Terms and Conditions
TERMS AND CONDITIONS
These Terms and Conditions govern the sale of Products to another (“Buyer”) by EasyStreet Systems, Inc. and its affiliates (“Seller”).
1. Acceptance. The product description, quantity, price and payment terms identified on Seller’s order confirmation and these Terms and Conditions (“Terms”) govern all sales by Seller and are the exclusive terms and conditions of sale, except as modified by a written agreement signed by the parties. All offers by Seller to sell Product are expressly conditioned on Buyer’s acceptance of these Terms. Seller’s processing of any order is expressly conditioned on Buyer’s assent to and acceptance of these Terms, including all terms that are different from or in addition to any purported terms and conditions of the order. Any additional, different, or other terms and/or conditions contained in any purchase order, document, website, or other communication by or from Buyer are hereby objected to and rejected by Seller. In the event of any claimed conflict between these Terms and any other document not signed by the Seller, these Terms shall control.
2. Standard Warranty. Seller warrants good and clear title in goods subject to the sale (“Product”) and that the Product conforms at the time of shipment to a Certificate of Analysis or a Certificate of Compliance, if either such document exists, and other specifications signed by Seller (“Specifications”). Seller has based any recommendations to Buyer upon information that Seller considers reliable, but Seller makes no warranty as to any results Buyer might obtain in Buyer’s use(s) for the Product. No warranty is made or given on any Products for which Buyer has not paid Seller in full when due. These warranties extend only to Buyer. EasyStreet System’s STANDARD WARRANTY period on small cell tower systems is three (3) years from the date of shipment of the newly manufactured system. This standard warranty is included in the base purchase price.
Warranty Claims – Claims for defects in material, workmanship and missing items shall be made in writing to EasyStreet within thirty (30) days of delivery and can be sent digitally to support@easystreetsystems.com. Failure to provide notice as required shall be conclusive evidence that the product was in conformity with the warranty and EasyStreet shall be released from any and all liability relating to the product and shall be considered final acceptance. Please see the EasyStreet Systems, Inc Warranty Statement for further information.
3. Exclusive Remedy and Limitation of Liability. Buyer shall examine Product promptly after receipt for damage, short- weight and non-conformance with Seller’s warranties. Buyer must give Seller written notice of the existence of each claim involving Product (whether based in contract, breach of warranty, negligence, strict liability, other tort or otherwise) within the earlier of thirty (30) days after receipt of the quantity of Product forming the basis for the claim or applicable shelf- life expiration, if any. A failure by Buyer to give such notice within the applicable time constraint will constitute an absolute and unconditional waiver of all such claims. Buyer’s sole and exclusive remedy for any claim shall be, at Seller’s option, a refund or credit of the purchase price paid by Buyer for the Product shown to be damaged or not in conformity with Seller’s warranties or replacement of such Product. Seller’s entire liability to Buyer for damages, whether under breach of warranty or any other cause whatsoever, and whether under this contract or otherwise, shall in no event exceed that part of the purchase price applicable to the portion of Product giving rise to Buyer’s claim for such damages. In no event shall Seller have liability to Buyer for any incidental, consequential, indirect, exemplary, punitive or special damages.
4. Intellectual Property Infringement. Buyer assumes all risk of infringement of third-party intellectual property rights by reason of any use Buyer makes of the Product in combination with other substances or in the operation of any process, and all infringement arising out of Seller’s compliance with Buyer’s designs, specifications or instructions, and Buyer shall defend, indemnify, and hold Seller harmless from and against the same.
5. Discontinuation. Seller may discontinue any Product sold hereunder at any time unless Buyer and Seller have otherwise agreed in writing.
6. Return of Goods. Credit may be allowed for goods returned with prior approval. A deduction may be made from credits issued to cover the cost of handling and restocking fees charged by the manufacturers of the goods. Returns will not be accepted for services or any material which has been modified at the request of or by Buyer. In addition, no custom orders may be returned, and goods must be in original packaging.
7. Cancellation; Changes for Services. The Buyer may cancel or make changes to a statement of work up to five (5) business days prior to the commencement of the work. Any changes and cancellations after this date are subject to prior written approval by EasyStreet Systems, Inc, at its sole and absolute discretion. The Buyer shall pay EasyStreet Systems, Inc the amounts necessary to cover cancellation fees, restocking fees, and other charges applicable to the cancelled goods or services, including those incurred or committed to by EasyStreet Systems, Inc.
8. Payment and Credit. Buyer shall make all payments hereunder in cash or cash equivalent at face value in the funds, within the time, and at the location indicated on Seller’s invoice. Late payments will bear interest at 1.5% per month. The buyer shall have no right of set-off. If Seller determines that Buyer’s financial responsibility has become impaired or otherwise unsatisfactory to Seller, Seller at its discretion may require advance cash payments, COD, shorter terms, and/or the posting of satisfactory security by Buyer, and may withhold shipments.
9. Payment Terms – Payment terms shall be as stated on EasyStreet Systems, Inc invoice or as otherwise mutually agreed.
10. Governmental Constraints. If a present or future law, governmental decree, order, regulation, or ruling under any existing or future legislation prevents Seller from increasing or revising the price as provided herein, or nullifies or reduces any price or price increase hereunder, upon written notice from one to the other Seller and Buyer will attempt to identify mutually agreeable changes to conform this contract with such law, decree, order, regulation, or ruling. If the parties cannot agree upon and implement such changes within sixty (60) days after such notice, the Seller shall thereupon have a right to terminate this contract forthwith by written notice to Buyer.
11. Terms Adjustment. The seller may change the price and/or terms of delivery and shipment at any time up until delivery, except where a written alternative pricing mechanism exists in this contract. In addition, at any time prior to delivery, Seller may pass through increased freight, transportation, or fuel surcharges, and/or duties, tariffs, or taxes imposed upon Seller in connection with the sale/shipment of the Product after order acceptance.
12. Taxes, Fees, and Duties. Buyer will reimburse Seller for all federal, state, provincial, local, or other taxes (other than income taxes), excises or charges, including environmental remedial taxes and fees, which Seller must pay in connection with the manufacture and supply of Product, but only those amount snot already included in the price at the commencement of this contract. Seller reserves to itself all applicable duty drawback allowances, and Buyer shall provide assistance in connection with Seller’s application for the same.
13. Title and Risk of Loss; Other Risks. Title and risk of loss to the Product shall pass to Buyer at Seller's point of shipment. Buyer assumes all risks and liabilities (i) arising out of unloading, discharge, storage, handling, and use of the Product, or (ii) arising out of compliance or non-compliance with federal, state, provincial, or local laws and regulations governing or controlling such activity. Seller has no liability for the failure of discharge or unloading equipment or materials used by Buyer, whether supplied by Seller.
14. Freight Terms. FOB Spokane Valley, Freight prepaid and added to invoice. The buyer assumes risk for the goods at the moments they are picked up and signed for by the carrier and he/she is responsible for all freight charges and risk.
15. Force Majeure. Seller shall not be subject to any liability or damages for delay in performance or non-performance as a result of fire, flood, ice, natural catastrophe, pandemic, strike, lockout, labor shortage, labor dispute or trouble, accident, riot, act of governmental authority, act of God, war, act of terrorism (including cyber-terrorism and ransomware attacks), or other contingencies and/or circumstances beyond its reasonable control interfering with the production, supply, transportation, or consumption of the Products or with the supply of any raw materials used in connection therewith, or the inability of Seller to purchase raw materials at a commercially reasonable price, or if performance would be contrary to, or constitute a violation of, any regulation, law, or requirement of a recognized government authority, and quantities so affected may be eliminated by Seller from this contract without liability or damages to Seller, but this contract shall otherwise remain unaffected. Seller may, during any period of shortage due to any cause, prorate, and allocate its supply of such materials among itself for its own consumption, its subsidiaries, affiliated companies, its accepted orders, contract customers, and its regular customers not then under contract in such a manner as may be deemed fair and reasonable by Seller. In no event shall Seller be obligated to purchase any substitute Products in the marketplace to satisfy its obligations hereunder. The buyer’s failure to pay for the Products shall not constitute a force majeure event hereunder.
16. Shortage of Product. During periods when demand for Product exceeds Seller’s capability to supply, whether due to a force majeure or otherwise, Seller may distribute Product among itself for its own uses, Buyer, and other customers, in such manner as Seller deems fair and practicable. Buyer shall accept, as full and complete performance by Seller, deliveries in accordance with such determinations as Seller may make. Except in the case of a force majeure, if not satisfied with Seller’s determination, Buyer as its sole remedy shall have a right to terminate this contract without further obligation upon: (i) 10 calendar days’ written notice; and (ii) payment for all Product received to date.
17. Notice of Change. Unless otherwise agreed in a writing signed by Seller, Seller may make changes to its Product and process without notice to, or approval from, Buyer so long as the Product Specifications are not impacted by the change.
18. Indemnities. Except to the extent solely attributable to the gross negligence or willful misconduct of Seller, Buyer will indemnify, defend, and hold Seller harmless from all costs, expenses, damages, judgments, or other loss, including without limitation costs of investigation, litigation and reasonable attorney’s fees (“Buyer Indemnity Costs”), arising out of Buyer’s selection, use, sale or further processing of the Product or Buyer’s product made therefrom. Buyer acknowledges that Seller has furnished to Buyer Safety Data Sheets, which include warnings together with safety and health information concerning the Product and/or the containers for such Product. The buyer shall disseminate such information to give warning of possible hazards to persons whom the Buyer can reasonably foresee may receive exposure to such hazards, including, but not limited to, Buyer’s employees, agents, contractors, and customers. Buyer shall indemnify, defend, and save Seller harmless against all liability for Buyer Indemnity Costs arising out of or in any way connected with Buyer’s failure to disseminate such information. Buyer intends that its indemnification obligations for claims related to or brought by anyone directly or indirectly employed by Buyer or its subcontractors will not be limited by any provision of any worker’s compensation act, disability benefit act or other employee benefit act, and Buyer hereby waives immunity under such acts to the extent it would bar recovery under or prevent enforcement of Buyer’s indemnification obligations. With respect to the state of Ohio, this waiver applies to Section 35 Article II of the Ohio Constitution and Ohio Revised Code Sec. 4123.74.
19. Re-Sale and Re-Export. Seller expressly prohibits re-sale of Product unless expressly permitted by Seller in writing. The buyer will comply with all laws and regulations respecting the export and/or re-export of Product.
20. No Publicity. Buyer shall not use Seller’s name or trademarks in any advertisements, product descriptions, packaging materials, websites, or any other promotional materials, except with the prior written consent of Seller.
21. Assignment/Delegation/Subcontracting. Buyer may not assign rights or delegate duties hereunder except with the prior written consent of Seller, not to be unreasonably withheld. Seller may assign rights or delegate duties and/or subcontract the performance of Seller’s obligations hereunder without the consent of Buyer.
22. Integration. These Terms, together with (i) the product description, quantity, price, and payment terms stated on Seller’s order confirmation, (ii) any credit agreement, and (iii) the Specifications, if any, constitute the complete and final agreement and understanding between Seller and Buyer relating to the Product and supersede all prior oral or written communications, agreements, understandings, representations, statements, and assurances between the parties. No statement of agreement, oral or written, made before or at the formation of the contract shall vary or modify the written terms hereof, and neither party shall claim any amendment, modification, or release from any provision hereof unless such change occurs in a writing signed by the other party and specifically identifying it as an amendment to the contract. No modification or addition to the contract shall occur by the acknowledgment or acceptance by Seller of a purchase order, acknowledgment, release, or other form submitted by Buyer containing additional or different terms or conditions.
23. U.N. Convention. The United Nations Convention respecting Contracts for the International Sale of Goods shall not apply to sales under these Terms.
24. Applicable Law. The law of the State of Washington shall apply, without regard to conflict of law principles. All litigation concerning these Terms shall occur only in the state and federal courts in the Eastern District of Washington, and each party consents to exclusive jurisdiction in such courts.
25. Termination. The seller may terminate this contract at its sole option upon 14 calendar days’ written notice to the other party.
26. Severability. In the event of invalidity of a provision of these Terms, the parties shall deem that provision stricken in its entirety and the balance of these Terms shall remain in full force and effect.
1.WARRANTY TERMS and CONDITIONS:
EasyStreet System’s STANDARD WARRANTY period on small cell tower systems is three (3) years from the date of shipment of the newly manufactured system. This standard warranty is included in the base purchase price.
Warranty Claims – Claims for defects in material, workmanship and missing items shall be made in writing to EasyStreet within thirty (30) days of delivery and can be sent digitally to support@easystreetsystems.com. Failure to provide notice as required shall be conclusive evidence that the product was in conformity with the warranty and EasyStreet shall be released from any and all liability relating to the product and shall be considered final acceptance.
Conditions of this warranty is as follows:
Parts Replacement – in the unlikely event of a part failure the following will apply:
· Warranty repairs for defects in material or workmanship are remedied by shipping replacement parts to the customer. EasyStreet may also, at EasyStreet Systems’ discretion, and at the customer’s expense, send a technical team to the customer’s location to ascertain the scope of the warranty defect or to perform field repairs at the customer’s location.
· For systems deployed within the 48 Continental United States, EasyStreet covers the cost of both replacement parts and shipping.
· For systems deployed outside of the 48 Continental United States, EasyStreet covers the cost of the replacement parts, and the customer will cover any shipping costs.
Unit being Returned
· In cases where a tower system must be returned to EasyStreet for warranty repair, the customer will be responsible for freight cost to and from Spokane Valley, WA 99212. Once the product arrives at EasyStreet ’s Spokane Valley facility, EasyStreet will, at no charge to the customer, repair or replace the defective parts on the small cell tower system.
NOTE: All warranty work that requires EasyStreet labor will be performed at our Spokane Valley, WA facility unless customer reimburses EasyStreet for travel and per diem costs for an on-site technician.
Freight Claims – Unless the Purchase Order includes FOB destination, any freight damage will be the responsibility between the customer and the carrier. If the Purchase Order denotes destination, EasyStreet must be notified at the time of receipt of any freight damage.
2. WARRANTY EXLUSIONS:
Operator Error or Misuse
· EasyStreet reserves the right to deny warranty claims if there is evidence of misuse and/or operator error. EasyStreet will request a root cause analysis and thoroughly review any claims where misuse or operator error is suspected as key contributors. Examples of misuse include but are not limited to: exceeding tower capacity, load, sail area, and/or wind speed; placing the small cell tower system on a foreign base or unit, etc. Determination of this condition lies solely with EasyStreet. In addition, this warranty will become void for any unauthorized modifications to our units or any non-approved EasyStreet parts. The customer shall hold EasyStreet harmless from any and all costs, claims, and liability for property damage or personal injury if the customer does not fully comply with the above conditions. EasyStreet shall not be liable for any incidental or consequential damaged that may result from such defects.
· EasyStreet will not be responsible for any damage caused by its products by failure to properly install, maintain, or store the product, or by use in a manner inconsistent with design, neglect, abuse or acts of God. The completed maintenance log will be required.
Repairs, Inspections, and Maintenance:
· Non-Warranty Repairs – For non-warranty repairs: EasyStreet sells replacement parts, spare part kits, repair kits, and spare systems. These items are available for purchase by our customers, and EasyStreet maintains an extensive inventory of parts for rapid shipment. EasyStreet also performs non-warranty repairs at customer expense. EasyStreet and the customer determine what the most cost-effective repair strategy is and then EasyStreet performs the repair in the most cost-effective manner for the customer. The customer pays for time, materials, shipments, and travel (if required) for non-warranty repairs.
· 3rd Party Warranty Support – EasyStreet will work directly with 3rd party vendor warranty claims within EasyStreet ’s standard warranty period. It is the responsibility of the buyer to complete 3rd party warranty claims and return to manufacturer to activate warranty.
3. WARRANTY TECH SUPPORT:
Technical Support – EasyStreet small cells are designed with the field user in mind, so no special tools or complicated procedures are normally required to service or repair EasyStreet small cells that are under warranty. EasyStreet small cells and accessories have part numbers to facilitate easy ordering. EasyStreet Tech support can be accessed M-F 8am – 5pm PST, excluding major holidays, however, claims can be opened 24×7 via our support web site at support@easystreetsystems.com Please report emergencies requiring immediate assistance to support@easystreetsystems.com and someone will contact you in a timely manner.
4. SHIPMENTS and STORAGE INSPECTIONS:
Shipments – EasyStreet small cells will be prepared and shipped to comply with commercial shipping and storage requirements. Each EasyStreet small cells is individually inspected for completeness and functionality prior to shipment. Should customer opt for no crating, he/she will be responsible should any damage occur during the shipping process.
5. OPERATOR TRAINING:
EasyStreet understands the importance of user training to ensure both safe operation and optimized life cycle costs. EasyStreet provides a User Manual with every tower system that provides instruction to the operator in a clear and uncomplicated manner on how to safely transport, erect, use, retract, maintain and store EasyStreet small cell systems.
