1. Warranty Policy: Priority H makes not warranty, whether express or implied, other than this Limited Warranty. This Limited Warranty is made to the original end user (“Buyer”) only and is non-transferable.
2. Limited Warranty: Priority H warrants that this product is composed of the materials and quantities described on the label of the Product and the materials are free from defects. Priority H warrants that for the Warranty Period, under normal use in accordance with the instructions of Priority H, the product is free from defects.
3. Buyer recognizes that the products are biological products and accordingly there may be a difference in purity from one batch to another and that the products may be or become impure or otherwise unusable by reason of factors outside of Priority H’s control. Seller warrants that the Safety Data Sheets for the Products are accurate and complete in all material respects.
4. If the product fails to meet this warranty and buyer gives Priority H written notice thereof or returns the product to Priority H during the applicable Warranty Period, Priority H shall replace the product or refund the purchase price, in its sole discretion. Buyer shall be solely responsible for the selection, use, efficiency, and suitability of the product and Priority H shall have no liability therefore. Priority H’s maximum liability under this limited warranty is the replacement of the product purchased or the return of the purchase price, in the sole discretion of Priority H.
5. Warranty Period: This Limited Warranty is limited to the earlier of: (1) ninety (90) days from the date the products is delivered to Buyer; or (2) any expiration date on the product.
6.Refunds: Priority H reserves the right to refund the purchase price instead of replacing a product.
7. What is not covered: This warranty does not cover products which was not properly stored, out of date, modified, contaminated, combined with third party products or otherwise physically damaged by Buyer or a third party or which was not in the original Priority H products packaging. Buyer shall be obligated to determine if its specific intended use of the products is permitted and free from infringement.
8. Warranty Limitations. DEVIATIONS FROM THESE WARRANTY CONDITIONSSHALL ONLY BE MADE IN WRITING BY AN AUTHORIZED PRIORITY H REPRESENTATIVE. NOPERSON, INCLUDING ANY AUTHORIZED RESELLER OR RETAILER, AUTHORZED THIRD PARTYSELLER, AGENT, DISTRIBUTOR, OF PRIORITY H, IS AUTHORIZED TO MODIFY THISWARRANTY OR MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF PRIORITY H CONCERNINGANY PRODUCTS SOLD BY PRIORITY H, EXCEPT TO REFER BUYERS TO THIS WARRANTY
9. PRIORITY H MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAWOR OTHERWISE (INCLUDING BUT NOT LIMITED TO ANY WARRANTY WITH RESPECT TO TITLE,ANY OBLIGATIONS OF PRIORITY H WITH RESPECT TO THE IMPLIED WARRANTY OFMERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS, ANY IMPLIED WARRANTY ARISINGFROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE,AND ANY OBLIGATION OR LIABILITY OF PRIORITY H FROM TORT, OR FOR LOSS OF USE,REVENUE OR PROFIT, OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES) OR WHETHER ORNOT OCCASIONED BY THE NEGLIGENCE OF PRIORITY H. THIS PARTS LIMITEDWARRANTY STATES THE ENTIRE OBLIGATION OF PRIORITY H IN CONNECTION WITH THETRANSACTION FOR ANY PART. THE WARRANTY SHALL NOT BE EXTENDED, ALTERED ORVARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY PRIORITY H. IT ISUNDERSTOOD AND AGREED THAT IF PRIORITY H IS FOUND LIABLE, WHETHER IN CONTRACT,IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE, LIABILITY SHALL NOTEXCEED THE COST TO REPAIR OR REPLACE, OR THE RETURN OF THE AMOUNT OF THEPURCHASE PRICE PAID BY THE PURCHASER, AS DETERMINED BY PRIORITY IN ITS SOLEDISCRETION, AND UNDER NO CIRCUMSTANCES SHALL PRIORITY H BE LIABLE FOR SPECIAL,INDIRECT OR CONSEQUENTIAL DAMAGES. IN ANY EVENT, PRIORITY H’S LIABILITYFOR ANY DEFECTIVE PRODUCT SHALL BE LIMITED TO THE REPLACEMENT OF THE PRODUCT ORRETURN OF THE PURCHASE PRICE, IT IS ACKNOWLEDGED THAT SELECT STATES DO NOTPERMIT EXCLUSIVE OR LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES ORLIMITATIONS ON THE DURATION OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATIONS OREXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY EXTENDS TO YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
10. THIS WARRANTY STATES THE ENTIRE OBLIGATION OF PRIORITY H IN CONNECTIONWITH ANY PURCHASE OF PRODUCT.
11. This Limited Warranty does not cover miscellaneous expenses including labor costs, materials, lost time or wages, or storage fees. Some states do not allow limitations on how long an implied warranty lasts, or exclusions or limitations of incidental or consequential damages, your rights may vary state to state.
I. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES ANDNOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTHHEREIN, WILL PRIORITY H, ITS AFFILIATES OR ITS OR THEIR SUPPLIERS,SUBCONTRACTORS OR AGENTS BE LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL,PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OFPROFITS, BUSINESS, REVENUES OR SAVINGS, EVEN IF PRIORITY H HAS BEEN ADVISED OFTHE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE,IN EACH CASE, WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OFCONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY;(B) ANY CLAIMS, DEMANDS OR ACTIONS AGAINST CUSTOMER BY ANY THIRD PARTY; (C) ANYLOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S IMPLEMENTATION OFANY CONCLUSIONS OR RECOMMENDATIONS BY PRIORITY H OR ITS AFFILIATES BASED ON,RESULTING FROM, ARISING OUT OF OR OTHERWISE RELATED TO THE PRODUCTS; OR (D) ANYUNAVAILABILITY OF THE PRODUCT FOR USE. IN THE EVENT OF ANY LIABILITY INCURREDBY PRIORITY H OR ANY OF ITS AFFILIATES, THE ENTIRE LIABILITY OF PRIORITY H ANDITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THEGREATER OF: (A) THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) GIVINGRISE TO THE CLAIM; (B) THE COST TO REPLACE THE PRODUCT; or (C) $500.00.
J. PRICING INFORMATION; AVAILABILITY DISCLAIMER.RETURNS-ORDER CANCELLATION. Due to the nature of Priority H’s Products, Priority H does not accept the return of any Product. Orders may be cancelled prior to shipment.
K. GENERAL PROVISIONS:
1. Waiver. Failure by any party to enforce any of its rights hereunder shall not be construed to be a waiver of such party's rights or ability thereafter to enforce any of such party's rights under these Terms and Conditions.
2. Severability. If any one or more of these Terms and Conditions are for any reason be held to be invalid, illegal, or unenforceable, the remaining Terms and Conditions shall be unimpaired and will continue in full force and effect.
3. Headings. Headings are for the purpose of reference only and shall not in any way limit or affect the meaning or interpretation of these Terms and Conditions.
4. Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous terms, conditions, and representations concerning the subject matter hereof.
5. Assignment. Customer may not assign any contract between Priority H and Customer without the prior written consent of Priority H.
6. Listing Errors. Priority H assumes no liability for errors in listings, specifications, Product numbers, or prices contained within the Priority H Product literature. Priority H reserves the right to change listings, specifications, Product numbers or prices at any time without notice.
7. Limitations on Actions. No action against Priority H for breach hereof may be commenced more than one year after the accrual of the cause of action.
8. Technical Advice. Priority H assumes no obligation or liability on account of any recommendation, opinion, or advice concerning the choice or use of any Product.
9. Venue. All proceedings involving the performance, interpretation or enforcement of any of the provisions arising out of or relating to these the Order or these Standard Terms and Conditions shall be brought exclusively in the circuit court in Manitowoc County, Wisconsin or the Federal District Court located in Green Bay, Wisconsin. Customer waives any claim that the forum selected is inconvenient.
10. Force Majeure. Neither Customer nor Priority H shall be liable for delays occasioned by unforeseeable causes beyond their control and without their fault or negligence; provided, however, that if any such delay occurs, Priority H shall have the option to cancel all or any part of the Order. Written notice of any such delay, including the anticipated duration of such delay, must be given by the nonperforming party within ten (10) days of the unforeseeable cause or event.
11. Cancellation. Priority H reserves the right at any time and from time to time without cause, to cancel all or any part of the undelivered portion of the Order by notice to Customer. In the event of such cancellation, Priority H shall not be liable to Customer for loss of anticipatory profits. The provisions of this paragraph shall not limit or affect Priority H's right to terminate the Order for default of Customer.
12. Default. Upon the happening of any one or more of the following events, Priority H shall forthwith have the unrestricted right to cancel and terminate the Order without cost or liability to Priority H: (1) Customer's insolvency or inability to meet obligations as they become due; (2) filing of voluntary or involuntary petition of bankruptcy by or against Customer; (3) institution of legal proceedings against Customer by creditors or stockholders; (4) appointment of a receiver for Customer by any court of competent jurisdiction. The acceptance of goods or performance after the occurrence of any of the events above enumerated shall not affect the right of Priority H to cancel its additional obligations.
13. Electronic Transactions. Priority H and Customer agree that all business transactions may be conducted by electronic means, including the use of electronic signatures, subject to Wisconsin Statutes Chapter 137.
14. Notices. Any notice given hereunder shall be deemed duly given when sent by pre-paid, first class mail.
Any notice to Priority H must be sent to:
Priority H, LLC
Attn: Richard Breunig, President
3504 County Road CR