Freetail Tech, Inc.
1. Entire Agreement
These terms and conditions, (“T&C”), together with Freetail Tech’s written Purchase Order Acceptance, Freetail Tech’s invoice, and Customer’s Purchase Order regarding the products ordered by Customer, are the complete and exclusive agreement between Freetail Tech and Customer, (“Agreement”). The T&C supersedes all prior or contemporaneous proposals, oral or written, understandings, representations, conditions, warranties, and all other communications between Freetail Tech and Customer relating to the subject products. The T&C may not be explained or supplemented by any prior course of dealings or trade by custom or usage and may not be modified in any way except by a writing signed by both Parties
“Price” means the price quoted in Freetail Tech’s Purchase Order Acceptance to Customer on the date the order is accepted. The Price is exclusive of all duties and taxes and shall be paid in accordance with Freetail Tech’s payment terms to Customer. Freetail Tech reserves the right to vary the Price without notice.
Any delivery timeframe quoted by Freetail Tech to Customer shall be an estimate only and Freetail Tech shall not be liable for any delay in the delivery of the Products. For Products delivered in installments, failure by Freetail Tech to deliver one or more installments shall not impair the contract in respect to Products previously delivered or undelivered.
Freetail Tech’s standard payment terms are strictly payment in advance or as otherwise stipulated to Customer by Freetail Tech in writing. If Freetail Tech grants Net Terms to Customer, Customer agrees to pay the amount(s) due as specified on the invoice, per the Terms granted by Freetail Tech, and Customer agrees to pay interest on all past-due sums at a rate of 1.5% per month or the highest rate allowed by law, whichever is greater.
5. Order Acceptance
An order will be deemed accepted upon Freetail Tech issuing a written Purchase Order Acceptance to Customer. If no formal acceptance is provided, the order will be deemed accepted once it has shipped.
6. Receipt of Products
The Customer shall carefully examine the Products immediately upon receipt and must notify Freetail Tech in writing of any defect (including any discrepancy in the condition of the Products) or short delivery reasonably discoverable upon careful examination. If the Customer does not notify Freetail Tech within 3 days from the date of delivery, Freetail Tech shall not be liable for any short delivery or defect (including any discrepancy in the conditions of the Products) that could have been discovered upon examination.
7. Product Return Procedure
To return a product Customer must obtain a Return Merchandise Authorization, ("RMA"),
8. Restocking Fee
Customer agrees that product purchased from Freetail Tech, whether Freetail Tech has shipped the product or not, may have been manufactured specifically for the Customer and Freetail Tech may not have another customer for this product. Freetail Tech may, in its sole and absolute discretion, refuse to allow Customer to return a product or cancel a purchase order. If a return or canceling of a purchase order is allowed, Freetail Tech may charge a restocking fee.
9. LIMITATION OF LIABILITY
IN ALL CIRCUMSTANCES FREETAIL TECH’S MAXIMUM LIABILITY IS LIMITED TO THE PURCHASE PRICE OF THE PRODUCTS SOLD. FREETAIL TECH SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE UPON A CLAIM OR ACTION IN CONTRACT, TORT, INDEMNITY OR CONTRIBUTION, OR ANY OTHER CLAIM RELATING TO THE PRODUCTS SOLD. FREETAIL TECH SHALL NOT BE LIABLE TO OR FOR ANY THIRD PARTY THAT CLAIM DAMAGES AGAINST THE CUSTOMER, OR FOR MALFUNCTION, DELAYS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS, LOSS OR DAMAGE TO EXEMPLARY DAMAGES, WHETHER OR NOT FREETAIL TECH IS OR HAS BEEN MADE AWARE OF THE POSSIBILITY OF ANY SUCH CLAIM OR DAMAGE.
10. Shipping Charges
Shipping charges will be determined by FREETAIL TECH and the Customer prior to shipment and stated on FREETAIL TECH’S Purchase Order Acceptance and on the Customer’s purchase order.
11. Title; Risk of Loss
FREETAIL TECH may arrange for shipment of ordered product(s) to the Customer, Free On Board (F.O.B.) shipping point. Title to the product(s) and the risk of loss transfers to Customer upon delivery of product to the carrier. FREETAIL TECH will advise Customer of estimated shipping dates, but FREETAIL TECH shall, under any circumstances, be responsible for delays in delivery and associated damages, due to events beyond its reasonable control, including without limitation, acts of God or public enemy, acts of federal, state or local government, fire, floods, civil disobedience, strikes, lockouts, and freight embargoes.
12. Governing Law and Jurisdiction
Any dispute arising out of or related to these Terms and Conditions or the sales transaction between FREETAIL TECH and Customer shall be governed by the laws of the State of Colorado, without regard to its conflicts of law rules. Specifically, the validity, interpretation, and performance of this agreement shall not be governed by the United Nations Convention on the International Sale of Products. FREETAIL TECH and Customer consent to the exclusive jurisdiction and the exclusive venue of the State Courts of the State of Colorado, Douglas County, to resolve any dispute between them related to this Agreement, and the parties hereby waive all rights to contest this exclusive jurisdiction and venue of such Courts.
If any provision contained in this Agreement is or becomes invalid, illegal, or unenforceable in whole or in part, such invalidity, illegality, or unenforceability shall not affect the remaining provisions and portions of this agreement, and the invalid, illegal, or unenforceable provision shall be deemed modified so as to have the most similar result that is valid and enforceable under applicable Colorado law.
The failure of either party to require performance by the other party of any provision of this agreement shall not affect in any way the first party's right to require such performance at any time thereafter. Any waiver by either party of a breach of any provision in this agreement shall not be taken or held by the other party to be a continuing waiver of that provision unless such waiver is made in writing.