Williams & Lake, LLC (“Company”) sells Pulse™ and SAFETY F1RST™ Brake Light (“Product”) with the intent that they are free of defects in material and workmanship at the time of sale. The obligations of Company under this warranty shall be limited to the requirement, at the Company’s option, to repair or replace any defective Product which is returned to Company within five (5) years from the date of delivery to the Dealer (named as the “Bill To” party above). Company does not authorize anyone to obligate Company in any way beyond the terms set forth herein. Company does not warrant any product which is or has been the subject of misuse, negligence, accident, repair, or alteration which, in the judgment of Company, affects the Product’s reliability.
Within five (5) days of receipt by the Dealer of any Products, the Dealer shall inspect the Products and immediately notify Company of any defects. Failure to so notify the company in writing of any defects within five (5) days of receipt shall constitute conclusive proof that the products were received without defect.
Dealer shall adhere to all rules, requirements, eligibility standards, manuals, and procedures of Company relative to the sale and installation of the Products. The terms of this Agreement may not be modified by Dealer unless agreed to by Company in writing. Dealer acknowledges that Company may change, at its sole discretion, any of its forms, prices or procedures at any time. Dealer understands and agrees that the terms and conditions set forth herein govern all past purchases of Product by Dealer from Company, regardless of whether those prior purchases were accompanied by these terms and conditions at the time of purchase.
Dealer shall indemnify, defend and hold harmless Company from and against any and all damages, claims, liabilities, judgments, awards, penalties, fines and expenses, including but not limited to reasonable attorneys’ fees and punitive and exemplary damages resulting from or arising out of (a) any act, error or omission committed by Dealer, its agents and employees and causing loss to a third party, except to the extent the party seeking indemnification also caused, contributed to or compounded the loss; or (b) the failure by the Dealer, its agents and employees to comply with any law, regulation, rule or governmental directive. Dealer’s indemnity obligation shall survive the termination of this Agreement.
THE WARRANTIES PROVIDED BY THE COMPANY AS REFERRED TO ABOVE SHALL BE THE SOLE AND EXCLUSIVE WARRANTIES OF THE COMPANY. THERE SHALL BE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER OBLIGATION ON THE PART OF THE COMPANY WITH RESPECT TO THE PRODUCTS. IN NO EVENT SHALL THE WARRANTIES OF THE COMPANY REQUIRE MORE FROM THE COMPANY THAN THE REPAIR OR REPLACEMENT OF ANY PRODUCT WHICH IS FOUND TO BE DEFECTIVE WITHIN THE EFFECTIVE PERIOD OF THE WARRANTY. THE COMPANY SHALL HAVE NO LIABILITY FOR ANY INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFIT OR LOST REVENUE, EVEN IF COMPANY HAS BEEN ADVISED, OR IS OTHERWISE AWARE, OF THE POSSIBILITY OF SUCH DAMAGES.
This Agreement shall be construed under the laws of the State of Indiana, notwithstanding conflicts of laws principles or the application of the United Nations Convention on the International Sale of Goods.
Company and Dealer hereby agree to the exclusive jurisdiction of, and venue in, any federal or state court located within Marion County, Indiana, for any litigation or claims arising out of this Agreement. If any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses.