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Quickfill Online LLC.

Sales and Refund Policy
 
PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE.
 
These terms and conditions ("Policy") apply to your Equipment, Supplies and Support. By placing an order with us, you accept and are bound to the terms and conditions of this Policy. If you do not wish to be bound by this Policy, do not purchase from Quickfill Online LLC or contact Quickfill Online LLC to negotiate special terms of sale. THIS POLICY SHALL APPLY UNLESS (I) YOU HAVE A SEPARATE PURCHASE AGREEMENT WITH Quickfill Online LLC, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (II) OTHER Quickfill Online LLC TERMS AND CONDITIONS OR POLICY EXPLICITLY APPLY TO THE TRANSACTION.
 
BY PURCHASING OR USING EQUIPMENT OR SUPPLIES, OR BY CHOOSING THE “I ACCEPT” OPTION LOCATED ON OR ADJACENT TO THE SCREEN WHERE THIS POLICY MAY BE DISPLAYED, YOU AGREE TO THE POLICY BELOW. IF YOU ARE ACCEPTING THIS POLICY ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THIS POLICY. IF YOU DO NOT AGREE TO THIS POLICY DO NOT USE THE EQUIPMENT OR SUPPLIES, AND PROMPTLY RETURN THE EQUIPMENT WITH PROOF OF PURCHASE TO THE PARTY FROM WHOM YOU ACQUIRED IT AND OBTAIN A REFUND OF THE AMOUNT YOU PAID, IF APPLICABLE.
 
 
1. DEFINITIONS
 
1. a. "Affiliate" of a party means an entity controlling by, or under common control with, that party.
 
1. b. “Customer” refers to the person or entity entering into a transaction for Equipment, Supplies or Support with Quickfill Online LLC.
 
1. c. “Equipment” refers to QUICKFILL Series, Steamers, Ultrasonics, Centrifuges, Cleaners and other electronic machinery sold by Quickfill Online LLC.
 
1. d. “Quickfill Online” means Quickfill Online LLC. and its Affiliates. 
 
1. e. "Quickfill Online Branded" means Equipment and Supplies bearing a trademark or service mark of Quickfill Online LLC. or any Affiliate.
 
1. f. “Our” and “We” refers to Quickfill Online .
 
1. g. “Policy” means this Sales and Refund Policy.
 
1. h. “Site” means the web site http://www.quickfillonline.com or other web site designated by Quickfill Online to communicate or process orders.
 
1. i. "Specification" means technical information about Equipment and Supplies published in Quickfill Online manuals, user documentation, and technical data sheets in effect on the date Quickfill Online delivers Equipment and Supplies to Customer. 
 
1. j. "Supplies" means any non-electric item such as inks, packaging, related documentation, accessories, parts, and other related supplies; everything sold by Quickfill Online that is not Equipment.
 
1. k. "Support" means Equipment maintenance and repair, training, installation and configuration, and other standard support services provided by Quickfill Online.
 
1. l. “You” means the Customer.
 
 
2. ORDERS, PRICING, TAXES
 
2. a. Orders. All orders will be governed by this Policy and are subject to acceptance by Quickfill Online .
 
2. b. Prior to Ordering. Before placing an order with Quickfill Online, Customer is responsible for requesting from Quickfill Online and ensuring that its facilities can accommodate the size, voltage and operational needs of the Equipment and Supplies.
 
2. c. Order Acceptance Policy. Customer’s receipt of an electronic or other form of order confirmation does not signify Quickfill Online’s acceptance of your order, nor does it constitute confirmation of Quickfill Online's offer to sell. Quickfill Online reserves the right at any time after receipt of Customer’s order to accept or decline the order for any reason. Quickfill Online further reserves the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Your order will be deemed accepted by Quickfill Online upon shipment of Equipment or Supplies or performance of services that you have ordered. Title to goods passes to you upon delivery to the common carrier. We may require additional verifications or information before accepting any order. To prevent fraud, all orders are subject to credit and identify verification, and are routine for non-U.S. orders. Quickfill Online will not accept orders if verification fails. 
 
2. d. For Orders Placed through the Web Site. 
 
2. d.1. Registration; Customer Accounts; Use of Site. Certain services offered on or through the Site require you to first open a My Account. You are responsible for maintaining the confidentiality of your My Account information, including your password, and for all activity that occurs under your account. You agree to notify Quickfill Online immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by Quickfill Online or any other user of the Site due to someone else using your password or customer account. You may not use anyone else's password or customer account at any time. You may not attempt to gain unauthorized access to the Site. Should you attempt to do so, assist others in making such attempts, or distributing instructions, software or tools for that purpose, then your customer My Account will be terminated. You agree to provide us with accurate, current and complete information about yourself and your billing information as prompted by the registration process. You may update any of your My Account information, designate a different credit card to be billed, or change the applicable expiration date on your currently designated credit card, by clicking on the My Account button and selecting the appropriate link. You may not use any automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy, probe, test or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or any of the systems or networks comprising or connected to the Site.
You also agree that Quickfill Online may, in its sole discretion and without prior notice to you, terminate your access to the Site and your My Account for any reason, including without limitation: (1) attempts to gain unauthorized access to the Site or assistance to others' attempting to do so, (2) overcoming software security features limiting use of or protecting any Content, (3) discontinuance or material modification of the Site or any service offered on or through the Site, (4) violations of this Policy, (5) failure to pay for purchases, (6) suspected or actual copyright infringement, (7) unexpected operational difficulties, or (8) requests by law enforcement or other government agencies. You agree that Quickfill Online will not be liable to you or to any third party for termination of your access to the Site.
 
2. d.2. Customer’s Consent To Collection, Use & Disclosure of their Personal Information. As more fully described in our Privacy Policy linked from our Site, you must disclose certain Personally Identifiable Information to use our Site, register, and make purchases. As a condition of registering with our Site or making any purchases of any Equipment, Supplies and/or Support or conduct any transactions, you represent that you have first read our Privacy Policy and consent to the collection, use and disclosure of your Personally Identifiable Information and Non-Personally Identifiable Information as described in our Privacy Policy. Our Privacy Policy's terms and conditions will change from time to time, and as a condition of browsing the Site, using any features or making any purchase, you agree that you will first review our Privacy Policy prior to making any initial or subsequent purchases.
While Quickfill Online takes reasonable steps to safeguard and to prevent unauthorized access to your personal information, we cannot be responsible for the acts of those who gain unauthorized access, and we make no warranty, express, implied, or otherwise, that we will prevent unauthorized access to your private information. IN NO EVENT SHALL QUICKFILL ONLINE OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, A THIRD PARTY'S UNAUTHORIZED ACCESS TO YOUR PERSONAL INFORMATION, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER QUICKFILL ONLINE WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE.
           
2. d.3. Consent To Our Communication With You By E-Mail. By establishing a My Account with QUICKFILL ONLINE, and each time Customer make a purchase through the Site, permission is deemed granted for QUICKFILL ONLINE to contact Customer at the provided e-mail address. To stop receiving occasional marketing emails, send an e-mail to info@quickfillonline.com or follow the opt-out procedures set forth in such marketing emails.
 
2. e. Prices. Prices are specified at the time QUICKFILL ONLINE receives Customer's order. Generally, written price quotes for an order remain valid for thirty (30) days from the date of the quote. However, QUICKFILL ONLINE reserves the right change prices at any time prior to QUICKFILL ONLINEs acceptance of Customer's order.
 
2. e. 1. No Responsibility To Sell Mispriced Equipment, Supplies or Support. QUICKFILL ONLINE shall have the right to refuse or cancel any orders placed at an incorrect price or containing any other incorrect information or typographical errors. QUICKFILL ONLINE shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If Customer’s credit card has already been charged for the purchase and the order is canceled, QUICKFILL ONLINE shall immediately issue a credit to Customer’s credit card account in the amount of the charge.
 
2. e. 2. Modifications to Prices. QUICKFILL ONLINE RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SITE OR BY E-MAIL DELIVERY TO YOU.
 
2. f. Taxes, Duties and Fees. Prices are exclusive of, and Customer shall pay, all taxes, duties, levies or fees, or other similar charges imposed on QUICKFILL ONLINE or on the Customer by any taxing authority (other than taxes imposed on QUICKFILL ONLINE 's income) related to Customer's order, unless Customer has provided QUICKFILL ONLINE with an appropriate resale or exemption certificate for the delivery location. "Delivery location" means the location where QUICKFILL ONLINE transfers title or possession of Equipment and Supplies to Customer or its designate or the location where Support is performed or, in the case of remote or intangible Support, where the Equipment or Supplies are being serviced are located.
 
2. g. Withholding Tax. If Customer is required by law to withhold and remit tax relating to Customer's order, Customer shall:
 
2.g.1. be entitled to reduce the payment by the amount of such tax;
 
2.g.2. withhold and remit such tax to the applicable tax jurisdiction;
 
2.g.3. assist QUICKFILL ONLINE to obtain the benefit of any reduced withholding tax under applicable tax treaties; and
 
2.g.4. furnish to QUICKFILL ONLINE a tax certificate or other acceptable evidence of payment of such tax as required by the relevant taxing authorities.
 
2. h. Financing. Third party financing transactions require advance notice to QUICKFILL ONLINE for appropriate tax treatment.
 
 
3. PAYMENT
 
3.1. Payment Terms.
 
3.1.a. Invoice Amount. QUICKFILL ONLINE No order will be shipped without QUICKFILL ONLINE first receiving payment in full. QUICKFILL ONLINE may change credit or payment terms for unfulfilled orders if, in QUICKFILL ONLINE's reasonable opinion, Customer's financial condition, previous payment record, or relationship with QUICKFILL ONLINE merits such change.
 
3.1.b. Deposit. QUICKFILL ONLINE may accept from the Customer a deposit of cash of at least one-third (1/3) of the total invoice amount. A deposit will, subject to the terms of this Policy, lock in a price, estimated shipment date, and, if eligible, a Training Fee Credit.
 
3.1.c. Training Fee Credit. Customers who pay, without offset, the full training fee within fifteen (15) calendar days from the end of the training program will have that fee credited towards the purchase of the “Complete Package”. 
 
3.1.d. Returned Checks. A returned check fee of $25 will be charged for all returned checks.
 
3.2. Customer Default. QUICKFILL ONLINE may discontinue performance if Customer fails to timely pay any sum due, or if after ten (10) days written notice Customer has not cured any other failure to perform under this Policy. Invoices not paid within 30 days are subject to a 1.5% Finance Charge in addition to a one-time $10.00 US Accounting fee. Delinquent accounts may be submitted to a collection agency after our standard "net 30 days" terms have elapsed.
 
3.3. Security Interest. QUICKFILL ONLINE retains a security interest in Equipment and Supplies until full payment has cleared. Customer hereby agree to execute any paperwork required by QUICKFILL ONLINE to effectuate any such security interest.
 
 
4. SHIPPING/DELIVERY
 
4.a. Delivery. QUICKFILL ONLINE will deliver Equipment and Supplies by arranging shipping with out common carrier to the receiving area at the "ship to" address specified in Customer's order within the country in which QUICKFILL ONLINE accepted the order. The Customer is responsible for all shipping, handling, taxes, duties, fees assessed by us, a government, and the carrier. Additional shipping packages and charges may be required on your order due to weight, zip code, your combination of items, or other factors.
 
4.b. Delivery Dates. We will provide an estimated non-binding delivery date upon accepting an order. Shipping times and rates are only estimates and are not guaranteed. We cannot control occasional inventory shortages, shipping carrier delays, customs delays, weather delays, and other factors that can delay your shipment. However, we will do our best to get your Equipment and Supplies to you as soon as possible. We are not responsible for any losses, damages or other costs incurred by Customer or any third party as a result of shipping delays regardless of cause. 
 
4.c. Delivery to Customers Outside the Continental United States.   International orders may be subject to customs fees, import taxes, duties, or other fees imposed by your government or a carrier. QUICKFILL ONLINE has no control over these fees and will not pay these costs – it is the responsibility of the Customer to pay these costs. If you are not familiar with the customs fees in your country, it is your responsibility to check with your local customs office for more information and arrange payment of those fees. The shipping and handling charges you are quoted and/or pay to QUICKFILL ONLINE do not include these fees. If you refuse delivery on a package, you are responsible for the return shipping costs, as well as any outstanding duties, fees, tariffs or taxes.
 
4.d. Order Pickup (No delivery). Customer may prearrange to pick up Equipment and Supplies at QUICKFILL ONLINE ’s headquarters in Charlotte, North Carolina in lieu of delivery.
 
4.e. Storage. QUICKFILL ONLINE reserves the right to charge a storage fee of ten (10) dollars per calendar day after ninety (90) days has elapsed from the date the order is ready for delivery or pickup.
 
4.f. Partial Shipments and Backorders. Occasionally there are delays in our supply chain that can cause all or part of your order to ship later than originally estimated. In this case, we will usually choose to ship out the Equipment and Supplies that are ready. QUICKFILL ONLINE reserves the right to make partial shipments. The remainder of your order will be sent to you as soon as possible. Once a partial shipment is made, all parts of the order are subject to the return provisions in this Policy. 
 
4.g. Carrier Related Loss or Damaged Shipments; Shortages. If your package arrives damaged during shipping by our chosen carrier, please refuse the package or immediately contact the courier for instructions. You must then call QUICKFILL ONLINE so we can file a claim with the carrier. If you selected the carrier, it is your responsibility to coordinate and file a claim with the carrier. Failure to do so will likely result in loss of refund or replacement. Carriers reserve the right to conduct an on-site inspection at the delivery destination. If the carrier is not allowed to inspect the Equipment or Supplies, a claim cannot be filed and replacement Equipment or Supplies will not be provided. Customers should note order shortages at the time of delivery and report shortages to QUICKFILL ONLINE within 24 hours of the delivery. 
 
 
5. Return, Exchanges and Refund Privileges.
 
5.a. Returns and Refunds Before Shipping. Deposits and order payments are 100% refundable if QUICKFILL ONLINE receives, within fifteen (15) calendar days from the date of the deposit or payment, a written request from the depositor for a refund and no part of the order has been shipped or picked up by the Customer. After fifteen (15) calendar days from the date of the deposit but before the order is shipped or picked up by the Customer, deposits and payments are refundable less a fifteen percent (15%) cancellation fee to compensate QUICKFILL ONLINE for its work up to that point.
 
5.b. Returns, Refunds and Exchanges After Shipping or Pickup. Please note that QUICKFILL ONLINE only permits the return at QUICKFILL ONLINE ’s reasonable discretion for a refund less a fifteen percent (15%) restocking fee if QUICKFILL ONLINE is contacted within fifteen (15) calendar days of order receipt by Customer. If Customer discovers that a Equipment or Supplies upon delivery or pickup is wholly inoperable, please contact QUICKFILL ONLINE Support at 1-704-780-4878 immediately so we can replace or service your Equipment or Supplies, at our discretion. Customer is responsible for paying all costs, fees and taxes related to returning the Equipment or Supplies to QUICKFILL ONLINE . Equipment (not Supplies) come with a 1-year limited warranty as described later in this Policy.
 
5.c. Refunds Generally. Returned Equipment and Supplies under this Policy must be received by QUICKFILL ONLINE in the same condition as you received them or your refund will be reduced by the cost of repair. Customer is responsible for risk of loss during shipping to or from QUICKFILL ONLINE , therefore purchasing insurance is recommended. THIS RETURN POLICY IS NOT A
 
 
6. WARRANTY.
 
6.1. One-Year Limited Warranty
 
6.1.a. Limited Warrenty Term. QUICKFILL ONLINE -branded Equipment comes with a 1-year limited warranty.
 
6.1.b. Transfer. Warranties are transferable to another party for the remainder of the warranty period subject to QUICKFILL ONLINE ’s prior approval.
 
6.1.c. Date. Warranties begin on the date of delivery, or on the date of installation if installed by QUICKFILL ONLINE . If Customer schedules or delays such installation more than thirty (30) days after delivery, Customer's warranty period will begin on the 31st day after delivery.
 
 
6.2. Exclusions. QUICKFILL ONLINE is not obligated to provide warranty services or Support for any claims resulting from:
 
6.2.a. improper site preparation, or site or environmental conditions that do not conform to Equipment or Supply requirements or specifications, such as excess moisture, voltage or power;
 
6.2.b. Customer's non-compliance with Specifications;
 
6.2. c. improper or inadequate maintenance or calibration;
 
6.2.d. Customer or third-party interfacing, supplies, or other products;
 
6.2.e. Modifications or tampering not performed or authorized by QUICKFILL ONLINE ;
 
6.2.f. abuse, negligence, accident, loss or damage in transit, fire or water damage, electrical disturbances or voltage issues, transportation by Customer, or other causes beyond QUICKFILL ONLINE 's control.
 
 
6.3. Limited Warranty Service
 
During the first year of the 1-year limited warranty, we will repair any QUICKFILL ONLINE Equipment returned to us that prove to be defective in materials or workmanship. If we are not able to repair the Equipment, we will replace it with comparable Equipment that is new or refurbished.
 
Prior to shipping the Equipment back to QUICKFILL ONLINE for service, Customer must contact QUICKFILL ONLINE to (1) allow our technicians to verify the Equipment is in need of repair, (2) verify the Equipment and problem is cover by this Limited Warranty, and (3) obtain a Return Material Authorization (“RMA”) Number for you to include with your return. This will expedite and help ensure the proper action or credit upon processing. You must return the Equipment to us in their original or equivalent packaging, prepay shipping charges, and fully insure the shipment or because you accept the risk if the Equipment is lost or damaged in shipment - Customer is responsible for all risk of loss and damage to Equipment being shipped back to QUICKFILL ONLINE . We will return the repaired or replacement Equipment to you. We will pay to ship the repaired or replaced Equipment to you if you use an address in the United States (excluding Puerto Rico and U.S. possessions and territories). Otherwise, we will ship the Equipment
to you freight collect.
 
6.3.a. If we determine that the problem is not covered under this warranty, we will notify you and inform you of service alternatives that are available to you on a fee basis.
 
Non-QUICKFILL ONLINE Branded Equipment and Supplies. QUICKFILL ONLINE provides third-party Equipment and Supplies that are not QUICKFILL ONLINE Branded "AS IS" without warranties of any kind, although the original manufacturers or third party suppliers of such products, may provide their own warranties.
 
6.3.b. Disclaimer.
 
THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE (OR JURISDICTION TO JURISDICTION). QUICKFILL ONLINE 'S RESPONSIBILITY FOR MALFUNCTIONS AND DEFECTS IN EQUIPMENT AND SUPPLIES IS LIMITED TO REPAIR AND REPLACEMENT AS SET FORTH IN THIS WARRANTY STATEMENT. ALL EXPRESS AND IMPLIED WARRANTIES FOR THE EQUIPMENT AN SUPPLIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN TIME TO THE TERM OF THE LIMITED WARRANTY PERIOD REFLECTED ON YOUR PACKING SLIP OR INVOICE. NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, WILL APPLY AFTER THE LIMITED WARRANTY PERIOD HAS EXPIRED. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THIS LIMITATION MAY NOT APPLY TO YOU.
 
WE DO NOT ACCEPT LIABILITY BEYOND THE REMEDIES PROVIDED FOR IN THIS LIMITED WARRANTY OR FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR THIRD-PARTY CLAIMS AGAINST YOU FOR DAMAGES, FOR EQUIPMENT OR SUPPLIES NOT BEING AVAILABLE FOR USE. OUR LIABILITY WILL BE NO MORE THAN THE AMOUNT YOU PAID FOR THE EQUIPMENT OR SUPPLIES THAT IS THE SUBJECT OF A CLAIM. THIS IS THE MAXIMUM AMOUNT FOR WHICH WE ARE RESPONSIBLE.
 
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
 
 
7. Intellectual property infringement
 
7.1. No Liability. QUICKFILL ONLINE has no obligation for any claim of infringement arising from:
 
7.1. a. QUICKFILL ONLINE 's compliance with Customer or third party designs, specifications, instructions, or technical information;
 
7.1. b. modifications made by Customer or a third party;
 
7.1. c. Customer non-compliance with the Specifications and manuals; or
 
7.1. d. Customer use with products, software, or services that are not QUICKFILL ONLINE Branded.
 
7.1. e. Sole and Exclusive. This sub-section 7(a) states QUICKFILL ONLINE 's entire liability for claims of intellectual property infringement.
 
 
8. Intellectual property rights
No rights in copyright, patents, trademarks, trade secrets, or other intellectual property are granted by either party to the other except as expressly provided under this Policy. Customer will not register or use any mark or internet domain name that contains QUICKFILL ONLINE 's trademarks (e.g., "QUICKFILL ONLINE ").
 
 
9. Limitation of liability and remedies
 
9.1. Limitation of Liability. Except for the amounts in sub-section 8(a) above and damages for bodily injury (including death) QUICKFILL ONLINE 's total aggregate liability is limited to the amount paid by Customer for:
 
9.1. a. the Equipment or Supply; or
9.1. b. Support during the period of a material breach up to a maximum of twelve (12) months; that in each case is the subject of the claim.
 
9.2. Disclaimer of Consequential Damages. EXCEPT FOR CLAIMS BY A PARTY FOR INFRINGEMENT OF THEIR INTELLECTUAL PROPERTY RIGHTS AGAINST THE OTHER PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL COSTS OR DAMAGES INCLUDING, WITHOUT LIMITATION, DOWNTIME COSTS; LOST BUSINESS, REVENUES, OR PROFITS; FAILURE TO REALIZE EXPECTED SAVINGS; LOSS OR UNAVAILABILITY OF OR DAMAGE TO DATA; OR SOFTWARE RESTORATION. 
 
9.3. Legal Theory. TO THE EXTENT ALLOWED BY LOCAL LAW, THESE LIMITATIONS WILL APPLY REGARDLESS OF THE BASIS OF LIABILITY, INCLUDING NEGLIGENCE, MISREPRESENTATION, BREACH OF ANY KIND, OR ANY OTHER CLAIMS IN CONTRACT, TORT OR OTHERWISE.     
 
 
10. Binding Arbitration
ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND QUICKFILL ONLINE , its agents, employees, principals, successors, assigns, affiliates (collectively for purposes of this paragraph, "QUICKFILL ONLINE ") arising from or relating to this Policy, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Policy (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Policy), QUICKFILL ONLINE ’s advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under its Code of Procedure then in effect (available via the Internet at http://www.arb-forum.com, or via telephone at 1-800-474-2371). In the event of any inconsistency or conflict between NAF Code of Procedure and this Policy, this Policy shall control. The arbitration will be limited solely to the dispute or controversy between customer and QUICKFILL ONLINE . NEITHER CUSTOMER NOR QUICKFILL ONLINE SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The individual (non-class) nature of this dispute provision goes to the essence of the parties' arbitration agreement, and if found unenforceable, the entire arbitration provision shall not be enforced. This transaction involves interstate commerce, and this provision shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. QUICKFILL ONLINE will be responsible for paying any arbitration fees to the extent such fees exceed the amount of the filing fee for initiating a claim in the small claims or similar court in the state in which you reside. Each party shall pay for its own costs and attorneys' fees, if any. However, if any customer prevails on any claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law. Information may be obtained and claims may be filed with the NAF at P.O. Box 50191, Minneapolis, MN 55405.
 
 
11. GENERAL
 
11.a. Electronic Orders. Where facilitated under local law, the parties may do business electronically, including order placement and acceptance. Once accepted, such orders will create fully enforceable obligations subject to this Policy. Such orders and acceptances will be deemed for all purposes to be an original signed writing.
 
11.b. Internal Use. Equipment, Supplies and Support acquired by Customer under this Policy are solely for Customer's own internal use and not for resale or sub-licensing.
 
11.c. Force Majeure. QUICKFILL ONLINE shall not be liable for performance delays nor for non-performance due to causes beyond its reasonable control.
 
11.d. Assignment. Customer may not assign, delegate or otherwise transfer all or any part of its rights or obligations under this Policy without prior written consent from QUICKFILL ONLINE . Any such attempted assignment, delegation, or transfer will be null and void.
 
11.e. Export and Import. By accepting this Policy you confirm that you are not located in (or a national resident of) any country under U.S. Economic embargo or sanction, not identified on any U.S. Department of Commerce Denied Persons List, Entity List of proliferation concern, on the US State Department Debarred Parties List or Treasury Department Designated Nationals exclusion list, and not directly or indirectly involved in the financing, commission or support of terrorist activities or in the development or production of nuclear, chemical, biological weapons or in missile technology programs as specified in the U.S. Export Administration Regulations (15 CRF 744) and hardware, products, software, technology, or services may not be exported, re-exported, transferred or downloaded to any such entity."
 
11.f. Governing Law. Disputes arising from this Policy will be governed by the law of the jurisdiction of the principal place of business of the QUICKFILL ONLINE Affiliate accepting the order to which the dispute relates and the courts of that locale will have jurisdiction, except that QUICKFILL ONLINE may, at its option, bring suit for collection in the country where the Customer Affiliate that placed the order is located. Customer and QUICKFILL ONLINE agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Policy. Claims arising or raised in the United States will be governed by the laws of the State of North Carolina, excluding rules as to choice and conflict of law.
 
11.g. Bankruptcy. If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other party may cancel any unfulfilled obligations.
 
11.h. Survival. Any provisions in this Policy which by their nature extend beyond the termination or expiration of any sale or license of Equipment, Supplies or Support will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns. 
 
11.i. Notices. All notices that are required under this Policy will be in writing and will be considered effective upon receipt. 
 
11.j. Entire Agreement. This Policy represent the entire agreement between QUICKFILL ONLINE and Customer regarding Customer's purchase of Equipment, Supplies and Support, and supersedes and replaces any previous communications, representations, or agreements, or Customer's additional or inconsistent terms, whether oral or written. In the event any provision of this Policy is held invalid or unenforceable the remainder of the Terms will remain enforceable and unaffected thereby.
 
11.k. Waiver. Neither party's failure to exercise or delay in exercising any of its rights under this Policy will constitute or be deemed a waiver or forfeiture of those rights. 
 
11.l. Independent Contractor. QUICKFILL ONLINE is an independent contractor in the performance under this Policy and neither QUICKFILL ONLINE nor any QUICKFILL ONLINE personnel are employees or agents of Customer. Nothing in this Policy will be construed as creating a joint venture, partnership or employment relationship between the parties, nor will either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other.