PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. These Terms and Conditions of Use (“Terms”) are intended to constitute a binding agreement that conditions your use of the websites of First Breach. (together with its subsidiaries and affiliates, “First Breach”, “we”, “us” and “our”) including Firstbreacharms.com, and any sites that are automatically redirected to them, collectively, the “Sites”).
First Breach will not treat users of the Sites as its customers by virtue of their accessing the Sites. Nothing contained in these Terms is intended to modify any other written agreement you may have with First Breach that may be in effect. In the event of any inconsistency between these Terms and any other written agreements with First Brach, the terms of the other written agreements shall control.
Disclaimer and Limitation of Liability
NOTHING CONTAINED IN THE SITES CONSTITUTES LEGAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE INFORMATION PROVIDED ON THE SITES AND ANY DECISIONS BASED ON SUCH INFORMATION. AS A CONDITION OF ACCESSING THE SITES, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, YOU AGREE TO HOLD FIRST BREACH AND ITS OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, STOCKHOLDERS, EMPLOYEES, AFFILIATES AND AGENTS HARMLESS FROM AND AGAINST ANY CLAIMS WHATSOEVER AND OF ANY NATURE FOR DAMAGES ARISING FROM ANY DECISIONS THAT YOU MAKE BASED ON SUCH INFORMATION.
THE SITES AND ALL INFORMATION AND MATERIALS CONTAINED THEREIN ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND (EITHER EXPRESS OR IMPLIED). FIRST BREACH MAKES NO WARRANTY THAT THE SITES WILL BE UNINTERRUPTED, RELIABLE, ERROR-FREE, VIRUS-FREE, MALWARE-FREE, CURRENT, ACCURATE OR COMPLETE, OR WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. YOU AGREE THAT TEMPORARY INTERRUPTIONS OF THE SITES MAY OCCUR AND WE HAVE NO CONTROL OVER ANY THIRD PARTY NETWORKS IN CONNECTION WITH OUR SERVICES OR ANY DELAYS OR DISRUPTIONS OF NETWORK TRANSMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERRORS OR OMISSIONS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, FIRST BREACH AND ITS AFFILIATES DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FIRST BREACH AND ITS AFFILIATES SHALL NOT BE LIABLE IN ANY RESPECT FOR ANY DAMAGES WHATSOEVER ARISING FROM USE OR INABILITY TO USE THE SITES OR MATERIALS CONTAINED THEREIN (INCLUDING WITHOUT LIMITATION, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, DAMAGES ARISING FROM LOST DATA OR BUSINESS INTERRUPTION, OR LIABILITY IN RELATION TO ERRORS OR OMISSIONS IN ANY INFORMATION OR MATERIALS OR THE USE OR INTERPRETATION BY OTHERS OF SUCH INFORMATION OR MATERIALS), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF FIRST BREACH, ITS AFFILIATES OR THEIR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING, AND IN ADDITION TO THE FOREGOING, IN NO EVENT SHALL THE TOTAL LIABILITY (IF ANY) OF FIRST BREACH AND ITS AFFILIATES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED IN THE AGGREGATE THE AMOUNT PAID BY YOU TO FIRST BREACH, IF ANY, FOR YOUR ACCESS TO THE SITES. PLEASE NOTE THAT SOME JURISDICTIONS LIMIT OR PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.
Restrictions on Use of Sites and Sites’ Materials
Unless otherwise expressly noted, all information and materials, including, without limitation, images, illustrations, designs, icons, photographs, video clips, and written and other materials, that are part of the Sites are copyrights, trademarks, service marks, trade names, trade dress and/or other intellectual property owned, controlled or licensed by First Breach and/or its affiliates. No material from the Sites may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way; provided, however, that you may download, where specifically permitted, one copy of the materials on any single computer for your personal, non-commercial use only, provided you keep intact and properly display all copyright and other proprietary notices. You may not distribute, modify, transmit, reuse, repost, or use the content of the Sites, including, without limitation, any text, images, audio and video, for public or commercial purposes without First Breach’s written permission. Modification or use of the information or materials for any other purpose may violate the copyright, trademark and other intellectual property rights of First Breach and/or its affiliates. First Breach does not grant any license or right to use any registered or unregistered trademarks or service marks displayed on the Sites.
If you violate any part of these Terms, your permission to access or use the Sites and content of the Sites automatically terminates and you must immediately destroy any copies of such content in your possession or control. We reserve the right, in our sole discretion and without notice to you, to terminate or suspend your your license to use the Sites and prevent your future access to and use of the Sites.
Unless otherwise specified, the materials in or accessible through the Sites are directed at residents of the United States, its territories, possessions, and protectorates. The Sites are controlled and operated by First Breach from its offices within the State of Maryland, United States of America. Neither First Breach nor any of its affiliates make any representation that materials in or accessible through the Sites are appropriate or available for use in other locations or that access to them where their content is located is not illegal and prohibited. Those who choose to access the Sites from other locations do so on their own initiative and are responsible for establishing the legality, usability and correctness of any information or materials under any or all jurisdictions and the compliance of that information or material with local laws, if and to the extent local laws are applicable. You may not use or export the information or materials in violation of U.S. export laws and regulations. The information provided in or accessible through the Sites is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject First Breach and/or its affiliates to any registration or other requirement within such jurisdiction or country.
Transmissions to and from the Sites
Electronic communications can be intercepted by third parties and, accordingly, electronic mail and other transmissions to and from the Sites may not be secure. Any communications to First Breach should be sent to the contact information provided in the “Contact Us” section of the Sites. You are responsible for any content that you post on the Sites or submit to us via contact forms on the Sites, email, social media accounts or otherwise, including your feedback, comments, questions, ideas, suggestions, survey responses or other information or materials (“User Materials”). By submitting any User Materials, you hereby grant to First Breach an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable license to use, display, reproduce, publish, transmit, store, modify and create derivative works of your User Material. Further, if you provide any feedback, suggestions, ideas, know-how or other information (“Feedback”) to First Breach via the Sites or otherwise, you hereby assign to First Breach all rights in the Feedback and agree that First Breach may use such Feedback for any purpose without compensation to you. First Breach will treat all User Materials and Feedback as non-confidential and non-proprietary, and you agree that you will not submit to First Breach any information considered to be confidential or proprietary. You hereby represent and warrant that any User Materials and Feedback you submit to us is either your original content or that you have obtained all necessary rights to your User Materials and Feedback, including the right to authorize us to use your User Materials and Feedback as set forth in these Terms.
Links to Other Websites and Services
First Breach does not review or monitor any websites linked from or to the Sites and none of them is or will be responsible for the content of any such linked websites. If you decide to access linked websites, you do so at your sole risk. Neither First Breach nor any of its affiliates are responsible for the information, materials, products or services obtained on or from such other websites, nor will any of them be liable in any respect whatsoever for any damages arising from your access to such websites. Any links from or to other websites are provided merely for the convenience of the users of the Sites and the inclusion of these links does not imply an endorsement, representation or warranty by First Breach or any of its affiliates with respect to any such linked websites or the content, products or services contained or accessible through, or the operators of, such websites. In addition, you agree not to link any of your websites or any third-party website to any of the Sites without the express prior written consent of First Breach. First Breach reserves the right, at any time, for any reason not prohibited by law, to deny permission to anyone to link a website from or to the Sites.
No waiver by First Breach or any of its affiliates of any right under or term or provision of these Terms will be deemed a waiver of any other right, term or provision of these Terms at that time or a waiver of that or any other right, term or provision of these Terms at any other time.
Governing Law and Consent to Jurisdiction
THESE TERMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND. YOU AGREE THAT ANY DISPUTE OR ACTION AT LAW OR IN EQUITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE SHALL BE COMMENCED ONLY IN THE STATE OR FEDERAL COURTS LOCATED IN BALTIMORE COUNTY, MARYLAND AND YOU HEREBY CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR THE PURPOSES OF ANY SUCH DISPUTE OR ACTION.
ALL TRANSACTIONS ARE GOVERNED BY FIRST BREACH, INC’S (“SELLER”) TERMS AND CONDITIONS OF SALE. ANY PROPOSAL THAT INCLUDES DIFFERENT OR ADDITIONAL TERMS THAT VARY FROM SELLER’S TERMS AND CONDITIONS OF SALE ARE HEREBY REJECTED. NOTWITHSTANDING THE FORGOING, ANY SUCH COUNTERPROPOSALS BY A BUYER SHALL NOT OPERATE AS A REJECTION OF THESE TERMS AND CONDITIONS OF SALE.
1. PURCHASE AND SALE OF PRODUCTS.
An order is deemed by Seller to be an offer to purchase, which Seller may accept or reject in its sole discretion. Seller’s acceptance of an offer to purchase is binding on Seller only if made by written instrument or, if not by written instrument, by shipment of the products ordered (the “Products”), and acceptance by shipment shall only be binding as to the portion of the order actually shipped by Seller. Any automatic or computer-generated response to an order shall not be deemed an acceptance of an order. Seller’s acceptance is subject to these Terms and Conditions of Sale (these “Terms and Conditions”), and Seller hereby rejects any terms and conditions that purport to supplement, amend or otherwise modify these Terms and Conditions. Fulfillment of an order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to supplement, amend or modify these Terms and Conditions. By placing an order, Buyer hereby affirms: (i) Buyer is at least 21 years old if the Products include handgun ammunition or at least 18 years old if the Products include rifle ammunition; (ii) Buyer is not subject to any criminal indictment nor has Buyer ever been convicted in any court of a crime punishable by imprisonment for more than one (1) year or any misdemeanor or felony of domestic violence; (iii) Buyer is not a fugitive; (iv) Buyer is not an unlawful user or addicted to any substance controlled by the Controlled Substances Act; (v) Buyer has not be adjudicated as mentally ill and has not been committed to any mental institution; (vi) Buyer has not been discharged from the Armed Forces under dishonorable conditions, nor does Buyer anticipate being so discharged; (vii) Buyer is not subject to any restraining order; and (viii) Buyer shall use the Products exclusively for lawful purposes.
Unless otherwise specified, the Purchase Price is in U.S. dollars. All quotes by Seller are valid for five (5) business days unless otherwise specified, and only for the Products in the quantities originally ordered. Any added expenses incurred by Seller as a result of the acts or omissions of Buyer will be chargeable to Buyer. Buyer shall pay, in addition to the quoted price, any and all customs duties and sales, use, value added, excise and/or other taxes payable by reason of the sale of Products, together with any interest and penalties thereon.
Payment terms will be as set forth in the quote for the Products delivered by Seller to Buyer. Seller may, but shall not be obligated to, grant credit terms to Buyer. Acceptance of any order is subject to credit approval by Seller. Seller reserves the right, in its sole discretion and without prior notice, to deny, change or limit the amount or duration of credit provided to Buyer, and may require cash payments in advance. Seller reserves the right to cancel any sale if Seller determines, in its sole discretion, that Buyer is unable to pay for any Products. Buyer shall have no right of set-off or withholding, and no deduction of any amounts due from Buyer to Seller shall be made without Seller’s prior written consent.
4. DELIVERY; TITLE; RISK OF LOSS.
Unless otherwise agreed to by Seller, delivery shall be made EXW (Incoterms 2020) Seller’s facility. Title to the Products and risk of loss shall pass to Buyer at the time Seller received payment in full for such Products. Any Products held beyond scheduled shipment date at Buyer’s request are subject to reasonable storage and incidental charges. Buyer hereby acknowledges that shipments may be subject to certain restrictions and that Seller will not ship Products in violation of applicable laws. Seller will not ship Products to a PO box.
5. INSPECTION AND REJECTION OF NONCONFORMING PRODUCTS.
Buyer shall inspect the Products within ten (10) days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Products unless it notifies Seller in writing of any nonconforming Products during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. If Buyer timely notifies Seller of any nonconforming Products, Seller shall, in its sole discretion, (i) replace such nonconforming Products with conforming Products, or (ii) credit or refund the price paid for such nonconforming Products.
Seller warrants to Buyer that, at the time of delivery pursuant to Section 4 hereof, such Products are free from defects in workmanship and material. The warranties set forth in this Section 6 do not apply to any Products that have been subjected to abuse, misuse, neglect, improper testing, improper installation, improper storage, improper handling, abnormal physical stress or abnormal environmental conditions, or have been reconstructed, repaired or altered by any person or entity other than Seller. THE WARRANTIES SET FORTH IN THIS SECTION 6 ARE THE ONLY WARRANTIES MADE BY SELLER IN CONNECTION WITH THE PRODUCTS. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 6, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, AND SELLER SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING ANY (I) WARRANTY OF MERCHANTABILITY; OR (II) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. BUYER’S SOLE REMEDY, AND SELLER’S SOLE OBLIGATION, FOR ANY BREACH OF THE WARRANTIES SET FORTH IN THIS SECTION 6 SHALL BE THE REPAIR OR REPLACEMENT OF NON-CONFORMING PRODUCTS.
7. LIMITATION OF LIABILITY.
IN NO EVENT WILL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR LOSS OF DATA, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. SELLER’S LIABILITY IS LIMITED TO THE PRICE PAID FOR THE PRODUCTS WITH RESPECT TO WHICH LIABILITY IS CLAIMED.
8. CANCELLATION; SELLER’S RIGHTS.
Buyer may not cancel any order without Seller’s written consent. Seller will not grant consent unless Buyer agrees to pay to Seller reasonable cancellation charges, as determined by Seller. If Buyer fails in any manner to fulfill these Terms and Conditions, Seller may defer further shipments until such default is cured. Remedies provided herein shall be in addition to any and all other remedies available to Seller. If, for any reason, Seller is unable to provide the Products in the quantity ordered, Seller may allocate its available supply of Products in such manner as Seller deems proper in Seller’s sole discretion, without incurring any liability on account of the method of allocation or its implementation.
9. COMPLIANCE WITH LAW.
Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under these Terms and Conditions. Without limiting the foregoing, Buyer shall comply with the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the Export Administration Regulations, and all other export and import laws of the United States and all other countries involved in the sale of the Products or any resale of the Products by Buyer. Buyer assumes all responsibility for shipments of Products requiring any government import clearance. Buyer hereby guarantees that Buyer is permitted under applicable law to purchase and receive the Products.
10. PATENTS AND TRADEMARKS.
The Products are offered and sold on the condition that such sale does not convey any license, expressly or by implication, estoppel, or otherwise, under any patent, trademark, copyright or know-how with respect to which Seller can grant licenses except as specifically set forth herein. Seller will not be liable for any claim of infringement unless due to infringement by Products manufactured by Seller in the form in which Seller has supplied such Products to Buyer and without regard to their use by Buyer. Without limiting the forgoing, Seller will not be liable for any claim of infringement to the extent arising from any modification of any Product or any combination of the Product with any other product. Additionally, Seller will not be liable for any claim of infringement to the extent arising from specifications provided by Buyer. Seller reserves the right to discontinue deliveries of any Products, the manufacture, sale or use of which would, in Seller’s opinion, infringe upon any intellectual property rights for any third party.
11. GOVERNING LAW.
These Terms and Conditions and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware without reference to the conflicts of law principles thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this contract. Any legal suit, action or proceeding arising out of or relating to these Terms and Conditions (a “Proceeding”) shall be instituted in the United States District Court for the District of Maryland or the courts of the State of Maryland, County of Washington, and each party irrevocably submits to the exclusive personal jurisdiction of such courts in any such suit, action or proceeding.
If any term or provision of these Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.
13. FORCE MAJEURE.
Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached these Terms and Conditions, for any failure or delay in fulfilling or performing any term of these Terms and Conditions when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
Buyer may not assign this contract without the prior written consent of Seller, and any assignment of this agreement by Buyer without such consent shall be void. No assignment or delegation relieves Buyer of any of its obligations hereunder. These Terms and Conditions are the sole and exclusive statement of the parties’ understanding and agreement with respect to the transactions contemplated hereby, notwithstanding any other terms that might be contained in any purchase order or other document received from Buyer or submitted to Seller. No waiver by Seller of any of the provisions of these Terms and Conditions is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms and Conditions operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The relationship between the parties is that of independent contractors. Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties and neither party shall have authority to contract for or bind the other party in any manner whatsoever. Paragraph headings are for convenience only and shall not be used in interpreting or construing these Terms and Conditions.