FIRST BREACH, INC. TERMS AND CONDITIONS OF SALE
1. Acceptance; Exclusive Terms
These Terms and Conditions of Sale govern all sales of goods or products (the “Product” or “Products”) by First Breach, Inc. (the “Company”) to the customer/buyer (the “Customer”).
These Terms are applicable to all sales and supersede any and all terms proposed by Buyer regardless of where they appear. Terms proposed by buyer that are different from those herein shall have no force or effect and shall not constitute a condition of any transaction.
2. Prepayment Requirement
• Payment in full is required in advance of pickup or shipment for all orders. No product will be released for pickup or shipment until Company receives fully cleared funds.
• The Company does not extend credit, payment terms, or financing of any kind to any Customer.
• Company may cancel any order at any time for any reason prior to receiving payment.
3. Pricing
• Prices are subject to change at any time prior to payment being received.
• Quotes provided by the Company to any Customer expire after 5 calendar days unless otherwise stated in writing.
• Customer is responsible for all taxes, duties, tariffs, freight, handling, and insuranceassociated with any purchased Product.
4. No Cancellations/ No Modifications
• All orders are final upon payment by the Customer and may not be cancelled, revised, modified or postponed.
• Prior to receipt of payment, the Company may reject any requested change to any order in its sole discretion.
5. Delivery; Risk of Loss
• All pickup or shipment dates are estimates only and are not guaranteed or binding on the Company.
• All pickups and shipments are FOB, First Breach, Inc. Hagerstown, Maryland.
• Risk of loss, damage, and title transfer to Buyer immediately upon Product leaving the Company’s facility, whether by pickup or shipment.
• Shipping arrangements shall be the sole responsibility of the Customer unless otherwise agreed upon in writing.
• The Company disclaims all liability for carrier delays, and for damages to or loss of Product during shipping.
6. Inspection; Absolute Acceptance
Any claims for shortages of Product, defects in Product or other nonconformance must be made in writing and received by the Company within three (3) calendar days of Product leaving the Company’s facility. Failure to provide timely notice constitutes acceptance of the Products as received. Buyer waives any right to reject Products for any reason after such acceptance.
Modification by the Customer of any kind to any Product shall constitute acceptance of the Product.
7. No Refunds/No Returns
• All sales are final.
• No returns or exchanges of any accepted Product will be made, and no refunds will be issued, unless agreed to in writing by the Company.
8. ABSOLUTE DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
• ALL PRODUCTS ARE PROVIDED “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.”
• THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED TO THE EXTENT PERMITTED BY LAW, INCLUDING:
o MERCHANTABILITY
o FITNESS FOR A PARTICULAR PURPOSE
o NON-INFRINGEMENT
o QUALITY, PERFORMANCE, OR DURABILITY
• CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR DETERMINING THE SUITABILITY OF THE PRODUCTS FOR CUSTOMER’S INTENDED USE.
• THE CUSTOMER AGREES THAT NO STATEMENT OR DESCRIPTION OF ANY PRODUCT MADE BY THE COMPANY OR ANY SAMPLE PROVIDED BY THE COMPANY TO THE CUSTOMER, SHALL CREATE ANY WARRANTY.
9. NO LIABILITY / LIMITATION OF DAMAGES
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
• THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER ARISING FROM OR RELATED TO THE PRODUCTS.
• IN NO EVENT SHALL THE COMPANY BE LIABLE FOR:
O INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGESALLEGED TO HAVE BEEN CAUSED BY THE PRODUCT
O LOST PROFITS, LOST REVENUE, OR BUSINESS INTERRUPTIONALLEGEDLY CAUSED BY THE PRODUCT
O PERSONAL INJURY OR PROPERTY DAMAGE ALLEGEDLY CAUSED BY THE PRODUCT
• IF LIABILITY CANNOT BE DISCLAIMED BY LAW, IT SHALL BE STRICTLY LIMITED TO $100 OR THE AMOUNT PAID FOR THE PRODUCT, WHICHEVER IS LESS.
10. Customer’s Indemnification Obligations
Customer shall defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including attorneys’ fees and expert fees and costs)arising out of or related to:
• Use, handling, resale, or distribution of the Product
• Any integration of the Product into other goods or systems
• Any alleged defect, failure, or performance issue
• Any personal injury, death, or property damage
• Buyer’s negligence, misconduct, or regulatory violations
• Any third-party claims of any kind whatsoever
The Customer’s obligation to indemnify the Company applies regardless of any alleged fault of the Company.
11. Buyer Responsibility; Use at Own Risk
• Buyer assumes all risk associated with the use and handling of the Products.
• Buyer is solely responsible for proper storage, handling, installation, testing of the Productsand compliance with all applicable laws and industry standards.
• Buyer shall implement all necessary safety measures and warnings relating in any way to the Products.
12. No Reliance
Buyer acknowledges and agrees that it has not relied on any representations by Company other than those expressly stated in these Terms.
13. Force Majeure
The Company shall have no liability for failure or delay due to events beyond its control, including supply chain issues, labor shortages, raw material constraints, acts of God, or governmental actions.
15. Governing Law; Venue
These Terms shall be governed exclusively by the laws of the State of Maryland, without regard to conflict of law principles.
Buyer agrees that any action, suit, or proceeding arising out of or relating to these terms and/or the Products shall be brought exclusively in the Circuit Court or District Court for Washington County, Maryland. and Buyer waives any objection to such venue or the convenience of the forum.
16. Waiver of Jury Trial
BUYER HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR THE PRODUCTS.
17. Attorney’s Fees
In the event that any legal action or proceeding is necessary to enforce or interpret these Termsand/or arising from any transaction governed by these Terms, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable attorneys’ fees, costs, and disbursements incurred in connection therewith, in addition to any other relief to which the prevailing party may be entitled. Such fees shall be deemed reasonable by the court or arbitrator, as applicable, and shall include all costs of litigation, appeals, and related proceedings.
18. Severability; Maximum Enforcement
If any provision herein is held unenforceable, it shall be modified to the maximum extent permitted by law so as to be rendered enforceable, and all remaining provisions shall remain in full force.
19. Entire Agreement; No Modifications; Non-Waiver
• These Terms constitute the entire agreement between the Company and the Customer and may only be modified by a written document signed by the Company.
• The Company’s failure to enforce any provision shall not constitute a waiver.
19. Assignment
Customer may not assign its rights or obligations without the Company’s prior written consent. Any attempted assignment shall be void.
20. Survival
All provisions intended to survive (including indemnity, limitation of liability, and disclaimer of warranties) shall survive indefinitely.