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Terms and Conditions of Sale
1. Definitions

1.1. “Conditions” means these Terms and Conditions of Sale.

1.2. “Customer” means (a) any person that buys a Product, whether directly from JMblasting helmet or from another person and (b) any person that uses a Product.

1.3. “Products” means the full range of products that JMblasting helmet sells from time to time.

1.4. “JMblasting helmet” means JM Safety, LLC.

1.5. “Territory” is defined as ENTER TERRITORY HERE.

1.6. “Currency” is defined as ENTER CURRENCY HERE.

 

2. General

2.1 All sales of Products are subject to these Conditions.

2.2 Any purchase order submitted by Customer shall be subject to these Conditions. Any terms or condition in Customer’s purchase order, or otherwise proposed by Customer, shall not bind JMblasting helmet unless JMblasting helmet expressly accepts such conditions in writing.

2.3 Customer’s receipt of the Products shall constitute its acceptance of these Conditions.

2.4 To modify these Conditions, both parties must sign a written agreement containing the modification and specifically referring to these Conditions.

2.5 JMblasting helmet’s staff, agents and representatives have no authority to make any representations, statements, warranties, conditions or agreements that conflict with these Conditions, unless made in writing and signed by a duty authorized officer of JMblasting helmet. Any such unauthorized representations, statements, warranties, conditions or agreements shall not bind JMblasting helmet nor form part of any contract between Customer and JMblasting helmet.

2.6 JMblasting helmet reserves the right to change its Terms and Conditions of Sale at any time without notice. These changes shall be available at https://www.JMblasting helmet.com/legal unless modified Pursuant Section 2.5 above, the Terms and Conditions available online shall control.

 

3. Product Information

3.1. JMblasting helmet may provide Product information, including technical information, specifications, recommendations, literature, and other materials (collectively “Product Information”), for Customer’s convenience in Customer’s selection of Products. The accuracy or completeness of Product Information is not guaranteed and is subject to change without notice. No license under any JMblasting helmet or third party intellectual property rights is granted or implied with this Product Information. Customer is solely responsible for evaluating and selecting Products and determining whether each Product is fit for a particular purpose and suitable for Customer’s use and method of application. Products are not manufactured to any Customer requirements or specifications unless expressly agreed to in writing by JMblasting helmet. Products that are sold for Customer’s use or consumption may not be repackaged, resold, or redistributed in any manner without JMblasting helmet’s prior written consent.

3.2. JMblasting helmet intends its products to be for sale to trained industrial and occupational customers for use in the workplace. As such, JMblasting helmet labels and packages its products as they are not for sale to or for use by consumers, including but not limited to home, personal, recreational and other uses not described in the Product packaging or information and must be selected and used in compliance with applicable health and safety regulations and standards (including, but not limited to OSHA, ANSI, and others) as well as all Product Information, user instructions, product warnings, and limitations.

3.3 To the extent Customer promotes or sells Products outside of the industrial and occupational channels or to consumers or relabels the Product, Customer bears the sole responsibility for meeting all applicable requirements for any resulting claims, losses, and damages.

 

4. Price

4.1. From time to time, JMblasting helmet may issue price lists. Such price lists may show discounts to authorized JMblasting helmet distributors. No Customer shall beentitled to a distributor discount unless it has been so authorized by JMblasting helmet, in writing, prior to placement of the order.

4.2. JMblasting helmet may change its prices and discounts at any time in its sole discretion or in response to market conditions. JMblasting helmet will provide reasonable notice to Customers Price and discount changes shall not apply to orders that JMblasting helmet shall have confirmed in writing before the effective date of the price or discount changes.

4.3. If JMblasting helmet provides a quotation to a Customer, such quotation shall remain firm for 30 days from the date issued. If Customer accepts such quotationafter such 30- day period, a binding commitment to supply shall not arise unless and until JMblasting helmet confirms in writing that it will sell the Products at the priceoriginally quoted.

4.4. Subject to clause 4.2, the prices do not include freight and insurance. The prices also do not include taxes, where applicable. JMblasting helmet shall add suchcharges, where applicable, to the price of the Products and such charges shall appear as separate items on the invoice. JMblasting helmet may issue a supplementary invoice for any deferred or delayed charges that would otherwise be payable by Customer but for the fact that they were not known on the dateof invoice or were otherwise omitted from the invoice.

 

5. Delivery

5.1. JMblasting helmet’s standard shipping terms are ex works (EXW) JMblasting helmet’s warehouse. Customer shall pay any applicable freight charges as noted on JMblasting helmet’s invoices unless JMblasting helmet ships the Products on a “freight collect” basis. Consistent with EXW shipping terms, risk of loss or damage to the Productsshall pass from JMblasting helmet to Customer from the moment the Products leave JMblasting helmet’s premises. JMblasting helmet shall have no responsibility for clearing Products for export. Customer shall insure the Products in transit.

5.2. In the case of large orders that specify a single shipping destination and single shipping date, JMblasting helmet may elect in writing to absorb the freight charge anddeliver to Customer free into store (FIS). In this case, consistent with FIS shipping terms, risk of loss or damage to the Products shall pass from JMblasting helmet to Customer at the point of delivery to Customer’s premises. JMblasting helmet shall insure the Products in transit. JMblastinghelmet may impose a nominal charge for insurance and handling on large orders. JMblastinghelmet may not absorb the freight charge if Customer specifies the mode of shipment or JMblastinghelmet may add a surcharge tocover any additional freight costs incurred. Refer to JMblastinghelmet’s price list or contact JMblastinghelmet for further details.

5.3. At the time of delivery, whether at JMblastinghelmet’s warehouse for EXW shipments or at Customer premise for FIS shipments, Customer shall visually inspect the Products, to the extent practicable, for any obvious damage, defects, or other evidence that the Products do not conform to the order. Customer shall noteany damage on the shipment consignment note accompanying the shipment. Customer shall notify JMblastinghelmet of any damage to the Products. Customer shall include with such notice all relevant details including without limitation, the shipment consignment note with the damage duly noted thereon, the invoice to which the shipment relates, a description of the damage and digital photos.

5.4. JMblastinghelmet shall not be responsible for damage that could reasonably have been detected by Customer before Customer signed the shipment consignment note acknowledging receipt in good condition. If Customer could not reasonably have detected the damage at time of delivery, Customer must give JMblastinghelmet notice of damage within 30 days after receipt of delivery. If Customer does not give such notice within such 30 day period, the Products shall be deemed to have been accepted in good order and condition. In any circumstance, JMblastinghelmet shall not be responsible for damage occurring after risk of loss shall have passed from JMblastinghelmet to Customer.

5.5. Unless Customer makes a specific request in its order, JMblastinghelmet shall determine the mode of shipment.

5.6. Any ship date or delivery date that JMblastinghelmet may give to Customer is given in good faith but is only a best estimate. JMblastinghelmet shall use its reasonable efforts to make timely delivery although it cannot guarantee an exact delivery date. JMblastinghelmet is not responsible for late delivery due to circumstances beyond its reasonable control. Any delay or failure to perform obligations shall be executed if and to the extent that is caused by an eventor occurrence beyond the reasonable control of JMblastinghelmet and without fault or negligence, by way of example, such as acts of God, actions by any government authority whether valid or invalid, fires, floods, windstorms, explosions, riots, natural disasters, wars, embargoes, acts of terrorism, sabotage, or court injection or order.

5.7. JMblastinghelmet accepts no liability whatsoever for any loss or damage suffered by Customer because of any delay or failure to deliver any of the Products, irrespective of the cause.

5.8. JMblastinghelmet shall ship the Products as soon as they are ready for delivery. Customer may neither delay delivery nor fail nor refuse to accept delivery.

 

6. Payment

6.1. Subject to credit approval, the payment terms are “Net 30” meaning that payment in full is due thirty days from invoice date.

6.2. Customer shall pay the invoice price in full and shall have no right to set off against such price any claims that Customer may have against JMblastinghelmet. All payments shall be made in currency as defined in section 1.6.

6.3. JMblastinghelmet shall provide Customer with bank details for payments made by wire transfer, the preferred method of payment.

6.4. Prompt payment shall be deemed a material condition and Customer’s late payment shall be deemed a material breach of such condition. In relation to the payment terms, time is of the essence. Late payments shall bear interest at lesser of (i) 1.5% per month or (ii) the highest rate permitted under applicable law. In addition, Customer shall pay JMblastinghelmet, on demand, all collection costs (including legal expenses) incidental to recovering payments of moneys owing,whether or not legal proceedings are instituted.

6.5. JMblastinghelmet reserves the right to alter its payment terms to Customer at any time in JMblastinghelmet’s sole and absolute discretion. JMblastinghelmet may exercise suchright on an order by order basis. JMblastinghelmet may require Customer to post security for payment before acceptance of an order or its delivery. JMblastinghelmet maywithhold acceptance of an order, or its delivery, until Customer pays cash or posts security in accordance with the payment terms specified by JMblastinghelmet.

6.6. JMblastinghelmet may delay shipping an order until Customer has paid any overdue balance.

 

7. Orders

7.1. The Products are subject to minimum order sizes to facilitate shipping. JMblastinghelmet can only accept purchase orders for complete shipper quantities. Refer to JMblastinghelmet’s price list or contact JMblastinghelmet for details.

7.2. Lead times will vary depending upon whether JMblastinghelmet has the Products in stock at the time that Customer places its order. Upon Customer request, JMblastinghelmet shall advise Customer of its estimated relevant lead times.

7.3. Customer shall use online system whenever possible. When not possible, customer shall email orders.

7.4. All purchase orders must have a purchase order number, date, person authorized to purchase, delivery address and accounts address.

7.5. Customer shall not modify or cancel a purchase order except with JMblastinghelmet’s approval. Any request to modify or cancel a purchase order must be in writing and sent to JMblastinghelmet.

7.6. Customer shall immediately confirm, in writing, all verbal instructions and orders. JMblastinghelmet may wait until Customer does so before executing Customer’s verbal instructions and orders. If JMblastinghelmet does not wait, JMblastinghelmet shall execute Customer’s verbal instructions and orders entirely at Customer’s risk. In that case, JMblastinghelmet accepts no responsibility for errors and omissions.

8. Return Policy

8.1. Customer may only return the Products to JMblastinghelmet, and receive a credit or refund, with JMblastinghelmet’s authorization. JMblastinghelmet may withhold its authorization in its sole and absolute discretion.

8.2. To return the Products or to receive a credit, Customer must contact JMblastinghelmet and request a Returns Authorization Number. If JMblastinghelmet authorizes the return, JMblastinghelmet shall give Customer delivery instructions.

8.3. Customer must return each Product to JMblastinghelmet in its original condition and packaging within 30 days after delivery, and must specify the Return Authorization Number on the packaging. The Products must be unsoiled, undamaged and in a resalable condition (or Customer shall pay for all costs of replacement or repair).

8.4. Customer shall deliver the Products to JMblastinghelmet at Customer’s risk and cost. JMblastinghelmet accepts no responsibility for loss or damage to the Products.

8.5. Customer shall adequately pack the Products and ship the Products, freight prepaid, to JMblastinghelmet’s warehouse.

8.6. JMblastinghelmet will issue a credit for the invoice value of all Products accepted for return. JMblastinghelmet, however, reserves the right to apply a handling charge of 10% of invoice value should the Products need repacking prior to resale.

 

9. Product Changes

9.1. JMblastinghelmet is continually improving and upgrading the Products, the specifications, dimensions and Product information are subject to change. JMblastinghelmet will notify the customer of any changes prior to product being released. Any such alterations shall not impose on JMblastinghelmet an obligation to alter the Products that JMblastinghelmet has already delivered to Customer.

9.2. JMblastinghelmet does not warrant that the Products conform to any specific design or sample.

 

10. Professional Advice

10.1. JMblastinghelmet does not provide professional advice concerning the Products or their use.

10.2. Customer accepts responsibility for ensuring that its employees, agents and customers are appropriately trained and experienced in the use of the Products and have read any relevant Information provided by JMblastinghelmet.

10.3. Customer accepts responsibility for ensuring that end users know how to use the Products. Customer shall discharge this responsibility through training sessions, hands-on demonstrations and technical support.

10.4. JMblastinghelmet offers no warranty of fitness for purpose. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY HERETO MAKES ANY REPRESENTATION AND EXTENDS NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING OUT OF PRIOR COURSE OF DEALING AND USAGE OF TRADE.

 

11. Limitation of Liability

11.1. Any liability of whatsoever nature arising directly or indirectly from any defect in the Products, or any advice tendered by JMblastinghelmet in connection with the Products, shall be limited to the replacement or repair of such defect and shall not in any case exceed the purchase price of the defective Products.

11.2. JMblastinghelmet is not liable for damage, loss or expense resulting from its failure to give advice or information or the giving of incorrect advice or information, whether or not due to JMblastinghelmet’s negligence or that of its employees, agents or sub-contractors.

11.3. JMblastinghelmet’s liability for loss arising from any defect or non-compliance in relation to the Products supplied is limited, at JMblastinghelmet’s option, to replacement of the Products or a refund not exceeding the purchase price of the defective or non-compliant Products. Under no circumstance shall JMblastinghelmet be liable for any incidental, special, indirect, consequential or punitive damages, including loss of profits, loss of revenues, loss of business, loss of operations, injury to reputation or loss of good will. JMblastinghelmet shall not be liable for death, personal injury or property damage resulting from, or relating to, use of the Products. Customer understands andagrees that all claims in the nature of products liability shall be its sole responsibility.

11.4 If Customer is buying the Products for resale, Customer accepts full responsibility for resolving any claims made by its customers and indemnifies JMblastinghelmet against, and will hold JMblastinghelmet harmless from, any such claims. Customer’s sole recourse against JMblastinghelmet is pursuant to these Conditions.

11.5. Customer shall strictly comply with any instructions for use, care and maintenance, trouble shooting, warnings and safety procedures provided by JMblastinghelmet. Where appropriate, Customer shall pass any such instructions to its customers and end users and Customer shall use its best efforts to ensure that they comply with such instructions. JMblastinghelmet shall not be liable for any costs or damages incurred by any person because of such person’s failure to comply with such instructions.

11.6. Where JMblastinghelmet gives technical advice, JMblastinghelmet does so to provide helpful suggestions only. JMblastinghelmet has not inquired, nor does it know, all of Customer’s unique circumstances to make a professional judgment. JMblastinghelmet assumes no obligation or liability for any technical advice so given. Customer accepts such technical advice entirely at its own risk. Customer shall use its own judgment and not rely upon JMblastinghelmet’s.

11.7. The liability of JMblastinghelmet under any circumstance shall not exceed the original purchase price paid by Customer for the Product or Products giving rise tosuch liability.

11.8. Some jurisdictions do not allow certain types of disclaimers in sales contracts or may limit the scope of such disclaimers. Therefore, the above disclaimers, limitations and exclusions may not apply in certain jurisdictions in which JMblastinghelmet sells the Products. As to such jurisdictions, the clauses above shall be deemed modified, and the offending sentences amended or removed, but only to the extent necessary to bring such clauses into conformity with the laws therein.

11.9. Force Majeure. Any delay or failure of JMblastinghelmet to perform its obligations will be excused if, and to the extent that JMblastinghelmet is unable to perform specifically due to an event or occurrence beyond its reasonable control and without its fault or negligence (which events may include acts of God; restrictions, prohibitions, priorities or allocations imposed or actions taken by a governmental authority; embargoes; fires; explosions; natural disasters; riots; or wars).

 

12. Compliance with Law and Regulations

12.1. JMblastinghelmet will manufacture and sell the Products in compliance with the federal, state, and local laws applicable to each Product. Distributors shall not modify any JMblastinghelmet manufactured components or products. Customer will comply with the federal, state, and local laws applicable to the handling, transportation, storage, use, processing, disposal, distribution, sale, and resale of Products and to any of Customer’s products that contain or are made by using Products. Under no circumstances will either party offer or make any payment or give anything of value to another person or entity where such payment or action would violate an applicable law or regulation, including, but not limited to, any applicable anti-bribery, anticorruption, or anti-kickback law.

12.2. Customer shall comply with all applicable laws and regulations in the countries where Customer intends to use or sell the Products. Specifically, and without limiting the generality of the foregoing, Customer shall comply with all health and safety requirements, labeling requirements, equipment requirements, registration and approval requirements, warranty requirements, truth in advertising requirements and country of origin marking requirements. Without limiting the generality of the foregoing, do not use hazardous abrasives (e.g. those that violate applicable standards/regulations, such as abrasives containing more than trace amounts of silica, lead, arsenic, etc.) – these could result in serious injury or death. Consult your abrasive supplier and read the material safety data sheets for the abrasives to be used to determine suitability for blasting applications. Refer to rpbsafety.com/important-safety-information/ for links to websites that can provide regulatory guidance.

12.3. At the time Customer places its order, it shall advise JMblastinghelmet of any such legal requirements to the extent they relate to the Product specifications, the manufacturing process, labeling or packaging. If JMblastinghelmet is able to do so, it shall comply with such requirements. JMblastinghelmet reserves the right to increase theprice to cover the reasonable cost of complying with any such requirements. Customer acknowledges that JMblastinghelmet shall be relying entirely upon Customer’s advice in respect to the legal requirements in Customer’s markets.

12.4 Customer shall not export the Products outside of the United States or permit any person acquiring Products from Customer to export them outside of the United States without JMblastinghelmet’s prior written consent in each instance.

 

13. Intellectual Property

13.1. All trademarks, service marks, and logos, both registered and unregistered, are the trademarks, service marks, or logos of their respective owners. JMblastinghelmet Intellectual Property means any patent, patented articles, patent applications, designs, industrial designs, copyrights, software, source code, database rights, moral rights, inventions, techniques, technical data, trade secrets, know-how, brands, trademarks, trade names, slogans, logos, and any other common law and proprietary rights, whether registered or unregistered anywhere in the world, that are owned by, developed in whole or in part by, or licensed by RPB Safety, LLC.

13.2. You must NOT purchase, sell or offer for sale any products that infringe upon proprietary JMblastinghelmet products or product designs.

13.3. Only current Customers whose accounts are in good standing shall have the right to use JMblastinghelmet IP’s trademarks. Such Customers may only use JMblastinghelmet IP’s trademarks to promote the JMblastinghelmet Products.

13.4. JMblastinghelmet IP has the right to review and inspect the use of its Trademarks and intellectual property from time to time to determine proper usage.

13.5. If Customer violates JMblastinghelmet IP’s Trademark and Copyright Guidelines, upon notification from JMblastinghelmet IP to the Customer, Customer must immediately stop using the JMblastinghelmet IP trademarks until the violation is remedied. Customer understands and agrees that this may require Customer to stop promoting and selling the JMblastinghelmet products until such trademark violation can be remedied to the satisfaction of JMblastinghelmet IP.

13.6. Whenever JMblastinghelmet stops doing business with Customer, or visa versa, Customer shall return all JMblastinghelmet promotional material in Customer’s possession. Customer shall also remove all references to JMblastinghelmet and its trademarks from Customer’s literature, website and other promotional material and immediately cease using any of JMblastinghelmet IP’s trademarks.

 

14. Disputes

14.1. Any dispute arising out of these Conditions or with respect to the sale of Products to Customer or relating to the Products supplied, work done or services rendered by JMblastinghelmet shall be resolved in accordance with the law of Michigan and in the courts of Michigan. Customer hereby submits to jurisdiction of Oakland County in the state of Michigan and federal courts located in the Eastern District of Michigan.

 

15. Severability

16.1. If any provision in these Conditions is deemed by a court to be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be Affected.

 

17. Non-Waiver

17.1. No failure by JMblastinghelmet to insist upon strict performance of any of these Conditions, or delay in exercising any of its rights or remedies, shall constitute a waiver or variation of these Conditions or a waiver of any such right or remedy.

 

18. Conflicts

18.1. The specific terms of any sales confirmation, sales quotation or invoice to which these Conditions are attached, or incorporated by reference, shall prevail in the event of a conflict.

 

19. Successors and Assigns

19.1 These Conditions will be binding upon Customer and its successors and assigns. Customer may not assign its rights hereunder or under any purchase order without the prior written consent of JMblastinghelmet which consent may be given or withheld in JMblastinghelmet’s discretion.

 

20. Consumer sales only

20.1 Distributor acknowledges and agrees that it may only distribute and sell JMblastinghelmet products to end users and customers located within the United States of America. Distributor shall include, in its terms of sale, provisions prohibiting the distribution, sale, transfer or making available of JMblastinghelmet products to distributors or third-party resellers and shall not make or allow such sales without the express written consent from JMblastinghelmet.