a petition in bankruptcy by or against Customer; (iii) the appointment of a receiver or trustee for Customer; (iv) the execution by Customer of an assignment for benefit of creditors; (v) a past due payment on any previous shipment of Goods to Customer by JHH; or (vi) JHH, in its sole discretion, determines that Customer’s financial condition has adversely changed. JHH reserves the right to cancel Customer’s credit at any time for any reason.
11. CUSTOMER’S PLANS AND SPECIFICATIONS: JHH does not guarantee that the Goods it sells conform to any of Customer’s plans, specifications, or intended use. Customer is solely responsible for verifying JHH’s interpretations of any such plans and specifications, and it is Customer’s sole responsibility to assure that Goods will be acceptable for Customer’s intended use. When JHH offers substitute Goods, Customer is solely responsible for confirming the acceptability of such Goods for such proposal.
12. DELIVERY: All contract dates and timelines begin upon receipt by JHH of a Customer’s order made during the Checkout or upon the delivery of the Invoice and payment in accordance with Section 3 of these Terms. Notwithstanding anything else to the contrary, delivery dates given in advance of actual shipment are approximate, and JHH shall not be liable for any penalty or damages for late delivery. If Goods are held beyond the delivery date for Customer, such Goods shall be stored at Customer’s risk and expense.
13. EXCUSABLE DELAYS: Notwithstanding anything else to the contrary, JHH shall have no liability if its performance is delayed or prevented by causes beyond its reasonable control, including, without limitation, acts of nature, labor disputes, government priorities, transportation delays, insolvency or other inability to perform by any manufacturer, vendor, or other third party that provides products to JHH for resale to Customer or other customers (“Vendor”), or any other commercial impracticability. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of delay.
14. WARRANTIES, DISCLAIMERS, AND LIMITATIONS: (a) LIMITED WARRANTY: JHH warrants that all Goods sold shall be free from faults in respect to materials and workmanship for a period of twelve (12) months from the date of the Invoice or Checkout, as applicable. JHH also warrants that the Goods shall, upon payment in full by Customer for the Goods, be free and clear of any security interests or liens. Customer’s exclusive remedy for breach of such warranties with respect to any Goods shall be limited to the repair or replacement (at JHH’s option) of such defective Goods. JHH shall have no responsibility for reimbursing repair or replacement costs incurred by Customer in connection with defective Goods, unless JHH has first given Customer written authorization to incur such charges. This warranty applies only to Goods properly used and maintained and does not apply to any Goods which are misused or neglected or which have been repaired, altered, or modified other than in accordance with instructions or written authorization provided by JHH. This warranty does not apply to any Goods not manufactured, assembled, or repaired by JHH, and Customer’s sole warranty with respect to such Goods shall be that of JHH’s Vendor, if any.
(b) VENDOR’S WARRANTIES: JHH shall assign to Customer any Vendor’s warranties or remedies provided to JHH by such Vendor.
(c) INTELLECTUAL PROPERTY INFRINGEMENT: JHH DISCLAIMS ANY AND ALL WARRANTIES OR INDEMNIFICATIONS AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.
(d) LIMITATIONS: OTHER THAN THE LIMITED WARRANTY PROVIDED ABOVE, JHH PROVIDES CUSTOMER WITH NO OTHER WARRANTY WITH RESPECT TO THE GOODS, WHETHER WRITTEN OR ORAL, EXPRESS, IMPLIED OR BY STATUTE. SUCH LIMITATION APPLIES EQUALLY TO ANY STATEMENTS, PICTURES, OR OTHER EXPRESSIONS ON JHH PLATFORMS. JHH SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
15. LIMITATIONS OF LIABILITY: UNLESS APPLICABLE LAW OTHERWISE REQUIRES, JHH’S TOTAL LIABILITY TO CUSTOMER OR TO ANY OTHER PERSON, RELATING TO ANY PURCHASES GOVERNED BY THESE TERMS, FROM THE USE OF GOODS FURNISHED BY JHH TO CUSTOMER, OR FROM ANY ADVICE, INFORMATION OR ASSISTANCE PROVIDED BY JHH (BY ANY METHOD, INCLUDING JHH PLATFORMS), IS LIMITED TO THE PRICE OF THE GOODS GIVING RISE TO THE CLAIM. JHH SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PENAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LABOR COSTS, LOSS OF EFFICIENCY, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF THE GOODS OR ANY ASSOCIATED GOODS, DAMAGE TO ASSOCIATED GOODS, LATENESS OR DELAYS IN DELIVERY, UNAVAILABILITY OF GOODS, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME, OR CLAIMS FROM THIRD PARTIES. IF JHH FURNISHES CUSTOMER WITH ADVICE OR OTHER ASSISTANCE WHICH CONCERNS ANY GOODS SUPPLIED HEREUNDER AND WHICH IS NOT REQUIRED PURSUANT TO THESE TERMS, THE FURNISHING OF SUCH ADVICE OR ASSISTANCE WILL NOT SUBJECT JHH TO ANY LIABILITY, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS.
16. EXPORTS: Export orders are not valid unless confirmed in writing by JHH. Customer, and not JHH, is responsible for compliance with all export control rules and regulations. Customer shall not name JHH as shipper or exporter of record in connection with the export of any Goods purchased from JHH.
17. PAYMENT RESTRICTIONS: Except for pre-approved credit arrangements, JHH will not accept third-party payments, cashiers’ checks, money orders or bank drafts. JHH accepts payment only by credit or debit cards in Customer’s name or by other contemporaneous transfer methods provided through JHH Platforms. Unless other arrangements are agreed to in writing by an authorized officer of JHH, payment must be made in full during the Checkout process or prior to procurement of Goods on the Customer’s behalf, any work being done with respect to the Goods or delivery of the Goods being made.
18. GOVERNING LAW: These Terms and all disputes related to it shall be governed by the laws of the State of Tennessee United States of America, without giving effect to its conflict of law rules.
19. JURISDICTION AND VENUE: Customer hereby irrevocably submits to the exclusive jurisdiction of the state courts of the State of Tennessee and to the jurisdiction of the United States District Court for the E.D. of Tennessee, for the purpose of any suit, action, or other proceeding related to, arising out of or based upon these Terms or in any way related to, arising out of or involving sale of Goods hereunder. The parties hereby consent to service of process by registered mail at the address to which notice is to be given. The exclusive venue for any proceeding under these Terms shall be solely in any state court in Knox County, Tennessee, or the Federal District Court for the E.D. of Tennessee.
20. WAIVER OF JURY TRIAL: CUSTOMER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM RELATED DIRECTLY OR INDIRECTLY TO (A) THESE TERMS OR ANY INVOICE OR CHECKOUT, (B) THE TRANSACTIONS CONTEMPLATED HEREBY, OR (C) ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (ORAL OR WRITTEN), OR ACTIONS OF ANY PARTY HERETO. THE WAIVER MADE HEREUNDER IS MADE KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY FOR SUBSTANTIAL CONSIDERATION.
21. GENERAL: Any representation, affirmation of fact and course of dealing, promise or condition in connection therewith or usage of trade not contained herein, shall not be binding on JHH. If any provision hereof shall be unenforceable, invalid or void for any reason, such provision shall be automatically voided and shall not be part of these Terms and the enforceability or validity of the remaining provisions of these Terms shall not be affected thereby. To the extent not contrary to applicable law, Customer waives any and all requirements or rights with regard to notice, demand, and presentment.
22. NOTICES: All notices, requests, payments, instructions, objections, or other documents to be given hereunder shall be in writing or by written telecommunication, and shall be deemed to have been duly given if (i) delivered personally (effective upon delivery), (ii) sent by a reputable, established courier service that guarantees next business day delivery (effective the next business day), or (iii) sent by facsimile or electronic mail (effective upon receipt in complete, readable form). Notices to Customer shall be addressed to the address provided during the Checkout or on the Invoice, and notices to JHH shall be addressed to: email@example.com (or as may be otherwise indicated, from time to time, to Customer by JHH).