Terms of Sale

Terms and Conditions

 

 

PLEASE READ THESE TERMS AND CONDITIONS FOR THE SALE OF SILIENT LLC GOODS (THESE “TERMS”) CAREFULLY. BY SIGNING A QUOTE THAT REFERENCES THESE TERMS, OR OTHERWISE PURCHASING SILIENT LLC PRODUCTS FROM SILIENT LLC, YOU EXPRESSLY AGREE TO THESE TERMS GOVERNING SUCH SALE. 

 

IF YOU ARE PURCHASING PRODUCTS ON BEHALF OF, OR FOR THE BENEFIT OF, A CORPORATION OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED, YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZTION TO THESE TERMS.       

 

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. THESE TERMS ALSO INCLUDE RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY, AND INDEMNIFICATION OBLIGATIONS, ALL OF WHICH MAY LIMIT YOUR LEGAL RIGHTS AND REMEDIES.

 

 

1. Order Acceptance and Cancellation. You agree that upon your execution of a quote that references these Terms and/or issuance of payment by you to Silient LLC (referred to as “Silient”, “us”, “we”, or “our”), the formation of the contract of sale between Silient and you will have taken place. Once the quote is executed and/or issuance of payment is submitted, you are unable to cancel the order. Please refer to our Return & Refund Policy at https://www.silient.com/pages/return-policy for more information.

 

2. Prices and Payment Terms.

 

 

• Pricing for our products will be the prices listed on the applicable . Such prices do not include taxes and may or may not include charges for shipping and handling. All such charges will be added to your merchandise total. All fees and applicable taxes, if any, are payable in United States dollars. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

• Terms of payment are within our sole discretion and payment must be received by us before our processing of an order. We accept all major credit cards, ACH transfers, and bank wire transfers for all purchases. YOU ARE RESPONSIBLE FOR PROVIDING SILIENT WITH VALID CREDIT CARD OR PAYMENT ACCOUNT DETAILS. We may ask you to supply additional information relevant to your transaction, including your credit card number, the expiration date of your credit card, and your email and postal addresses for billing and notification (such information, “Payment Information”). When you initiate a transaction, you authorize us to provide your Payment Information to third parties so we can complete your transaction and charge your payment method for the type of transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your transaction (such information is included within the definition of Payment Information). By initiating a transaction, you agree to the pricing, payment, and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any. All payments for transactions are non-refundable and non-transferable except as expressly provided in these Terms. If you wish to designate a different credit card or payment account, or if there is a change in your credit card or payment account status, you must change the Payment Information in your account.

• We may contact you via email regarding a problem with your credit card or payment account. If we are unable to successfully charge your credit card or payment account, we reserve the right to restrict or suspend access to your account, or to terminate your account.

 

3. Shipments; Delivery; Title and Risk of Loss.

 

• We will arrange for shipment of the products to you. You will pay all shipping and handling charges specified during the ordering process. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

• Title and risk of loss pass to you upon acceptance of delivery. Except as provided in these terms, you are responsible for the security and safekeeping of the product after delivery and shall assume any risk of damage or loss thereof. If part of your order is missing or damaged, you must notify us within 30 days of the date of your purchase. We shall have no responsibility or liability for notifications received after this 30-day period.

4. Installation; Guides.

 

• You are solely responsible for meeting all installation, technical, and site preparation specifications included in the Silient Guides, available at silient.com/pages/technicalsupport (together with any other applicable documentation provided by Silient to you, the “Guides”).  You represent and warrant that you shall be in compliance with all Guides at the time of installation and shall continue to be in compliance with all such Guides for so long as such product is in use or on your premises. Without limiting the foregoing, you acknowledge and agree that you are responsible for contracting with a plumber and any other service provider for installation of the product.  

• If Silient is hired to perform the installation, the installation must be scheduled at least three (3) weeks in advance with our scheduling department. If the pre-work is not completed in accordance with the specifications detailed in our materials at  https://www.silient.com/pages/technicalsupport  (specifically the Site Preparation materials) upon our arrival, you shall be subject to an additional charge of six hundred dollars ($600) per day for each day our team remains on site as a result. Furthermore, should the pre-work not be completed to the required specifications, resulting in the need to reschedule the installation, we will make reasonable efforts to accommodate your preferred timing; however, the revised installation date will be determined at our sole discretion.

 

• WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR ANY DAMAGES OR ISSUES ARISING FROM OR IN CONNECTION WITH THE PRODUCT IF SUCH GUIDES WERE NOT STRICTLY COMPLIED WITH OR IF YOU OR THE PREMISES WERE NOT AT TIME OF INSTALLATION OR OTHERWISE IN FULL COMPLIANCE WITH APPLICABLE BUILDING CODES AND ORDINANCES (OR OTHER SIMILAR APPLICABLE LAWS, RULES, REGULATIONS, OR CODES). WE ALSO EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR DAMAGES ARISING FROM WATER DAMAGE, ELECTRICAL ISSUES, OR FIRE.

 

5. Limited Warranty.

 

• Please refer to our warranty policy (“Warranty Policy”), available at ww.silient.com/pages/warranty-policy, for information on applicable product warranties.

 

• EXCEPT AS EXPRESSLY PROVIDED IN OUR WARRANTY POLICY, SILIENT PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND SILIENT, ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, SUPPLIERS, PARTNERS, CONTENT PROVIDERS, AND AGENTS, DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. SILIENT DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF ITS PRODUCTS OR SERVICES. SILIENT DISCLAIMS ANY WARRANTIES REGARDING ACCURACY, TIMELINESS, RELIABILITY, CURRENTNESS, COMPLETENESS, FUNCTIONALITY, INTENDED PURPOSE, OR OTHERWISE. THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY IN CONNECTION WITH THIS AGREEMENT AND OUR PRODUCTS, INCLUDING FOR ANY BREACH OF WARRANTY.

 

• THE REMEDIES DESCRIBED IN OUR WARRANTY POLICY ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY IN CONNECTION WITH ANY BREACH OF WARRANTY.

 

• USE OF THE PRODUCT IS NOT A MEDICAL PROCEDURE. YOU SHOULD CONSULT WITH YOUR DOCTOR PRIOR TO USE AND YOU AGREE TO ADVISE ALL USERS OF THE PRODUCT TO CONSULT WITH THEIR DOCTOR PRIOR TO USE. THE PRODUCT HAS NOT BEEN TESTED OR APPROVED BY THE FDA OR ANY GOVERNMENT AGENCY FOR THE TREATMENT OF ANY ILLNESS OR DISEASE. ALL INFORMATION INCLUDED ON OUR WEBSITE IS FOR INFORMATIONAL PURPOSES ONLY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE, AND AGREE TO INFORM ALL USERS OF THE PRODUCT, TO NOT USE IF PREGNANT, HAVE HEART CONDITONS OR OTHER MEDICAL CONDITIONS NEGATIVELY IMPACTED BY EXPOSURE TO COLD TEMPERATURES, ARE A MINOR, OR WHILE UNDER THE INFLUENCE OF DRUGS OR ALCOHOL. YOU EXPRESSLY ACKNOWLEDGE AND AGREE, AND AGREE TO INFORM ALL USERS OF THE PRODUCT, THAT THERE ARE CERTAIN INHERENT RISKS AND DANGERS ASSOCIATED WITH EXPOSURE TO COLD TEMPERATURES, INCLUDING, BUT NOT LIMITED TO, HEART FAILURE, HYPOTHERMIA, LOSS OF CONSCIOUSNESS AND STROKE. BY PURCHASING AND USING THE PRODUCT, YOU KNOWLINGLY AND VOLUNTARILY ACCEPT AND AGREE TO ASSUME ALL RISKS ON BEHALF OF YOURSELF AND ALL USERS OF ILLNESS, INJURY, PAIN, SUFFERING, DISABILITY, OR DEATH ARISING THEREFROM. YOU ARE RESPONSIBLE FOR ENSURING YOU AND USERS PROPERLY USE  THE PRODUCT IN ACCORDNCE WITH THESE TERMS AND ALL APPLICABLE GUIDES.

 

7. Limitation of Liability.

 

• IN NO EVENT SHALL SILIENT, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS, SUPPLIERS, OR PARTNERS BE LIABLE FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH SILIENT’S PRODUCTS OR SERVICES WHETHER IN AN ACTION BASED UPON CONTRACT, TORT, OR OTHERWISE. IN NO EVENT SHALL SILIENT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LOSS DUE TO ANY MATTERS BEYOND SILIENT’S REASONABLE CONTROL.

 

• SILIENT’S TOTAL LIABILITY FOR ANY DAMAGES IN CONNECTION WITH THIS AGREEMENT AND ITS PRODUCT SHALL NOT EXCEED THE FEES PAID BY YOU TO SILIENT HEREUNDER IN THE PRECEDING TWELVE (12) MONTHS.

 

8. Goods Not for Resale or Export. You agree to comply with all applicable laws and regulations of the various states and of the United States. You represent and warrant that you are not buying the products for resale or export.

 

9. You agree to release, discharge, and indemnify Silient and its affiliates, directors, offices, managers, employees, contractors, suppliers, agents, representatives and third party service providers, and hold each of them harmless from any and all claims, actions, liabilities, damages, and costs (including attorneys’ fees), including, without limitation, any raised by third parties, such as your users or your customers of the product, that arise from or relate to your or your customers or users use or misuse of Silient’s products or services, violation of these Terms, the Guides, or violation of any third-party right, including without limitation any trademark, copyright, or other proprietary privacy right. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

 

10. Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any of your obligations to make payments to us hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, other natural disasters and catastrophes, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within fifteen (15) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of sixty (60) days following written notice given by it under this Section 9, the other party may thereafter terminate this Agreement upon ten (10) days' written notice.

 

11. Governing Law. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.

 

12. Dispute Resolution and Binding Arbitration.

 

• YOU AND SILIENT ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

 

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

 

• All disputes arising out of or relating to these Terms shall be finally resolved by arbitration conducted in the English language in Delaware under the commercial arbitration rules of the American Arbitration Association. The parties shall appoint as sole arbitrator a retired judge who presided in the State of Delaware. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award punitive damages, including but not limited to federal or state statutes permitting multiple or punitive damage awards. Any purported award of punitive or multiple damages shall be beyond the arbitrator's authority, void, and unenforceable.

 

• Notwithstanding the foregoing, Silient shall be entitled to seek injunctive relief, security, or other equitable remedies from federal and state courts located in the Delaware or any other court of competent jurisdiction.

 

• You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR SILIENT WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

 

• If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

 

13. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 12 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

 

14. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Silient.

 

15. No Third-Party Beneficiaries. These Terms, including the limited warranty, are 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 or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

 

16. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

 

17. Entire Agreement. Our commercial installation quote and these Terms will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.