any action or inaction by Sensitile or such third party with respect to any submission.
False Information.
You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of content. Sensitile reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.
Rights Granted. If you do post content or submit material, and unless we indicate otherwise, you grant Sensitile a nonexclusive, royalty-free, perpetual, irrevocable, worldwide, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Sensitile and sublicensees the right to use the name that you submit in connection with such content, if they choose. Sensitile will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Sensitile operations. Sensitile will treat any personal information that you submit through this site in accordance with its Privacy Policy.
Rights Owned. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Sensitile for all claims resulting from content you supply. Sensitile has the right but not the obligation to monitor and edit or remove any activity or content. Sensitile takes no responsibility and assumes no liability for any content posted by you or any third party.
Copyright Complaints. Sensitile and its affiliates respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us via the information provided below.
TERMS AND CONDITIONS OF SALE
Sales of all Sensitile’s products, including any online sales at Sensitile.com, are governed exclusively by our Terms and Conditions of Sale.
PRODUCT DESCRIPTIONS
Sensitile attempts to be as accurate as possible. However, Sensitile makes no warranties that the product descriptions and any other content of this site are accurate, complete, reliable, current, or error-free. If a product offered by Sensitile itself is not as described, your sole remedy is to return it in unused condition.
DISCLAIMER OF WARRANTIES
You understand that Sensitile cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this site for the reconstruction of any lost data Sensitile does not assume any responsibility or risk for your use of the Internet.
The Content is not necessarily complete and up-to-date and should not be used to replace any written reports, statements, or notices provided by Sensitile. Investors, borrowers, and other persons should use the content of this site in the same manner as any other educational medium and should not rely on the content of this site to the exclusion of their own professional judgment. Information obtained by using this site is not exhaustive and does not cover all issues, topics, or facts that may be relevant to your goals.
THIS SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE PROVIDED BY SENSITILE ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. SENSITILE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, SENSITILE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SENSITILE DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM SENSITILE.COM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SENSITILE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
SENSITILE DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SENSITILE DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND SENSITILE MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT SENSITILE, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. SENSITILE MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.
All of the information in this site, whether historical in nature or forward-looking, speaks only as of the date the information is posted on this site, and Sensitile does not undertake any obligation to update such information after it is posted or to remove such information from this site if it is not, or is no longer, accurate or complete.
LIMITATION ON LIABILITY
SENSITILE, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF SENSITILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY SENSITILE AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO SENSITILE FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE.
INDEMNITY
You will indemnify and hold Sensitile its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of these Terms and Conditions of Use by you, including any use of Content other than as expressly authorized in these Terms and Conditions of Use. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this site.
APPLICABLE LAW
By visiting sensitile.com, you agree that the laws of the State of Michigan, without regard to principles of conflict of laws, will govern these Terms and Conditions of Use and any dispute of any sort that might arise between you and Sensitile. Any action seeking legal or equitable relief arising out of or relating to sensitile.com will be brought only in the courts of the State of Michigan or the United States District Court for the Eastern District of Michigan.
SITE POLICIES, MODIFICATION, AND SEVERABILITY
Please review our other policies posted on this site. These policies also govern your visit to sensitile.com. We reserve the right to make changes to our site, policies, and these Terms and Conditions of Use at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.
CONTACT US
Any questions you may have regarding our Terms and Conditions of Use should be directed via email to info@sensitile.com, or via telephone at +1 (313)872-6314. You can also write us at:
Sensitile Systems
1735 Holmes Rd.
Ypsilanti, MI, 48198 USA
## Terms and Conditions of SALE
Updated: December, 2016
ABOUT SENSITILE
Sensitile Systems, LLC (“Sensitile”) designs and manufactures proprietary, custom products that manipulate light to respond to movement, shadow and color (“Products”) and provides consulting services relating to its products (“Services”). Sensitile works with architects, designers, general contractors, and users of its Products.
CONTRACT FOR THE SALE OF GOODS AND SERVICES
These Terms and Conditions, combined with a completed quote accepted by Sensitile (Schedule A) (the “Quote”), establish the entire contract between Sensitile and the business ordering Products or Services (“Customer”) and supersedes all prior or contemporaneous writings, promises or understandings. It may be amended only by a writing signed by representatives of the parties authorized to enter into this Agreement and identified as an Amendment.
PROHIBITION AGAINST COUNTERFEITING
The Products are protected by patent, trademark, and trade secret. Products are provided solely for use by Sensitile Customers or end users, as defined below. Customers (whether a fabricator of technology, end user, architect, designer, manufacturer, or other person/company requesting the Products) may not use Sensitile Products other than in accordance with these Terms and Conditions. Customer will not use the Products or Services to reverse engineer, duplicate, deconstruct, test, examine by machine, or use to design or create material similar to any Products.
INTELLECTUAL PROPERTY RIGHTS
Sensitile retains all intellectual property rights in and to all designs, engineering details, specifications, trademarks, knowhow, trade secrets, and data and materials pertaining to all Products and Services. Neither Customer or end user will use the trademarks “Sensitile,” Sensitile Systems, “Jali,” “Volatile,” “Scintilla,” “Slant,” the Sensitile Logo, or any other Sensitile trademark to identify any Products or Service other than the authentic Product manufactured, or Service rendered, by Sensitile. No license is granted to Customer pursuant to these Terms of Service.
ORDERS; FEES
The Customer accepts the terms of the Quote by any of the following actions: (a) signing the Quote and sending the signed Quote to Sensitile, (b) issuing a purchase order to Sensitile in response to a Quote, (c) paying against a Sensitile invoice or in accordance with the Quote, and/or (d) accepting Sensitile Products or Services. Prices quoted to Customer are subject to change if a Quote is not accepted within thirty (30) days of the date on the Quote.
The Quote will contain, as appropriate for each Order, a line item breakdown of the costs and details (as appropriate) related to the Products or Services to be provided to Customer. Customer shall pay any costs, fees, or expenses attributable to changes to the Order requested by Customer, request for delivery to a different address, request for repair or replacement of Products damaged by Customer, or any other reason other than delivery by Sensitile of conforming Products.
Customer shall pay any price increases for raw materials and components charged to Sensitile by its suppliers prior to delivery of the Products, so long as such increases do not exceed twenty percent (20%) of the original price of the Order.
Unless otherwise stated in the Order, Customer shall pay in full for all Orders prior to shipment. Customer shall pay a deposit of fifty percent (50%) for all Orders within five (5) days of accepting an Order, with the balance due and payable prior to shipment. Customer’s failure to completely pay for an Order before shipment shall prevent shipment of the Order and Sensitile shall not be in breach of this Contract for delaying the shipment of an Order due to the failure of Customer to fully pay the balance of any Order.
Sensitile’s Products are unique, and require specialized knowledge for the proper shipping, handling, installation, use, repair, and care. Customer is solely responsible for reviewing and complying with Product information and installation instructions provided by Sensitile (“Product Materials”).
CHANGE ORDERS/“RUSH” DELIVERY
If a Customer requires a change to an accepted Order, Customer and Sensitile will execute a change order (“Change Order”). Change Order requests (including a request for “rush” order or delivery), will be accepted by Sensitile in its sole discretion. No Change Order is effective until signed by Sensitile. Each Change Order shall be subject to a fee in addition to the additional fees and expenses associated with the requested change. Payment of fees for Change Orders is due upon signing of the Change Order by Customer.
For any non-expedited Order cancelled by Customer, in whole or in part, Customer may be refunded a portion of their deposit less such costs and fees incurred by Sensitile in connection with the Order. Such fees and costs will be directly proportionate to the duration of production time that has elapsed since the Order was placed.
For any “rush” Order cancelled by Customer, in whole or in part, more than forty-eight (48) hours after the Order is placed, no portion of the deposit made to Sensitile will be refunded.
STORAGE FEES
If Sensitile is required to store completed or partially completed Orders for Customer for more than ten (10) days after notification by Sensitile to the Customer of Order completion, Customer shall pay Sensitile’s then-current daily storage charges. Sensitile is free to cancel an Order, without recourse from Customer, and resell any Products stored in excess of thirty (30) days. In the event Sensitile elects to resell the Products, Customer shall be liable for any deficiency between the resale price received by Sensitile and the initial Order price with Customer, in addition to any other accrued fees.
SHIPPING AND DELIVERY; RISK OF LOSS
The method of shipment and delivery for Customer’s Order is identified in the Order. When Sensitile makes shipping arrangements, the price for the shipment of the Order is included in Schedule A. The shipment is insured to its invoiced value. Sensitile bears the risk of loss or damage during transit and title transfer occurs at the delivery location.
If the Customer picks up or assigns a third party carrier, in its sole discretion, to pick-up the Products detailed in the Order, Sensitile will assist the Customer by providing shipment dimensions, weight, and both the time and date the shipment will be available for pick-up by Customer or carrier. Document preparation and arrangements to pick-up the Product is the sole responsibility of the Customer. Customer must inform Sensitile of its shipping arrangements. Sensitile will not release a shipment to a third party without notice from the Customer. When the Customer makes shipping arrangements, title transfer occurs at Sensitile’s dock and the Customer bears risk of loss or damage during transit. Sales Tax will be assessed on the Order if a resale certificate or other documents requested by Sensitile are not provided by the Customer. This is payable in full before the Order can be released.
Sensitile shall not be in breach of this Contract for delay in delivery resulting from the conduct of a third party, including its suppliers, shippers, and exporters.
PRODUCT ACCEPTANCE; EXCLUSIVE REMEDY
For shipments received with visible signs of damage:
The Customer is responsible for maintaining documentation of delivery of Products and the state of packaging upon delivery. If Customer determines that the Product or its packaging is damaged at the time of receipt, upon receipt it must document such damage with photographs and narrative detail, and send to Shipping@sensitile.com and retain the crate, packaging and damaged material until further notice to present for insurance inspection. The Customer may also refuse the delivery and immediately report such refusal to Shipping@Sensitile.com. Any damage claims made after twenty-four (24) hours of delivery are null and void.
For shipments received without visible signs of damage:
Customer shall have one (1) business days from the date of delivery to inspect all Products received for damage. Products are deemed to have been delivered without damage unless, within that one (1) business day period, Customer notifies Sensitile in writing that the Products were received damaged and provides Sensitile with documentation of such damage.
All notices that any Product is damaged should be sent to Production@sensitile.com. All notices should include the Customer’s name and contact information, the Order number, the specific Product that the Customer believes is damaged, and proof of the defect (photograph and narrative).
Sensitile may, in its sole discretion: (i) replace any damaged Products, (ii) reach an agreement with Customer as to a price adjustment, or (iii) terminate the Order and refund the purchase price paid by Customer for the Product that is damaged. These remedies are Customer’s sole and exclusive remedies in the event of the delivery of damaged Products.
Non-Conforming Product Claims:
Customer shall have five (5) days from the date of delivery to inspect all Products received for non-conformance with the specifications. If a Product is non-conforming, the Customer must immediately notify Sensitile in writing that (i) the Products received are non-conforming, and (ii) provides Sensitile with documentation of the non-conformance. Products are deemed “Accepted” upon the earlier to occur of: (a) five (5) days after receipt by Customer or (b) any installation or attempted installation of the Products or material modification to the Products. Once the Customer attempts to install the Products, Sensitile is not required to take any action regarding an alleged non-conformance.
All notices that any Product is non-conforming should be sent to Production@sensitile.com. All notices should include the Customer’s name and contact information, the Order number, the specific Product that the Customer believes is defective or non-conforming, proof of the non-conformance (photograph and narrative), and a reasonably descriptive statement of the non-conformance.
In the event the non-conformance substantially and materially impairs the use of the Product, Sensitile may, in Sensitile’s sole discretion: (i) remedy any nonconformance with conforming Products, (ii) reach an agreement with Customer as to a price adjustment, or (iii) terminate the Order and refund the purchase price paid by Customer for the Product that is non-conforming. These remedies are Customer’s sole and exclusive remedies in the event of the delivery of non-conforming Products.
PRODUCT LIMITED WARRANTY; EXCLUSIVE REMEDY
Sensitile warrants that, for a period of one (1) year from the date of delivery (“Warranty Period”), the Products shall be free from material defects when used in accordance with Product information and materials. This warranty shall not apply where (i) Products are used in a manner not recommended by Sensitile, in the Sensitile materials or otherwise, (ii) damage caused by Customer, including improper use, handling, installation, transportation, storage, exposure to temperature variations or used in proximity to chemicals or other compounds, or (iii) other cause not inherent in the Product. Failure by the Customer to give written notice of claim within the Warranty Period and to provide documentation of such nonconformance shall be deemed an absolute and unconditional waiver of Customer’s warranty claim.
Customer shall submit any warranty claim to Sensitile in writing by sending a notice to Production@sensitile.com. All notices shall include the Customer’s name and contact information, Order information, proof of the claim (photograph and narrative), and a reasonably descriptive statement of the warranty issue. Where Sensitile’s inspection of such reported warranty claim discloses that the claim is within the Warranty Period and not otherwise barred, Sensitile may, in its sole discretion: (i) remedy any nonconformance with the applicable Product(s), (ii) reach an agreement with Customer as to a price adjustment, or (iii) refund the purchase price paid by Customer for the Product that is defective. These remedies are the sole and exclusive remedies in the event of a breach of warranty.
Due to the specialized nature of Sensitile’s Products, variations in color, shade, flow, grain, tonality, crazing, veining, texture, facial dimensions, thickness and slight bubbling are inherent characteristics thereof and are not defects. No warranties are made against crazing, scratching or wear and tear.
THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED BY SENSITILE AND WAIVED BY CUSTOMER. SENSITILE DOES NOT REPRESENT OR WARRANT THE PERFORMANCE OF THE PRODUCT IN CONNECTION WITH OTHER PRODUCTS OR AS INTEGRATED INTO ANY SPECIFIC ENVIRONMENT.
TIME FOR BRINGING CLAIM
Neither party may bring any action, regardless of form, in connection with the Products, Services or any Order, more than one (1) year from the date of delivery of an Order.
LIMITATION OF LIABILITY FOR DAMAGES
NOTWITHSTANDING ANYTHING IN THIS CONTRACT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THE OBLIGATIONS UNDER THIS CONTRACT. THE TERM “CONSEQUENTIAL DAMAGES” SHALL INCLUDE, BUT NOT BE LIMITED TO, LOST PROFITS, LOSS OF USE, LOST REVENUE, AND COST OF CAPITAL.
THE PARTIES AGREE THAT THE TOTAL DAMAGES THAT CAN BE AWARDED IN ANY CLAIM BY CUSTOMER RELATING TO SENSITILE’S OBLIGATIONS UNDER THIS CONTRACT (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED THE TOTAL OF AMOUNTS PAID BY CUSTOMER TO SENSITILE UNDER THE CONTRACT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE ABOVE LIMITATIONS ON LIABILITY IS A MATERIAL PROVISION OF THE CONTRACT.
FORCE MAJEURE
Neither party shall be liable if its performance is delayed, made impossible, or commercially impracticable due to acts of God, war, riot, fire, labor trouble, unavailability of materials or components, explosion, breakdown or accident, delay in transportation, plant shutdown, compliance with governmental requests, laws, regulations, order or actions, unforeseen circumstances, or causes beyond such party’s reasonable control.
GOVERNING LAW, JURISDICTION AND VENUE
The Contract shall be governed by and construed in accordance with the laws of the State of Michigan without reference to the choice of law principles thereof. Both the Convention on Contracts for the International Sale of Goods and the terms of the Uniform Commercial Code, as adopted in any jurisdiction, are expressly excluded. Each party irrevocably submits to the jurisdiction of the Courts of the State of Michigan and the United States District Court for the Eastern District of Michigan and hereby waives any claim of lack of personal jurisdiction, challenge to venue, or forum non conveniens.
CONTACT US
Any questions you may have regarding our Terms and Conditions of Sale should be directed via email to info@sensitile.com, or via telephone at +1 (313)872-6314. You can also write us at:
Sensitile Systems
1735 Holmes Rd.
Ypsilanti, MI, 48198, USA
