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Terms and Conditions

INDEMNIFICATION AND HOLD HARMLESS AGREEMENT

Purchaser is hiring PRINTiT Industries, LLC, ("PRINTiT") to manufacture the product (the "Product") selected by the Purchaser on PRINTiT’s website. The contractual terms relating to the quantities of Product ordered, the price, and payment are set forth in the purchase order. Purchaser is responsible for selecting the appropriate Product to match Purchaser’s equipment model and for installation of the Product into Purchaser’s equipment.

This Indemnification and Hold Harmless Agreement ("Agreement") is entered into as of the date set forth of Purchaser’s order of the Product.

In consideration of the mutual promises and covenants contained in this Agreement and the purchase order, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged and intending to be legally bound, PRINTiT and Purchaser agree as follows:

  1. Warranty

    1. PRINTiT warrants to Purchaser that upon delivery to Purchaser the Product will perform as described on PRINTiT’s website (www.PRINTiTIndustries.com). This warranty specifically excludes and PRINTiT shall not be liable for, any action or omission by Purchaser or any other entity including, without limitation, any failure to order the appropriate Product for Purchaser’s equipment, properly install the Product in Purchaser’s equipment, or correctly use the Product, which results in the damage or destruction after the Product is delivered. Notwithstanding any other provisions within this agreement, Purchaser’s sole remedy for breach of the foregoing warranty shall be repair of the Product, replacement of the Product, or refund of the purchase price, at PRINTiT’s sole option.

    2. THE EXPRESS WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AS WELL AS ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

  2. Indemnification of PRINTiT. Purchaser hereby agrees to defend, indemnify and hold harmless PRINTiT and its directors, officers, agents and employees from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys’ fees ("Losses"), to which they may become subject as a result of any claim, demand, action or proceeding brought by Purchaser or a third party based upon death or injury to any person or damage to any property arising from anyone’s improper Product selection, Product installation, or Product use.

    In the event PRINTiT seeks indemnification under this Section 2, PRINTiT will inform Purchaser of a claim as soon as reasonably practicable after it receives notice of the claim, will permit Purchaser to assume direction and control of the defense of the claim (including the right to settle the claim), and will cooperate as reasonably requested (at the expense of Purchaser) in the defense of the claim. Notwithstanding the foregoing, Purchaser shall not settle any such claim, without PRINTiT’s prior written consent, unless such settlement completely and forever releases PRINTiT of any and all liability or obligations with respect to such claim. PRINTiT shall have the right to participate in the defense of any claim with counsel of its choice at its own expense.

  3. LIMITATION OF LIABILITY. SUBJECT TO A PARTY’S OBLIGATIONS UNDER SECTION 2, IN NO EVENT WILL PRINTIT BE LIABLE TO PURCHASER (WHETHER IN CONTRACT, IN TORT OR OTHERWISE) FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING ANY LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF PRINTIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PRINTIT BE LIABLE TO PURCHASER IN AN AMOUNT GREATER THAN THE AMOUNTS ACTUALLY PAID BY PURCHASER TO PRINTIT HEREUNDER.

  4. Notices. Any notice required to be given pursuant to the terms and provisions hereof shall be in writing, and shall be sent by overnight courier service or by telefax followed by first-class mail or certified mail, return receipt requested, to the respective addresses of the parties set forth in the Purchaser’s purchase order or PRINTiT’s website.

  5. Applicable Law, Severability.

    1. This Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of South Carolina without giving effect to any choice of law provisions thereof. For purposes of any matter of interpretation, purpose or effect and as to all claims brought under this Agreement, each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the County of Anderson, State of South Carolina, and waive any rights they may have to assert jurisdiction or venue in any other court or forum.

    2. If particular portions of this Agreement are ruled unenforceable and are not material, such portions shall be deleted and all other terms and conditions of this Agreement shall remain in full force and effect. Material deletions shall be negotiated to the mutual satisfaction of the parties.

  6. Survival. Expiration or termination of this Agreement will not relieve the Parties of any obligation accruing prior to such expiration or termination.