Severability If, for any reason, any provision of these Terms is held invalid, such invalidity shall not affect any other provision of these Terms not held so invalid, and each such other provision shall, to the full extent consistent with law, continue in full force and effect. If any provision of these Terms shall be held invalid in part, such invalidity shall in no way affect the rest of such provision, and the rest of such provision, together with all other provisions of these Terms, shall continue in full force and effect to the full extent consistent with law. Survival All provisions of these Terms which by their nature should reasonably survive termination shall survive termination, including, without limitation, provisions related to payment, intellectual property rights, warranty disclaimers, indemnity, and limitations of liability. Force Majeure Notwithstanding any other provision herein to the contrary, neither party shall be liable for any failure of or delay in performance of its obligations (except for payment obligations) under these Terms to the extent such failure or delay is due to acts of God, acts of a public enemy, fires, floods, power outages, wars, civil disturbances, epidemics, pandemics, sabotage, terrorism, accidents, insurrections, blockades, embargoes, storms, explosions, labor disputes (whether or not the employees’ demands are reasonable and/or within the party’s power to satisfy), failure of common carriers, Internet Service Providers, or other communication devices, acts of cyber criminals, terrorists or other criminals, acts of any governmental body (whether civil or military, foreign or domestic), failure or delay of third parties or governmental bodies from whom a party is obtaining or must obtain approvals, authorizations, licenses, franchises or permits, inability to obtain labor, materials, power, equipment, or transportation, or other circumstances beyond its reasonable control (collectively referred to herein as “Force Majeure Occurrences”). Any such delays shall not be a breach of or failure to perform these Terms or any part thereof and the date on which the obligations hereunder are due to be fulfilled shall be extended for a period equal to the time lost as a result of such delays. Neither party shall be liable to the other for any liability claims, damages, or other loss caused by or resulting from any Force Majeure Occurrences. Notice Unless otherwise provided for herein, any notice required or permitted to be given pursuant to the provisions of these Terms shall be in writing and shall be deemed to have been given when (a) personally delivered or (c) deposited with the United States Postal Service, registered or certified, postage prepaid. In each case, such notice shall be delivered or addressed in accordance with the contact information listed on the Customer’s account for placing orders with Bailey (in the case of Customer) or to Bailey International, LLC, Marketing Department, 2527 Westcott Blvd., Knoxville, TN 37931 USA, or as otherwise provided for herein or otherwise agreed to by the parties in writing. Indemnification CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD BAILEY HARMLESS FROM AND AGAINST ANY LOSSES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES AND EXPENSES, PARALEGAL FEES, EXPERT WITNESS FEES, AND OTHER COSTS OF LITIGATION), DEMANDS, CLAIMS, LIABILITIES, CAUSES OF ACTION OR DAMAGES OF ANY KIND OR CHARACTER, ARISING OUT OF OR IN ANY MANNER RELATING TO: (A) ANY MISUSE, ALTERATION, MODIFICATION OR MISAPPLICATION OF ANY PRODUCT(S), (B) USE OF ANY PRODUCT(S) OTHER THAN IN ACCORDANCE WITH BAILEY’S INSTRUCTIONS AND SPECIFICATIONS; (C) ANY VIOLATION OF ANY FEDERAL, STATE OR LOCAL LAWS, RULES OR REGULATIONS; OR (D) ANY BREACH OF ANY OF THE TERMS SET FORTH HEREIN OR OTHER DEFAULT UNDER ANY CUSTOMER AGREEMENT WITH BAILEY. Limitation of Actions Any legal action, claim or demand by Customer or any third party arising out of the sale of any Product or in any way related to the Customer’s purchase of any Product shall be barred if not filed within one (1) year from the date of the accrual of the Customer’s cause of action. No Third Party Beneficiaries Except as expressly set forth herein, these Terms is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of these Terms. Governing Law These Terms, and any agreed-upon amendment thereto, shall be governed in all respects by the internal laws of the State of Tennessee, U.S.A. Any legal action in connection with these Terms between Bailey and the Customer and/or any Product sold to Customer shall be filed in a court of competent jurisdiction in Knox County, Tennessee, U.S.A., or in the United States District Court for the Eastern District of Tennessee in Knoxville, Tennessee, U.S.A. Each party expressly submits and consents to the jurisdiction of such courts and waives any objection that it may have to any action or proceedings brought in such court and any claim that such action or proceeding brought in such court has been brought in an inconvenient forum. Process in any such action or proceeding may be served anywhere in the world.
For pricing, please refer to our website at Baileyhydraulics.com or call one of our Customer Experience Specialists at 1-800-800-1810. 191
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