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Conditions of Use 

GENERAL REMARKS

Welcome.  By accessing the PERI website, you agree to be bound by these Conditions of Use.   These Conditions of Use also govern the use by any Designated Users of myPERI pursuant to a License Agreement for Access to myPERI.

DEFINITIONS

  1. “PERI” means PERI Formwork Systems, Inc., its parent, subsidiary and affiliates.
  2. “Customer” or “you” or “your” means Vistor(s) to the PERI website, and, as applicable, the corporation, entity or business, as well as its Designated Users, party to a License Agreement for Access to myPERI.
  3. “PERI website” means the website found at https://www.peri-usa.com available by PERI to visitors and all content, products, services and features on the PERI website available to visitors, as well as these Terms and Conditions, as may be amended from time to time.
  4. “myPERI” means the online web service found at https://my.peri.com  available by PERI to Designated Users pursuant to a License Agreement for Access to myPERI, including all products, services and features offered via that website to Designated Users, as well as these Terms and Conditions, as may be amended from time to time.
  5. “Designated Users” – The users expressly authorized pursuant to a License Agreement for Access to myPERI and/or any users authorized by Customer to access myPERI on behalf of Customer.   
  6. “License Agreement for Access to myPERI” or “License Agreement” means the written agreement between PERI and Customer authorizing access to myPERI by Designated Users.
  7. “Visitor(s)” or “vistor” means any person or persons visiting the PERI website as well as any Designated Users of myPERI.
  8. “User(s)” or “user” means any person or persons visiting the PERI website as well as any Designated Users of myPERI.
  9. “Intellectual Property Rights” means without limitation all patents, trademarks, trade names, design rights, copyright (including rights in computer software), database rights, rights in know-how and other intellectual property rights, in each case whether registered or unregistered, which may subsist anywhere in the world. Visitors acknowledge that the Electronic Content, PERI website and myPERI, along with any Intellectual Property Rights contained therein or related thereto, are protected by law. All rights not specifically given to the visitors are expressly reserved by PERI.
  10. “Electronic Content” means all products, services and content available in or through the PERI website and/or myPERI, including any myPERI drawings as described below. The Electronic Content on the PERI website and/or myPERI may include specific project data and comprehensive product information regarding your select projects, including, project data, material overview and costs as they relate to PERI materials (hereinafter called “Project Data”).  The Electronic Content on the PERI website and/or myPERI also may include technical documents, including data and brochures, for materials rented or sold by PERI (hereinafter called “technical documents”).

By visiting the PERI website or myPERI, you agree that these Conditions of Use, as amended from time to time, supplement any terms and conditions in any agreement you have with PERI, including any  License Agreement for Access to myPERI.  Except as to any provisions for choice of law, venue and jurisdiction found in your License Agreement, which terms shall supplant any terms herein, in the event of any contradiction, inconsistency or variance between the provisions of any other agreement between you and PERI or your License Agreement for Access to myPERI and these Conditions of Use, these Conditions of Use shall take precedence.  

COPYRIGHT

The entire contents of and each article and abstract and all other material available through the PERI website and myPERI are protected by copyright (unless otherwise indicated on the title page of the article).

GENERAL RESTRICTIONS

Except as otherwise permitted under these Conditions of Use, you may not (a) use the PERI website and/or myPERI for any purpose other than those permitted under these terms or, if applicable, a License Agreement for Access to myPERI; (b) reverse engineer, decompile, or disassemble the PERI website and/or myPERI; (c) sell, rent, lease, lend, distribute, market or create a lien or security interest in the access rights granted under these terms; (d) sublicense or otherwise transfer the access rights granted thereunder; (e) remove or obscure any proprietary notices, labels, brandings, or markings included on the PERI website and/or myPERI; (f) use the access rights to provide services to third parties, sell, sublicense or otherwise commercialize outputs derived or realized from your use of the PERI website and/or myPERI; (g) download, print, copy, circulate, publish, reproduce, or otherwise commercially exploit PERI information or Electronic Content that is part of or accessible from the PERI website and/or myPERI; (h) use the PERI website and/or myPERI to send spam or otherwise unlawful email messages; (i) use the information or Electronic Content obtained from the PERI website and/or myPERI to send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy or intellectual property rights; (j) knowingly use the PERI website and/or myPERI to send or store material containing any harmful computer code; (k) knowingly interfere with or disrupt the integrity or performance of all or any part of the PERI website and/or myPERI; (l) attempt to circumvent the security features or otherwise gain unauthorized access to unauthorized portions of the PERI website and/or myPERI; (m) modify, copy or create derivative works from any code from the PERI website and/or myPERI; or (n) disassemble, reverse engineer, or decompile any code for any part of the PERI website and/or myPERI in order to build for non-internal purposes, a product or service that is competitive with the services provided by PERI.

SPECIFIC RULES OF USE FOR myPERI

myPERI is only available to Designated Users.  Designated Users will be provided a logon identifier and password via electronic mail, which he or she shall change immediately after receipt of the necessary log-in data.  (Designated Users must ensure that electronic mail sent by PERI are received and not directly forwarded to the spam folder or are automatically deleted).

 

No Designated User may allow third parties or persons not employed by Customer access to myPERI by means of his or her logon identifier and password. 

 

Subject to the terms of the License Agreement, Designated Users will have access to Electronic Content within myPERI that relates to Customer projects.

 

Designated Users may download, search, retrieve, display, view, copy and print copies of Electronic Content subject to these Conditions of Use. Except as provided above, Designated Users may not download, copy, distribute, transmit or otherwise reproduce, sell or resell any Electronic Content; nor store any Electronic Content in any form or medium on or in any retrieval system; nor transmit such material, directly or indirectly, for use in any paid service such as document delivery or listserv, nor for use by any information brokerage or for systematic distribution, whether or not for commercial or non-profit use, or for a fee or free of charge.

 

Designated Users agree not to remove, obscure or modify any copyright or proprietary notices, author attribution or any disclaimer as they appear on myPERI. Designated Users may not integrate Electronic Content with other material, nor otherwise create derivative works in any medium.

 

Designated Users may not do anything to restrict or inhibit any other Designated User's access to or use of myPERI and the Electronic Content.

 

If a Designated User refuses or fails to abide by these Conditions of Use or violates any other terms of the License Agreement, PERI reserves the right in its sole discretion to suspend or terminate access to myPERI and the Electronic Content immediately without notice, in addition to any other available remedies.

 

Designated Users shall not have the right to incorporate any Electronic Content into any institutional or other repository under any circumstances without PERI’s prior written approval.

 

You are solely responsible for authenticating and administrating all Designated Users’ identifications and passwords and for all their activities occurring through your account for access rights/license to myPERI.  You shall:  (a) use commercially reasonable efforts to prevent unauthorized access to or use of myPERI through your password and notify PERI promptly of any such unauthorized use that you become aware of; and (b) comply and ensure that your colleagues, employees and non-employee personnel and contractors comply with these Conditions of Use and any subsequent terms imposed by PERI with respect to access to myPERI, as well as all laws, rules and regulations applicable to your use of myPERI

 

Subject to the terms of the License Agreement, PERI reserves the right to either expand or to reduce, at any time, the range of Electronic Content made available through myPERI.  PERI further reserves the right to change the functions and the manner of functioning of myPERI and to expand or to supplement the range of services offered therein.  PERI makes every effort to adjust and update, punctually and fully, the Electronic Content available on myPERI.  PERI, however, is under no legal obligation to adjust or update these items of content or project data, individually or all together, at fixed intervals of time from the date of their being made available onward.  PERI accepts no liability for the accuracy or timeliness of the Electronic Content(s) of the Online Portal myPERI.

 

To the extent set forth in your License Agreement, necessary layout drawings and/or assembly drawings for the application of PERI materials for a particular project may be available to you on myPERI for inspection and downloading (hereinafter “myPERI drawings”). 

 

Unless noted otherwise, myPERI drawings will be based on ACI-347 design standards.  myPERI drawings, as well as any manuals, furnished by PERI are provided to conceptually illustrate the assembly of PERI material only. Manuals and myPERI drawings are neither intended to be fully directive nor cover engineering details for PERI’s material or materials not furnished by PERI.  myPERI drawings do not include reshoring/backshoring calculations and/or drawings, which are Customer’s sole responsibility.  All PERI-supplied drawings are based upon information provided by Customer and/or others and it is Customer’s responsibility to use PERI’s material in accordance with safe engineering and construction practices and applicable law.  PERI provides its material to sophisticated end users and it does not control assembly or procedures at the project site, or the grade or quality of materials or equipment supplied by third parties and, therefore, it is Customer’s responsibility to integrate the myPERI drawings into composite drawings suitably complete for construction purposes. Customer shall review the myPERI drawings supplied by PERI for any discrepancies or non-conformities, and in the event of any discrepancies or non-conformities, Customer must notify PERI within 3 working days after the submission of the myPERI drawings by PERI. Customer’s failure to provide timely written notice shall constitute a waiver of any and all claims, directly or indirectly, related to the delivery of myPERI drawings with discrepancies or non-conformities and it shall be conclusively presumed that Customer has fully inspected the myPERI drawings, the Customer deems the myPERI drawings satisfactory and acceptable in all respects.  PERI is not liable for any changes by others made to or deviations from any myPERI drawings supplied hereunder. PERI is not liable for the accuracy of myPERI drawings to the extent altered by anyone other than PERI or based upon inaccurate or otherwise non-conforming information provided to PERI on which the myPERI drawings are based.  

 

myPERI drawings are valid if and as long as they are visible in myPERI. myPERI drawings become invalid if they are removed from myPERI, if they are declared to be invalid or if the Customer cannot open or access them in myPERI.  If new versions of already existing myPERI drawings are uploaded to myPERI, the new versions replace the previous ones. By uploading another version to myPERI, the old versions become invalid.

 

When a new myPERI drawing become available on myPERI, PERI will alert  the Customer by electronic mail within about sixty (60) minutes after making the new myPERI drawing available.  Once available, additional copies of drawings can be mailed or otherwise delivered to Customer, the costs of which may be invoiced to Customer.

 

 

RESERVATION OF RIGHTS/OWNERSHIP 

ALL RIGHTS IN THE PERI WEBSITE AND myPERI NOT EXPRESSLY GRANTED IN THIS AGREEMENT ARE RESERVED BY PERI.  The PERI website and myPERI may be protected by United States and international copyright laws and treaties, as well as patent and other intellectual property laws and treaties.  Except for the rights granted by PERI hereunder, as between the parties, all title, copyright, patent and other proprietary rights, including trade secrets (if any), in and to all Electronic Content and related to the PERI website and myPERI are owned solely and exclusively by PERI. 

 

PERI reserves the right to store the access history of Customer, including, but not limited to, logon history, download history, for the PERI website and myPERI for a period of time.  PERI has no obligation to share this access history absent a court order or agreement to do so.

PERI LOGO

PERI's logo is a registered trademark of PERI. The logo is protected by law and may not be used without PERI's express written permission. PERI retains the exclusive right to grant or refuse permission to use its logo.  Any other logos and brand names displayed on the PERI website or myPERI are the exclusive intellectual property of their respective owners. To the extent applicable, these items are licensed to PERI but remain the property of their respective owners.

 

 

ACCURACY OF INFORMATION

While all reasonable attempts have been made to ensure the accuracy of information on the PERI website and myPERI, PERI is not responsible for any errors, inaccuracies, or incomplete information contained therein. PERI reserves the right to correct, change, or update any information on these sites at any time without prior notice.

DISCLAIMER

You use the PERI website and myPERI at your own risk. The materials on the PERI website and myPERI are provided "as is" and without warranties of any kind, either expressed or implied. To the fullest extent permissible, pursuant to applicable law, PERI and its affiliates disclaim all warranties of merchantability and fitness for a particular purpose, and of accuracy of informational content. PERI does not warrant that the functions contained in the PERI website or myPERI will be uninterrupted or error free, that defects will be corrected, or that it or the server that makes it available are free of viruses or other harmful components.

PERI and its employees, directors, officers, agents, vendors, or suppliers will not be liable for any losses or direct, indirect, incidental, consequential, exemplary, or punitive damages arising out of or in connection with the use of or the inability to use the PERI website and myPERI.

PERI is not responsible for any charges associated with accessing the PERI website and myPERI, including, but not limited to, any computer equipment, telephone or Internet connections and access software.

PERI may modify any of these terms and conditions at any time. A visitor’s continued use of the PERI website and/or myPERI shall be conclusively deemed acceptance of such modifications.

The PERI website and/or myPERI may provide links to third-party websites. Where such links exist, PERI disclaims all responsibility and liability for the content of such third-party websites. Visitors assume the sole responsibility for the accessing of third-party websites and the use of any content appearing on them.

If you are dissatisfied with the PERI website and/or myPERI, or with these Conditions of Use, your sole and exclusive remedy is to discontinue using the sites and, if applicable, terminate the License Agreement pursuant to the termination clause therein.

PERI makes no representation or warranty that the PERI website or myPERI or the information contained therein may be lawfully accessed, transmitted, viewed, downloaded, or otherwise used outside of the United States. Any visitor accessing the PERI website or myPERI from outside the United States does so at his or her own risk and is solely responsible for compliance with the laws of the jurisdiction from which access is made.

Information on the PERI website and/or myPERI may contain references or cross references to PERI products, programs, and services that are not announced or available in your country. Such references do not imply that PERI intends to announce such products, programs, or services in your country.

LINKS/SCREEN SHOTS

Unauthorized use of images from PERI websites or myPERI to create buttons or to highlight links to PERI is strictly prohibited.  Unauthorized use of screen shots of pages from myPERI or on other PERI websites is strictly prohibited, without written permission from PERI. 

SECURITY

You are prohibited from violating or attempting to violate the security of the PERI website and/or myPERI. You may not, directly or indirectly through others: (a) Access data not intended for you or log into a server or account that you are not authorized to access; (b) Attempt to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) Attempt to interfere with service to any user, host, or network, including, without limitation, submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing"; (d) Send unsolicited email, including promotions or advertising of products or services, to email addresses accessed through the site; (e) Forge any any part of the header information in any email or newsgroup posting; (f) Use any device, software, or routine to interfere or attempt to interfere with the proper working of the PERI website and/or myPERI, or of any activity conducted on or through the site; or (g) Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars, or intelligent agents) to navigate through or search the PERI website and/or myPERI.

Any action that imposes an unreasonable or disproportionately large load on PERI infrastructure is prohibited.  Violations of system or network security may result in civil or criminal liability. PERI will investigate such violations and may involve and cooperate with law enforcement authorities in prosecuting users who are involved in such violations.

TERMINATION OF USE

Subject to and in addition to any rights of termination under any applicable License Agreement, PERI and its representatives reserve the right to deny use of myPERI or any other PERI website to any user for any reason without notification. Any violation of the terms of use may result in legal action against the visitor. PERI may, in its sole discretion and at any time, modify or terminate the PERI website and/or myPERI and remove or refuse to post any information, content, materials, or other offering.

CONFIDENTIALITY AND SECURITY.  

You acknowledge that you may have access to Confidential Information of PERI.  “Confidential Information” means any non-public information disclosed by PERI to you in connection with the PERI website and/or myPERI that is disclosed in writing, orally or by inspection and is identified in writing or orally during disclosure as “Confidential” or “Proprietary” or which you have reason to believe is treated as confidential by PERI.  “Confidential Information” shall not include information that you can demonstrate: (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than you; (b) was known to you as of the time of its disclosure; (c) is independently developed by you without use of the PERI’s Confidential Information; or (d) is subsequently learned from a third party that, to your knowledge, is not under a confidentiality obligation to the disclosing party.  You agree that the PERI website and/or myPERI, including all software code pertaining thereto, is Confidential Information of PERI and may contain proprietary information and trade secrets.  You agree that you will not disclose to any third party any Confidential Information other than as expressly permitted under these Conditions of Use.  Notwithstanding anything to the contrary herein, you may disclose Confidential Information pursuant to the requirements of a court or governmental agency or by operation of law, provided that you give PERI reasonable prior written notice sufficient to permit PERI to contest such disclosure or seek a protective order. 

REPRESENTATIONS/WARRANTIES 

PERI represents and warrants that (a) the services provided by PERI hereunder will not violate or infringe any United States registered patent or copyright; (b) PERI maintains industry standard and protocols and procedures designed to (i) prevent unauthorized access to the PERI website and/or myPERI, (ii) prevent disabling devices including, but not limited to, codes, commands or instructions that may be used to access, alter, delete, damage or disable the PERI website and/or myPERI; and (c) PERI has not received written notice that the PERI website and/or myPERI violates any laws applicable to PERI’s business.

DISCLAIMERS

PERI OBTAINS DATA FROM SOURCES BELIEVED TO BE RELIABLE, BUT ITS ACCURACY AND COMPLETENESS ARE NOT GUARANTEED.  DATA MAY CONTAIN NONCONFORMITIES, DEFECTS, ERRORS OR OMISSIONS.  THE LIMITED WARRANTY CONTAINED IN THIS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN EXPRESSLY MADE ABOVE, CUSTOMER DISCLAIMS ALL WARRANTIES,  WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY PURPOSE, RELIABILITY, ACCURACY, TITLE AND NON-INFRINGEMENT.  YOU ACKNOWLEDGE THAT THE INTERNET IS NOT ALWAYS SECURE AND MAY SOMETIMES GIVE RISE TO SECURITY RISKS.  EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND ANY PAYMENT OBLIGATIONS ARISING FROM THE LICENSE AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF myPERI, WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION (SUCH AS THE USE OF OR INABILITY TO USE THE PERI WEBSITE AND/OR myPERI AND/OR DATA, OR THE PROVISION OF OR FAILURE TO PROVIDE ANY ATTENDANT SUPPORT SERVICES), EVEN IN THE EVENT OF FAULT, NEGLIGENCE OR MISREPRESENTATION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

 

INDEMNIFICATION.  Customer shall defend, indemnify and hold PERI, including its directors, officers, employees and agents, harmless against any damages, losses, liabilities, penalties, judgments, settlements, costs and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of any third party claim relating to the Customer‘s breach or alleged breach of any of its representations, warranties, covenants or obligations under these Conditions of Use or relating to the Customer‘s failure to comply with any law or regulation applicable to the PERI website and/or myPERI. 

 

PROVISIONS.

 

If any provision of these Conditions of Use is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of PERI, and the remainder of the Agreement will remain in full force and effect.

 

Binding Arbitration. 

Any dispute arising from these Conditions of Use, or your use of myPERI or the PERI website are subject to binding individual arbitration before the American Arbitration Association ("AAA") under the Federal Arbitration Act ("FAA"), and you agree that you have waived your right to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide and the arbitrator’s decision will be final except for a limited right of appeal under the FAA. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are not allowed. Nor is combining individual proceedings without the consent of all parties. The term "dispute" is as broad is it can be. It includes any claim or controversy between you and PERI concerning the PERI website, myPERI, or these Conditions of Use, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of PERI’s Intellectual Property Rights.  The AAA will conduct any arbitration under its Commercial Arbitration Rules.  For more information, see www.adr.org or call 1-800-778-7879.  In a dispute involving $25,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. Any in-person hearing will take place in Maryland and will be governed by Maryland law without regard to conflicts.  These Conditions of Use govern to the extent they conflict with the AAA’s Commercial Arbitration Rules. You must file in arbitration any claim or dispute within one year from when it first could be filed. Otherwise, it is permanently barred.

 

PERI Terms and Conditions of Use of peri.com

valid from 2015 April, 23

Preamble

 

PERI GmbH with its headquarters in Germany, 89264 Weißenhorn, Rudolf-Diesel-Straße (hereinafter referred to as “PERI”) provides entrepreneurs and consumers (hereinafter referred to jointly as “Users”) under the domain www.peri.com with a website (herein referred to as “PERI Website”).

 

  1. Scope of application
    1. The “PERI Terms and Conditions of Use peri.com” (hereinafter also referred to as “Terms and Conditions”) supplement the General Terms and Conditions of Business of PERI in the respective version valid when the contract is concluded (hereinafter referred to as “PERI T&Cs”).
      The PERI T&Cs can be downoaded here:  PERI Business Terms (PDF).
      In the event of contradictions between these Terms and Conditions and the PERI T&Cs, these Terms and Conditions will take precedence.
       
    2. These Terms and Conditions are a translation of the original version in German. The wording of these Terms and Conditions is always to be interpreted based on the original German version.
       
    3. These Terms and Conditions apply solely for the use of the domain www.peri.com. Separate terms and conditions of use apply for other websites and domains provided by PERI.
       
    4. Separate terms and conditions apply for the use of apps, web-based applications and of software provided by PERI: PERI terms of usage for apps and web-based applications and terms and conditions for the online portal myPERI (hereinafter referred to jointly as “other PERI terms and conditions of use”). In the event of contradictions between these Terms and Conditions and other PERI terms and conditions of use, the other PERI terms and conditions of use take precedence over these Terms and Conditions.
       
    5. The other business relationships will not be affected by these terms and conditions.
       
    6. By using the PERI Website, the user declares his or her agreement with the validity of these terms and conditions.
       
  2. Protective clause
    Unless another contractual agreement is explicitly reached, solely these Terms and Conditions apply for using the PERI Website. Other regulations, in particular the user’s general terms and conditions of business, do not become a component of the contract, even if PERI does not explicitly contradict them.
     
  3. Services of PERI and granting of the right of use to the PERI Website
    1. On the PERI Website, PERI provides both
      - information on PERI products and projects in the form of illustrations, renderings, drawings and photographic recordings, graphics (hereinafter referred to jointly as “Images”) and texts as well as
      -  software in the form of web-based applications(hereinafter referred to jointly as “Information and Software”) for retrieval or downloading.
       
    2. All Images are momentary snapshots. PERI is not obligated to depict all individual parts and elements of a PERI product in the Images.
       
    3. With the provision of Information and Software, PERI grants the user a non-exclusive and non-transferable right to use the Information and Software as it is agreed, or if nothing is agreed, as it corresponds to the purpose pursued by PERI when making available and providing the PERI Website.
       
  4. Purpose of the PERI Website
    The purpose of the PERI Website is to provide the user with information.
     
  5. Rights of use to the PERI Website
    1. The use of the PERI Website and the Information and Software provided by the PERI Website is subject to these Terms and Conditions, unless other PERI terms and conditions of use take precedence over these terms and conditions.
       
    2. The PERI Website, the information and the software may not be sold, leased or licensed by the user to third parties, or be provided for their use in other ways. Unless otherwise permitted by mandatory legal regulations, the user may not change or reverse engineer or translate the Information and Software, nor may he or she remove parts from them.
       
    3. The information and the software on the PERI Website are protected both by copyright laws and also by international copyright contracts and by other laws and agreements regarding intellectual property. The user will comply with the laws pursuant to the aforementioned clause, in particular shall not remove alphanumerical codes, trademarks and copyright notices from the Information and Software or copies thereof. For the rest, sections 69a et seq. of the Copyright Act (UrhG- Gesetz über Urheberrecht und verwandte Schutzrechte) remain unaffected.
       
    4. Information, brand names and other content may not be copied, reproduced, leased, used, supplemented or otherwise used without prior written consent from PERI.
       
    5. The use of the PERI Website is currently not restricted in regard to time.
       
  6. Obligations of the user
    1. When using the PERI Website, the user may not
      1. breach good morals with his or her usage behaviour;
      2. breach industrial protection and copyrights or other property rights;
      3. communicate content with viruses, so-called Trojan horses or other programming that can harm the Information and Software.
         
    2. The user is obligated to arrange safety precautions and anti-virus software on his/her devices himself/herself.
       
  7. Guarantees
    1. PERI does not give any guarantees or assurances. In particular, PERI does not guarantee that the information provided to the user on the PERI Website is correct.
       
    2. PERI does not provide any guarantee for the PERI Website being available at all times or it being free of technical faults.
       
  8. Hyperlinks
    The PERI website may contain hyperlinks to websites of third parties. PERI does not assume responsibility for the content of the websites of third parties nor does PERI adopt these websites and its content as its own because PERI does not check the linked information and is also not responsible for the content and information provided there. The hyperlinks are used at the user’s own risk.
     
  9. Liability for legal and material defects
    If Information and Software is provided free of charge to the user on the PERI Website, liability on the part of PERI for material and legal defects in the Information and Software, in particular for their correctness, freedom from errors, freedom from protection and copyrights of third parties, completeness and/or usability, is excluded, except in the case of wilful intent or malice.
     
  10. Other liability, viruses
    1. The liability of PERI for material and legal defects is based on the provisions in Clause 9. For the rest, any liability on the part of PERI is excluded, if liability is not mandatory pursuant to the German product liability law (Produkthaftungsgesetz), due to wilful intent, gross negligence, due to injury to life, body or health, due to the assumption of a guarantee for quality, due to fraudulent concealment of a defect or due to the breach of fundamental contractual obligations. The compensation claim for the breach of fundamental contractual obligations, however, is restricted to the predictable damage typical of this type of contract, unless wilful intent or gross negligence exists.
       
    2. Although PERI strives at all times to keep the PERI Website free of viruses, PERI does not guarantee any freedom from viruses. Before downloading Information and Software, the user will arrange appropriate safety equipment and virus scanners for his or her own protection and for the prevention of viruses on the PERI Website.
       
    3. A change in the burden of proof to the disadvantage of the user is not associated with the regulations above in Clauses 10.1 and 10.2.
       
    4. If the liability of PERI is excluded or restricted, the same also applies for the liability of legal representatives, employees or vicarious agents of PERI.
       
  11. Further development / termination
    1. PERI is not obligated to further develop or enhance the PERI Website and the Information and Software provided there to the user.
       
    2. PERI also reserves the right to terminate the provision of the PERI Website at any time and without giving reasons.
       
  12. Data protection
    The regulations regarding data protection can be found in the data protection declaration that can be found at
    http://peri.com/en/terms-of-use.html.
     
  13. Amendment of the Terms and Conditions of Use
    PERI reserves the right to amend these Terms and Conditions of Use at any time. There will be no explicit reference to the amendment of the Terms and Conditions of Use.
     
  14. Choice of law
    The law of the Federal Republic of Germany shall apply exclusively, with preclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
     
  15. Place of jurisdiction
    1. The place of jurisdiction for all disputes arising from the contractual relationship is the headquarters of PERI GmbH, Rudolf-Diesel-Straße, 89264 Weißenhorn, GERMANY. The regulation of the clause above only applies if the user is not a consumer pursuant to Section 13 of the German Civil Code (BGB – Bürgerliches Gesetzbuch).
       
    2. PERI reserves the right to file legal action at the user’s statutory place of jurisdiction.
       
  16. Place of fulfilment
    The place of fulfilment is the headquarters of PERI GmbH, Rudolf-Diesel-Strasse, 89264 Weissenhorn, GERMANY.
     
  17. Contacting PERI
    Please address questions regarding the use of the PERI Website via e-mail to the following e-mail address: info@peri.com.

Purchase Terms and Conditions

A. PERI General Terms and Conditions

  1. Acceptance & Entire Agreement.  PERI Formwork Systems, Inc. (“PERI”) is a material supplier of goods and not a subcontractor of the customer (the “Customer”). This agreement (“Agreement”) constitutes a binding contract for the rental and/or purchase of the materials identified in the accompanying proposal (“Material”) and is subject to the terms and conditions herein when accepted either by PERI’s acknowledgement, commencement of shipment or other performance, or acceptance of payment.  This Agreement (which term includes information on the proposal, these terms and conditions, and any plans, specifications, and other documents to the extent referenced in the proposal or otherwise specified by PERI in writing) shall be the entire and exclusive agreement between the parties hereto unless otherwise agreed to by PERI in writing.  In the event of any conflict or inconsistency between this Agreement and accompanying proposal and any other invoice or other document in connection with this transaction, the provisions of this Agreement shall govern but only to the extent of any such conflict or inconsistency.
  2. Material Exclusions.  The attached proposal setting out the prices for Material only includes the items or materials specifically listed thereon. Any safety or other mechanism that is not already built in to the Material but offered for sale or lease separately by PERI or by third parties is the responsibility of the Customer.  Excluded items or materials will only be shipped upon request subject to availability and to the terms of this Agreement, including paragraph 6.
  3. Payment Terms.  Unless otherwise stated, Customer shall make payment on each invoice within thirty (30) days of the date of the same, except that Customer will be offered any cash and prompt payment discounts offered by PERI.  Should an invoice bear a date prior to the date the Material reflected therein is received by Customer, the time during which any discount for payment is allowed shall not begin to run until the date the Material is received by Customer.   Delinquent accounts are subject to a one and one-half percent (1½%) per month finance charge.  Customer shall be liable for any additional expenses incurred by PERI as a result of collection efforts, including but not limited to attorneys’ fees.  PERI shall, in its sole discretion, suspend shipments of Material hereunder or pursuant to any other agreement between PERI and Customer in the event of Customer’s failure to pay on a timely basis. Payments hereunder are sent to a lockbox or handled by administrative personnel who cannot bind PERI so any notation on a check or payment such as “paid in full”, “final payment” or other language attempting to convey an accord and satisfaction of the debt hereunder shall not be binding on PERI regardless of the negotiation of the check or payment unless a separate agreement or release is executed by authorized PERI personnel.
  4. Quotation Estimates /Additional Material /Change Orders. Unless otherwise expressly provided in writing, the quantities and prices for the Material are estimates and based upon information available at the time of the Agreement.  Actual product layouts and field requirements will dictate the actual quantities of Material shipped and may result in billings that are higher or lower than estimated.  PERI and Customer also may from time to time agree to the sale or lease of additional Material pursuant to this Agreement.  The parties shall endeavor to memorialize the same in writing via a change order; however, the parties agree that where additional Material is requested by Customer and PERI provides the same accordingly, Customer’s acceptance of the delivery of additional Material is sufficient to bind Customer to pay invoices for the same in the absence of a formal change order, and unless otherwise agreed in writing, the cost of such additional Material shall be based on the list value of the Material delivered, multiplied by the applicable rental rates, purchase discounts/or pricing model, as set forth in this Agreement and accompanying proposal for the project.
  5. Freight.  Unless otherwise agreed in writing, freight is F.O.B. PERI’s Warehouse or applicable shipping point and Customer is liable for the costs of all freight.  PERI may assist in the procurement of trucking for the delivery or return of the Material but will invoice Customer accordingly for all costs. PERI shall not be liable for loss or damage occurring in transit after the carrier takes possession of the Material for shipment. Claims for shortages or damages to shipments thereafter shall be made against carrier by Customer. Shipping dates are estimated.  Under no circumstance will PERI be liable for any loss, damage or other inconvenience of any kind whatsoever, monetary or otherwise, resulting from the lack of performance of a third party shipper or common carrier, including but not limited to damage or loss resulting from loading or unloading the Material from the truck at the jobsite or damage during delivery.  All common carriers are agents of Customer. 
  6. Lead Time. PERI requires two week’s lead-time from the date of the full execution of this Agreement and receipt of all necessary information to commence drawing services (if applicable) and Customer’s prompt approval of any PERI drawings before delivery of any Material. If any Material has to be obtained from a PERI yard/location outside of a project region, the lead time may increase to three weeks. For any Material that has to be obtained from outside of the continental United States, the lead time shall be subject to availability and receipt of the Material by PERI.   The lead time for Preassembled Material and Custom Material (as defined herein) will be separately negotiated and agreed upon by PERI in writing.
  7. Delivery of Material.  Material will be shipped in a good working condition.  A delivery ticket identifying the description and quantity of the Material will accompany each shipment.  A Customer representative must sign each delivery ticket; but a failure to sign a delivery ticket shall not excuse Customer’s obligations to pay for Material delivered unless Customer provides a notice to PERI in writing objecting to any non-conforming Material or to the quantity or quality of the Material delivered within forty eight (48) hours of the delivery and arrangements are made for the return of any rejected or non-conforming Material. Customer’s failure to provide written notice shall constitute a waiver of any and all claims, directly or indirectly, related to the delivery of non-conforming or rejected Material and it shall be conclusively presumed that Customer has fully inspected the Material, the Customer deems the Material satisfactory and acceptable in all respects, and the Material is in good condition and conforming in quantity, quality and description to this Agreement.
  8. Delivery Dates.  Unless otherwise agreed in writing, any delivery date(s) offered are estimated delivery date(s), which will be subject to acceptance by Customer. PERI shall not be liable for any loss or damage from delay in delivery of any Material or any technical assistance, site service or drawing service as a result of causes of any kind beyond the reasonable control of PERI, such as, but not limited to, strikes or other labor difficulties, war, riots, changes in laws and regulations and other acts of governmental authorities, including customs, inclement weather, fire, flood, unavoidable casualties, delays in transportation of Material, or inability to obtain timely delivery of material from suppliers.  In event of any such delay, PERI will notify the Customer within a reasonable time, and it is agreed that the time for delivery shall be extended for a period of time at least equal to the time lost by reason of the delay.  Any claims by the Customer for loss due to delay in delivery shall be waived unless made in writing and delivered to PERI within five (5) days after delivery. An unexcused delay in delivery shall not give rise to cancellation by Customer until thirty (30) days after written notice of such intention to cancel shall have been actually received by PERI, and Customer shall be obligated to accept any Material shipped or delivered or drawings completed by PERI during such period and pay for the same.  Any claims by the Customer for loss due to delay in delivery, including delivery of Materials, technical assistance/site service or drawings by PERI, shall be waived unless made in writing and delivered to PERI within five (5) days of occurrence of such delay.
  9. Risk of loss. All risk of loss or damage to the Material shall pass to the Customer when the carrier takes possession of the Material. All risk of loss, including damage, theft, or destruction, to each item of Material shall be borne by the Customer. No such loss, damage, theft, or destruction of the Material, in whole or in part, shall impair the obligations of Customer under this Agreement, which shall continue in full force and effect. Customer shall be subrogated to PERI’s rights with respect to any insurance policies or claims for reimbursement by others with respect to such loss, damage, theft, or destruction.
  10. Application and Place of Payments.  All payments, if applicable, made on account of this Agreement shall be applied first to the payment of any late charge and fees, including, without limitation, attorney’s fees, then due hereunder, second to the payment of accrued and unpaid interest then due hereunder, and the remainder, if any, shall be applied to the unpaid invoices due in the inverse order of maturities. Notwithstanding any provision contained herein to the contrary, any portion of a permitted partial prepayment applied to the unpaid principal balance shall be applied first to the outstanding principal balance due and owing at maturity and thereafter to the principal payments due in the inverse order of maturities.  All payments on account of this Agreement shall be paid in lawful money of the United States of America in immediately available funds.
  11. Credit Check.  Any accompanying proposal and this Agreement, regardless of execution by Customer, are subject to a credit approval and execution by PERI.  Shipment of Material may require additional security, including a deposit, copies of any payment bonds on the applicable project and/or a personal guaranty at the request of PERI.
  12. General Indemnity.  Customer agrees to indemnify and hold PERI harmless from any claim, liability or obligation (including the costs and attorneys’ fees of any suit or claims related thereto) arising out of, connected with or resulting from the use of the Material, including any Preassembled Material (as defined in paragraph 14 below), including but not limited to, any claims arising from:  (a) the failure to follow or deviation by Customer or its contractors, agents or subcontractors or any property owners from any manufacturer’s instructions/manuals; (b) the failure of Customer or its contractors, agents or subcontractors or any property owners to maintain or any improper handling, use or operation of the Material; (c) the negligent use of the Material with equipment, chemicals or material not furnished by PERI or otherwise expressly approved in writing by PERI in advance of that use; or (d) any negligence of Customer or any of its contractors, agents or subcontractors or any property owners to follow any applicable laws, rules, regulations, codes and standards relating to the use of the Material and/or the operation or maintenance of the same. Customer hereby specifically agrees that the provisions of this clause take precedence and priority over any other indemnification or hold harmless provisions that may be a part of any other document issued or forming a part of this transaction. In the event such provisions are contained in any such other documents, the within clause shall be paramount and supplant such other provisions, and render such other provisions null and void regardless of the date when such other documents were issued, signed, acknowledged, or accepted. PERI shall have no duty to object or reject the indemnification or hold harmless provisions in any such document, the same being rendered null and void by this clause.
  13. Assembly Drawings/Manuals.  PERI manuals are available upon request.  To the extent set forth in the accompanying proposal, necessary layout drawings and/or assembly drawings for the application of the Material, including, if requested, drawings generated by AutoCAD.  Revisions to accommodate changes to structural/architectural drawings and/or construction sequence will be invoiced at the rate of [One Hundred Dollars ($100.00)] per hour.  Unless noted otherwise, layout drawings will be based on ACI-347 design standards.  Manuals and drawings furnished by PERI are provided to conceptually illustrate the assembly of PERI Material only. Manuals and drawings are neither intended to be fully directive nor cover engineering details for PERI’s Material or materials not furnished by PERI.  Drawing service does not include reshoring/backshoring calculations and/or drawings, which are Customer’s sole responsibility.  All PERI-supplied drawings are based upon information provided by Customer and/or others and it is Customer’s responsibility to use PERI’s Material in accordance with safe engineering and construction practices and applicable law.  PERI provides its Material to sophisticated end users and it does not control assembly or procedures at the project site, or the grade or quality of materials or equipment supplied by third parties and, therefore, it is Customer’s responsibility to integrate PERI’s drawings into composite drawings suitably complete for construction purposes. Customer shall review the drawings supplied by PERI for any discrepancies or non-conformities, and in the event of any discrepancies or non-conformities, Customer must notify PERI within [3 working days] after the submission of the drawings by PERI. Customer’s failure to provide timely written notice shall constitute a waiver of any and all claims, directly or indirectly, related to the delivery of drawings with discrepancies or non-conformities and it shall be conclusively presumed that Customer has fully inspected the drawings, the Customer deems the drawings satisfactory and acceptable in all respects, and the drawings conform in all material respects to this Agreement.  PERI is not liable for any changes by others made to or deviations from any drawings supplied hereunder.
  14. Preassembled Material.  Only to the extend set forth in the accompanying proposal will PERI provide preassembly of those Custom or other specified materials identified in the proposal (“Preassembled Material”). The preassembly shall be done at PERI’s warehouse pursuant to PERI’s standard assembly instructions applicable to the Preassembled Material. To the extent that the Preassembled Material is based, in whole or part, upon drawings, specifications or instructions provided by Customer or others or to the extent that the Preassembled Material includes components not supplied by PERI, PERI shall not be liable in any manner for any damages, delays or claims arising from discrepancies, errors or omissions in the drawings, specifications or instructions or any product deficiencies of the components. PERI further shall not be liable for any damage to the Preassembled Material once the carrier takes possession of the Preassembled Material pursuant to paragraphs 5 and 7.   Unless otherwise agreed to in writing, the rental period for Preassembled Material shall start on the delivery date agreed upon by the parties, regardless of whether Customer is prepared to take or accept delivery of the Preassembled Material on that date. Notwithstanding any delivery dates stated in this Agreement or the attached proposal with respect to Material, any delivery dates for Preassembled Material must be expressly agreed upon by PERI.  Any such agreed upon delivery date is expressly contingent upon PERI obtaining all requisite information from the Customer necessary for the design and/or assembly of the Preassembled Material.  Except as expressly modified hereby, the remaining terms and conditions of this Agreement shall apply to Preassembled Material.
  15. P.E. Drawings.  PERI’s drawings do not include review and/or stamped drawings and/or calculations by a Professional Engineer. PERI can recommend an independent third party Professional Engineer that is familiar with PERI’s formwork and shoring systems. Even if PERI arranges for the service on behalf of Customer and/or passes through Customer’s payment to that Professional Engineer, absent a written contract between PERI and that Professional Engineer, under no circumstance is that Professional Engineer considered to be a subcontractor or agent of PERI and PERI has no liability for that Professional Engineer’s service. Where PERI has provided Customer with engineering data, drawings or specifications stamped by a Professional Engineer (“Engineering Drawings”) it contracted in connection with the use of the Material, the following conditions shall apply:  (a) Customer agrees to indemnify and hold PERI harmless against and from any liability or claim for damages or injuries sustained by reason of deviation in whole or in part from such Engineering Drawings even though such deviation may have been based on any verbal or mechanical representation or other statement by PERI personnel; and (b) all Engineering Drawings shall remain the sole property of PERI, and the Customer acknowledges and agrees that any such information contained therein shall not be disclosed to any third parties without the prior written consent of PERI.  PERI shall not be responsible for any claim or demand with respect to any data, drawings or specifications that are not marked or stamped by a Professional Engineer contracted by PERI. 
  16. Technical Assistance/Site Service. Only to the extent set forth in the accompanying proposal, PERI will provide technical assistance/site service for a period of up to two (2) days (up to eight (8) hours each day and not including holidays or weekends) to answer questions related to the standard assembly/application of Material supplied hereunder. This service is not designed to be full time or continuous. Technical assistance/site service is designed to answer questions and provide assistance for PERI’s Material and drawings with the understanding by all parties that the Material and drawings are provided to sophisticated end users with the knowledge, training, and expertise in the applicable standards, regulations, laws and usage of the Material.  Any additional days or parts thereof of requested technical assistance/site service shall be billed at the rate of $100 per hour, plus travel, food and lodging costs. Technical assistance/site service does not include pre-pour inspection of Material as applicable to concrete forming.
  17. Cancellation.  An order once placed with and accepted by PERI can be canceled only with PERI’s written consent and upon terms that will indemnify PERI against loss, including, but not limited to, any obligation of PERI whatsoever to any third party with respect to the Material or services on the order affected by such cancellation.
  18. Taxes.  Pricing does not include any sales or use taxes.  Any tax, assessment or charge upon PERI’s production, sale or shipment of Material, imposed by Federal, State, Municipal or other Governmental authority and any increase in costs resulting from any Governmental laws or regulations affecting the subject matter of any sale, raw material or labor involved therein, and other costs of PERI, shall be added to the rental or purchase price and paid by Customer.  In lieu of payment of any tax, you shall provide PERI prior to shipment with a certificate in form acceptable to the taxing authorities exempting you from the payment of such tax. 
  19. Waiver of Trial by Jury.  The Customer hereby waives trial by jury in any action or proceeding to which Customer and PERI may be parties, arising out of or in any way pertaining to this Agreement.  This waiver is knowingly, willingly and voluntarily made by the Customer, and the Customer hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. 
  20. Security Interest /Collection of Payment. Customer grants PERI a first priority security interest in and assignment of all receivables or accounts owing to Customer by any contractor, owner of the property where the Material is located or used in construction, bonding company or insurer of Customer as security for all of your obligations and liabilities to PERI and authorizes PERI to execute, if necessary, and file any financing statements or notices to perfect PERI’s security interests hereunder.  Upon the Default by the Customer, PERI shall be entitled to and shall have the rights and remedies of a secured party under the Uniform Commercial Code.   
  21. Governing Law & Venue. The contract resulting from the acceptance of this order shall be interpreted under and shall be governed by the laws of the state of Maryland without regard to the conflict of law principles thereof.  Any dispute between the parties arising under this Agreement that is not settled will be litigated in the federal or state courts of the State of Maryland.
  22. Assignment. Customer may not assign this Agreement       absent the express, written consent of PERI.
  23. Damages. Notwithstanding any other provision of the Agreement to the contrary, (a) PERI's aggregate responsibility and liability, whether arising out of contract or tort, including negligence and strict liability, under this Agreement, including, but not limited to, all claims for breach, failure of performance or delay in performance by PERI or performance or non-performance of the Material or services shall not exceed the contract price for the Material, and (b) in no event shall PERI be liable in contract or in tort, including negligence and strict liability, for any special, punitive, indirect, incidental or consequential damages of any kind or character, including, but not limited to, loss of use of facilities or equipment,  loss of revenues or profits or loss under purchases or contracts made in reliance on the performance or non-performance of the Material or services provided hereunder, whether suffered by Customer or any third party, or for any loss or damage arising out of the sole or contributory negligence of the Customer, its employees or agents or any third party.
  24. Custom Material. If Custom Material (defined as any materials, equipment or systems that are not standard to PERI’s stocked materials offered for sale or lease or listed in PERI’s published product list, but are manufactured, designed and/or ordered by PERI from a third-party or affiliate particularly for Customer) are leased or purchased hereunder, any changes or additions to Custom Material resulting from further information gathered from any source, including Customer, the contractor or the project drawings may result in additional costs and will be paid for by the Customer.  Any request for Technical Assistance/Site Service related to the Custom Material shall be billed out at an hourly rate of $100, plus travel, food and lodging costs.  As with all Material, unless otherwise provided in writing, Custom Material will be delivered unassembled and must be assembled by Customer.  A deposit of 30% must be paid toward Custom Material upon the execution of this Agreement.  The delivery date(s) for Custom Material must be expressly agreed upon in writing by PERI. Except as expressly modified hereby, the remaining terms and conditions of this Agreement shall apply to Custom Material.
  25. Exclusive Remedy. In the event Material is not shipped in good working condition or is otherwise non-conforming to the Agreement in quantity or description, upon receipt of timely notice as provided in paragraph 7 hereunder, PERI shall repair, replace or furnish, as appropriate, such non-conforming Material within a reasonable time after notice. In the event services provided hereunder, including any drawing services, site services or technical assistance, are non-conforming or otherwise defective, Customer shall notify PERI of the same within twenty four (24) hours setting forth the specific problem.  PERI shall correct such non-conforming or defective service within a reasonable time. The repair and/or replacement of Material or services, as applicable, is the sole exclusive remedy to Customer and the sole liability of PERI regardless of theory, including warranty, contract or negligence.  Notwithstanding the foregoing, PERI will not repair or replace and Customer shall remain liable hereunder for any Material that is:

        (a)   Not maintained by Customer in accordance with PERI’s applicable instructions/manuals and industry standards;

        (b)   Has been modified from its original condition following     delivery;

        (c)   Damaged by use of unsuitable components, parts,        chemicals, or other materials not supplied by PERI with the   

        Material, or negligent use or faulty operation of the  

        Material by Customer; or

(d)   Any damages caused by errors on the part of the Customer in not providing suitable premises in that the Material is to be stored or adequate protections against influences within or outside the premises that may affect the Material or its operation. 

Back charges will not be accepted by PERI attendant with any defects in Material or services unless PERI has agreed to such charges in writing.

  1. Default. If Customer fails to pay any amount herein provided within ten (10) days after the same is due and payable or if Customer fails to observe, keep or perform any other provision of this Agreement required of it, and if Customer fails to remedy, cure or remove such failure in payment or such other failure in observing keeping or performing the provisions of this Agreement within ten (10) days after receipt of written notice from PERI thereof, PERI shall have the right to exercise any one or more of the following remedies: (a) to declare the entire amount immediately due and payable as to any and all Material or any service provided hereunder, without further notice or demand to Customer; (b) to sue for and recover all amounts then accrued or thereafter accruing and other amounts due hereunder; (c) to take possession of any or all items of Material, without any notice, court order or other process of law.  Customer hereby waives any and all damages occasioned by such taking.  Any said taking or possession shall not constitute a termination as to any or all items or Material unless PERI expressly so notifies Customer in writing; (d) to terminate this Agreement as to any or all items of Material or any other lease or agreement by and between the parties for any other Material or services; and/or (e) to pursue any other remedy at law or equity.  Notwithstanding any said remedy exercised hereunder, Customer shall be and remain liable for the full performance of all obligations on the part of Customer under this Agreement.
  2. Material/Services Warranty.  PERI does not warrant any Material manufactured by others, for which Customer is entitled to the warranty provided by the applicable manufacturers.  With respect to Materials manufactured by PERI, PERI warrants to the Customer that the Material purchased from PERI is free from defects in material and workmanship for a period of twelve (12) months from the date of delivery of the Material provided that:

(a)   the Material is used and maintained by Customer in accordance with PERI’s applicable instructions/manuals and/or industry standards;

        (b)   the Material has not been modified from its original condition;

(c)   Customer gives prompt written notice to PERI before the end of the warranty period specifying all alleged defects in the Material purchased; and

        (d)   Customer preserves and turns over to PERI or permits reasonable inspection by PERI of all allegedly defective Material, parts or items.

This warranty shall not cover (i) any defects arising from corrosion, abrasion, use of components, parts, chemicals, or other materials not supplied by PERI with the Material, or negligent use or faulty operation of the Material by Customer, (ii) ordinary wear and tear, or (iii) any defects caused by errors on the part of the Customer in not providing suitable premises in which the Material is to be stored or adequate protections against influences within or outside the premises that may affect the Material or its operation. 

UNLESS OTHERWISE EXPRESSLY STATED IN ANY DOCUMENT ATTACHED TO THESE GENERAL TERMS AND CONDITIONS, THIS WARRANTY OF MATERIAL AND WORKMANSHIP IS THE ONLY WARRANTY MADE BY PERI AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND PERI DISCLAIMS ON BEHALF OF ITSELF, ITS VENDORS AND SUPPLIERS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE (OTHER THAN THE PURPOSE STATED IN THE CUSTOMER'S SPECIFICATIONS SET FORTH IN THE AGREEMENT), SUITABILITY OR PERFORMANCE. 

        PERI's obligation under this warranty and any other warranty or guarantee that is part of the Agreement is strictly and exclusively limited to furnishing repairs or replacements for Material or parts determined to be defective on inspection by an authorized representative of PERI.  PERI assumes no responsibility and shall have no liability for any repairs or replacements by Customer without PERI's prior written authorization.

If the Customer discovers a defect in the Material, Customer shall advise PERI as soon as possible after a problem is detected by telephone, followed by written confirmation, fax or e-mail, giving detailed information of the alleged defect and the reason that it is considered PERI's responsibility. PERI and Customer will then mutually agree to a reasonable response time.  PERI will have access to any job site to inspect and review with the Customer any alleged defect when PERI believes such a visit is necessary.  Back charges will not be accepted by PERI attendant with any defects in Material unless PERI has agreed to such charges in writing.

  1. Security Interest on Purchases/Collection of Payment.  Customer grants PERI a security interest in all Material purchased hereunder, wherever located, whether now owned or hereafter acquired to secure the purchase price of the Material and also secure any other obligations of Customer to PERI related to this Agreement or any other agreement between the parties, as permitted by applicable law.  The foregoing security interest shall secure all of the Customer’s present and future debts, obligations and liabilities to PERI, however arising, whether matured or unmatured, direct or contingent, voluntary or involuntary, and including any extensions of renewals thereof, plus all costs, expenses, advances and liabilities that may be made or incurred by PERI in the administration and collection of such obligations.   Customer agrees that PERI will execute, if necessary, and file any financing statements to perfect PERI’s security interests hereunder.  Upon the Default by the Customer, PERI shall be entitled to and shall have the rights and remedies of a secured party under the Uniform Commercial Code.