Terms And Conditions
Application of Standard Terms. Only the standard terms and conditions of sale stated below apply to Buyer’s transaction for the purchase of FeAlTi LLC produced or designed products (“Products”), and unless these terms are modified or supplemented by a written document signed by an officer of FeAlTi LLC (“FeAlTi”), these terms form the parties’ agreement (“Agreement”).
Taxes. Except for taxes measured by FeAlTi’s net income, Buyer is responsible for any local sales, use, value-added tax, import charges, or other similar taxes or fees imposed on transactions under this Agreement.
Allocation. FeAlTi reserves the right to ship from any of its facilities and to make partial shipments, of truckload or carload quantities, as Products are manufactured. If FeAlTi ships Products in installments, the shipment of part of an order will not obligate FeAlTi to make further shipment.
Order Procedures. Buyer must place its orders in writing or by other electronic method that documents the request and establishes an audit trail. Orders will be accepted in the form of returned, signed and dated, estimates of work provided by FeAlTi to the Buyer.
Changes, Rushes, and Cancellations. Subject to FeAlTi’s approval, Buyer may make a written request to change an order or to cancel all or part of an order. All orders are subject to scheduling set by FeAlTi at the time of project acceptance. Rush orders are entered for immediate production and no changes or cancellations to those orders may be made
Although FeAlTi desires to meet Buyer’s schedule, FeAlTi is not liable for failure to ship by Buyer’s requested shipping date or any other date, and FeAlTi’s acceptance of any order is not a guarantee that Buyer’s desired shipping date will be met. FeAlTi will use its best efforts to meet the requested shipping date, but if FeAlTi cannot do so, it will advise Buyer and work to establish an acceptable date.
Shipping FeAlTi will provide transportation services through common carrier.. FeAlTi reserves the right to reject any carrier unable to transport Products in a safe and environmentally sound manner. Buyer is responsible for transportation, insurance, and related expenses.
Claims. Buyer must identify apparent errors, shortages, or problems with quantity, quality, weight, or condition when Products are delivered and must make claim, in writing, within 7 days after shipment, use, or alteration, whichever is the earliest to occur. If Buyer fails to do so, Products are considered to be accepted. FeAlTi does not accept Products for return.
Delays. FeAlTi is not liable for a delay or failure in shipment or performance of any part of this Agreement if the delay or failure is caused by:
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an act or omission of Buyer, its agents, employees, or contractors;
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the act of a governmental authority, including agencies and political subdivisions, including any embargo or any directive requiring FeAlTi’s compliance with any industry rationing or supply program;
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war, revolution, riot, or other civil disturbance or disorder, including acts of enemies or terrorists;
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strike, or other dispute with or among labor unions;
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acts of God, storm, fire, flood, or explosions;
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failure or inability to obtain on reasonable terms utilities, raw materials, transportation facilities, storage facilities, or manufacturing facilities;
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delay in transportation or truck or ship shortage; or
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any other similar cause not within FeAlTi’s reasonable control.
FeAlTi is excused from further performance of its obligations for the duration of a force majeure event but must use reasonable efforts to resume performance at the earliest possible time after the force majeure event abates or is resolved.
Payment terms. Products are invoiced after they are tendered to the carrier and weighed. All payments must be made in U.S. dollars. Payment terms are subject to FeAlTi’s review and continuing approval of Buyer’s credit standing. Buyer agrees to provide FeAlTi appropriate financial information upon request.
If an allowable invoice or weight discrepancy exists, Buyer may deduct only that portion of the invoice relating to the discrepancy. Buyer must promptly notify FeAlTi, in writing, of the amount in dispute and the reason for dispute so that correction may be made.
If payment is overdue, FeAlTi may charge interest at the rate of two percent per month on the overdue amount, or the legal rate, whichever is lower. Buyer is also responsible for FeAlTi’s collection costs and reasonable attorneys’ fees.
Notices. Each party must send the other party any written notices or communications required under this Agreement to the other party’s headquarters address or to any other address that a party may later substitute. A notice must be given in a way that will establish proof of delivery.
Warranties. FeAlTi warrants that title to Products will be shipped free and clear of any third-party claims, liens, encumbrances, or security interests. These warranties are not transferable.
Buyer must give FeAlTi written notice of any Products that fail to meet specifications within 7 days after receipt. Buyer’s failure to notify FeAlTi or Buyer’s use or alteration of Products is considered an irrevocable acceptance of them, and FeAlTi is automatically released from any liability for them. Buyer must furnish FeAlTi with samples adequate to test the Products claimed to be not within specifications and must give FeAlTi the opportunity to take its own samples. Upon proper notice, and if FeAlTi’s tests confirm that Products fail to conform to specifications, FeAlTi will work with Buyer to repair or redesign Product to meet specifications. The terms of this section are Buyer’s exclusive remedy for warranty claims.
There are no other warranties except as expressly stated above, either express or implied, including any Warranty of Merchantability or of Fitness for a Particular Purpose, even if the purpose is known to FeAlTi when Products are purchased, and FeAlTi disclaims any other warranty.
Indemnity. FeAlTi assumes no liability for patent infringement claims related to designs and Products produced for Buyer. FeAlTi is not liable for any infringement claim for the use of Products in any process, the use of Products in combination with any other material, or for any other type of intellectual property infringement claim.
Confidentiality. Beyond that information already in the public domain, Buyer agrees not to disclose to third parties, directly or indirectly, any items FeAlTi identifies or labels as “confidential”; any terms or pricing mentioned in any negotiation; the terms or prices of this Agreement; or any information obtained through visiting FeAlTi’s facilities (“Confidential Information”). Buyer must take all steps necessary to ensure that confidentiality is maintained by its employees, subcontractors, representatives, and agents.
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Unless disclosure is required by law or by governmental or judicial process, or unless Buyer has received FeAlTi’s express written consent, for at least three years after any transaction contemplated by this Agreement, Buyer must not publish or disclose any Confidential Information to any person or legal entity.
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If Buyer is required by law or by governmental or judicial process to disclose any Confidential Information, it must give FeAlTi prompt notice so that it may seek appropriate legal protection for its Confidential Information.
Limitation of Damages. FeAlTi’s liability for any claim must not exceed the price of the Products or services giving rise to the claim; if Buyer does not begin action against FeAlTi within one year after the circumstances surrounding a claim or cause of action are discovered, then FeAlTi’s liability terminates.
FeAlTi is not liable for loss of time, inconvenience, lost profits or other indirect, special, consequential, punitive, or incidental damages, whether foreseeable or unforeseeable, based on Buyer’s claims or the claims of its customers (including claims for loss of goodwill, interruption in use, stoppage of other work, or impairment of other assets), arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, or otherwise arising under this Agreement or from the parties’ transactions.
Choice of Law. This Agreement is governed by the substantive laws of the State of Tennessee, without reference to principles of choice or of conflicts of law, and of the United States of America, including any applicable export and import regulations and boycott restrictions. If a provision of this Agreement is found to be unenforceable, then that provision either may be enforced to the maximum extent allowed by law or may be considered severed from this Agreement. Any unenforceable provision does not invalidate any other provision of this Agreement.
Modification and Waiver. This Agreement may be modified, or rights or duties under the Agreement waived or discharged, only by a written amendment signed by both parties’ authorized representatives. Digital or electronic signatures within electronic communications are not binding to amend this Agreement. If either party fails to enforce any provision of this Agreement, that failure must not be construed as a waiver of that provision or of any other provision.
Entire Agreement. This document is the complete, exclusive, and final statement of the terms of agreement between the parties regarding its subject matter. It supersedes all prior and contemporaneous agreements, understandings, letters, e-mail, negotiations, proposals, and representations, whether written or oral, and including any course of dealing established by the parties. Any terms in Buyer’s purchase order, including pre-printed terms, additional to or contrary to the terms of this document are not effective.