Terms and Conditions - Pulse Protect

TERMS & CONDITIONS:

Updated: December 23, 2020

Dealers who purchase PULSE^® or SAFETY F1RST^® brand brake light modules (“Products”), which are manufactured or imported or distributed by or on behalf of Williams & Lake, LLC (“Company”), by making such purchase, agree to be bound, and are bound, by the following Terms and Conditions.

No Resale of Uninstalled Products:

Products are sold to Dealers for the sole and exclusive purpose of the Dealers installing the Products in vehicles that Dealers intend to sell to consumers, such that the Center High Mount Stop Lamps (“CHMSL” or “third brake lights”) of the vehicles modulate in brightness when the vehicles’ brakes are actuated, according to Company’s proprietary algorithm. Accordingly, Dealers are expressly prohibited from reselling or otherwise providing any Product to any end user
or other third party, unless at the time of delivery of the Product to the end-user or other third party, the Product is already installed and properly functioning in a vehicle according to Company’s installation guidelines.

Failure of a Dealer to comply with this no-resale policy is a serious matter that exposes Company to ongoing liability resulting from the high potential for improper installation and other misuse of the Products by third-parties. Dealer agrees that any failure by Dealer to comply with this no resale policy will cause irreparable harm to Company for which monetary damages are inadequate, and Dealer agrees to accept, without bond, and to not contest, any injunctive relief sought by Company against Dealer if dealer fails to comply with this no-resale policy. Dealer’s stipulation to injunctive relief under this no-resale policy does not limit Company’s right to seek other remedies against Dealer for breach of this no-resale policy, including but not limited to monetary damages, and Company expressly reserves its rights to all such remedies. Additionally, Dealer shall pay Company’s reasonable costs and attorney fees incurred by Company in any successful enforcement of this no-resale policy against Dealer.

Limited Warranty:

Company sells Products with the intent that they are free of defects in material and workmanship at the time of sale. The obligations of Company under this warranty shall be limited to the requirement to repair or replace any defective Product which is returned to Company within five (5) years from the date of delivery to the Dealer (named as the “Bill To” party above). Company does not authorize anyone to obligate Company in any way beyond the terms set forth herein. Company does not warrant any product which is or has been the subject of misuse, negligence, accident, repair, or alteration which, in the judgment of Company, affects the Product’s reliability.

Within five (5) days of receipt by the Dealer of any Products, the Dealer shall inspect the Products and immediately notify Company of any defects. Failure to so notify the company in writing of any defects within five (5) days of receipt shall constitute conclusive proof that the Products were received without defect at the time of delivery.

Dealer shall adhere to all rules, requirements, eligibility standards, manuals, and procedures of Company relative to the sale and installation of the Products.

The terms of this Agreement may not be modified by Dealer unless agreed to by Company in writing. Dealer agrees that the terms and conditions set forth herein govern all past purchases of Product by Dealer from Company, regardless of whether those prior purchases were accompanied by these terms and conditions at the time of purchase. Dealer shall indemnify, defend and hold harmless Company from and against any and all claims or legal proceedings for damages, claims, liabilities, judgments, awards, penalties, fines and expenses, resulting from or arising out of (a) any act, error or omission committed by Dealer, its agents and employees, except to the extent the party seeking indemnification also caused, contributed to or compounded the loss; or (b) the failure by the Dealer, its agents and employees to comply with any law, regulation, rule or governmental directive.

The Company shall indemnify, defend and hold harmless the Dealer from and against any and claims or legal proceedings for damages, claims, liabilities, judgments, awards, penalties, fines and expenses asserted by customers who purchase the Product for bodily injury or property damage only, resulting from or arising out of the customers use of the Product, except to the extent such damages, claims, liabilities, judgments, awards, penalties, fines and expenses is caused in whole or in part by (i) the customers’ own negligence, misconduct, or violation of any traffic or safety laws, government ordinance, rule and statute; or (ii) the improper installation of the Product by the Dealer or customer; or (iii) an unauthorized alteration of the Product. The Company shall name the Dealer as an additional insured on any insurance policy carried by the Company with respect to such coverage.

THE WARRANTIES PROVIDED BY THE COMPANY AS REFERRED TO ABOVE SHALL BE THE SOLE AND EXCLUSIVE WARRANTIES OF THE COMPANY. THERE SHALL BE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER OBLIGATION ON THE PART OF THE COMPANY WITH RESPECT TO THE PRODUCTS. IN NO EVENT SHALL THE WARRANTIES OF THE COMPANY REQUIRE MORE FROM THE COMPANY THAN THE REPAIR OR REPLACEMENT OF ANY PRODUCT WHICH IS FOUND TO BE DEFECTIVE WITHIN THE EFFECTIVE PERIOD OF THE WARRANTY. THE COMPANY SHALL HAVE NO LIABILITY FOR ANY INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFIT OR LOST REVENUE, EVEN IF COMPANY HAS BEEN ADVISED, OR IS OTHERWISE AWARE, OF THE POSSIBILITY OF SUCH DAMAGES.

Disclaimer of Liability:

These Terms & Conditions supersede and replace any prior statements, promises or representations made by its agents or representatives and the Dealer acknowledges and agrees that it may not rely upon any oral or written statements made about the Product other than those statements contained within these Terms and Conditions. The Company makes no representation, warranty or promise that the Product complies with any applicable state or federal laws or statutes or rules and regulations promulgated by any government agency. The Dealer assumes sole responsibility, risk, and liability for ensuring compliance with any applicable state or federal laws or statutes or regulatory rules and regulations promulgated by any government agency. The Dealer agrees that the Company shall not be liable for or responsible in any way for damages, claims, liabilities, judgments, awards, penalties, fines, and expenses arising from or related to the purchase of the Product and the installation of the Product on vehicles should it be determined that the Product and its installation on vehicles violates any applicable state or federal laws or statutes or rules and regulations promulgated by any government agency.

This Agreement shall be construed under the laws of the State of Maryland, notwithstanding conflicts of laws principles or the application of the United Nations Convention on the International Sale of Goods. Company and Dealer hereby agree to the exclusive jurisdiction of, and venue in, any federal or state court located within Montgomery County, Maryland for any litigation or claims arising out of this Agreement.