Force Technologies Ltd. Of Ashley Court, Henley, Marlborough, Wiltshire, SN8 3RH, UK. shall be referred to as “Force Technologies Ltd”. The party placing purchase order shall be referred to as “Buyer”. The terms and conditions of sale contained herein shall apply to all quotations and offers made by and purchase orders accepted by Force Technologies Ltd. These terms and conditions contained herein shall govern, and acceptance of Buyer's order is conditioned upon Buyer's acceptance of the terms and conditions contained herein irrespective of whether the Buyer accepts these conditions by a written acknowledgement, by implication, or acceptance and payment of goods ordered hereunder. Force Technologies Ltds failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions herein. Any changes in the terms and conditions of sale contained herein must specifically be agreed to in writing by both parties
Prices are quoted in USD / STG/ Euro, whichever is applicable to the Buyer, and are subject to modification or withdrawal without notice. All invoices for products and services will be at the price indicated on the quotation. Unless otherwise specified or required by law, all prices will be quoted and invoiced FOB Henley.
3. TERMS OF PAYMENT
Terms of payment shall be thirty (30) days from the date of Force Technologies Ltd invoice. Force Technologies Ltd reserves the right to require payment in advance or C.O.D and otherwise to modify credit terms based on the financial condition of the Buyer. Force Technologies Ltd also reserves the right to withhold orders due to overdue accounts.
4. TITLE AND DELIVERY
Force Technologies Ltds liability to deliver ceases upon making delivery of material purchased hereunder to carrier at shipping point in good condition; the carrier acting as Buyer's agent. All claims for damages must be filed with the carrier. Notifications for shortages must be made within seven (7) days after arrival of shipment. Force Technologies Ltd assumes no responsibility for delay, breakage or damage after having made delivery in good order to the carrier. Title of the material remains with the Force Technologies Ltd until the invoice is paid in full.
The Buyer shall reject nonconforming products within thirty (30) days of receipt of each shipment. Failure to notify Force Technologies Ltd in writing of nonconforming products within such period shall be deemed an unqualified acceptance.
Force Technologies Ltd warrants that the products covered hereby shall be free from defects in workmanship and materials, and shall conform to Technologies Ltd. Published specifications or other specifications accepted in writing by Force Technologies Ltd. for a period of thirty six (36) months following the date of shipment. The foregoing warranty does not apply to any products which have been subject to misuse (including static discharge), neglect, accident, or modification or which have been soldered or altered during assembly and are not capable of being tested by Force Technologies Ltd under its normal test conditions. Force Technologies Ltd. shall make the final determination as to the existence or cause of any alleged defect. Force Technologies Ltds sole obligation to Buyer hereunder for products failing to meet the aforesaid warranty shall be, at Force Technologies Ltds discretion, to replace the nonconforming product or issue Buyer credit for the purchase price of the nonconforming product where; 1) Force Technologies Ltd has received written notice of any nonconformity within thirty days and 2) after being issued with a Force Technologies Ltd RMA (Return Material Authorization number to do so Buyer has returned the nonconforming product to Force Technologies Ltd, freight prepaid, and 3) Force Technologies Ltd has determined that the product is nonconforming and that such nonconformity is not a result of improper installation, repair, test, or other misuse by Buyer. Any non-conforming product received without the Force Technologies Ltd RMA will be returned
THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR USE OR A PARTICULAR PURPOSE. FORCE TECHNOLOGIES LTD NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION OR USE OF ITS PRODUCTS AND FORCE TECHNOLOGIES LTD MAKES NO WARRANTY WHATSOEVER FOR PRODUCTS NOT MANUFACTURED BY FORCE TECHNOLOGIES LTD. FORCE TECHNOLOGIES LTD SHALL NOT BE LIABLE FOR DAMAGES DUE TO DELAYS IN DELIVERIES OR USE AND SHALL IN NO EVENT BE LIABLE FOR ANY DAMAGES OF ANY KIND, WHETHER ARISING FROM CONTRACT, TORT OR NEGLIGENCE.
7. FORCE MAJURE
All orders will be shipped from UK. Force Technologies Ltd will use its best efforts to fill all orders according to the agreed schedule and quantity. Force Technologies Ltd shall not be responsible for any failure to perform due to unforeseen circumstances or to cause beyond Force Technologies Ltds control. Examples of such causes are acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, labour or materials or for any other causes beyond Force Technologies Ltds reasonable control.
No cancellations or reschedules will be accepted within thirty (30) days of the earliest request ship date.
A signed NCNR by both parties will supersede this clause.
9. LIMITATION OF LIABILITY
Force Technologies Ltds liability under or for breach of this agreement shall be limited to refund of the purchase price of the product. In no event shall Force Technologies Ltd be liable for costs of substitute goods, loss of profit or consequential damage, however caused, whether for breach of warranty, breach of contract, negligence or otherwise.
10. CONTROLLING LAW
The terms and conditions contained herein shall be governed by and construed under the laws of the England.
11. GENERAL LEGAL
- Each shipment made hereunder shall be considered a separate transaction. In the event of any default by Buyer, Force Technologies Ltd may decline to make further shipments. If Force Technologies Ltd elects to continue to make shipments, such action shall not constitute a waiver of any default by Buyer or in any way affect Force Technologies Ltds legal remedies for such default.
- The terms and conditions herein, constitute the entire contract between the parties and supercede all previous communications, whether oral or written. Any changes to this contract must be made only upon mutual agreement of the parties in writing.
- In the event that any section of these terms and conditions are deemed unenforceable, the remaining sections shall remain in force.
12. IMPORT / EXPORT
Buyer agrees to comply with all applicable laws and regulations of the United Kingdom and of the destination country. Buyer understands that Force Technologies Ltd is subject to regulation by UK Government Export Department, which prohibits export or diversion of Force Technologies Ltds products to certain countries, and agrees it will not knowingly assist or participate in any such diversion or other violation of applicable U.K. Laws and regulations. . Buyer shall hold harmless and indemnify Force Technologies Ltd for any damages resulting to Force Technologies Ltd from a breach of this paragraph by Buyer.
13. LIFE SUPPORT APPLICATIONS
Force Technologies products are not designed for use in life support appliances, devices or systems where malfunction of a Force Technologies product can reasonably be expected to result in a personal injury. Force Technologies customers using or selling Force Technologies products for use in such applications do so at their own risk and agree to fully indemnify Force Technologies for any damages resulting from such improper use or sale.
Effective June 2010