TERMS AND CONDITIONS
TERMS AND CONDITIONS
UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ALL SALES AND POTENTIAL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS (“Terms and Conditions of Agreement” or “Terms and Conditions of Agreement” or “Agreement”):
Applies to Wiring Harness Restoration LLC (“Seller”), and Buyer and/or Potential Buyer (“Buyer”).
1) Communication. Buyer acknowledges and agrees that all communication (verbal and written) between Seller and Buyer may be recorded and consents to said recording. Buyer understands that all communication is property of Seller to be used at Seller’s discretion. Buyer waives any rights granted by individual states regarding recorded phone calls.
2) Confidentiality. Any pricing, communication, or other commercial information provided by Seller to Buyer is proprietary to Seller and shall be held in confidence by Buyer, shall only be used by Buyer in connection with this sale, and shall not be used for any other purposes or disclosed to third parties without Seller’s prior written consent. Buyer shall be liable for any loss to Seller or commercial gain by others from unauthorized use of confidential information occasioned by Buyer’s failure to comply with this provision.
3) Entire Agreement. Except as otherwise agreed to by Seller in writing, the Terms and Conditions set forth herein, together with Seller’s Control Number Agreement, email quotation, order acknowledgment, or a separate written and signed agreement, as applicable, shall constitute the complete and final agreement between Seller and Buyer (hereinafter collectively this “Agreement”); Buyer explicitly acknowledges that the Agreement completely supersedes any other prior oral or written communications. This Agreement sets forth the entire agreement between the Parties and embodies and expresses the entire intent of the Parties with regard to the matters set forth herein. The terms of this Agreement may not be contradicted by evidence of any prior or contemporaneous agreement and no extrinsic evidence whatsoever may be introduced to vary its terms in any judicial or arbitration proceeding involving this Agreement. No modification of this Agreement or waiver of any of its terms will be binding on Seller unless clearly expressed in writing and signed by an authorized representative of Seller.
4) Agreement Fully Read and Understood. Buyer acknowledges that this Agreement has been carefully read by, the contents hereof are known and understood by, and is agreed to by Buyer by e-signing the Agreement. The recitals stated above are incorporated herein by reference. The Parties have each received independent legal advice or have had the opportunity to seek independent legal advice from the attorneys of their choice with respect to the preparation, review, and advisability of executing this Agreement.
5) Intent of Agreement. Each party to this Agreement warrants and represents that it has been duly executed and delivered by such party and constitutes a legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
6) Singular and Plural. Whenever the singular number is used herein, and when required by the context, the same shall include the plural, and the masculine, feminine and neuter genders shall each include the others, and the word “person” shall include corporation, partnership, joint venture, association, trust, estate or other entity.
7) Time for Execution. Time is of the essence to this Agreement. Any action required to be taken “promptly” hereunder shall be completed by the earliest date reasonably possible.
8) Importer/Exporter. Seller is not an importer or exporter. Seller offers products and rebuild/repair service on an individual, per item bases and does not work in bulk orders. Seller will not accept any order valued at more than $2499.00. Seller does not supply shipper or importer number. Seller does not buy core, scrap, or salvage parts from outside the US.
9) Assumed Risk. Items sent in for repair are sent at Buyer’s expense and risk; full shipping insurance is recommended by Seller. Buyer will be responsible for return shipping. If Buyer does not accept Seller’s email quotation, order acknowledgment, or separate written agreement signed by an authorized representative of Seller. In the event that the Seller issues a credit against the sale of Buyer or Potential Buyer’s goods, and the Buyer does not complete the transaction with Seller, said credit shall be forfeited to Seller.
10) Bid Response. In the event that Potential Buyer sends to Seller an item for restoration and the Seller has provided the Buyer an email quotation, order acknowledgment, or separate written agreement signed by an authorized representative of Seller, and the Buyer has not responded to the Seller, within seven (7) days, the bid will be considered void and a new bid will be required. Seller will not commence work on Buyer’s product or order until payment has been paid; payments may be deposit or in full at Seller’s discretion.
11) Notice of Repairman’s Lien. Any unpaid work or repairs made by Seller on Buyer’s harness will result in Seller being entitled to a repairman’s lien pursuant to Utah Code Section 38-2-3 until the repairs are paid in full. In the event of non-payment or revocation of payment (i.e., a chargeback), Seller is entitled to all remedies under Utah Code Section 38-2-3, et. Seq.
12) Abandonment. A harness shall be considered abandoned by Buyer, if Buyer does not respond to Sellers Test and Bid report for harness restoration, sign this Work Authorization Agreement, or pay the Invoice after Seven (7) days. On the 8th day Seller will charge a $150 storage fee. After Fifteen (15) days without a signature or payment from the Buyer, Seller will charge a $350 fee for the Test and Inspection. The harness will be disposed of on the thirty-fifth (35) day. Said charge will be assessed on Buyer’s indicated payment method or billed to Buyer at Seller’s discretion. Seller has the option to sell the harness to pay for any storage fees owed.
13) Federal, State or Foreign Laws. Seller is not responsible for Buyer complying with laws where Buyer resides or uses Seller’s products and/or services. It is the sole responsibility of the Buyer to verify that purchased products and/or services are legal to install and use where Buyer resides or uses products and/or services. Seller in no way makes any claim regarding foreign, federal, state, county, municipal or other governmental authority laws/rules/regulations regarding emissions, carb regulations, coastguard regulations, or any other applicable law. Some products that Seller offers are considered off-road use only when not allowed for use on State and/or Federal roadways by State and/or Federal laws.
14) Authorized Representatives. Unless specified in writing beforehand restricting or, Seller assumes all communications received on behalf of Buyer have authorization from Buyer to be authorized representatives of Buyer.
15) Updates. Buyer understands that Seller does not provide weekly, monthly or any other period of updates on orders during the pin deoxidation phase; Buyer is encouraged to contact Seller via email if Buyer has a question or desires an update. When the harness is in the build phase the Seller will send updates as warranted.
16) Vendor Ordered Products. Buyer understands and acknowledges that ordered-in products for restoration (core) wiring harness are sold in as-is condition unless a full restoration has been ordered on said product. Buyer understands that ordered-in core harness should be visually matched to the Buyer’s harness. Buyer should send in his harness to be matched to the core harness that is ordered-in. Buyer understands that Seller has ordered and/or built the harness to specs indicated by sellers VIN and that it may not be an exact match.
17) Restoration Levels. All restorations start on the Bronze level (unless silver or gold option is available and selected at time of bid) and will stay at that level unless accelerated in writing at request of the Buyer and subject to Seller’s approval. The accelerated levels are subject to bid, which can be requested by the Buyer in writing at any time. The cost and time frame will be in the bid. The accelerated productions lines are Silver and Gold, with Gold being the fastest production line. The Silver production line skips the deoxidation of the pins process, which bypasses everyone in the Bronze production line and saves many months. The Gold production line has all the benefits of the Silver production line but also allows for the harnesses to be worked on using overtime hours. There are no refunds for switching to the Silver or Gold production lines. As with the Bronze production line, the Silver and Gold production lines depend on the availability of functional parts to finish the harness. Upgrading to the Gold production line does not guarantee that your harness will be finished in a matter of weeks, but it will be finished as soon as possible based on the availability of parts and staff.
18) Delivery Dates. Delivery dates are approximate and subject to change. The failure to meet an indicated delivery date will not constitute a breach of this Agreement. In no event shall Seller be liable for any claims for labor or for any special, indirect, incidental, or consequential damages including, but not limited to, demurrage charges, cost of shipment, downtime, lost profits (whether direct or indirect), lost sales, lost customers, towing, or any other damages resulting from delay in delivery. If Seller’s production or delivery is delayed, Seller may allocate production and delivery among its customers in a manner it deems reasonable. Seller reserves the right to change or redesignate any product source listed in this Agreement. Buyer acknowledges that Seller will not be responsible for timelines (based on Buyer’s opinion) that Buyer’s may have conveyed to the Buyer’s customers. If Buyer expects product or service before a certain date or has a hard deadline, Buyer must convey that information to Seller in writing (as soon as possible) so that Seller may, at its sole discretion, adjust the timeline to meet the deadline. If Seller agrees to the deadline, it will be in writing and will likely include a different Restoration Level and/or additional costs.
19) Delays. There is no guaranteed time limit on custom or non-custom work, estimates are given for electrical but will not ship until they pass our quality control testing. All estimates on wiring harness restorations are generalized estimates based on past harness build time. There is no way to give an exact time to complete because each harness is different and reclaim pins may need to be cleaned and deoxidized prior to installation. Delays can be a result of excessive pins that become too thin, lack of replacement pins in our OEM reclaim inventory, damaged components during reassembly. All work will be completed within twenty-four (24) months of the date the invoice is paid in full. Restored parts and/or harnesses will not ship unit they have passed our quality control testing. In the event of a delay longer than 24 months, the Buyer will have an option to receive a refund of store credit of the unspent funds (if any), less any parts ordered or added to the restoration such as new wire or OEM reclaim connectors. If Buyer selects this option the harness will not be finished, the harness returned in an uncompleted “as-is” condition or the Buyer can grant an extension to finish with a to be determined discount. Seller shall not be responsible for cancellation or delay in delivery or performance resulting, in whole or in part, from causes beyond its reasonable control, including, but not limited to: acts of God; acts of Government at any level; acts of Buyer; strikes or other labor disturbances regardless of whether or not Seller is capable of settling such strike or disturbance; mill or facility conditions; temporary or permanent mill or facility closures; equipment failure; inability to obtain fuel, material, or parts; war; acts of terrorism; sabotage; riot; delays in transportation; repairs to equipment; natural disasters; epidemics; floods; fires; action of governmental authorities (valid or invalid); severe weather conditions; accidents; explosions; failure of or inability to obtain power, raw materials, suppliers, labor, equipment or transportation; a court or administrative injunction or order; or any other contingency the non-occurrence of which was a basic assumption on which this Agreement was made.
20) Indemnification. Buyer shall indemnify, defend and hold harmless Seller, its directors, officers, employees, agents, successors and assigns from and against any and all damages, losses, expenses, costs (including without limitation reasonable attorney’s and accountant’s fees), claims, suits, actions, judgments or other liability asserted against or incurred by Seller arising out of (a) Buyer’s breach of its obligations hereunder, (b) Buyer’s negligence or misconduct, or (c) Buyer’s misuse or misapplication of the Products or Service Items or damage to the Products or Service Items caused by Buyer or its employees, agents or customers, any claims, damages or liabilities suffered by Seller resulting from any acts or omissions of carrier. Title to the Products and risk of loss to the Products and Service Items shall pass to the Buyer at the point of shipment from Seller’s facility, whether freight prepaid or freight collect to destination, regardless of which party selects the carrier and arranges the freight charges or particulars of shipment. Risk of loss for damage or delay in transit shall be borne by Buyer. Buyer shall file and pursue any claims directly with the carrier related to loss, damage or delay in transit, and Buyer shall not assert such claims against Seller.
21) Payment Times. Seller does not have room for storage. At Seller’s descression, Buyer must pay for the Products or Service Items within Five (5) days after accepting Seller’s quote and signing Seller’s Work Authorization Agreement. This may be a deposit or in full at Seller’s discretion. On the Seventh (7) day, Buyer will pay a 5% late fee. If the Buyer has signed the Work Authorization Agreement and has not paid the invoice, or a deposit of 50% within Ten (10) days, a monthly storage fee will be charged (See Abandonment Section). Seller will charge a Test and Inspection fee at Fifteen (15) days. At thirty-five (35) days Seller will scrap the Product. Seller has the right to sell or scrap any Products without notice to Buyer if Buyer has not paid moneys owed to the Seller at the completion of the harness, products that are ready for shipment, within thirty (30) days after Buyer agrees to Seller’s shipping quote assuming Buyer did not provide Seller a prepaid shipping label. Buyer shall be responsible for any difference between the agreed the cost of work to that point, if deposit was paid, and the sale price or the scrap allowance. Unpaid invoices shall incur interest at the rate of 18% per annum (or the highest legal rate up to 18%).
22) Payment Options. Buyer shall sign Seller’s work authorization and contract via an e-sign document or another Seller approved authorization method; authorization and agreement must be a signed document. Buyers unable to pay for the Products or Services in full are allowed to make payments, at Seller’s discretion. Buyer understands that making payments may affect completion dates, as the pin deoxidizing process starts at the time of the paid deposit or in the next available slot and is dependent on banked funds. Harnesses are built in order of payment and when the pins are cleaned. Buyer’s payments are considered a “banked funds” account and not a credit account, there are no credit checks on the Buyer, terms are to be determined by the Seller. Standard payments are bank or personal check. If Seller approves, at a 5% discount. Buyer may opt to pay via credit card however Buyer will not receive the 5% discount on that payment and each additional payment after the first payment will be charged a 5% fee for credit card payments.
23) Breach of Contract. In the event that the Buyer accepts these Terms & Conditions and subsequent quote by the Seller and violates the terms of the Agreement, Seller shall be entitled to reimbursement of all costs incurred including but not limited to all labor, materials, overhead, general and administrative costs, restocking charges, surcharges levied on material by outside suppliers, sub-vendor cancellation charges, excess inventory charges, value of storage space, inventory tax charges, banking and finance charges, scrapping and disposal fees, and other harm, costs and charges incurred directly or indirectly by Seller. In addition, the Buyer agrees to pay the Seller a fee of 80% of the invoice total as a penalty for breach of contract and harness will be returned in unfinished “as-is” condition.
24) Cancellation of Order. Buyer understands and acknowledges that custom and vehicle specific orders (such as wiring harness and non harness electrical orders) can’t simply be canceled and refunded, sales are considered final and binding. In the event Buyer cancels Buyer’s order beyond five (5) calendar days after making the order, Seller will return the incomplete harness to Buyer in the condition it is in at the time of the cancellation. No warranty will be provided. Any unused funds will be returned to the Buyer after all costs, expenses, labor, shipping charges, and attorney’s fees (if applicable) are deducted. Buyer understands and acknowledges that the majority of the funds used to restore the harness are expended in the initial tear-down and parts ordering stage, which occurs within the first few weeks of the order. Buyer understands and acknowledges that approximately 85% of the funds are expended on the work done within the first 2-6 weeks of the order (stripping the harness, ordering parts, deoxidizing, etc.). Acceptance of the unused funds by the Buyer constitutes a waiver of the warranty and acceptance of the harness in as-is condition. At Seller’s sole discretion, a harness from a canceled order may be held in consignment and sold on behalf of Buyer (Seller will send a separate agreement dictating the terms of the consignment sale).
25) Materials. The material specifications, quality requirements, or any other aspect of the Products and the Service Items or their manufacture (the “Product Specifications”) is controlled by Seller’s email quotation, order acknowledgment, or separate written and signed agreement. If any of the Product Specifications in Seller’s email quotation, order acknowledgment, or separate written and signed agreement differ materially from the Product Specifications requested by Buyer, Seller may, in its sole discretion, require that Buyer provide a written acknowledgment and acceptance of the Product Specifications in Seller’s quotation, order acknowledgment, or separate written and signed agreement prior to the manufacture or delivery of the Products or Service Items. Buyer is not entitled, without Seller’s prior written consent, which may be granted or withheld in Seller’s sole discretion, to make any changes to Product Specifications in Seller’s email quotation, order acknowledgment, or separate written and signed agreement. If Seller consents to the change, Seller may condition its consent on Buyer’s agreement to price adjustments and other compensating payments satisfactory to Seller. In addition to all other remedies available to it under applicable law, Seller may refuse to comply with any change to which Seller has not given its prior written consent.
26) Life of Program. If this Agreement concerns Products or Service Items for original equipment production, (a) Seller is not required to supply for the “life-of-program,” but instead only for the time specified in this Agreement or, if no time is specified, at Seller’s sole discretion, and (b) Seller is not required to supply service parts. Seller is only required to supply service parts if Buyer advises Seller of those requirements, complete with a detailed release schedule, and Seller agrees in writing to supply the service parts.
27) Contractual Terms. If Buyer is purchasing the Products or Services for a government contract or sub-contract, Buyer shall promptly notify Seller of that fact and of any contractual terms from the government procurement laws and regulations that Buyer is obligated to include in its contracts for such Products or Services. No government procurement provisions will be included in this Agreement unless agreed to in a writing signed by an authorized representative of Seller.
28) Shipping Costs. The purchase price of the Products or Services shall be as stated in Seller’s email quotation, order acknowledgment, or separate written agreement signed by an authorized representative of Seller, as applicable. As stated herein, the purchase price does not include shipment costs, which are the sole responsibility of the Buyer. Shipping costs are non-refundable. Buyer understands and agrees that if Buyer does not pay for shipping or email a shipping label within ten (10) days of email notice of harness completion, Buyer will be charged $150 Per month storage fee. This is not prorated and fee will be applied on the eleventh (11th) day.
29) Taxes. Prices include Utah State sales tax. All other taxes, duties, fees, assessments or other charges of any kind imposed by any federal, state, municipal or other governmental authority which Seller is required to collect or pay with respect to the provision, production, sale or shipment of the Products or Services shall be the responsibility of Buyer. Buyer agrees to pay all such taxes and further agrees to reimburse Seller for any such payments made by Seller.
30) Failure of Buyer. In addition to any other rights set forth herein, in the event that the Buyer fails to make payment in full or in part when due or refuses to pay any applicable price increases or surcharges, Seller shall have the right to: (i) immediately suspend performance and cancel the unfinished portion of any outstanding orders, (ii) declare all unpaid amounts for the Products or Service Items delivered immediately due and payable, and (iii) withhold further deliveries. If Seller elects to proceed with an order after the suspension of performance, Seller shall have an extension of time for performance as is necessitated by the suspension. Seller shall have the right to enforce payment of the full purchase price, storage costs, for Products or Service Items already delivered or in process.
31) Products Not Manufactured by Seller. EXCEPT AS EXPRESSLY SET FORTH IN SELLER’S EMAIL QUOTATION, ORDER ACKNOWLEDGMENT OR SEPARATE WRITTEN AND SIGNED AGREEMENT, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY DISCLAIMED. AT SELLER’S DISCRETION, BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE CONFORMANCE OF ANY PRODUCTS OR SERVICE ITEMS FURNISHED BY SELLER UNDER THIS AGREEMENT SHALL BE LIMITED TO EITHER: (1) REPLACEMENT OF SUCH PRODUCTS OR SERVICE ITEMS AT THE POINT OF SHIPMENT FROM SELLER’S FACILITY, OR (2) STORE CREDIT AGAINST THE PURCHASE PRICE OF SUCH PRODUCTS OR SERVICE ITEMS UPON AUTHORIZED RETURN THEREOF, AT SELLER’S DISCRETION. In the event Seller has authorized Buyer to scrap all or any portion of the Products or Service Items, the scrap allowance is to be credited to Seller. The employees and representatives of Seller are not authorized to make any statement or representation as to the Products or Service Items inconsistent with this Agreement and no such statements made will be binding upon Seller or be grounds for any claim.
32) Shipping Claim Deadline. No claim for damages for non-conforming Products or Service Items will be allowed unless Buyer provides Seller with warranty registration within thirty (30) days of the date the Products or Service Items were delivered to Buyer. Warranties must be registered, warranty is not valid unless Buyer registers the installation. Buyer can do this by sending an email to email@example.com Buyer will need to provide Seller with complete photos of the installation, including photos of the before and after install component and harness tests described in Sellers email install instructions. Buyer certifies that they will not install the harness until they have received and understood the Seller’s install instructions. Buyer certifies that Buyer is trained, has knowledge in, and has proper tools to install the harness or that Buyer will have harness installed by qualified technician. Buyer understands that Seller is not responsible for damage during installation. To assert warranty claim, Buyer must (a) at Seller’s request, return to Seller 100% or, if agreed by Seller, a lesser but still statistically relevant percentage of the Products or Service Items claimed to be non-conforming, and (b) provide reasonable evidence to support the claim, including, if requested by Seller, results of diagnostic tests, evaluations and investigations performed by Buyer or Buyer’s customer. Products or Service Items for which damages are claimed shall not be returned, repaired, or discarded without Seller’s prior written consent. If requested by Seller, the non-conforming Products or Service Items must be returned to Seller at Buyer’s expense within ten (10) days of Seller’s request. No claims, rejections or returns for non-conforming Products or Service Items will be permitted unless Buyer cooperates in full with Seller’s technical personnel to determine the cause of the non-conformance.
33) Shipping Claims. With respect to shortage of Products or Service Items invoiced or for damaged Products or Service Items must be made to Seller in writing no later than Ten (10) days from the date the Products or Service Items were delivered to Buyer. All claims must be made only for substantial cause, must be in writing, and must specify the reason(s) for the claim. THE FAILURE TO NOTIFY SELLER OF ANY CLAIM WITHIN THE TIME PERIOD SPECIFIED BY THIS SECTION SHALL CONSTITUTE A WAIVER OF AND BAR SUCH CLAIM. SELLER SHALL INCUR NO LIABILITY FOR SHORTAGE OR DAMAGE ALLEGED TO HAVE OCCURRED OR EXISTED AT OR PRIOR TO DELIVERY TO THE CARRIER UNLESS BUYER SHALL HAVE ENTERED FULL DETAILS THEREOF ON CARRIER’S DELIVERY RECEIPT WHICH MUST BE SIGNED BY THE CARRIER’S AGENT. SELLER MUST BE GIVEN AN OPPORTUNITY TO INVESTIGATE THE CLAIM BEFORE BUYER DISPOSES OF THE PRODUCTS OR SERVICE ITEMS. ANY DAMAGED PRODUCTS OR SERVICE ITEMS SHALL NOT BE RETURNED, REPAIRED OR DISCARDED WITHOUT SELLER’S WRITTEN PERMISSION.
34) Installation. Buyer certifies that Buyer has the training and ability to install wiring harness, or Buyer will contract certified install to complete installation. Buyer acknowledges that Buyer must test and inspect all electrical components prior to installing the harness, if an electrical component has been damaged as a result of the damage on the original harness (before it was restored) it can damage this harness and that would not be covered by the warranty. This includes a full test of the harness and verification that it matches your application and has not been damaged in shipping. Final testing of the restored harness must be done on the vehicle and must be verified that it is a correct match for your application. Buyer understands that If Seller has rebuilt Buyers PCM/ECM you may need to have it re-flashed at the dealer, shipping security systems can affect the PCM flash. Harness fires, burned harnesses or melted wires and connectors void warranty.
35) Restoration. Buyer understands that Buyer’s harness has been restored and not reproduced. Restoration consists of using Buyers existing connectors or replacement (OEM when possible) connectors as needed, new, automotive reclaim, or industrial reclaim wire has replaced your factory wire, as per your order. The new wire has been grafted into the old wire ends or connector pins, replacement metal terminals were used where applicable. The plastic connectors have been cleaned using a mild cleaner, the purpose is not to remove grease, mud or dirt, it is to remove oils that would affect the connectors, tape, or silicone based sealant, use only water to remove mud or dirt, and harsh abrasives will cause a chemical breakdown of the plastic and shorten the connector’s life. Some connectors may not look like the original connector however it will function as designed by the factory. Older style connectors especially connectors that were designed with metal retaining wires or clips are a bad design from the factory, they are not very strong or secure, we recommend applying silicone to the installed connector, this will resist moisture from seeping into the plug and hold stronger than the stock design. Some connectors are not reproduced and are hard to find, if a connector can be reused it. Some unavailable connectors may have been replaced with similarly modified design connectors. In some situations, the connector locking tab may be broken, some of the aftermarket replacement connector housings are very low quality and will crack within a very short time. In situations like this, the OEM connector is a better solution, even though the tab may be broken. Some connectors are prone to tab damage, this is a factory design flaw. In situations like this, the connector will be marked with a silver or gold star. Use silicone to attach the connector, apply the silicone to the rubber gasket on the connector, avoid the connector pins. Install the connector and apply a dab of silicone to the connector joint. This is a good idea for all connectors because it helps to keep the elements from reaching the pins. If you are attaching sub-connectors, use tape or wire ties to keep the connector tight. Some sections of the harness have been reinforced, this is at stress or pinch points of the factory harness. It is important to note that harnesses are designed to fit many different chassis and engine combinations, your specific application may have rub, pinch, or stress points that we have not reinforced, we have enclosed white fiberglass cloth strips for this reason. Wrap the insulation around the harness at the point of contact point and tape the fiberglass to the harness. Some harnesses have silver heat wrap, this is a one or two-part wrap, an insulator and an outer wrap, do not remove this. It is an improvement over the factory one-step wrap. You can wrap it with electrical tape however, the electrical tape will crack over time, due to heat. The harness has been wired to the latest updates from the manufacturer, the layout or position may be different from the harness you sent in. usually the different layout is due to the fact that the manufacturer has found problems with the placement and has done a recall or superseded the old harness. Many times, the harness will be slightly longer in some places. All components on the harness are tested, such as relays, fuses, and bulbs.
36) Knowledge. Buyer certifies that Buyer has the experience to remove and install the harness and basic wiring harness testing. Buyer acknowledges and agrees that installing the restored harness incorrectly or modifying the harness will void the warranty and may result in a fire or other catastrophic result. Seller is not responsible for any damages as a result of Buyer using or modifying the harness incorrectly.
37) Testing. Seller will fully test harness and components, however, Seller does not replace damaged components because they can be damaged in shipping. If a component is found to be damaged or in non-working order, it will be marked as bad. Layout the harness you are installing, do not install factory clips or hold downs. Starting at the main largest connector, install each connector one at a time. Install zip tree tabs or hold down as you install the harness. Buyer is responsible for preinstall testing of the harness. Testing is as follows. Connect power and ground last. Before connecting power and ground ohm test all components and compare with factory specs. Verify that the connectors are correct and matched to factory specs and the components on the vehicle. If anything is incorrect, contact us before installing. If any component is not stock such as engine or transmission, you will need to verify the harness is correct based on what is in the vehicle. Failure to do so may void warranty.
38) Warranty. Buyer understands and acknowledges that all Warranties are non-transferable. Buyer understands that any loosened or removed tape will void warranty. Seller’s products and services are covered by a limited lifetime warranty or one year warranty as specified in quotation email. Limited lifetime warranty covers parts and labor. Liability is limited to repair only, warranty is subject to approval, burned up, cut up, modified, or harness with tape removed or other physical damage, burned wires, un-taped, modified, cut, or rodent chewed wiring harnesses are not covered. Buyer understands, acknowledges, and certifies that that Buyer has the proper knowledge, experience, tools, and equipment to test and install products supplied by Seller or Buyer will hire qualified persons to do the installation.
39) Warranty Registration Deadline. Your warranty is not valid unless you register the installation. You can do this by sending an email to firstname.lastname@example.org You will need to provide us with complete photos of the installation, including photos of the before and after install component and harness tests described in the install instructions that will be emailed to the email address on file, this is in the form of a pdf. Buyer acknowledges that Buyer is responsible for delivery email and that Buyer will not attempt to install harness without install instructions pdf. You have 30 days from the date you received the harness to register the warranty.
40) Warranty Limitation. Seller is not responsible for any other costs incurred by Buyer because of part failure, this includes but is not limited to shipping costs, tow charges, mechanic charges, rental charges, or other damaged parts.
41) Warranty Inspection. All warranties are subject to inspection to be conducted by Seller only. Buyer understands, acknowledges, and certifies that Buyer will not perform any installation of any product covered by this terms and conditions without the proper install sheet supplied via email from Seller. Buyer understands and acknowledges that Buyer must register the warranty as described in the install sheet supplied via email from Seller, if warranty is not registered warranty is void. Warranty must be registered within 30 days of installation, or all warranties are void. Registration must include photos of the installation, and photos must show power and ground cable to the alternator, fuse, batteries used and the installation of the product purchased from Seller. Also, in registering the warranty the Buyer must provide proof that there are no defects in any other components associated with Sellers product, including but not limited to, PCM/ECU, battery and battery cables, excessive load, defective sensors, modules, and electric fans. Buyer must provide proof that the installed item supplied by Seller was inspected to verify that is an exact match to the vehicle and that it has been fully tested prior to installation to verify that there was no damage in shipping. Failure to do so will automatically void warranty. The following condition will not be covered by any warranty offered by Seller, physical damage, tampering or disassembly of product in any way, modification, burned parts, rodent damage, and/or damage because of secondary part failure.
42) Secondary Products. Notwithstanding anything in this Agreement to the contrary, the following special terms and conditions shall apply to all sales of non-prime and secondary products: (a) any descriptions, samples and specifications for such products are not warranted by Seller to be accurate or complete and Seller shall not be responsible for the consequences of any inaccuracies, inefficiencies or omissions in such descriptions, samples and specifications; (b) such products are sold on an “as is” basis, Seller’s facility, unless otherwise specified by Seller; (c) deficiencies of quality, character, size or condition shall not constitute grounds for claim against Seller and no such claims shall be honored; (d) Seller shall not in any event be liable for transportation or handling costs or for the costs of any work done or materials furnished by Buyer or anyone with respect to the products sold or for any incidental or consequential damages in contract, in tort or otherwise to Buyer or anyone else or for any injury to person or property by reason of any deficiencies or alleged deficiencies in such products or any failure or alleged failure of such products to meet applicable descriptions or specifications; (e) Buyer agrees to indemnify and hold harmless Seller from and against all claims, demands or actions in contract, in tort or otherwise, including the defense thereof, brought against Seller, whether based on an act, omission or negligence of Buyer, or act, omission or negligence of Seller, in connection with the manufacture, sale, or use of the products, or upon any defect in the products, whether or not caused by Seller, its agents or employees; and (f) Seller reserves the right to reject any or all bids or withdraw any products from sale.
43) Technical Advice. Seller assumes no obligation or liability for any technical advice furnished to Buyer, including without limitation technical advice with respect to the use of the Products or Service Items, all such technical advice being given and accepted at Buyer’s risk. Seller will not be liable for any damages of any kind arising out of or relating to the use of or the inability to use the information provided, including but not limited to any special, indirect, incidental or consequential damages including, without limitation, demurrage charges, cost of shipment, downtime, lost profits (whether direct or indirect), or lost sales, whether foreseeable or not, and even if Seller has been advised of the possibility of damages.
44) Intellectual Property Rights. Nothing in this Agreement is to be construed as a grant or assignment of any license or other right to Buyer of any of Seller’s or its affiliates’ intellectual property rights, whether patent, trademark, trade secret, copyright or otherwise. All improvements and developments related to the Products or the efforts of Seller and Buyer will be owned exclusively by Seller, and Buyer shall reasonably cooperate with Seller in confirming that result.
45) Right to Audit. Unless otherwise agreed to in writing by an authorized representative of Seller, Buyer shall have no right to audit any books or records of Seller and Buyer shall have no right to enter into any facility owned or controlled by Seller.
46) Seller’s Liability. WHETHER IN CONTRACT, IN TORT, UNDER WARRANTY, IN NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES, AND UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, DEMURRAGE CHARGES, COSTS OF SHIPMENT, DOWNTIME, LOST PROFITS (WHETHER DIRECT OR INDIRECT), LOST SALES, DAMAGE TO EQUIPMENT, OR CLAIMS OF BUYER’S CUSTOMERS OR OTHER THIRD PARTIES FOR DAMAGES OR PENALTIES, WHETHER OR NOT BUYER IS LEGALLY OBLIGATED TO PAY THEM. SELLER’S LIABILITY HEREUNDER SHALL BE LIMITED TO EITHER: (1) THE OBLIGATION TO REPAIR OR REPLACE, AT SELLER’S SOLE DISCRETION, ONLY THOSE PORTIONS OF THE PRODUCTS OR SERVICE ITEMS PROVEN TO HAVE FAILED TO MEET IN MATERIAL RESPECT THE SPECIFICATIONS ON THE SELLER’S EMAIL QUOTATION, ORDER ACKNOWLEDGMENT, OR SEPARATE WRITTEN AND SIGNED AGREEMENT AT THE TIME OF SHIPMENT FROM SELLER’S FACILITY, OR (2) STORE CREDIT AGAINST THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES. SELLER AND BUYER EXPRESSLY AGREE TO THIS ALLOCATION OF RISK AND THE PRICE STATED FOR THE PRODUCTS OR SERVICES IS CONSIDERATION FOR THE LIMITATION ON SELLER’S LIABILITY. THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXCLUSIVE REMEDY DESCRIBED IN THIS SECTION FAILS ITS ESSENTIAL PURPOSE.
47) Governing Law; Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Utah, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Buyer, acting for itself and its successors and assigns, hereby expressly and irrevocably consents to the exclusive jurisdiction of the state and federal courts having authority over the territory of Salt Lake County, Utah, for any litigation which may arise out of or be related to this Agreement or the purchase or use of the Products or Services. Any action brought in any such court may not be transferred or removed to any other court. Buyer waives any objection based upon forum non-conveniens or any objection to venue of any such action.
48) Time. SELLER AND BUYER AGREE THAT, UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT OR THE SALE OF THE PRODUCTS OR SERVICES MUST BE BROUGHT WITHIN ONE YEAR AFTER THE DATE ON WHICH THE PRODUCTS OR SERVICE ITEMS IN QUESTION WERE DELIVERED TO BUYER OR THE DATE ON WHICH THE EVENT GIVING RISE TO THE ACTION OCCURRED, WHICHEVER IS EARLIER.
46) Seller’s Liability. WHETHER IN CONTRACT, IN TORT, UNDER WARRANTY, IN
NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE OF THE
PRODUCTS OR SERVICES, AND UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE
FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES
INCLUDING, BUT NOT LIMITED TO, DEMURRAGE CHARGES, COSTS OF SHIPMENT,
DOWNTIME, LOST PROFITS (WHETHER DIRECT OR INDIRECT), LOST SALES, DAMAGE
TO EQUIPMENT, OR CLAIMS OF BUYER’S CUSTOMERS OR OTHER THIRD PARTIES FOR
DAMAGES OR PENALTIES, WHETHER OR NOT BUYER IS LEGALLY OBLIGATED TO PAY
THEM. SELLER’S LIABILITY HEREUNDER SHALL BE LIMITED TO EITHER: (1) THE
OBLIGATION TO REPAIR OR REPLACE, AT SELLER’S SOLE DISCRETION, ONLY THOSE
PORTIONS OF THE PRODUCTS OR SERVICE ITEMS PROVEN TO HAVE FAILED TO MEET IN
MATERIAL RESPECT THE SPECIFICATIONS ON THE SELLER’S EMAIL QUOTATION, ORDER
ACKNOWLEDGMENT, OR SEPARATE WRITTEN AND SIGNED AGREEMENT AT THE TIME
OF SHIPMENT FROM SELLER’S FACILITY, OR (2) STORE CREDIT AGAINST THE
PURCHASE PRICE OF THE PRODUCTS OR SERVICES. SELLER AND BUYER EXPRESSLY
AGREE TO THIS ALLOCATION OF RISK AND THE PRICE STATED FOR THE PRODUCTS OR
SERVICES IS CONSIDERATION FOR THE LIMITATION ON SELLER’S LIABILITY. THIS
DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXCLUSIVE REMEDY
DESCRIBED IN THIS SECTION FAILS ITS ESSENTIAL PURPOSE.
50) Agreement to Mediate Disputes. Either party may elect, without the other’s consent, to require that any dispute between the parties be resolved by binding mediation, except for those disputes/Claims specifically excluded below.
51) Disputes Covered by Binding Mediation. Claims or disputes between the Parties or Parties, owners and/or representatives/beneficiaries arising out of or in connection with this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, will be determined solely by binding mediation, including but not limited to, arising out of or relating to the loss, shipping, repair or workmanship on the restored harness, the warranty on the harness, and/or the length of time it takes to restore the harness, complaints about customer service, are subject to binding mediation. Except for those disputes excluded below, any other Claims or disputes arising from or relating to this Agreement, any prior agreement between the Parties or Parties owners and/or representatives/beneficiaries, any advertising, are also included. Disputes include not only Claims made directly by Buyer, but also made by anyone connected with Buyer or Claiming through you, such as a business, business partner, beneficiary, employee, representative, agent, predecessor or successor, heir, assignee, or trustee in bankruptcy. Claims made by Buyer against Seller’s and any and all of any of Seller’s representatives, agents, heirs, executors, administrators, members, managers, employees, affiliates, subsidiaries, holding companies, parent companies, servants, attorneys, successors and assigns, jointly and severally, are subject to binding mediation. Claims are subject to binding mediation, regardless of what theory they are based on or whether they seek legal or equitable remedies. Binding mediation applies to any and all such Claims or disputes, whether they arose in the past, may currently exist, or may arise in the future. All such disputes are referred to in this section as “Claims.”
52) Disputes Not Covered by Binding Mediation. The only exceptions to binding mediation of Claims is that Seller has the right to pursue a Claim in Utah state court instead of binding mediation for Claims related to Seller’s collection of any negative balance or amounts Buyer owes Seller under this Agreement, including but not limited to: bad checks, credit card charge-backs or any revocation of previously paid funds, and any unpaid obligations. Buyer may also pursue post-judgment remedies (garnishment, judgment liens, etc.) in state court related to any collection of a judgment obtained due to any negative balance or amounts Buyer owes Seller under this Agreement.
53) Failure to Mediate. If Buyer refuses to mediate or fails to agree to mediate within 30 days of Seller’s written request to mediate, Buyer may file a lawsuit to compel mediation. If Buyer initiates legal action without first mediating, and Buyer will reimburse Seller for its attorney’s fees (up to $1000) for Seller being forced to file a Motion to dismiss the court case to mediation or otherwise.
54) Attorney’s Fees and Costs. The maximum amount of attorney’s fees recoverable to the prevailing party in mediation or any other type of action (lawsuit, arbitration, etc.) is $1,000.00. The maximum amount of costs/fees recoverable to the prevailing party in mediation or any other type of action (lawsuit, arbitration, etc.) is $1,000.00.
55) No Class-Action or Joinder of Parties. PARTIES ACKNOWLEDGES THAT BUYER AND SELLER AGREE THAT NO CLASS-ACTION, CLASS-WIDE MEDIATION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER PROCEEDING WHERE SOMEONE ACTS IN A REPRESENTATIVE CAPACITY MAY BE PURSUED IN ANY MEDIATION, ARBITRATION OR IN ANY COURT PROCEEDING, REGARDLESS OF WHEN THE CLAIM OR CAUSE OF ACTION AROSE OR ACCRUED, OR WHEN THE ALLEGATIONS OR FACTS UNDERLYING THE CLAIM OR CAUSE OF ACTION OCCURRED. Unless the Parties agree in writing, Claims of (2) or more persons may not be joined, consolidated, or otherwise brought together in the same binding mediation (unless those persons are related to your business or is the owner of the harness), whether or not the Claim may have been assigned. THE PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THE AGREEMENT
56) The Binding Mediation Proceeding. The binding mediation must be held in Salt Lake City, Utah, unless the parties agree to a different location in writing. If Buyer initiates the binding mediation, Buyer must notify Seller in writing via certified mail: Cannon Law Group, PLLC, 124 S. 600 E., Salt Lake City, UT 84102, Attn: R. Lane Jenson. If Seller initiates the mediation, Seller will notify Buyer in writing via certified mail at Buyer’s last known address on file. The binding mediation shall be decided by a single, neutral mediator. The mediator must be an approved Court-Qualified Mediators as listed on the Utah Court’s website: (https://www.utcourts.gov/mediation/roster/list_med.asp). The mediator’s maximum fee shall be $200 an hour or less unless the parties agree in writing to a different maximum fee. The mediator shall follow the rules of the Utah Uniform Mediation Act – U.C.A. Section 78B-10-101 et seq., unless those rules and procedures are inconsistent with this mediation provision, in which case this mediation provision will prevail. Either party may be represented by counsel. Judgment on the mediation award may be entered by any court of competent jurisdiction.
57) Costs. The Parties shall split the mediator’s fee equally. Each party shall bear all other expenses of the binding mediation, including their respective attorneys, experts, witnesses, and other expenses, including travel, regardless of who prevails.
58) Right to Resort to Provisional Remedies Preserved. Nothing herein shall be deemed to limit or constrain Seller’s right to resort to self-help remedies, such as right of set-off; to interplead funds in the event of a dispute; to exercise any security interest Seller may hold in property; to comply with legal process; or to obtain provisional remedies such as injunctive relief, attachment, or garnishment by a court having appropriate jurisdiction, provided, however, that parties may elect to mediate any dispute related to such provisional remedies.
59) Severability, Survival. These mediation provisions shall survive (a) termination or changes to Buyer’s order or any related services; (b) the bankruptcy of any party; and (c) the transfer or assignment of Buyer’s order or any related services. If any portion of this Binding Mediation and Class Action Waiver Agreement (“Mediation”) provision is deemed invalid or unenforceable, the remainder of this Mediation provision shall remain in force. No portion of this Mediation provision may be amended, severed, or waived, absent a written agreement between the Parties.
60) Right to Reject this Resolution of Disputes by Mediation. Buyer has the right to opt-out of this Agreement to mediate if Buyer sends written notice to Seller within thirty (30) days of Buyer’s order. To opt-out, Buyer’s written notice must include: (i) Buyer’s name, as listed on Buyer’s order, Buyer’s order number, and a statement that Buyer rejects the Resolution of Disputes by Mediation provision, and (ii) Buyer must send your written notice by certified mail to Seller at the following address: Cannon Law Group, PLLC, 124 S. 600 E., Salt Lake City, UT 84102, Attn: R. Lane Jenson.
61) Right to Review Contract; Cancel Order. Buyer has the right to review this Agreement and cancel the Order if Buyer sends written notice to Seller within five (5) days of Buyer’s signing of the Agreement. To cancel, Buyer’s written notice must include: (i) Buyer’s name, as listed on Buyer’s order, Buyer’s order number, and a statement that Buyer wants to cancel Buyer’s order, and (ii) Buyer must send your written notice by certified mail to Seller at the following address: Cannon Law Group, PLLC, 124 S. 600 E., Salt Lake City, UT 84102, Attn: R. Lane Jenson.
62) Acceptance of Mediation and Class Action Waiver. By Buyer’s receipt of this Binding Mediation and Class-Action Waiver Agreement, Buyer’s decision not to reject this Agreement and as confirmed by your signing the Agreement, Buyer agrees to be bound by the above Resolution of Disputes by Mediation provision and, effective immediately, Buyer’s order will be bound by this Resolution of Disputes by Mediation provision.
63) Revocation of Buyer’s Deposit/Payment; Penalties. Buyer understands and acknowledges that should any disagreements arise, that Buyer waives the right to file and will not file for credit card charge backs, claims with credit card or payment companies; Buyer agrees to complete binding mediation requirement herein before seeking to file complaint with Better Business Bureau or similar and/or city/state/federal agencies/departments. Buyer waives the right and will not file for credit card charge backs, claims with credit card or payment companies. Buyer agrees and accepts that if Buyer files a Review requiring Seller to file an answer, credit card dispute or chargeback, the Buyer will pay Seller a fee of $250, per response or chargeback, and any fees required by the credit card company to mediate or adjudicate the chargeback as well as any Seller’s Attorney fees up to $1000.
64) Maximum Damages. Parties agree that any damages awarded related to any dispute under this Agreement will not exceed the purchase price of the products or services.
65) Canceling Order. In the event Buyer cancels Buyer’s order beyond five (5) days after making the order, Seller will return the incomplete harness to Buyer in the condition it is in at the time of the cancellation. No warranty will be provided. Any unused funds will be returned to the Buyer after all costs, expenses, labor, shipping charges, and attorney’s fees (if applicable) are deducted. Buyer understands and acknowledges that the majority of the funds used to restore the harness are expended in the initial tear-down and parts ordering stage, which occurs within the first few weeks of the order. Acceptance of the unused funds by the Buyer constitutes a waiver of the warranty and acceptance of the harness in as-is condition.
66) Failure to Enforce. The failure of Seller to enforce any of the provisions of this Agreement shall not be construed as a waiver of Seller’s right to enforce each and every provision hereof. Seller reserves the right to enforce these terms and conditions at any time and none shall be deemed waived unless such waiver is in writing signed by an authorized representative of Seller. Seller’s rights and remedies set forth in this Agreement are in addition to all legal and equitable rights and remedies available to Seller.
67) Assign. Buyer shall not assign or delegate any or all of its rights or obligations under this Agreement without the prior written consent of Seller, and any attempt to do so will be ineffective.
68) Private. This Agreement is for the sole and exclusive benefit of the parties hereto and their permitted successors and assigns. Nothing expressed or referred to in this Agreement will be construed to give any other person any legal or equitable right, remedy or claim under or with respect this Agreement. Buyer and Seller agree that all transactions are considered private, Buyer and Seller agree that there will be no online posting, or verbal descriptions of any aspect of the transaction, including but not limited to price, performance, quality or product or transaction, shipping time, build time, delivery, and customer service.
69) Invalid Provisions. If any provision or part of a provision of this agreement is declared invalid, illegal, or unenforceable by a court of competent jurisdiction under applicable law, the affected provision will be considered omitted or modified to conform to applicable law. The validity, legality, and enforceability of all other remaining provisions or parts of provisions will remain in full force and effect.
70) United States Law. Seller makes no representation with respect to the country of origin, qualification for duty preference or similar program, specific Harmonized Tariff Schedule Number, export jurisdiction, U.S. Munitions List category, Export Control Classification Number, or export authority of any good. Seller retains all of its duty drawback rights, and any attempt by Buyer to transfer any such rights will be void. Buyer shall not, itself or by any freight forwarder, customs broker or other agent or third party under Buyer’s direction or control, designate Seller as the U.S. Principal Party in Interest (as defined in the U.S. Foreign Trade Regulations, 15 CFR Part 30) or file the Electronic Export Information with U.S. Bureau of Census (“EEI”), unless otherwise agreed in writing by an authorized representative of Seller. If Buyer files an EEI without the prior written consent required by the preceding sentence, then: (i) the EEI will be considered to have been made without Seller’s authority or permission, and any false statements to the government will be considered to have been made by Buyer or its agent, as applicable, (ii) any affected transaction will be considered to be a routed export transaction, such that Buyer or its agent will be considered the U.S. Principal Party in Interest and exporter of record (as defined by the Foreign Trade Regulations and the Export Administration Regulations) for those transactions, (iii) Buyer shall assume all of the responsibilities of the exporter of record for any such transactions; and (iv) Seller will have no responsibility as the exporter of record. Buyer represents that it is not, and to the best of Buyer’s knowledge, its customers, its customers’ end-users and its agents are not, subject to any U.S. or other government sanction or restriction that would prohibit the sale or export by Seller of the Products or Services. Upon Seller’s request, Buyer shall provide all end-user and end-use information of which it is aware or which it could obtain with commercially reasonable efforts. Buyer shall comply strictly with all applicable U.S. export laws and regulations, and Buyer shall assist Sellers in complying and documenting compliance with any applicable U.S. export laws, regulations and executive orders. Regardless of any statements on Buyer’s purchase order or other documents to the contrary, Seller shall not be the importer of record (as that term is defined by U.S. law at 19 USC 1484, or equivalent provision of non-U.S. law) with respect to a transaction governed by this Agreement, unless otherwise agreed in writing by an authorized representative of Seller.
71) Buyer Supplied Tooling. Buyer is considered the owner of all specifically identified tooling, dies and similar items that Buyer owns and places in Seller’s possession for the purpose of manufacturing the Products or providing the Services (the “Buyer Tooling”). Buyer is responsible for paying for any necessary replacements of and repairs to the Buyer Tooling. Seller assumes no obligation or liability with respect to the Buyer Tooling or any other property of Buyer to which Seller is not taking title, including tangible personal property of Buyer upon which Seller will be performing Services (the “Buyer Property”). Seller is not obligated to segregate, label, protect, insure or take any other action with respect to managing and safeguarding the Buyer Tooling and Buyer Property. Buyer accepts all risk of loss and damage to the Buyer Tooling and Buyer Property. Seller is considered the owner of all tooling, dies and similar items used by Seller in connection with the Products and Services other than the Buyer Tooling (“Seller Tooling”). Buyer acquires no interest in the Seller Tooling, notwithstanding any charges, amortizations or other costs included in the pricing or otherwise paid by Buyer in relation to the Seller Tooling. Seller may use the Buyer Tooling and the Seller Tooling without restriction in any of its business operations, including in the manufacture of the Products, provision of the Services, and the manufacture of products and provision of services for other customers.