Terms of service

Edition Date: June 2023

1. TERM. These Terms and Conditions apply to and are effective upon CUSTOMER’s purchase and/or use of all Innovative Reel Technology (“IRT”) products manufactured and/or sold by Innovative Reel TEchnologies, Ltd. (“IRT”). It shall remain in full force and effect until otherwise modified or terminated, in writing, by IRT
2. WARRANTY AND WARRANTY PERIOD. IRT warrants to CUSTOMER that its IRT will not contain defects in materials or workmanship for a period of one (1) year following delivery to CUSTOMER, as more fully set forth in IRT’s warranty located at https://IRTIRT.com/pages/warranty.

The IRT warranty is the sole and exclusive warranty available to CUSTOMER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED. THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS DESCRIBED IN THE UNIFORM COMMERCIAL CODE, ARE EXCLUDED.

1. LIMITATION OF REMEDIES. In the event of any claim by or through CUSTOMER (whether by the end-user or otherwise) that IRT Products adequate in any way, the available remedy is limited solely to replacement of the Clamp(s) or a refund of the purchase price upon return. IN NO EVENT WILL IRT BE RESPONSIBLE OR LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND.
2. APPLICATION AND USE DISCLAIMER. CUSTOMER is solely responsible to determine whether or not IRT Product is appropriate and meets design requirements for any application. In the absence of an express and written approval of a specific application by

IRT upon review of design drawings and specifications for the application, IRT can have no liability or responsibility for the decision of CUSTOMER or others to use Clamp in any particular application. Accordingly, in the event of any claim for bodily injury, property damage or any kind of construction deficiency against IRT, arising out of a claimed improper application or use of Clamp purchased by CUSTOMER, CUSTOMER agrees to defend, indemnify and hold IRT harmless from any and all such claims. In order to give this clause effect, CUSTOMER shall provide a defense to IRT, at the expense of CUSTOMER, in any litigation involving, in whole or in part, a claim that Clamp sold to CUSTOMER was used in an improper application. In the event IRT is required to retain its own counsel to defend any such claim or to enforce these indemnity obligations, CUSTOMER shall be responsible to reimburse IRT for all reasonable counsel fees incurred. It is the intention of the parties that IRT can suffer no financial loss, expense or liability arising out of any and all claims asserting the improper use, installation or application of the Clamp, unless that application was expressly approved by IRT in writing.

1. INTELLECTUAL PROPERTY. CUSTOMER agrees that it has no right, title or interest in the design, trademarks or other intellectual property of IRT associated with IRT. CUSTOMER may market IRT only using IRT’s name “IRT Reels” or “Innovative Reel Technology”. CUSTOMER understands and acknowledges that IRT claims complete ownership of its intellectual property. No license or other rights are granted or implied by this Agreement. Further, CUSTOMER agrees to promptly disclose to IRT any and all inventions, techniques, know-how or other improvements to IRT developed or conceived by CUSTOMER, which inventions, techniques, know-how and/or improvements will be the property of IRT.
2. DELIVERY. Unless agreed-upon otherwise in writing, delivery is FOB IRT’s facility in Pine Grove, Pennsylvania. In that event, title and risk of loss transfers to

CUSTOMER upon delivery of the goods to the carrier selected or container provided by CUSTOMER.

1. OTHER AGREEMENTS. This Terms of Use Agreement shall supplement and be incorporated into CUSTOMER’s written order and/or any other written or electronic agreements between the parties, together with applicable law. In the event of any inconsistency or conflict between this Terms of Use Agreement and the terms of the approved order or other written agreement, the latter document will govern. Otherwise, the terms of both documents shall be read together and given full force and effect.
2. GOVERNING LAW. These Terms of Use will be governed by the laws of the Commonwealth of Pennsylvania.
3. COUNSEL FEES. CUSTOMER will indemnify and/or reimburse IRT for all reasonable counsel fees and costs incurred by IRT in any dispute arising out of the IRT sold to CUSTOMER, provided IRT is the prevailing party in the litigation.
4. VENUE. The parties agree that the Court of Common Pleas of Lebanon County, Pennsylvania, will be the exclusive forum for resolution of any disputes between the parties.
5. WAIVER. The failure of IRT to require performance of any provision of these Terms and Conditions, at any time, shall in no way affect its right to enforce any provisions of these Terms and Conditions at a later time. No waiver(s) by IRT of any breach of these Terms of Use shall be deemed to be a waiver of any other breach of this Agreement.
6. SEVERABILITY. If any portion of these Terms of Use should be deemed by any court of competent jurisdiction to be void, voidable or unenforceable, the remaining provisions shall continue in full force and effect.