Terms of Service

OVERVIEW

This website is operated by Valiant Products Corporation. Throughout the site, the terms "Valiant", "we", "us" and "our" refer to Valiant Products Corporation. Valiant offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our "Service" and agree to be bound by the following terms and conditions ("Terms of Service", "Terms"), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

ONLINE STORE TERMS

By agreeing to these Terms of Service, you certify that you are of legal age to form a binding contract with Valiant, and you have the authority to enter into the terms of use personally or on behalf of the company you have named as the customer, and to bind that company to the terms of service. The term "You" refers to the individual or legal entity, as applicable, identified as the customer when you registered on the website. You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of your Services.

GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

Prices and availability of products and services are subject to change without notice. Errors will be corrected where discovered, and Valiant reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions including after an order has been submitted and whether or not the order has been confirmed and payment has been made. If payment has already been made for the purchase and your order is cancelled, Valiant will issue a credit to your payment account in the amount of the charge. Individual bank policies will dictate when this amount is credited to your account.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

The Valiant website attempts to display product images shown on the site as accurately as possible. However, we cannot guarantee that the display you see matches the product, as the display of the product depends, in part, upon third party information.

MODIFICATIONS TO THE SERVICE AND PRICES

Prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

PRODUCTS OR SERVICES (if applicable)

Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.

We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per business/household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools "as is" and "as available" without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

THIRD-PARTY LINKS

Certain content, products and services available via our Service may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

PERSONAL INFORMATION

Your submission of personal information through the store is governed by our Privacy Policy. Click here to view our Privacy Policy.

ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times, color accuracy, image accuracy, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure, error-free or free from viruses or other harmful components. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. In no case shall Valiant, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation, lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of the service, or for any other claim related in any way to your use of the service, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. No oral advice or written information given by Valiant or its Associates shall create a warranty. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Valiant and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Valiant Materials.

SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Denver, CO, United States.

CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at customerservice@valiantproducts.com.

Orders Voidable

All orders for products placed on this website (“Orders”) are binding on Purchaser upon Purchaser submitting their order on this website. Valiant’s acceptance of Orders may depend on product availability, Purchaser’s credit as evaluated by Valiant in its sole discretion, and other factors. In its sole discretion, Valiant may void any Order before or after acceptance based upon product availability, Purchaser's credit, changes in Purchaser’s credit or ability to make payment as evaluated by Valiant, and other factors.

Credit Card Payments

Purchaser certifies that all credit card information provided is true and correct. Purchaser further certifies that Purchaser is Cardholder for the credit card used for this purchase. The “Bill To” and “Ship To” names, locations and addresses on the Order may or may not match the Cardholder Name or Credit Card Billing Address, and Purchaser authorizes this credit card charge regardless of the matching of any of those names, locations or addresses. Most products on this website are made-to-order and carry customary lead times which may vary. Cardholder understands those lead times and authorizes this credit card charge to be made immediately upon the date of this authorization, regardless of the shipping date of the products on the Order. Cardholder retains their rights to dispute an authorized credit card charge for products not received, or receipt of products that do not conform to the Order only. Cardholder agrees to inspect all delivered products carefully and notify Valiant of any non-conformance within two business days of delivery of products. Otherwise, two business days after receipt of the products, Purchaser agrees to consider Valiant’s obligations fulfilled, and further agrees not to dispute this authorized credit card charge for any reason. Return of any products delivered in error may be required by Valiant.

Limited Warranty and Disclaimer

Most products on this website carry a warranty from the manufacturer. Purchaser may request the manufacturer’s warranty information on specific products. Valiant makes no other warranties, express or implied. Valiant does not augment or supplement the manufacturer's warranty or make a separate warranty concerning products ordered on this website. In the event of a warranty claim, Valiant, at its sole option, may assist Purchaser by submitting a claim on behalf of Purchaser. Purchaser agrees that Valiant shall have no responsibility for other manufacturers' warranties or lack thereof.

VALIANT MAKES NO IMPLIED WARRANTIES, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VALIANT SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES.

Variations

VALIANT SHALL NOT BE RESPONSIBLE FOR COLOR OR PATTERN VARIATIONS DUE TO DYE LOT DISCREPANCIES FROM THE MANUFACTURER. THERE IS NO GUARANTEE OF COLOR DYE LOT MATCH OR PATTERN AVAILABILITY ON REORDERS.

Accuracy of Colors Shown

The product colors shown may vary from the actual product colors due to limitations of the internet, differences in computer monitors, and other reasons. Purchaser should not rely on the colors shown to make a color decision, nor should Purchaser rely on a verbal description from Valiant personnel to make a color decision. It is up to the Purchaser to request a color swatch before ordering products if Purchaser needs to view the product colors accurately. Valiant is not responsible for the accuracy of colors shown.

Product Discontinuations and Accuracy of Pricing

Products are sometimes discontinued by the manufacturer without advance notice, and product costs are sometimes changed by the manufacturer without advance notice. Valiant makes efforts to keep the information shown in the online store up-to-date and accurate. If a product is found to be discontinued by the manufacturer during Valiant’s order fulfillment process, Valiant will contact Purchaser promptly to inform them of the discontinuation and provide options for substitute products when possible. Valiant will void the original order when necessary. If a manufacturer price change is discovered during Valiant’s order fulfillment process, Valiant will contact Purchaser promptly to inform them of the price change and provide alternate products as applicable. Purchaser will be given the opportunity to agree to the price change, switch products, or cancel the order without penalty. Valiant has no other responsibilities with regard to product discontinuations or price changes by the manufacturer.

Governmental Impositions

Fees outside of the control of Valiant and applicable to the products ordered on this website may be imposed by the Government. These fees may include but are not limited to tariffs, taxes, sales taxes, trade fees, CARE program fees, MRC fees, recycling/environmental fees or other governmental impositions, which may be imposed with little or no advance notice. If such fees are imposed by the Government, Valiant may invoice Purchaser for the fees in addition to the price of the products ordered. Purchaser agrees to pay the applicable fees invoiced by Valiant in accordance with these Terms and Conditions of Sale.

Order Cancellation Policy

Purchaser may not cancel or change any Order without the written approval of Valiant, which may be withheld in Valiant's sole discretion. Purchaser shall pay all costs incurred by Valiant in connection with any approved request for cancellation or change, or in the event of Purchaser’s repudiation of any Order. Orders for custom, made-to-order, or special-order merchandise of any kind cannot be canceled.

Return Policy – Defective Products

If a product is found to be defective upon Purchaser’s receipt of product, Purchaser must notify Valiant Customer Service at 1-800-247-2727 within 2 business days of Purchaser’s receipt of product. Valiant will provide instructions and a written Return Authorization for return of the product or appropriate product sample for evaluation of the defect. If product is found to be defective by the manufacturer, Valiant will issue an appropriate credit for the value of the defective product after all defective product has been returned, or implement an alternative resolution agreed to by both Purchaser and Valiant. If product is not found to be defective by Manufacturer, no credit or refund will be issued to Purchaser, and the returned product will be returned to Purchaser at Purchaser’s request and upon Purchaser’s payment of applicable shipping costs to Valiant in advance of the return shipment. If Purchaser returns product to Valiant or the manufacturer without prior written Return Authorization from Valiant, whether the product is defective or not, no credit or refund will be issued to Purchaser.

Return Policy – All Other Products

Written Return Authorization from Valiant is required in advance of returning any product. If Purchaser returns product to Valiant or the manufacturer without prior written Return Authorization from Valiant, whether the product is defective or not, no credit or refund will be issued to Purchaser. All returns are subject to a restocking fee. The restocking fee may range from 20% to 50% as required by the manufacturer and/or by Valiant. Purchaser is responsible for return shipping costs. If the return is authorized by Valiant, and Purchaser returns the product in new condition and in factory-sealed packaging to Valiant or manufacturer as per Valiant’s written Return Authorization, credit will be issued to Purchaser for the returned product, not including shipping costs billed on original shipment to customer, less the restocking fee. This credit amount may be used towards future Valiant purchases only. No cash refunds will be made, and no credits to Purchaser’s credit card will be made. If returned product received by Valiant is not in new condition and in factory-sealed packaging, or has been misrepresented by Purchaser, no credit or refund will be issued to Purchaser, and the returned product will be returned to Purchaser at Purchaser’s request and upon Purchaser’s payment of applicable shipping costs to Valiant in advance of the return shipment.

Sales Tax

Valiant may be required to collect sales taxes in various States, Cities, Counties and/or other taxing jurisdictions based on requirements of the taxing authority. Purchaser authorizes Valiant to collect the applicable sales taxes on each Order, or to collect no sales taxes in the cases where Valiant is not required to collect sales taxes. Furthermore, Purchaser will owe to Valiant and/or the taxing authority, as directed by Valiant or the taxing authority, any applicable sales taxes or use taxes not collected by Valiant that are later found via audit or review required to be collected by Valiant. Amounts of this nature are due to Valiant within 30 days of notice by Valiant, and are subject to applicable collection charges, interest charges and legal fees if not paid by the due date. Purchaser shall indemnify and hold Valiant harmless against all costs and liability, including legal, attorney and accounting fees, for all state and local sales and use tax applicable to Purchaser's purchases from Valiant to the extent such taxes are not collected by Valiant from Purchaser.

Special Orders

Purchaser agrees that Orders placed on this website are subject to the following: (1) There shall be no replacements, credits, or adjustments for delivered merchandise with visible defects once the merchandise has been cut, used or installed; (2) Valiant shall not be responsible for verifying quantities ordered by Purchaser; (3) Custom manufactured merchandise may be subject to up to a 10% overrun. Purchaser agrees to pay for any such overrun.

Freight Claims and Receiving Shipments

Purchaser, and not Valiant, is responsible to assist freight carriers as necessary to unload merchandise onto the ground next to the delivery truck. Purchaser is responsible to provide forklift or other equipment if necessary to unload the merchandise from the truck. Purchaser is responsible for moving the merchandise indoors. Purchaser agrees to pay, in addition to the prices and fees shown on the order, all fees for any additional delivery services Purchaser requests the freight carrier to perform. Valiant shall not be liable for payment of freight claims made by Purchaser, but may file freight claims with the freight carrier on behalf of Purchaser only if: (i) all shortages and visible damage are noted on the delivery receipt signed by Purchaser while driver is present; (ii) those shortages and damages are reported to Valiant immediately; and (iii) any concealed damage is reported to Valiant within two (2) business days after delivery, and all cartons and packing materials are kept on site for inspection by the carrier. Concealed damage claims can only be filed for one-third (1/3) of the value of the merchandise.

Compliance, etc

Unless otherwise specified, products on this website are NOT specially manufactured to be fire retardant. IT IS THE PURCHASER'S RESPONSIBILITY TO DETERMINE WHEN FIRE RETARDANT PRODUCTS ARE REQUIRED UNDER LOCAL LAW. Valiant may have fire retardant products available for sale, although at higher prices. Purchaser, and not Valiant, shall be responsible for assuring that all products and services purchased from Valiant are in full compliance with applicable building and fire codes, statutes and ordinances, the Americans With Disabilities Act, and all other applicable laws and the requirements of any franchisor or franchise agreement to which Purchaser is subject (“Applicable Laws and Requirements”). Purchaser shall indemnify and hold Valiant harmless against any loss or damage, including legal and attorney fees (whether or not legal action is commenced), as a result of Purchaser's failure to comply with Applicable Laws and Requirements.

Binding Arbitration

Purchaser agrees that any claim or dispute arising out of or in relation to Orders, or any other controversy between the parties (except claims asserted by Valiant for payment for goods delivered or services performed) shall be fully and finally resolved by binding arbitration conducted under Colorado law, shall be held in Denver, Colorado, and shall be conducted in accordance with the then-most current rules of the American Arbitration Association before a retired Colorado District Court judge, or a retired federal judge of the United States District Court for the District of Colorado. The prevailing party in such arbitration shall be awarded the full cost of its reasonable legal and attorney fees and cost of the arbitration. If Valiant elects to sue for payment for goods delivered or service performed and counterclaims or claims of set off are asserted, those claims shall be arbitrated pursuant to the terms of this paragraph after the completion of the litigation commenced by Valiant. Any questions of fact resolved by litigation commenced by Valiant will be conclusive upon the same factual issues in any subsequent arbitration.

Collection, Carrying Charges and Security Agreement

If payment is not made when due, Purchaser agrees to pay interest on the unpaid balance of Purchaser's account at the rate of 1.5% per month from the date of the invoice until paid. If Valiant retains legal counsel, whether or not it commences litigation or employs an agent to collect any sums owed by Purchaser to Valiant, Purchaser agrees that Valiant shall be entitled to recover its costs of collection, including fees payable to the collection agency and reasonable legal and attorney fees. Purchaser grants Valiant a purchase money security interest in all goods solf pursuant to an Order and in all other goods sold by Valiant to Purchaser, whether before or after the date of this order, to secure payment of the purchase price, interest, sales tax, freight and other obligations of Purchaser to Valiant arising under this order, or pursuant to any other Orders and transactions between Valiant and Purchaser (the “Obligations”). Purchaser authorizes Valiant to perfect such security interests and to amend, terminate and continue perfection thereof; and grants to Valiant a limited power of attorney to execute, deliver and file all documents necessary to accomplish all such tasks. If any of the Obligations are not paid when due, Valiant shall have all the rights and remedies of a secured party under the Uniform Commercial Code.

Risk of Loss

Notwithstanding F.O.B. terms, Purchaser bears all risk of shipping and delivery loss. Purchaser also bears the risk of loss to the purchased goods, whether or not title has passed to Purchaser, from the earlier of the date Purchaser is invoiced for the goods or delivery of possession (including delivery to the freight carrier).

Force Majeure

Notwithstanding anything herein to the contrary, Valiant shall not be considered in default under an Order or any amendment, supplement or change order thereto nor shall it have any liability to Purchaser for any failure to perform if such failure arises out of causes beyond the control of Valiant including, without limitation, acts of God or a public enemy, fire, riots, inability to obtain goods and materials from normal supply sources, flood, natural disasters, epidemics, pandemics, terrorist attacks or acts of war.

Miscellaneous

An Order shall constitute the entire agreement between the parties concerning the goods or services ordered, supersedes all prior correspondence and purchase orders, and shall be construed and enforced in accordance with the laws of Colorado. The parties agree that Colorado courts of general jurisdiction shall have jurisdiction over any lawsuit commenced by Valiant to collect monies due for goods delivered and services performed. Venue shall be proper in any court of general jurisdiction in Colorado which Valiant chooses. An Order is not assignable by Purchaser without the written consent of Valiant. An Order may be amended only by a written document authenticated by the party against whom enforcement of such modification is sought. The provisions of an Order are severable, and the invalidity or unenforceability of any provision shall not affect the enforceability of the others.