Firebot Inc. General Terms & Conditions
These General Terms and Conditions (“General Terms”) hereby supersede and replace any implied terms and conditions, which, by Customer’s acceptance of goods from Firebot Inc., are hereby expressly rescinded Consumer and disclaimed by Firebot Inc. Throughout these Terms and Conditions, we will refer to Firebot Inc. as “Firebot” or “Seller” and to the Customer as the “Buyer”. These General Terms apply to all Stovetop orders received directly from Firebot, purchased or otherwise obtained via a third party retailer or other authorized agent.
Scope of Undertaking
Seller is a vendor of goods only. Those goods are designated and labeled the Smart Cooktop Fire Suppression System (the “System”). This system is a supplemental fire suppression system designed to reduce the incidence, likelihood, and severity of damage caused by stovetop fires. It is neither a replacement nor intended to be used in leu of traditional alarm, sprinkler systems, and hand-held fire extinguishing devices. Installing the System does not fulfill either the commercial or residential requirements for fire alarm or extinguishing systems of any jurisdiction in the United States. The System is intended to augment a fire alarms and safety devices that are thorough and properly installed and maintained in accordance with the local jurisdiction’s statutes and fire code. The System is not intended nor can it be expected to supplement deficient or improperly maintained alarms and other fire safety extinguishers and devices set forth in the local fire code.
No services regarding installation, maintenance, or repair of the System, with the sole exception of warranty claims for products damaged or otherwise inoperative on delivery are covered or provided by Seller. Seller will not perform labor, services, equipment, or materials except as provided in the product packaging at the time of original retail sale. Except as specifically set forth below in the Limited Warranty, Seller makes no guaranty or Warranty that equipment or services supplied by the Seller will detect or avert occurrences or the consequences therefrom that the equipment or services are designed to detect or avert. Buyer’s purchase of the Seller’s product(s) which include these Terms and Conditions shall create an enforceable contract between Seller and Buyer. Any alterations or additions to these Terms and Conditions must be signed and each page thereof initialed by both Buyer and Seller or shall be null and void and of no legal effect.
Equipment Disconnections and Remote Monitoring
Buyer is ON NOTICE that a portion of the System’s capabilities relate to monitoring fire events and the existence of potential contaminants in the theatre of service from a remote location via a third-part service. Seller has no contractual nor other relationship with any third-party monitoring service and cannot detect, report, correct, or otherwise become aware of or control any disconnection, errors, or other issues relating to the System or other transmitter components’ signaling and communication. Seller receives may seek to obtain post-hoc monitoring data for
product development purposes, but does not receive nor review any data obtained for monitoring or for fire-prevention or other safety-related services.
Seller has no relationship with nor endorses any third party. Seller accepts no liability for actions of third parties regarding monitoring, maintenance, installation, cleaning, nor any other interaction with Firebot products.
Installation & Modification
Units will be installed in accordance with manufacturer’s specs. Firebot shall not be liable for any loss or damage due to modification to the unit or installation not per manufacturer’s print specifications
Fire Suppression
Firebot is not an approved fire extinguishing device as that term is employed in defined in the various state and local codes of the United States. Firebot fire suppression devices are intended to augment, not to supplement, fire suppression and safety in and of environments properly equipped with sprinkler and fire extinguishing devices.
Limitation of Liability
In consideration of the potential relative costs and benefits accruing to Seller for providing the System, Buyer agrees that under no circumstances shall the liability of Seller, whether in tort or in contract, arising out of use of the System, exceed the lesser of Manufacturer’s Suggested Retail Price or the actual price paid by Buyer for the System if discounted.
Warrantees
Firebot warrantees that it is the sole owner of the Patents, Trademarks, and other intellectual property represented on its packaging and other materials.
Firebot warrantees the authenticity of certifications represented on its packaging and other materials.
Except as written in this agreement, Firebot products are sold as is.
Firebot does not warrantee the merchantability of its products. Firebot does not warrantee its products’ fitness for a particular purpose. Except as expressly warranted in this document, there are no warranties, express or implied. Firebot is not and does not hold its products or itself out as a “Fire Extinguisher” as that term is defined in US State and Federal law. Firebot disclaims warrantee that its products will contain or extinguish fire. Firebot products are intended to augment Fire Extinguishing devices that are properly installed per local code. Firebot does not endorse nor warrant its
devices to supplement or be substituted for any Fire Extinguisher or Fire Extinguishing system. Firebot is not a “Fire Alarm” as that term is defined by the laws of any US State, local, or Federal code. Firebot does not warranty that its products will perform any of the actions a Fire Alarm is designed or specified, and/or would be expected to perform. Firebot does not warrantee its products’ performance for any safety or property protection application. Firebot shall not be held liable for incidental, consequential, or exemplary damages arising from use of its product. Under no circumstances shall damages exceed the retail price actually paid for the Firebot product unit.
Arbitration & Jury Trial Waiver
Any dispute, controversy or claim arising out of or relating in any way to this agreement including without limitation any dispute concerning the construction, validity, interpretation, enforceability or breach of this agreement, shall be resolved exclusively by means of binding arbitration upon a Party’s submission of the dispute to arbitration. In the event of a dispute, controversy or claim arising out of or relating in any way to this agreement, the complaining Party shall notify the other Party in writing thereof. Within thirty (30) days of such notice, management level representatives of both Parties shall meet at an agreed location to attempt to resolve the dispute in good faith. Should the dispute not be resolved within thirty (30) days after such notice, the complaining Party shall seek remedies exclusively through arbitration. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after two years from when the aggrieved party knew or should have known of the controversy, claim, dispute, or breach.
The parties mutually waive the right to trial by jury. This means that any disputes between Buyer and Seller will be resolved before one or a group of arbiters, not in a trial court that includes a jury.
This agreement to arbitrate shall be specifically enforceable. A Party may apply to any court with jurisdiction for interim or conservatory relief, including without limitation a proceeding to compel arbitration.
The arbitration shall be conducted by one arbitrator if the amount in controversy is less than $1 Million USD. If the amount in controversy exceeds $1 Million USD, three arbiters shall be selected. If the Parties are not able to agree upon the selection of an arbitrator within thirty days of commencement of an arbitration proceeding by service of a demand for arbitration, the American Arbitration Association shall select the arbitrator in accordance with the terms of this agreement. For three arbiters, each party shall select one arbitrator within thirty days of commencement of the arbitration and those two designated arbitrators shall select a third neutral arbitrator within fifteen days of their designation. If the two arbitrators cannot agree on selection
of a third arbiter within twenty days of their appointment, the American Arbitration Association shall select such arbitrator in accordance with the terms of this agreement.
Arbitration shall be conducted in accordance with the then existing Commercial Rules of the American Arbitration Association. The Arbiters shall have the sole authority to determine questions of arbitrability including questions of jurisdiction, venue, and standing.
The Parties shall be entitled to discovery in the arbitration. Any Party shall be entitled to depose any expert who will testify in the arbitration proceeding but shall pay the regular hourly rate of such expert during such deposition. In addition to the foregoing, any Party shall be entitled to take the deposition of a witness who will testify at the arbitration but who is unavailable to testify at the hearing to preserve such witness’ testimony for the arbitration hearing.
The Parties shall exchange a copy of all exhibits for the arbitration hearing and shall identify each witness who will testify at the arbitration, with a summary of the anticipated testimony of such witness at least ten days before the arbitration hearing.
The arbitrator[s] shall have no authority to award punitive, consequential, special, or indirect damages.
The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including, without limitation, reasonable attorneys’ fees and costs), shall be borne by the unsuccessful party, as determined by the arbitrators, and shall be
awarded as part of the arbitrator’s award. It is specifically understood and agreed that any party may enforce any award rendered pursuant to the arbitration provisions of this Section by bringing suit in any court of competent jurisdiction. The parties agree that the arbitrator shall have authority to grant injunctive or other forms of equitable relief to any party. This Section shall survive the termination or cancellation of this Agreement.
Each party shall pay its own proportionate share of arbitrator fees and expenses and the arbitration fees and expenses. The arbitrator[s] shall be entitled to award the foregoing arbitration and administrative fees and expenses as damages at his/her discretion.
Jurisdiction & Venue
Arbitration shall be conducted in Fairfax County, Virginia.
The laws of the State of Virginia shall be applied in any arbitration proceedings, without regard to principles of conflict of laws.
Class Action Waiver
THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR PROSCRIBED BY A COURT OF LAW. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.
Privacy
Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. This mutual privacy provision is material to this agreement for the benefit of all parties.
Intellectual Property
Firebot owns numerous pieces of US and International intellectual property. Nothing in this agreement shall confer upon the Buyer any rights to use that intellectual property.
Duplication and Reverse Engineering
Buyer will not attempt to duplicate or reverse engineer Firebot or its components, nor to cause or permit a third party from same.