Terms & Conditions

Fortis solutions group, LLC STANDARD TERMS AND CONDITIONS OF SALE

QUOTATION; ORDER ACKNOWLEDGMENT: A quotation (a “Quotation) from Fortis Solutions Group, LLC or its applicable subsidiary or affiliate (“Fortis”) is valid for 60 days from the date of the Quotation and may be accepted by the buyer (“Buyer”) by submitting to Fortis before the end of the 60-day period a purchase order (a “Purchase Order”).  In the event Buyer attempts to accept a Quotation after the 60-day period, Fortis will review the Quotation and may, in its sole discretion, accept the Quotation as presented, reject it, or make a counterproposal.  Quotations are based on the accuracy of the specifications provided by Buyer.  Fortis may re-quote a job at time of submission of a Purchase Order from Buyer if the quantity, artwork, specifications, or other input or materials included in the Purchase Order differ from the information used for purposes of the original Quotation.  Fortis and Buyer agree that (a) Fortis’ Quotation containing these terms and conditions (the “Terms and Conditions”) constitutes an offer to Buyer to transact on the terms stated in the Quotation, and any Purchase Order received from Buyer constitutes an acceptance of FORTIS’ offer, and (b) if Fortis’ Order Acknowledgment or Order Confirmation containing these Terms and Conditions is provided in response to Buyer’s Purchase Order, such Purchase Order is expressly rejected, and the Fortis’ Order Acknowledgment or Order Confirmation constitutes a counteroffer.   CONTRACT AND ACCEPTANCE:

1. All sales of goods or equipment (“Products”) by Fortis to Buyer shall be subject to these Terms and Conditions, which form an integral part of any Purchase Order placed by Buyer and/or any Quotation, Order Acknowledgment, and Order Confirmation from Fortis.  Unless the parties otherwise agree in writing, (i) the offer of Fortis to sell Products as set forth in the Quotation, Order Acknowledgment, or Order Confirmation is expressly conditioned upon Buyer’s agreement to these Terms and Conditions without any additional or different terms, conditions, covenants, or warranties, and Buyer’s acceptance of a Quotation, Order Acknowledgment, or Order Confirmation, by submission of a Purchase Order or other writing or action, shall be deemed to be Buyer’s agreement to these Terms and Conditions,  (ii) any additional or different terms, conditions, covenants, or warranties contained in any Purchase Order, confirmation, request for quote or proposal, or other communication or document delivered by Buyer are expressly rejected and shall not be binding on Fortis, and (iii) the Quotation, Order Acknowledgment, or Order Confirmation, together with these Terms and Conditions and any applicable attachments, schedules, and exhibits attached by Fortis thereto (collectively, the “Agreement”), shall constitute the entire agreement of the parties with respect to the subject matter thereof.  
2. No cancellation, termination, modification, or change of or to a Purchase Order or Agreement shall be effective without Fortis’ prior written consent. If Buyer wishes to cancel any Purchase Order or Agreement, Fortis may, as a condition to consenting to the cancellation, charge a cancellation fee for costs incurred as determined by Fortis in its reasonable discretion.  These costs may include, without limitation, Fortis’ costs of special ordered materials, plates, dies, and other specialty items.  The parties may change the Products to be purchased by Customer under the Agreement only by a writing signed by both parties (a “Change Order”).  Fortis shall not have any liability with respect to any changes to any Products requested by Buyer unless the changes are set forth in a Change Order signed by Fortis.  

DELIVERY: Unless otherwise specified in the Agreement, the price quoted by Fortis is for a single shipment, F.O.B. Fortis’ facility.  Upon delivery of the Products to the carrier as specified above, Buyer assumes and shall bear all risk of loss, destruction, or damage to the Products, and Buyer shall be responsible for obtaining and maintaining insurance against such loss.  Quotations are based on continuous and uninterrupted delivery of the complete order.  Charges for delivery of Products or other materials and supplies from Buyer to Fortis, or from Buyer’s supplier to Fortis, are not included in a Quotation unless otherwise specified.  Fortis is entitled to impose a fuel surcharge from time to time on shipments to Buyer in an amount stated either in an email or other writing delivered by Fortis to Buyer or on Fortis’ website located at https://fortissolutionsgroup.com/terms-conditions/. The amount of the fuel surcharge may be adjusted by Fortis from time to time by delivery of notice of the adjustment via any of the foregoing methods.  Any adjustment to the fuel surcharge shall apply to all Purchase Orders issued by and Products purchased by Buyer from and after the effective date of such adjustment. PURCHASE PRICE:

1. For each Product purchased by Buyer, Buyer shall pay Fortis all fees, purchase price, and other amounts stated in the Agreement, including, without limitation, tooling, die, plate, and/or other equipment costs to manufacture the Product(s) (collectively, the “Purchase Price”).  Except for any portion of the Purchase Price that the Agreement states is payable in advance, Fortis will invoice Buyer for the Product, which invoices are due and payable upon receipt.
2. If any outstanding balance remains unpaid thirty (30) days after invoice receipt, Fortis may, without limiting any of its other rights and remedies, (x) charge interest on the unpaid balance from the date due at a rate equal to the lesser of (i) 1.5% per month or (ii) the maximum rate permitted by law, (y) suspend the manufacturing or delivery of any or all Products or any other products ordered by Buyer or its affiliates, and/or (z) alter or suspend any credit previously or thereafter extended to Buyer or its affiliates.  Buyer shall be responsible for and shall reimburse Fortis for all costs and expenses of collection, including, without limitation, reasonable attorneys’ fees, if any amounts owed by Buyer are subject to collection or Fortis must initiate legal action to collect such amounts.
3. If Buyer disputes any amount on an invoice, Buyer must notify Fortis within ten (10) business days after receipt of the invoice regarding the nature of the dispute, which notice shall set forth a reasonable, good faith, detailed basis for the dispute.  Buyer shall nonetheless pay the undisputed amount within thirty (30) days after receipt of invoice.
4. The Purchase Price set forth in the Quotation is exclusive of all taxes and tariffs, including, without limitation, federal, state, and local excise, sales, use, and other taxes and any tariffs imposed by any governmental entity on the sale, delivery, or use of Products, and Buyer shall be solely liable for and shall pay all such taxes and tariffs (excluding any taxes based on Fortis’ net income), regardless of whether included on any invoice.  

WARRANTY; INSPECTION OF PRODUCTS:  Fortis warrants all Products to conform to the specifications accepted by Fortis and to be free from defects in material and workmanship under normal use and operation for the intended purpose upon delivery.  This warranty shall not apply to any Product that has been altered by anyone other than Fortis.  Upon each delivery of Products hereunder, if Buyer has any claim that the Products are of insufficient quantity, do not conform to the accepted specifications, or contain defects in violation of the foregoing warranty, Buyer must provide Fortis written notice of that claim no later than the earlier to occur of (i) the 60th day after delivery of the Products or (ii) the 30th day after Buyer commences use of the Products (the “Claim Period”).  If Buyer fails to give such notice within the Claim Period, the Products shall be deemed to conform to the Agreement, Buyer shall have accepted the Products, and Buyer expressly waives any rights that Buyer may have otherwise had after the expiration of the Claim Period to revoke acceptance or claim breach of warranty with respect to the Products.  If Buyer delivers written notice of a claim during the Claim Period, Fortis shall have 30 days following its receipt of such notice to deliver the undelivered quantity of Products or replace the nonconforming or defective Products.  Buyer’s sole remedy for the delivery of Products that are of insufficient quantity, do not conform to the accepted specifications, or contain defects in violation of the foregoing warranty shall be to require Fortis to deliver the undelivered quantity of Products or replace the nonconforming or defective Products without additional charge. DISCLAIMER; LIMITATIONS OF LIABILITY:

1. THE WARRANTY IN SECTION 5 ABOVE IS THE ONLY WARRANTY APPLICABLE TO THE PRODUCTS AND IS EXPRESSLY IN LIEU OF ANY WARRANTIES OTHERWISE IMPLIED BY LAW (INCLUDING ANY WARRANTIES OTHERWISE IMPLIED BY LAW BY FORTIS’ SUPPLIERS).  FORTIS HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.  THE REMEDIES STATED HEREIN ARE THE ONLY REMEDIES AVAILABLE FOR BREACH OF THE WARRANTY IN SECTION 5.  FORTIS DOES NOT ASSUME ANY OTHER OBLIGATION OR RESPONSIBILITY FOR BREACH OF SUCH WARRANTY AND HAS NOT AUTHORIZED ANY PERSON TO ASSUME ANY OTHER OBLIGATION OR LIABILITY ON ITS BEHALF FOR BREACH OF SUCH WARRANTY.
2. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, (i) IN NO EVENT SHALL FORTIS BE LIABLE TO BUYER OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST REVENUES, DELAY, WORK STOPPAGE, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, OR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF, RESULTING FROM, OR RELATING TO THE AGREEMENT OR ANY PRODUCT, EVEN IF FORTIS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (ii) THE MAXIMUM LIABILITY, IF ANY, OF FORTIS FOR ALL CLAIMS OF ANY KIND ARISING OUT OF, RESULTING FROM, OR RELATING TO THE AGREEMENT OR ANY PRODUCT SHALL NOT EXCEED THE TOTAL PURCHASE PRICE PAID TO FORTIS UNDER THE APPLICABLE AGREEMENT WITH RESPECT TO THE PRODUCT AT ISSUE, IN EACH CASE, REGARDLESS OF WHETHER SUCH DAMAGES OR CLAIMS ARE BASED ON DEFECTS IN THE PRODUCTS, NEGLIGENCE (INCLUDING GROSS NEGLIGENCE) OR OTHER TORT, WARRANTY, CONTRACT, INDEMNITY, BREACH OF ANY PROMISE, STRICT LIABILITY OR OTHERWISE.  

INDEMNITY:  Buyer shall indemnify, defend and hold harmless Fortis, its affiliates, and any officers, directors, managers, members, employees, attorneys, advisors, and representatives of any of the foregoing (collectively, the “Fortis Indemnified Parties”) from and against any and all third party claims, and all costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees) incurred in connection with any third party claims (collectively, “Claims”), arising out of, resulting from, or relating to (a) Fortis’ production or provision of any Product in conformity with Buyer’s specifications, or (b) Buyer’s use of any Product.  By way of example and not limitation, Claims for which Buyer may be obligated to indemnify a Fortis Indemnified Party under the foregoing provision include, without limitation, third party claims (i) for death, personal injury, damage to property or damage to the environment, (ii) alleging that the Product violates any applicable law, or (iii) alleging that the Product infringes on any intellectual property right of any third party (including, without limitation, any patent, copyright, trademark, trade secret, or other intellectual property right).  If Buyer fails to indemnify a Fortis Indemnified Party as required by this Section 7, then Buyer shall pay any damages (including reasonable attorneys’ fees), claims, losses, fees, expenses and costs incurred by the Fortis Indemnified Party in the prosecution of any action to enforce this Section 7, including any appeal thereof. CONFIDENTIALITY:  

1. During the term of performance of the Agreement and for two (2) years thereafter, each party (the “Receiving Party”) shall retain in confidence and not disclose to any other person or entity (i) the terms of the Agreement or (ii) any non-public information, technology, materials or know how disclosed to the Receiving Party by the other party (the “Disclosing Party”) in connection with the Agreement that either is designated as confidential or proprietary or, by the nature of the information or the circumstances surrounding disclosure, should reasonably be understood to be confidential (“Confidential Information”).  In addition, during the term of performance of the Agreement and for a period of two (2) years thereafter, (A) the Receiving Party shall not use any Confidential Information received hereunder for any purpose other than to carry out the activities contemplated by, or to exercise or enforce (or prepare to exercise or enforce) its rights under, the Agreement; (B) the Receiving Party shall use commercially reasonable efforts to protect the Confidential Information against unauthorized use or disclosure and in any event shall take precautions that are at least commensurate with those taken to protect its own confidential information of a similar nature; and (C) the Receiving Party shall notify the Disclosing Party promptly in writing if the Receiving Party learns of any unauthorized use or disclosure of any Confidential Information.  Upon written request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party or destroy all materials, in any medium, that contain or reveal all or any part of any Confidential Information, except that the Receiving Party may retain copies of Confidential Information to perform its duties hereunder, exercise its rights hereunder, or determine or enforce its obligations hereunder, provided that such retained copies shall remain subject to the restrictions herein.  
2. The covenants in Section 8(a) shall not apply to, and “Confidential Information” shall not include, any information that (i) was known by the Receiving Party without obligation of confidentiality before disclosure by the Disclosing Party; (ii) was in or entered the public domain through no fault of the Receiving Party; (iii) was disclosed to the Receiving Party, without restriction on further disclosure, by a third party legally entitled to make the disclosure; or (iv) was independently developed by the Receiving Party without use of, reference to, or reliance on any Confidential Information. 
3. Notwithstanding Section 8(a), each Receiving Party may disclose Confidential Information (i) to its affiliates and its and their officers, directors, employees, managers, equity owners, attorneys, advisors, accountants, or contractors (collectively, “Representatives”) who (A) need to know such Confidential Information for a permitted purpose described in Section 8(a), (B) are informed by the Receiving Party of the confidential nature of the Confidential Information, and (C) are subject to confidentiality duties or obligations to the Receiving Party that cover such Confidential Information and are no less restrictive than the terms of this Agreement; and (ii) to the extent legally required by any applicable law, court order, or judicial process, provided that the Receiving Party provides prior notice (to the extent permissible) to the Disclosing Party of such requirement so that the Disclosing Party may obtain a protective order or other relief to prevent the disclosure.  A Receiving Party shall be liable for any breach of this Section 8 committed by its Representatives as if the Receiving Party committed such breach.
4. Each party agrees that the other party would be irreparably injured by a breach of the Agreement and that monetary remedies at law would be inadequate to protect the other party against any such actual or threatened breach.  Therefore, without prejudice to any other rights and remedies otherwise available to the other party, each party agrees that the other party shall be entitled to seek equitable relief, including injunctive relief and specific performance, upon an actual or threatened breach of the Agreement without proof of irreparable harm or inadequacy of a monetary remedy at law, and each party further waives any requirement for the securing or posting of any bond in connection with any such remedy.  

MISCELLANEOUS:

1. Independent Contractors.  The relationship of the parties hereunder is that of independent contractors.  Neither Fortis nor Buyer shall have any power to bind the other or to create any obligation on behalf of the other, nor shall it represent that it has any such power.
2. Promotional Matters.  Fortis may issue press releases and other marketing and promotional material describing the relationship created by the Agreement, including, without limitation, displaying the Products provided to Buyer as examples of the product offerings available from Fortis.  In addition, in connection with the production of the Products hereunder, Buyer hereby grants Fortis the right to use Buyer’s name in any advertising and publicity materials of Fortis identifying Buyer as a customer of Fortis.
3. Governing Law; Dispute Resolution. The Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to any provision or rule (whether of the Commonwealth of Virginia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Virginia.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any sale or purchase of Products.  Each party irrevocably consents to, and waives any objections to, the exclusive jurisdiction and venue of any local, state, or federal court located in the Cities of Norfolk or Virginia Beach in the Commonwealth of Virginia in connection with any dispute arising out of or relating to the Agreement; provided, however, that (i) Fortis, in its sole discretion, may elect to sue Buyer in the jurisdiction covering Buyer’s principal place of business or in any jurisdiction where any assets of Buyer may be found, and (ii) if an action is brought by a third party against a Fortis Indemnified Party for which the Fortis Indemnified Party may be entitled to indemnification under the Agreement, the Fortis Indemnified Party may, in its sole discretion, bring a claim for indemnity against Buyer in the forum in which the original action is pending.  EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE AGREEMENT.
4. Force Majeure.  Notwithstanding anything herein to the contrary, Fortis shall not be in default or in breach of the Agreement or otherwise liable to Buyer or any third party in any way for any interruption, disruption, delay, or failure in its performance under the Agreement that results directly or indirectly from any cause or circumstance beyond Fortis’ reasonable control, including, without limitation, acts of God, war or warlike conditions, terrorism, riots, pandemics, government-mandated closures, embargoes, acts of civil or military authority, fire, flood, accidents, strikes or labor shortages, sabotage, delays or failures of transportation equipment or facilities, or shortages of fuel or materials (each, a “Force Majeure Event”); except that a Force Majeure Event shall not excuse either party from its obligation to pay any monies owed to the other party under the Agreement.
5. Severability; Waiver.  If any term or condition hereof is held to be invalid or unenforceable, the remaining terms and conditions hereof shall remain in full force and effect and shall be enforceable to the maximum extent permitted by law.  The failure of either party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
6. Survival of Provisions.  The following provisions shall survive the termination of the Agreement for any reason:  Section 4 (Purchase Price), 6 (Disclaimer; Limitation of Liability), 7 (Indemnity), 8 (Confidentiality) and 9 (Miscellaneous).
7. Amendment; Assignment.  The Agreement may not be amended or modified except by a writing signed by both parties.  Buyer may not assign or transfer the Agreement or any of its rights or obligations hereunder to any other person or entity without the prior written consent of Fortis, and any attempted assignment or transfer by Buyer in violation of the foregoing shall be void.
8. Third Party Beneficiaries.  The Agreement is not intended to benefit any third party and the parties do not intend to create, and do not and shall not be deemed to create, any third party beneficiary rights hereunder, except that notwithstanding the foregoing, all Fortis Indemnified Parties are intended third party beneficiaries of the Agreement.
9. Termination.  Fortis may terminate the Agreement if (i) Buyer breaches the Agreement and, if the breach is reasonably susceptible to cure, does not cure the breach within 10 days after Buyer’s receipt of written notice of the breach from Fortis, or (ii) Buyer files a voluntary petition under federal bankruptcy laws or state insolvency laws, has an involuntary petition filed against it under federal bankruptcy laws or state insolvency laws that is not dismissed within 30 days, makes an assignment of assets for the benefit of creditors, has a receiver or custodian appointed for the operation of its business or a material portion of its assets, or makes a material liquidation of assets.  The foregoing rights of termination are in addition to and not in lieu of any other remedies available to Fortis.  
10. Notices.  Notices permitted or required under the Agreement shall be in writing and shall be deemed given on (i) the date actually received, when personally delivered, (ii) upon delivery if delivered by email (provided that, if such notice was delivered by email after normal business hours, then such notice shall be deemed to have been delivered on the next following Business Day), (iii) three (3) Business Days after mailing, if mailed by registered or certified U.S. mail, return receipt requested, or (iv) one (1) Business Day after deposit with a nationally recognized overnight express courier service. The notice address for each Party is provided below and may be changed by giving notice as provided herein:

Fortis Solutions Group, LLC

2505 Hawkeye Court

Virginia Beach, Virginia 23452

Attn: Julien Chemali, CFO

Email: jchemali@fortissolutionsgroup.com

END OF TERMS AND CONDITIONS