6. SAW SHALL NOT BE LIABLE FOR INDIRECT OR INCIDENTAL DAMAGES OR SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO: LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, SAW SHALL NOT BE LIABLE FOR THE TYPES OF DAMAGES ENUMERATED ABOVE WHETHER OR NOT SAW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS PARAGRAPH SHALL SURVIVE THE FAILURE OF ANY EXCLUSIVE REMEDY.
THE ENTIRE LIABILITY OF SAW AND ITS SUBSIDIARIES, AFFILIATES AND SUBCONTRACTORS, (AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUBCONTRACTORS AND SUPPLIERS OF ALL OF THEM), AND CUSTOMERS EXCLUSIVE REMEDIES FOR ANY DAMAGES CAUSED BY ANY PRODUCT DEFECT OR FAILURE, OR ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE OF ANY WORK OR SERVICE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE SHALL BE: (1) FOR FAILURE OF PRODUCTS DURING THE WARRANTY PERIOD, THE REMEDIES STATED IN SAID WARRANTY; (2) FOR SAW’S FAILURE TO PERFORM ANY MATERIAL TERM OF THIS AGREEMENT, CUSTOMER’S SOLE REMEDY SHALL BE TO CANCEL THIS AGREEMENT WITHOUT INCURRING CANCELLATION CHARGES IF SAW FAILS TO CORRECT SUCH FAILURES WITHIN THIRTY (30) DAYS OF RECEIPT OF CUSTOMER’S WRITTEN NOTICE; (3) FOR DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY OR FOR BODILY INJURY OR DEATH TO ANY PERSON FOR WHICH SAW’S SOLE NEGLIGENCE WAS THE PROXIMATE CAUSE, CUSTOMER’S RIGHT TO PROVEN DAMAGES TO PROPERTY OR PERSON; AND (4) FOR CLAIMS OTHER THAN SET FORTH ABOVE, SAW’S LIABILITY SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE PRICE OF SERVICE GIVING RISE TO THE LIABILITY OR $5,000, WHICHEVER IS LESS.
DISCLAIMER; SAW, ITS SUBSIDIARIES AND THEIR AFFILIATES, SUBCONTRACTORS AND SUPPLIERS, MAKE NO WARRANTIES EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Payment is expected immediately, unless a credit account is established with SAW and then payment is expected within the terms prescribed by SAW. Interest fees will be charges on unpaid balances after 10 days in delinquency at a monthly rate of 1.5% against the unpaid balance. The payment for this quoted amount at this specific location are not subject Back Charges or funds withheld from any other job locations disputes. Likewise, the quality of work and performance of the system installed at this location is not subject to back charges or withheld payments on future locations for this general contractor or building owner. Restrictive endorsements or other statements on checks will not be applicable and will not be honored by SAW. Customer agrees to reimburse SAW for reasonable attorneys’ fees and any other costs incurred by SAW in association with the collection of delinquent payments hereunder.
8. This quotation expires in 5 days unless it is accepted by Signature and returned to SAW within that time. If this quotation is accepted by signature, it will remain valid for an additional 30 days. This quotation will expire after the 30 days of acceptance unless extended by SAW at its sole discretion.
9. When this quotation is signed by both parties it becomes the contract by which SAW and the signing party will operate throughout this project. By signing this quotation, Buyer and Guarantor specifically agree that any controversy or claim arising out of this Agreement shall be settled by arbitration in Charlotte, North Carolina (as exclusive venue) administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on any award rendered by arbitrator(s) may be entered in any court having jurisdiction thereof. Any controversy or claim arising out of this Agreement has against SAW with respect to this Agreement must be brought within one (1) year after the cause of action arises.
10. SAW shall have no liability for delays, failure in performance or damages due to: fire, explosion, power failures, pest damages, lightning or power surges, strikes or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw materials, transportation facilities, fuel or energy shortages, performance or availability of communications services or network facilities, unauthorized use of the Products, or other causes beyond SAW’s control whether or not similar to the foregoing.
11. Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. However, SAW may assign this Agreement to a present or future affiliate, subsidiary, successor or distributor or may assign its right to receive payment without Customer’s consent. Further, such consent shall not be required if Customer assigns this Agreement to an affiliate or subsidiary, or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.
12. Except as set forth herein, SAW may subcontract services to be performed under this Agreement but shall retain responsibility for the services.
13. Any supplement, modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties. If either party fails to enforce any right or remedy available under this Agreement, that failure shall not be construed as a waiver of any right or remedy with respect to any other breach or failure by the other party. This Agreement shall be governed by the local laws (as opposed to the conflict of law provisions) of the State of North Carolina. THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED HEREUNDER AND SUPERSEDES ALL PRIOR AGREEMENTS, PROPOSALS, COMMUNICATIONS BETWEEN THE PARTIES AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL.