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Terms and Conditions

1. ACCEPTANCE. The terms and conditions contained herein constitute the terms and conditions upon which the Ironsite family of companies, including Automated Gate Services, Inc., Westcoast Gate & Entry, LLC,  Sloan Security Group, LLC and any of their parent, subsidiary, and/or affiliate entities (collectively or individually, the “Seller”) shall supply and install automated gate and perimeter security products and services to the buyer (“Buyer”). These terms and conditions apply to all quotations, acknowledgments, invoices submitted by Seller for the sale of products and/or services, to all related purchase orders, order releases and/or similar documents received by seller for the purchase of products and/or services, and to all products and/or services sold by Seller, except as otherwise specifically provided in a document issued by Seller. Seller’s quotation, including (a) these terms and conditions (the “Terms”), and (b) any documents (such as drawings or other specifications) expressly and to the extent incorporated by reference therein, are referred to herein as the “Agreement”. Buyer accepts the Terms and Agreement by: (a) executing a separate proposal with Seller, (b) delivering a purchase order for goods and/or services with quantities and delivery dates acceptable to Seller; (c) accepting delivery of the products and/or commencement of the services; or (d) paying the price for the goods and/or services, whether or not prior to delivery or commencement, as agreed to by the parties and/or set forth in the purchase order, quote or invoice, whichever of those four acceptance methods comes first. Any counteroffer or proposed addition to or supplement of, or any material variance from, the material terms and conditions of this Agreement, whether oral or written, are hereby expressly objected to, and rejected. THE TERMS OF THIS AGREEMENT ARE EXCLUSIVE.

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2. ORDERS, SPECIFICATIONS, AND RIGHT TO SUBSTITUTE. All goods are offered for sale subject to availability and subject to Seller’s acceptance of the order. Seller reserves the right to reject any order for goods or services without the obligation to assign any reason for so doing. No order shall be deemed accepted by Seller unless and until Seller confirms the order in an order confirmation. Seller reserves the right to substitute parts and equipment that Seller considers to be “or equal” in quality and effect unless specifically stated “no substitutions.”

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3. PRICING. All rates and prices for goods and services specified shall be valid for thirty (30) days unless otherwise stated in writing by Seller, and are exclusive of any present or future federal, state, local, or other taxes, transportation, or insurance charges, tariffs and other government imposed charges that may be levied on component or materials included in or that comprise the products, as well as any  prevailing wages to the extent applicable. Any applicable taxes shall be added to the invoice and paid by Buyer unless Buyer provides Seller with a valid exemption certificate acceptable to Seller and the appropriate taxing authorities. Any and all bond costs are not included in the pricing; Seller’s rate is three percent (3%). Unless otherwise advised by Seller, orders calling for future delivery shall be billed at prices in effect at the time the order is placed. Unless otherwise stated, different products on an order may not be combined to obtain quantity pricing.

 

The quoted price (“Quote Price”) is in U.S. Dollars, is offered for acceptance within three (3) days from the date set forth on the Quote, and is subject to the following conditions:

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  1. The Quote Price may be increased without notice by Seller an amount equal to any tax Seller may be required to  collect or pay on the sale;

  2. The Quote Price may be increased as a result of Buyer’s requested changes in the goods or services or changes in the  production schedule;

  3. Where applicable, Seller may add to the Quote Price, and Buyer agrees to pay, additional costs incurred by Seller made necessary by incomplete or inaccurate information supplied by Buyer; and

  4. Due to the current volatility in material supply and costs, the Quote Price is subject to change without notice, even after the acceptance of this Quote by Buyer. Verification of the Quote Price by Buyer is required before Buyer places an order.

 

Due to increased volatility in raw and finished material markets, Buyer will be responsible for additional charges related to cost increases due to any delays in procurement, including delays due to project timeline changes, submittal approval, design and re- design, site readiness, or any other factors outside the control of Seller.

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4. TERMS OF PAYMENT. All orders are subject to approval by Seller, and Seller may require that Buyers make partial or full payments in advance of shipment or on delivery. Unless otherwise expressly stated on the face hereof, terms of payment are cash in United States dollars and are due and payable to Seller in full within thirty (30) days after the date of invoice. Buyer agrees to pay interest on all accounts outstanding for more than thirty (30) days at the maximum rate permitted by California law. In the event of any default by Buyer, Buyer agrees to pay reasonable expenses of Seller including, without limitation, reasonable attorneys’ fees incurred by Seller for collection of any indebtedness created hereby. Only Seller’s repair services—and not Seller’s installation services or products—are permitted to be paid by Buyer with a credit card. Seller reserves the right to amend its credit card policy at any time. For any such payment by credit card, a convenience fee will apply to each credit card transaction over $1,500.00. Buyer shall not be entitled to deduct, counterclaim or set off against the price of products and/or services, or against any other amount owing under the Agreement including under any invoice, any claim or alleged claim arising out of the Agreement or any other transaction with Seller. Seller shall have the right to stop delivery and/or installation if Buyer is in arrears with payment. The parties agree that a failure to pay for an installment within the time for payment is an anticipatory material breach of other installments by Buyer.

 

5. DEPOSIT FEES. A deposit is due upon the acceptance of the quote.

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  • Residential: 10% down, 50% due when materials are delivered to the job site, balance due upon completion.

  • Commercial: 50% down, balance on completion or zero down, balance on completion on approved credit.

 

6. EXCLUSIONS. Unless specifically stated in this Agreement, the goods and/or services of this Agreement do not include any of the following or the costs thereof: (a) building permits and fees, testing, engineering, and surveying; (b) clearing, grubbing, grading, removal of soils, shrubs and plants; (c) removal of existing equipment, fences and gates; and (d) site plans or shop drawings. Assistance with municipality  reviews, plans, and permits will be made available upon request, at Buyer’s additional expense. Additionally, Seller is not responsible for any underground utilities, sprinkler lines, or other unforeseen conditions. Identification, removal, or relocation of underground utilities, irrigation lines, or obstructions may be required from third parties, prior to Seller’s mobilization of services. Telephone, communication, electrical power, control wiring, and conduit, including trenching and backfilling, to and between equipment, may also be required of third parties prior to Seller’s mobilization of services, unless otherwise specifically stated in writing by Seller. To the extent necessary, any required closures of roadway(s) to other traffic, or any other access points of ingress or egress, shall be arranged with third parties during construction. Any proposal from Seller is subject to a site inspection by Seller and is subject to change at Seller’s sole and absolute discretion as a result of any inspection findings.

 

7. WARRANTY OF AUTHORITY. Buyer warrants and represents to the Seller that they are the owner and/or legal possessor of the premises to which Seller’s equipment and/or services shall be furnished or bestowed and that Buyer is authorized to order the service or equipment herein, and agrees to hold Seller harmless from any loss or liability from any action or claim by third persons relating to such premises as affects Seller’s equipment or services thereon or to the ordering of Seller’s services or equipment.

 

8. PROPERTY CONDITIONS. Buyer is responsible for promptly and completely establishing, clearing, and properly staking or otherwise defining all property lines. Buyer is also responsible for compliance with all applicable laws, building codes, and community rules and regulations.

 

9. ADDITIONAL WORK. Additional wiring or conduit work may be required and if so, shall be at Buyer’s additional cost. Seller cannot guarantee that existing electrical panels, circuits, wiring, breakers, relays, and the like have sufficient capacity or size to handle the additional work required to upgrade existing electrical service. Buyer will be advised and will be required to authorize (or provide) any changes before Seller’s work is completed.

 

10. REPAIRS. If the Agreement includes repairs, Seller will return all identified items to proper working order and replace defective parts as needed to effect repairs subject to the Limited Warranty outlined herein. Replacement parts may be new, used, reconditioned, or remanufactured.

 

11. FORCE MAJEURE. Seller shall not be liable for any loss, damage, delays, changes in shipment schedules, or failure to deliver caused by accident, fire, strike, riot, civil commotion, insurrection, war, the elements, embargo, failure of the carrier, inability to obtain transportation facilities, government regulations and/or requirements, acts of God or public enemy, prior orders from others or limitations on Seller’s or its suppliers’ products or marketing activities, any interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services, or any other cause or contingency beyond Seller’s control.

 

12. PROGRAMMING AND SOFTWARE. Where required by the equipment, Seller will demonstrate how to program and/or provide input regarding Seller’s software, user identifications, codes, changes, and the like. Seller is not responsible to set up, program, or maintain Buyer’s personal or other gate-related system(s) for all users (i.e., gate-related software or systems for all users’ cell phones, computers, and/or other additional software or systems).

 

13. SAFETY EQUIPMENT UPGRADING. Seller shall not be responsible for the failure of Buyer to upgrade its gate, gate system, gate protocols, or gate maintenance to meet current safety standards. Because of the danger from motorized gates, Buyer should be aware of (a) all safety equipment which is on-site and (b) all safety equipment which may be available. Some newer electric gate systems have certain built-in safety features, but older systems do not. It may be in the best interest of Buyer to upgrade its system with all of the safety options mentioned below, and others which may be identified by its liability insurance carrier. Seller recommends that Buyer has included extensive safety options in Buyer’s gate system, such as the following: (a) safety loops to detect vehicles in the vicinity of the gates; (b) expanded metal mesh to limit children from “riding on” or “reaching through” the gates; (c) photoelectric eyes to detect pedestrians in the vicinity of the gate; (d) gate safety edge sensors and transmitters to detect gate edge impacts and impacts on the supporting gate frameworks; (e) alarm lights, audible warnings, and reflective warning tape; and (f) safety warning signs.

 

WARNING

 

ELECTRIC-OPERATED GATES ARE EXTREMELY DANGEROUS. THEY CAN CAUSE SERIOUS INJURY OR DEATH IF NOT OPERATED CORRECTLY AND SAFELY. THEY SHOULD NEVER BE OPERATED BY CHILDREN OR WHEN CHILDREN ARE NEAR THE GATES, AND THEY SHOULD NEVER BE OPERATED WITHOUT ALL THE SAFETY DEVICES IN PLACE AND OPERATING. ELECTRIC GATES SHOULD NEVER BE OPENED OR CLOSED WITHOUT A CLEAR AND UNOBSTRUCTED VIEW OF THE GATE AND THE SURROUNDING AREA.

 

14. NO SAFETY GUARANTEE IS PROVIDED BY SELLER. To the maximum extent permitted by applicable law, Seller shall not be responsible for any damage to vehicles or property, or injury or death to persons resulting from failed, faulty, removed (including equipment removed by Seller for repair), or inoperative equipment, including safety equipment. Seller shall not be responsible for anticipating, advising, or correcting all the possible ways an individual, adult, or child can circumvent safety equipment or for safety equipment that has not been installed or purchased by Buyer, its customers, owners, operators, or tenants.

 

15. CONSENT TO LIEN. Buyer acknowledges, agrees, and consents to Seller, in its absolute discretion, recording and/or filing a claim of lien (mechanic’s or otherwise) in accordance with applicable and governing statute and/or ordinance for the goods and services that Seller provides to Buyer; provided that, Seller complies with all requirements of the applicable and governing statute and/or ordinance when recording and/or filing the claim of lien. 

 

16. LIMITED WARRANTY. All statements, technical information, and recommendations concerning third-party products sold or samples provided by Seller are based upon information provided by the manufacturer of such products and do not constitute a Seller guarantee or warranty. Seller makes no representations, warranties, covenants, or guarantees of any kind, express or implied, as to the quality, suitability, accuracy, or completeness of any information, content, service, or merchandise provided through Seller’s website or marketing materials. All products are sold with the understanding that Buyer has independently determined the suitability of such products for its purposes. Seller’s repair services are warranted to be free from defects in workmanship and material for a period of ninety (90) days from the date of repair. Commencing from the date of purchase, new equipment installations by Seller are warranted for a period of one (1) year. Additionally, new equipment exclusively fabricated by Seller shall be warranted for a period of one (1) year to be free from defects in workmanship. Should any failure to conform to this warranty appear within the warranty period, Seller shall, upon notification thereof and substantiation that the product was maintained in accordance with Seller’s standards, correct such defects, at no additional charge, provided, however, if Seller determines that a repair or replacement is not commercially practical, Seller shall issue a credit in favor of Buyer in an amount not to exceed the Buyer’s purchase price of the product. This limited warranty is further subject to the condition that Buyer notifies Seller of any evident defects in material or workmanship immediately after it is known that an issue or problem exists within a reasonable time frame. Seller shall have no liability with respect to any recommendations or instructions as to handling, use, or disposal of any goods, including its use alone or in combination with other products, or as to any apparatus or process for the use of any of Seller’s goods. Warranty work outlined in this section shall only be performed during normal business hours.

 

  • Equipment manufacturers offer their own warranty on new equipment sold or installed by Seller. Any such manufacturer’s warranty will be passed on to Buyer and generally apply when the equipment or parts are returned to the manufacturer for repair.

  • The labor used to remove and re-install the equipment may not be covered, and if Seller provides this labor, there may be a charge to Buyer. Consumable items, including without limitation, batteries, roller guides, and gate wheels are also not covered by Seller’s Limited Warranty.

 

Seller’s Warranty does not apply to the conditions listed below, and in the event, the Buyer calls Seller for service under the Warranty, and upon inspection by Seller’s representative it is found that one of these conditions has led to the inoperability or apparent failure of the system, a charge will be made for the service call by the Seller’s representative regardless of whether or not they actually work on the system. Should it be necessary to make repairs to the system due to one of the conditions not covered by the Warranty, a charge will be made for such work at Seller’s then applicable rates of labor and material.

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Conditions not Covered by Warranty:

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  1. Damage resulting from accidents, acts of God, alteration, rodents, water, vandalism, misuse, tampering, abuse, lack of maintenance, unauthorized modification, or service by others.

  2. Failure of Buyer to properly follow operating instructions provided by the Seller at the time of installation; or to properly instruct its patrons, invitees, guests, licensees, and/or tenants of proper operating instructions, or Buyer’s actual or suffering of removal of Seller’s caution or other warning signs furnished by the Seller.

 

DISCLAIMER

 

THE FOREGOING LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHER WARRANTY OF QUALITY, WHETHER EXPRESSED OR IMPLIED. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY LOSS OF USE, REVENUE OR ANTIICPATED PROFITS, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONTINGENT, PUNITIVE, OR CONSEQUENTIAL DAMAGES AND THE FOREGOING LIMITED WARRANTY SHALL BE BUYER’S SOLE REMEDY FOR ANY BREACH OF WARRANTY. BUYER, IN FURNISHING SPECIFICATIONS TO SELLER, AGREES TO HOLD SELLER HARMLESS AGAINST ANY CLAIMS BY WAY OF INFRINGEMENT OR THE LIKE WHICH ARISE OUT OF COMPLIANCE WITH THE SPECIFICATIONS.

 

17. LIMITATION OF LIABILITY. The remedies of Buyer set forth above under “Limited Warranty” are the sole and exclusive remedies of Buyer relating to the products and services purchased from Seller hereunder. The total liability of Seller with respect to any contract/Agreement, or anything done in connection therewith such as the performance or breach hereof, or from the manufacture, sale, delivery, resale, installation, or use of any products, whether arising out of contract, negligence, strict tort, or under any warranty, or otherwise shall not exceed the purchase price of the services or goods/products upon which liability is based. Buyer shall indemnify Seller against any and all losses, damages, and expenses including attorneys’ fees and other costs that Seller may sustain in defending any action based upon any claim of negligence, breach of implied warranty, or similar claim arising directly or indirectly from the act, omission, or negligence of Buyer in connection with or arising out of the use, operation, replacement, or repair of any product described hereunder and sold by Seller to Buyer. There is no guarantee as to when equipment repaired by Seller will return to a fully operational condition. Seller shall not be liable for any liability, breach of security, loss, or damage resulting from malfunctioning equipment or from equipment that has been removed for repair, and Buyer shall at all times be responsible for securing the gate(s) and premises and protecting against any loss or injury that may result from removed or otherwise absent equipment or parts. Buyer is responsible for ensuring that all track-guided and swing gates are free of obstructions, debris, and damage that will interfere with the gate operation.

 

The damages to Seller arising from or relating to the products and services or a subcontractor’s work or in connection with the Agreement shall be limited as specified in this section, regardless of whether any such liability may be based on statute, contract, guarantee, warranty, professional liability, fault, negligence (in whole or in part), strict liability or otherwise. Buyer hereby releases Seller from any liability in excess of the amounts respectively specified. The Seller shall not be responsible to the Buyer for the obligations, services, functions performed, acts, or defaults of any subcontractors or of such subcontractors’ officers, agents, and employees, each of whom shall for this purpose be deemed the agent or employee of the subcontractor to the extent of its subcontract.

 

18. INDEMNIFICATION. Buyer agrees to indemnify and hold Seller harmless from any and all claims, demands, actions, and proceedings related to Seller’s performance of services hereunder, except to the extent caused by Seller’s gross negligence or willful misconduct.

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29. RIGHT TO CANCEL. To the extent Buyer is a residential customer covered under the Home Solicitation Sales Act of California, Buyer has the right to cancel any proposal within three (3) business days. Buyer may cancel by mailing, e-mailing, faxing, or delivering a written notice to Seller at Seller’s place of business by midnight of the third business day after Buyer received a signed and dated copy of the Agreement that includes this notice. In such instance, Buyer shall include Buyer’s name, address, and the date Buyer received the signed copy of the Agreement and this notice. If Buyer cancels this Agreement, Seller must return to Buyer anything Buyer paid within ten (10) days of receiving the notice of cancellation. Buyer must make available to Seller at Buyer’s residence, in substantially as good condition as Buyer received it, any goods delivered to Buyer under this contract or sale. Alternatively, Buyer may, at Buyer’s discretion, comply with Seller’s instructions on how to return the goods at Seller’s expense and risk. If Buyer makes the goods available to Seller and Seller does not pick them up within twenty (20) days of the date of Buyer’s notice of cancellation, Buyer may keep them without any further obligation. If Buyer fails to make the goods available to Seller, or if Buyer agrees to return the goods available to Seller and fails to do so, then Buyer remains liable for performance of all obligations under this Agreement.

 

20. REMEDIES. If Buyer fails, with or without cause, to furnish Seller with instructions for, or refuses to accept deliveries of, any of the goods and/or services sold under the Agreement, or makes any false representations to Seller, or is otherwise in default under or repudiates all or any part of the Agreement or any other agreement with Seller, or advises Seller that it will default in the performance of any of its obligations, or fails to pay when due any invoice under the Agreement or any other agreement with Seller, or if any action is started by or against Buyer seeking the appointment of a trustee or receiver or the entry of an order for debtor's relief for Buyer, then, in addition to any and all remedies allowed by law, Seller, without notice: (1) may bill and declare due and payable all undelivered goods under the Agreement and/or any other agreement between Seller and Buyer and/or (2) may cease performance of its obligations and defer shipment under the Agreement and/or any other agreement between Buyer and Seller until such default, breach or repudiation is removed, (3) may rescind any quotations relating to the goods and/or services, (4) may recover goods in transit or delivered, retrieve delivered goods, repossess all goods which may be stored by Seller for Buyer's account and otherwise enforce its remedies for Buyer's default. Buyer shall remain liable for all damages suffered or incurred by Seller in any such circumstances. Seller shall be awarded incidental damages including, without limitation, reasonable profits and costs such as reasonable attorney fees in any proceeding to enforce its remedies in which it obtains relief for damages or injunctive relief. All rights granted to Seller in the Agreement and by law are cumulative, provided Seller shall be entitled to only a single full recovery.

 

21. CANCELLATION FEES. In addition to Paragraph 20 above, if Buyer cancels this Agreement, such cancellation is subject to a charge on the particular service and/or equipment cancellation. The Buyer will be charged a reasonable amount to cover expenses the Seller incurred regarding this Agreement and its cancellation for labor, materials, overhead, general and administrative costs, restocking fees, surcharges levied on material by outside suppliers, sub-vendor cancellation charges, excess inventory charges, and/or value of storage space. If a cancellation occurs after the technician has arrived, and/or started their journey to the location, Buyer is subject to a charge equal to the base service charge fee.

 

22. RIGHT TO SUBCONTRACT. Seller shall have the right to use subcontract services to assist in fulfilling the terms of the Agreement.

 

23. ARBITRATION. Each of the parties hereto irrevocably and unconditionally consents to and agrees that any and all disputes or controversies arising under, out of, in connection with, or in relation to this Agreement (except for injunctive or other provisional or emergency relief that may be required in good faith by either party (e.g. Sell may elect to institute an action for a claim and delivery, replevin, or similar relief to enforce its interests in the goods/products)) (each, a “Dispute”), shall be resolved exclusively by binding arbitration, in the County of Los Angeles, State of California, using an arbitrator mutually selected by the parties from any source including, but not limited to, ARC, JAMS, or other similar ADR organization, provided that such source has specific rules governing (the “Governing Rules”) the resolution of disputes related to the construction industry and that such rules will govern the resolution of the Dispute. If the parties cannot agree on an arbitrator within thirty (30) days of a party’s written notice to the other of its desire to arbitrate such Dispute, then an arbitrator shall be selected by ARC, JAMS, or other similar organization as provided for herein, using that organization’s procedures for such selection. The arbitrator shall not have the power to make errors of law. To the extent permitted under the Governing Rules, costs of any arbitration shall be shared equally between the parties and each party shall pay its own attorneys' fees and costs, provided that the arbitrator may award the prevailing party its reasonable attorneys’ fees and costs. The arbitrator shall be bound by the terms of the Agreement, shall not apply principles of equity or allow any claims not permitted by the Agreement, may only award or grant to the parties such remedies as a court of competent jurisdiction could award or grant (and not excluded or otherwise limited under the Agreement), and may not award consequential or punitive damages.

 

24. TIME PERIOD FOR BUYER CLAIM. Any proceeding by the Buyer for breach of the Agreement or any other right against Seller arising from or in connection with payment by Buyer or the Agreement cannot be filed or maintained unless: (i) it is commenced within one (1) year after the cause for action has accrued, and (ii) Buyer has given timely and advanced written notice to Seller of its claim as provided herein.

 

25. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California, without giving regard to its conflict of laws principles.

 

26. ASSIGNMENT. This Agreement shall bind the respective successors and assigns of the parties, but none of Buyer’s rights or obligations may be assigned without Seller’s prior written consent, except to its subsidiary or an affiliated corporation, provided that such assignment shall not relieve the assignor of its obligations. Any such assignment without Seller’s written consent shall be void. Seller may subcontract any of its obligations hereunder. The Limited Warranty from Seller under this Agreement is for the benefit of the initial purchaser only.

 

27. UNALTERABLE TERMS. Acceptance by Buyer is expressly limited to all terms and conditions stated in this Agreement as printed herein and Buyer shall not add or vary these Terms without Seller’s express prior written authorization. Seller may modify these Terms at any time by posting revised terms and conditions to its website at www.ironsite.com or at such other internet web site as is specified in writing by Seller to Buyer, and such revised terms and conditions will apply to all quotations, acknowledgments and invoices submitted by Seller from and after the stated effective date of such revised terms and conditions of sale (“Amendment Revision Date”), and to all related purchase orders, order releases and/or similar documents received by Seller from and after the Amendment Revision Date for the purchase or good/products, and to all good/products and/or services sold and/or provided by Seller from and after Amendment Revision Date. It is the responsibly of Buyer to review and obtain a copy of the current version of Seller’s terms and conditions.

 

28. EXECUTIVE OFFICER APPROVAL. This Agreement is not binding unless approved in writing by an authorized representative of Seller. In the event of failure of approval, as aforesaid, the only liability of Seller shall be to return to the Buyer the amount, if any, paid to the Seller upon the signing of this Agreement.

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29. SEVERABILITY. If any provision of this Agreement is determined to be illegal, void, or unenforceable for any reason, the same shall be severed from this Agreement and the remainder of this Agreement shall be given full force and effect. Such voidability or enforceability shall not affect the other provisions of this Agreement.

 

30. CONFLICT. To the extent any express terms set forth in Seller’s quotation to which these Terms are attached or in which they are incorporated by reference are inconsistent with these Terms, the express terms set forth in Seller’s quotation shall control (to the extent, and only to the extent, of such inconsistency).

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31. ENTIRE AGREEMENT. It is mutually understood and agreed that any representation, promise, condition, inducement, or warranty, express or implied, not included in this Agreement (except as specified in Paragraph 30 above) shall not be binding upon any party.

 

32. INTERPRETATION. Any interpretation of the Agreement shall be construed consistently by and against both parties. The construction of the Agreement and any of its various provisions shall be unaffected by any argument or claim, whether or not justified, that it has been prepared, wholly or in substantial part, by or on behalf of Seller or Buyer.

 

33. MISCELLANEOUS. Each paragraph and provision hereof is severable, and if any provision is held invalid or unenforceable, the remainder shall nevertheless remain in full force and effect. This Agreement and any other Agreement/contract or document entered into by the parties which incorporate these Terms by reference, constitute the final, complete, exclusive, and entire Agreement between the parties and supersede all prior or contemporaneous agreements, written or oral, regarding the subject matter of this Agreement. The failure of Seller to enforce at any time any of the provisions of this Agreement, shall not be construed to be a waiver of such provisions nor the right of Seller to enforce such provisions in the future. The parties may by mutual agreement modify this Agreement only in writing, with the changes initialed and signed by both parties.

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