TERMS AND CONDITIONS
THIS AGREEMENT is made this ______ day of ________________,
20 ___, by and between :
Kite
Attitude, with its principal place of business located at 87 rampe st Gervais,
76000
and
___________________________________, located at
__________________________________________________________
_________________________________________________________________________________________
(called the "Buyer").
NOW, THEREFORE, in consideration of the
promises hereinafter made by the parties hereto, it is agreed as follows:
PURPOSE
The present
terms and conditions hereby defined apply to orders and sales of the Company.
All orders from Buyers and final, unless the Company decides otherwise, within
fifteen days of the date of order.
The Company
has a right to update or change the present terms and conditions. In this case,
the updated applicable terms and conditions will then apply at the date of
order of Buyer.
DESCRIPTION OF PRODUCTS AND GOODS
All
products and services of the Company are those described on the Company’s
website (www.kiteattitude.com).
Photos or images published on the website are not legally binding the Company.
Every product or service is sold “as is”, without any express or implied
warranty of functionality, operation or being adequate to a particular purpose.
The Buyer accepts to discharge the Company from any claim, or responsibility regarding
the products or services sold, , and accepts not to
hold the Company responsible or liable for any damage related products or
services sold, and the direct or indirect consequences of the use of such
products or services.
The Buyer
is aware that using products or services sold by the Company represent risks.
PRICES
All prices
stated are FOB the Company's offices in
All prices
are in euros.
PAYMENT TERMS
All orders
submitted by Buyer shall be paid cash, by bank wire, or credit card, except
where satisfactory credit is established in which case terms are net thirty
(30) days from date of delivery. The Company reserves the right to revoke any
credit extended at the Company's sole discretion. Buyer agrees to pay such
invoices when due regardless of other scheduled deliveries. Invoices not paid
within thirty (30) days of the invoice date will have one and one half percent
(1-1/2%) per month finance charge assessed against the unpaid balance from the
date of invoice until the date of payment. The Company does not grant any rebate for
early payments. In case Buyer does not pay invoices in due time, the Company
has a right to stop delivering products and services to Buyer.
SHIPPING AND DELIVERY
All
shipments of Equipment shall be made FOB Company's plant and liability for loss
or damage in transit, or thereafter, shall pass to Buyer upon Company's
delivery of Equipment to a common carrier for shipment. Shipping dates are
approximate and are based, to a great extent, on prompt receipt by Company of
all necessary ordering information from Buyer. Buyer shall bear all costs of
transportation and insurance and will promptly reimburse Company if Company
prepays or otherwise pays for such expenses. Company shall not be in default by
reason of any failure in its performance under this Agreement if such failure
results from, whether directly or indirectly, fire, explosion, strike, freight
embargo, Act of God or of the public enemy, war, civil disturbance, act of any
government, de jure or de facto, or agency or official
thereof, material or labor shortage, transportation
contingencies, unusually severe weather, default of any other manufacturer or a
supplier or subcontractor, quarantine, restriction, epidemic, or catastrophe,
lack of timely instructions or essential information from Buyer, or otherwise
arisen out of causes beyond the control of the Company. Nor shall the Company
at any time be liable for any incidental, special or consequential damages.
FORCE MAJEURE
In case of
“Force Majeure”, the execution of all obligations or
bindings of the Company is suspended. A case of Force Majeure
is a case that is independent of the Company’s will and prevents the company
from operating normally. Strikes, either partial or total, happening at the
Company or at its suppliers, sub contractors or carriers, and shortage or
interruption of energy supply, raw material supply or parts supply are cases of
Force Majeure.
TRANSFER OF OWNERSHIP
The Company
owns all goods until full payment of orders, including taxes and interests. In
case Buyer does not pay invoices in full, the Company has a right to withdraw
or retain goods, and the Company may decide to cancel the order
; in such case, pre-payments are due to the Company to cover damages.
The
transfer of possession implies the transfer of risks: Buyer is responsible for
goods as soon as they are delivered to Buyer. Buyer is committed to subscribing
to an insurance to cover risks of loss, theft, or destruction of goods.
WARRANTY
Company
warrants all Equipment to be free from defects in material or workmanship under
normal use and service for a period of one year from the date of delivery. All
repair covered by this warranty must be done at Company's factory, or other
such warranty repair facilities of Company as designated by Company unless
Company specifically directs that this service be performed at another
location. Any defect corrected within one year and found to be within this
scope of the warranty will be repaired by Company and all charges for labor and material, will be borne
by Company. If it is determined that either no fault exists in Company, or the
damage to be repaired was caused by negligence of Buyer, its agents, employees
or customers, Buyer agrees to pay all charges associated with each such repair.
THIS CONSTITUTES THE SOLE WARRANTY MADE BY COMPANY EITHER EXPRESSED OR IMPLIED.
THERE ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED WHICH EXTEND BEYOND THE FACE
HEREOF, HEREIN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY
INCIDENTAL OR CONSEQUENTIAL DAMAGES AND BUYER'S REMEDIES SHALL BE LIMITED TO
REPAIR OR REPLACEMENT OF NONCONFORMING UNITS OR PARTS.
Any
tampering, misuse or negligence in handling or use of Equipment renders the
warranty void. Further, the warranty is void if, at any time, Buyer attempts to
make any internal changes to any of the components of the Equipment; if at any
time the power supplied to any part of the Equipment exceeds the rated
tolerance; if any external device attached by Buyer creates conditions
exceeding the tolerance of the Equipment ; or if any
time the imprints are removed or defaced. OPERATION OF THE EQUIPMENT THAT
RENDERS THIS WARRANTY VOID WILL BE DEFINED TO INCLUDE ALL OF THE POSSIBILITIES
DESCRIBED IN THIS PARAGRAPH, TOGETHER WITH ANY PRACTICE WHICH RESULTS IN
CONDITIONS EXCEEDING THE DESIGN TOLERANCE OF THE EQUIPMENT.
PROPERTY RIGHTS
The Company
normally supplies all necessary data for the proper installation, test,
operation and maintenance of its products and services. Portions of this data,
including the Company’s website www.kiteattitude.com, are proprietary in nature
and will be so marked. The Buyer agrees to abide by the terms of such markings
and to be liable for all loss or damage incurred by the Company as a result of
the improper or unauthorized use of such data. The Company retains for itself
all proprietary rights in and to all designs, engineering details, and other
data pertaining to any or its product or services and to all discoveries
inventions, patent rights, etc., arising out of work done in connection with
this contract and to any and all products or services developed as a result
thereof, including the sole right to manufacture any and all such products. The
Buyer shall not contact the Company's suppliers, or any other person, for the
purpose of manufacture.
DURATION
The term of
this Agreement shall be for one from the date hereof, unless sooner terminated.
Termination shall not relieve either party of obligations incurred prior
thereto. This Agreement will be renewed implicitely
for another year.
This
Agreement may be terminated only:
(a)
By either party for substantial breach of any material provision of this
Agreement by the other, provided due notice has been given to the other of the
alleged breach and such other party has not cured the breach within thirty (30)
days thereof; or;
(b)
By the Company if: there is an unacceptable change in the control or
management of the Buyer; if Buyer ceases to function as a going concern or
makes an assignment for the benefit of creditors; if a petition in bankruptcy
is filed by or against the Buyer, resulting in an adjudication of bankruptcy;
or, if the Buyer fails to pay its debts as they become due and provided due
notice has been given by the Company to the Buyer and the Buyer has not cured
such breach within thirty (30) days thereof;or;
(c)
By either party, if the party decides to terminate it by registered mail
with prior notice at least three months before the end of the year or the anniversary
date of this agreement
GENERAL PROVISIONS
1. Relationship of Parties. The relationship
between the parties established by this Agreement shall be solely that of
vendor and vendee and all rights and powers not expressly granted to the Buyer
are expressly reserved to the Company. The Buyer shall have no right, power or
authority in any way to bind the Company to the fulfilment of any condition not
herein contained, or to any contract or obligation, expressed or implied.
2.
3. Indemnity. The Buyer agrees to hold the
Company free and harmless from any and all claims, damages, and expenses of
every kind or nature whatsoever (a) arising from acts of the Buyer; (b) as a
direct or indirect consequence of termination of this Agreement in accordance
with its terms; or (c) arising from acts of Buyer or third parties in relation
to products sold to the Buyer under this Agreement, including, but not limited
to execution of liens and security interests by third parties with respect to
any such products.
4. Assignment. This Agreement constitutes a
personal contract and Buyer shall not transfer or assign same or any part
thereof without the advance written consent of Company.
5. Entire Agreement. The entire Agreement
between the Company and the Buyer covering the Equipment is set forth herein
and any amendment or modification shall be in writing and shall be executed by
duly authorized representatives in the same manner as this Agreement. The
provisions of this Agreement are severable, and if any one or more such
provisions are determined to be illegal or otherwise unenforceable, in whole or
in part, under the laws of any jurisdiction, the remaining provisions or
portions hereof shall, nevertheless, be binding on and enforceable by and
between the parties hereto. Any provisions, terms or conditions of Buyer's
Purchase Orders which are, in any way contradicting of this Agreement, except
those additional provisions specifying quantity and shipping instructions,
shall not be binding upon Company and shall have no applicability to the sale
of goods by Company to Buyer.
6. Applicable Law. This Agreement shall be
governed by the laws of the country of
7. Separate Provisions. If any provision of this
Agreement shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall in no way be
affected or impaired thereby.
IN WITNESS
WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized officers as of the date and year indicated above.
COMPANY
By:_________________________________
(Authorized
Officer)
BUYER
By:_________________________________
(Authorized
Officer)