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Standard Terms and Conditions for Sale
Agreement
This Standard Terms and Conditions for Sale Agreement (“Agreement”)
contains the terms and conditions that apply to any order, purchase,
receipt, delivery or use of any products from FTL Resources LLC. By
accepting delivery of the product(s) purchased from FTL Resources and
described on your invoice, you agree to be bound by and accept the
following terms and conditions. Any attempt to alter, supplement or
amend this document or to enter an order for a product(s) that is
subject to additional or altered terms and conditions will be null and
void, unless otherwise agreed to in a written agreement signed by both
you and FTL Resources. These terms and conditions are subject to change
without prior written notice at any time, in FTL Resources’ sole
discretion.
Definitions.
“We”, “us” and/or “our” means FTL Resources.
“You” or “your” means the individual or entity named on the invoice.
Payment Terms, Orders, and Interest.
Advertised prices are in U.S. dollars and, unless otherwise noted,
exclude shipping, handling and any taxes that may be imposed by the
legal authority that governs the jurisdiction in which you reside. Terms
of payment are within FTL Resources’ sole discretion, and unless
otherwise agreed to in writing by FTL Resources, payment must be
received by FTL Resources before FTL Resources' acceptance of an order.
Invoice amounts are due and payable within the period noted on the
invoice, measured from the date of the invoice. FTL Resources may
invoice parts of an order separately. You agree to pay interest on all
past-due sums at the highest rate allowed by law. FTL Resources is not
responsible for pricing, typographical or other errors in any offer by
FTL Resources and we reserve the unilateral right to cancel any orders
resulting from such errors.
Taxes.
Unless otherwise indicated on the face of the invoice, you are
responsible for paying all taxes associated with your order.
Shipping, Title and Risk of Loss.
Shipping and handling are additional unless otherwise expressly
indicated at the time of sale. Loss or damage that occurs during
shipping by a carrier selected by FTL Resources is FTL Resources’
responsibility. Loss or damage that occurs during shipping by a carrier
selected by you is your responsibility. Title to software remains with
the licensor of the software. Your use of software is subject to license
agreements applicable to the software. Shipping dates are only
estimates. You must notify FTL Resources of damaged or missing items
from your order within fourteen (14) calendar days after you receive
your product.
Limited Product Warranty for Domestic Customers and Disclaimer of
Warranties.
THE LIMITED PRODUCT WARRANTY APPLICABLE TO FTL RESOURCES-BRANDED
PRODUCTS MAY BE VIEWED ON-LINE AT THE FOLLOWING URL:
http://www.ftlresources.com/warranty.htm.
THERE ARE NO WARRANTIES FOR SOFTWARE, SERVICES OR NON-FTL RESOURCES
BRANDED PRODUCTS, WHICH PRODUCTS AND SERVICES ARE PROVIDED “AS IS”.
WARRANTY AND SERVICE FOR NON-FTL RESOURCES BRANDED PRODUCTS, IF ANY, ARE
PROVIDED BY THE ORIGINAL MANUFACTURER, AND NOT BY FTL RESOURCES. FTL
RESOURCES MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EXCEPT THOSE STATED
IN THIS SECTION AND IN FTL RESOURCES' APPLICABLE WARRANTY STATEMENT IN
EFFECT ON THE DATE OF THE INVOICE. ANY SUCH WARRANTY WILL BE EFFECTIVE
DURING THE RELEVANT PERIOD, AND FTL RESOURCES WILL BE OBLIGATED TO HONOR
ANY SUCH WARRANTY ONLY UPON FTL RESOURCES RECEIPT OF PAYMENT IN FULL FOR
THE ITEM TO BE WARRANTED.
LIMITATION OF LIABILITY. FTL RESOURCES DOES NOT ACCEPT LIABILITY BEYOND
THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT
BEING AVAILABLE FOR USE, FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE
PROVISION OF SERVICES AND SUPPORT. FTL RESOURCES WILL NOT BE LIABLE FOR
LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT
OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN.
YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR
SERVICES BUNDLED WITH THE PRODUCTS, FTL RESOURCES IS NOT LIABLE OR
RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT
YOU PAID FOR THE PURCHASE GOVERNED BY THIS AGREEMENT.
Software.
All software is provided subject to the license agreement that is part
of the package you receive from FTL Resources. You agree to be bound by
the license agreement once the package is opened or its seal is broken.
FTL Resources does not warrant any software under this Agreement.
Products.
FTL Resources continually upgrades and revises its products and service
offerings. FTL Resources may revise and discontinue products at any time
without prior notice to customers. FTL Resources will ship products that
have the functionality and performance of the products ordered, but
changes between what is shipped and what is described in a specification
sheet are possible. The parts and assemblies used in building FTL
Resources products are selected from new and equivalent-to-new parts and
assemblies in accordance with industry practices. Spare parts may be new
or reconditioned. The quoted FTL Resources SKU numbers for FTL
Resources-branded hardware products are of the quality specified by FTL
Resources on its website and conform in all material respects with the
FTL Resources product specification current on the date such products
were shipped.
Binding Arbitration.
You and FTL Resources agree that any claim, dispute or controversy,
whether in contract, tort or otherwise, and whether preexisting, present
or future, and including statutory, common law, intentional tort and
equitable claims (“Dispute”) against FTL Resources, directors,
employees, agents, successors, assigns or affiliates arising from, in
connection with or relating to this Agreement, its interpretation, or
the breach, termination or validity thereof, the relationships which
result from this Agreement (including, to the full extent permitted by
applicable law, relationships with third parties who are not signatories
to this Agreement), FTL Resources’ advertising or any related purchase
SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION
ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (available via the
Internet at http://www.arb-forum.com, or via telephone at 800.474.2371)
under its Code of Procedure then in effect. Any award of the arbitrators
shall be final and binding on each of the parties, and may be entered as
a judgment in any court of competent jurisdiction. YOU UNDERSTAND THAT,
IN THE ABSENCE OF THIS PROVISION, YOU WOULD HAVE HAD A RIGHT TO LITIGATE
DISPUTES THROUGH A COURT, INCLUDING THE RIGHT TO LITIGATE CLAIMS ON A
CLASS-WIDE OR CLASS-ACTION BASIS, AND THAT YOU HAVE EXPRESSLY AND
KNOWINGLY WAIVED THOSE RIGHTS AND AGREED TO RESOLVE ANY DISPUTES THROUGH
BINDING ARBITRATION IN ACCORDANCE WITH THIS SECTION.
Applicable Law and Not for Resale.
You agree and represent that you are buying the products governed by
this Agreement for your own use and not for resale.
Governing Law.
This Agreement and any sales hereunder shall be governed by the laws of
the state of New Jersey, without regard to conflicts of laws principles,
and excluding the United Nations Convention on the International Sale of
Goods.
Export.
You acknowledge that the purchased goods licensed or sold under this
Agreement, and the transaction contemplated by this Agreement, which may
include technology and software, are subject to the customs and export
control laws and regulations of the United States, and may also be
subject to the customs and export laws and regulations of the country in
which the products are manufactured and/or received. Further, under
United States law, the goods shipped pursuant to this Agreement may not
be sold, leased, or otherwise transferred to restricted countries or
utilized by restricted end-users or an end-user engaged in activities
related to weapons of mass destruction, including activities related to
the design, development production or use of nuclear weapons, materials,
facilities, missiles or the support of missile projects, and chemical or
biological weapons. You agree not to provide any written regulatory
certifications or notifications on behalf of FTL Resources. FTL
Resources has not tested product for use in high-risk activities
including any life sustaining, chemical, or mission critical use. FTL
RESOURCES WILL NOT HAVE ANY LIABILITY FOR ANY DAMAGES ARISING FROM THE
USE OF THE PRODUCTS IN ANY HIGH RISK ACTIVITY, INCLUDING THE OPERATION
OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR
TRAFFIC CONTROL, MEDICAL SYSTEMS, LIFE SUPPORT OR WEAPONS SYSTEMS.
Miscellaneous Provisions.
You will not register or use any Internet domain name that contains an
FTL Resources trademark or trade name (i.e., FTL Resources) in whole or
in part or any other name that is confusingly similar thereto. The
section headings used herein are for convenience of reference only and
do not form a part of these terms and conditions, and no construction or
inference shall be derived therefrom. If any term of this Agreement is
found by a court of competent jurisdiction to be unenforceable, the
enforceability of the remaining provisions shall not be affected or
impaired. |
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