1. LIMITS OF AGREEMENT. The terms and conditions as set forth herein as well as any additional terms and conditions that may appear on the face hereof shall constitute the entire agreement between FAMI International Academy Ltd ("Seller") and Buyer. Seller will not be bound by any terms of Buyer’s order that are inconsistent with the terms herein. Acceptance by Buyer of these terms may be made either (a) by written acceptance, or (b) by receipt by Buyer of delivery of any products described on the face of this Form ("Products"). The Agreement shall not be modified except in writing, signed by the parties hereto. No waiver by Seller of any default or provision hereof shall be deemed a waiver of any subsequent default or provision. 2. PRODUCTS PROVIDED AND PRICE. (a) Unless otherwise provided on the front of this form, products furnished hereunder shall be newly manufactured products but may contain components which have been previously used in other product units. Any such previously used components have been disassembled, reprocessed and reassembled, as appropriate, and meet or exceed the Seller’s specifications for newly manufactured components.
(b) The price of all Products unless otherwise specifically stated on the face hereof is excluding shipping charges. The cost of packaging for all shipments will be included in the invoiced price. If the Buyer provide a wrong address and the post office return the parcel to the Seller, the Buyer will be charged for the shipping charge to the new address provided. (c) Prices and orders do not include any sales taxes or customs duties which may apply upon arrival of the products. The Buyer agrees to bear any of those charges. (d) Prices quoted are for the Products and services described on the face hereof only and do not include technical data, proprietary rights of any kind, patent rights, qualification, environmental or other than Seller’s standard tests unless expressly agreed to in writing by Seller. 3. PAYMENT TERMS. Seller processes only orders which have been paid in full via one of our accepted payment means. 4. TRANSPORTATION AND RISK OF LOSS. Buyer pays for all product prices including an insured delivery option. Risk of loss or damage shall pass to Buyer upon delivery of the Products to the transportation company. In case of any loss, the full purchase price (including shipping costs) will be refunded to Buyer AFTER a successful claim with the transportation company has been made.
Confiscation or destruction of, or damage to Products shall not release, reduce or in any way affect the liability of Buyer therefore. Not withstanding any defect or non conformity, or any other matter, such risk of loss shall remain in Buyer until the Products are returned at Buyer’s expense to such places as Seller may designate in writing. Buyer, at his expense, shall fully insure Products against all loss or damage until Seller has been paid in full therefore, or the Products have been returned, for whatever reason, to Seller. 5. SHIPMENT. Seller will attempt to meet shipment schedules. However, any shipment quotation or forecast on an order acknowledgment is only an estimate of the time required to make shipment and Seller will not assume liability, consequential or otherwise, because of any delay or failure to deliver all or any part of any order for any reason, including its active or passive negligence. Seller reserves the right to allocate inventories and current production in any way it deems desirable. 6. RETURNS. The Products may not be returned to Seller without first obtaining Seller’s consent. The request for return must be filed with Seller and shall include the Order ID and any other identifying numbers. Products shall be returned in a clean, well packaged condition. No replacement on defectives will be made and no replacement for defectives will be shipped in any event, unless the alleged defectives are, among other things, established to Seller’s satisfaction after suitable testing and inspection by Seller. Returns are only applicable for defective goods within a period of 2 months after the purchase date. Software purchases are excluded from any return unless wrongly delivered and being in a sealed and new condition. Buyer agrees to bear any shipping charges for the return of any items; Seller agrees to return the exchanged items at his expense which will not cover any applicable custom duties or taxes. Seller will not compensate any return shipping costs or even custom duties and taxes. Applications for tax returns of returned products are available at local custom office departments. 7. TERMINATIONS. Any order becomes no longer cancelable once a certain order status has been reached, this is usually once the product has been paid for, the credit card has been charged and once the order has been shipped out. If the order will be cancelled at any of those stages, Seller agrees to pay a cancellation fee of a maximum of 5% which will be deducted from any refund. Further Seller will deduct any additional charges from refunds in case of exceptional cancellations, such as refuse of delivery. Those additional charges include shipping fees, return shipping prices as well as customs duties. 8. LIMITED WARRANTY—LIMITATION OF REMEDIES. (a) Except as otherwise specified herein, Seller warrants the Products: To be free from defects in material and workmanship for a period of time and under such conditions as specified in Seller’s warranty for the individual Product, or for six (6) months from shipment if a warranty for an individual Product is not specified, and To perform in the manner and under the conditions as specified in Seller’s warranty for the individual Product or for six (6) months from shipment if a warranty for an individual product is not specified.
(b) This warranty is the only warranty made by Seller with respect to the Products and no representative or person is authorized to bind Seller for any obligations or liabilities beyond the warranty in connection with the sale of Seller’s goods. This warranty is made to the original purchaser only at the original location and is non transferable, and may only be modified or amended by a written instrument signed by a duly authorized officer of Seller.
(c) These remedies are available only if Seller is notified in writing by Buyer promptly upon discovery of the defect, and in any event within the warranty period for the individual Product, Seller’s examination of such goods discloses to Seller’s satisfaction that such defects actually exist and the goods have not been (i) repaired, worked on, or altered by persons not authorized by Seller so as, in Seller’s sole judgment, to injure the stability reliability, or proper operation of such goods; (ii) subject to misuse, negligence or accident; or (iii) connected, installed, used or adjusted otherwise that in accordance with the instructions furnished by Seller.
(d) All Products which Buyer considers defective shall be returned to Seller’s office as designated on the face hereof transportation costs prepaid and borne by Buyer (unless otherwise provided on the face hereof). The risk of loss of the goods shipped or delivered to Seller’s plant for repair or replacement will be borne by Buyer.
(e) If it is found that any Product has been returned without cause and is still serviceable, Buyer will be notified and the Product returned at Buyer’s expense. In addition, a charge for testing and examination may, in Seller’s sole discretion, be made on Products so returned.
(f) THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES (EXCEPT FOR SPECIFIC WRITTEN PRODUCT PERFORMANCE GUARANTEES) WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SHALL BE THE BUYER’S SOLE REMEDY AND SELLER’S SOLE LIABILITY ON CONTRACT OR WARRANTY OR OTHERWISE FOR THE PRODUCT. 9. SELLER’S RIGHTS TO SUBCONTRACT. Seller may subcontract any portion of the work on any item subject to this Agreement, but Seller’s obligations and rights hereunder shall not thereby be limited or affected. 10. ERRORS. Stenographic and clerical errors are subject to correction. 11. APPLICABLE LAW; JURISDICTION AND VENUE. This agreement will be governed by the laws of XXXXX. The courts of the XXXXX will have exclusive jurisdiction and venue over any dispute arising out of this agreement, and Buyer hereby consents to the jurisdiction of such courts. 12. LIMITATION OF LIABILITY. (a) Seller will not be liable for any loss, damages or penalty resulting from delay in delivery of the Products when such delay is due to causes beyond the reasonable control of Seller, including without limitation, supplier delay, force majeure, act of God, labor unrest, fire, explosion or earthquake. In any such event, the delivery date will be deemed extended for a period equal to the delay.
(b) SELLER’S LIABILITY UNDER, FOR BREACH OF, OR ARISING OUT OF THIS AGREEMENT AND/OR SALE WILL BE LIMITED TO REPAIR OR REPLACEMENT OF ANY DEFECTIVE PRODUCTS OR A REFUND OF THE PURCHASE PRICE OF THE PRODUCTS, AT SELLER’S SOLE OPTION, AS SET FORTH IN PARAGRAPH 8 ABOVE. IN NO EVENT WILL SELLER BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTED PRODUCTS BY BUYER, NOR WILL SELLER BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES INCLUDING WITHOUT LIMITATION LOSS OF PROFIT WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD PARTY CLAIMS AGAINST BUYER. THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF SELLER ARISING OUT OF THIS AGREEMENT AND/OR SALE. 13. SUBSTITUTIONS AND MODIFICATIONS. Seller will have the right to make substitutions and modifications at the specifications of Products sold by Seller, provided that such substitutions or modifications will not materially affect overall Product performance. 14. ATTORNEY’S FEES AND COSTS. Reasonable attorney’ fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this agreement. |