Terms and Conditions

Exact Panel Works (EPW) Warranty. EPW warrants that all fabrication services contemplated by this Agreement shall be provided in a good and workmanlike manner, and in accordance with generally accepted industry practices and applicable laws. EPW warrants that all fabricated panels shall be free from defects in workmanship related to fabrication at the time the panels leave the EPW Facility. Buyer must notify EPW within 14 days of learning of defects and within 365 days of receiving the panels. Buyer’s sole remedy under this warranty shall be to allow EPW, at EPW’s option, either to reperform or supplement the services, or repair, replace or supplement the panels, with a credit for fabrication of any defective panels if those options are not feasible. Buyer agrees to assist EPW in obtaining replacement panels if replacement is necessary. Notwithstanding anything else contained herein, EPW shall have no obligation hereunder with respect to any panels which (i) have been improperly repaired or altered, (ii) have been subjected to misuse, negligence, or accident, (iii) have failed as a result of ordinary wear and tear, or (iv) have failed as a result of manufacturing defects. All warranties other than those specifically set forth in this paragraph are expressly disclaimed. EPW SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER IMPLIED WARRANTIES OF DESIGN, CAPACITY OR PERFORMANCE.

Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EPW’S TOTAL LIMIT OF LIABILITY ON ANY CLAIM, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, FOR ANY LOSS OR DAMAGE ARISING OUT OF, OR CONNECTED TO, OR RESULTING FROM THIS AGREEMENT, SHALL BE LIMITED TO THE AMOUNT PAID BY BUYER TO EPW FOR THE PARTICULAR JOB. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF CAPITAL, LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF ANTICIPATORY PROFITS, LOSS OF BUSINESS OPPORTUNITY, DAMAGE TO EQUIPMENT OR FACILITIES, DOWNTIME COSTS, GOVERNMENT FINES, OR CLAIMS OF CUSTOMERS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Payment Terms. All amounts owed on EPW's invoices shall be due within thirty (30) days of the date of the invoice. Interest will accrue on any invoiced amounts that are not paid when due at a rate of 1.5% monthly.

Shipping Costs; Risk of Loss. Customer will pay all shipping costs of inbound shipments of raw panels to EPW's facility and outbound shipments of finished fabricated panels to customer's client's designated project site. Customer shall retain all risk of loss during any shipment of the panels, including inbound shipments of the panels to EPW's facility and outbound shipments of the panels to customer's client's designated project sites.

Title. Customer shall retain ownership and title at all times to all panels and products sent to EPW for fabrication services.

Governing Law. The serviced provided by EPW and any contract related thereto shall be governed by and construed and enforced in accordance with the laws of the State of Illinois, without regard to the principles of conflicts of laws or to any choice of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Illinois

Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to the services provided by EPW, the parties shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties for a period of at least thirty (30) days. If the parties are unable to resolve any such dispute through negotiation, then each party hereto irrevocably and unconditionally (i) agrees that any action, suit or proceeding arising out of or related to the services provided by EPW, whether based in contract, tort or any other legal theory, shall be brought only in a state or federal court of competent jurisdiction located within DuPage County, Illinois or the United States District Court for the Northern District of Illinois (and in the appropriate appellate courts therefrom); (ii) consents and
submits to the personal jurisdiction of such courts in any such action, suit or proceeding; (iii) waives, to the fullest extent permitted by law, any claim, defense or objection to the venue of such courts (whether on the basis of forum non conveniens or otherwise); and (iv) agrees that it will not attempt the removal of any such action, suit or proceeding to any other court. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE AISING OUT OF OR WITH RESPECT TO THE SERVICES PROVIDED BY EPW OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION THEREWITH OR RELATED THERETO.