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SW-MOTECH USA, Terms and Conditions of Sale and Limited Warranty
Validity of Terms and Conditions
- These Customer Terms and Conditions of Sale (this “Agreement”) apply to all sales of SW-MOTECH USA (the “Products” as defined herein) to you (referred to herein as “SW-MOTECH USA,” “Company,” “we,” “us” or “our”).
- An Officer of SW-MOTECH USA must confirm any variations to this Agreement in writing. By placing your Order (as defined herein), which is accepted by us, you hereby accept the terms and conditions in this Agreement.
- This Agreement supersedes any other Agreements between you and SW-MOTECH USA whether written or verbal, including but not limited to any terms and conditions you may submit in connection with your Order except that this Agreement includes any SW-MOTECH USA agreement and/or policies we incorporate herein by reference.
“Order” shall mean an order for the Products accepted by us.
“Customer (“Buyer,” “you,” “your,” “Customer,” “Consumer,” or “Customer”)” shall mean the entity, business and/or individual, as identified on the Order, which intends to buy and use SW-MOTECH Products for its own use.
“SW-MOTECH USA (“us,” “our,” “we” or the “Company”)” shall mean SW-MOTECH USA LP, a Georgia limited liability company doing business in the state of Oregon.
“Accepted Order” shall mean the acceptance of the order placed by you in accordance with Section 2.
“Parties” shall mean SW-MOTECH USA and the Customer and “Party” shall be construed accordingly.
“Price” shall mean the prices stated in the Order after the Order becomes an Accepted Order in accordance with Section 2.
“Products” shall mean motorcycle accessories that are marketed under the “SW-MOTECH USA” brands.
Subject to the terms and conditions of this Agreement, we will sell to you and you will purchase from us Products, subject to our approval and this Agreement. From time to time, we may provide you a quotation in advance of your placing an Order. Quotations are only valid in writing and during the period so stated. If a period is not specified the period is five (5) working days. Orders may be placed in writing, via E Mail, Internet online, telephone or fax. Receipt of your Order does not constitute acceptance of your Order. Acceptance of an Order will be communicated by us in writing (“Accepted Order”). Each Accepted Order shall be binding on both Parties. You agree that we may cancel items from your Order that are not in stock. All Products are subject to availability.
If you order from our Website online, you are required to establish a user account, which will be accessible by using your authorized email address and password. You are responsible for maintaining the privacy and security of your password.
Once you have found a product online you can view it with no obligation to purchase by clicking on the product name. You can add the item to you shopping cart by clicking on the product name and the into shopping cart button, you can change the contents of your shopping cart by clicking on the open shopping cart button or view the items with no obligation, you can remove the products from the shopping cart by clicking delete, if you want to purchase an item please click on the button proceed to step 2.
The subsequent online ordering comprises four additional steps in which you have the option to create a customer account with your address accepting this Agreement and any other listed general terms and choosing the payment method. In step 5 you can view your order and make changes or make correction and send complete the purchase by sending the order to us. Click the order to pay button to submit a binding offer. Receipt of the order will be confirmed by E Mail this does not represent acceptance. We will send you an order confirmation with all order details, which will constitute acceptance.
Prices, Taxes and Discounts
- Prices. All unit prices are quoted and/or invoiced in U.S. Dollars and will be: a) those prices effective at the date of shipment; b) exclusive of any applicable tax, duty, import fees; c) inclusive of applicable discount; and d) subject to applicable shipping and handling charges as provided on a per-Order basis. We reserve the right to alter prices at any time prior to your Accepted Order.
- Taxes. Any applicable sales tax will be invoiced as a separate line item for Orders unless we receive your proper tax-exempt documentation prior to shipment and invoicing.
- Discounts. All applicable discounts are a) based upon our then-current applicable Customer pricing for your account; b) applied on a per-Order basis; c) applied on the net value per each Order; and d) applied only to shipments to the USA.
Payment must be made before your order is shipped or, if agreed in advance in writing between us and the Customer, upon receipt of invoice date via credit or debit card. If payment is not made in full by the due date on the invoice, we reserve the right to charge interest on all overdue payment amounts at the maximum statutory rate on the late amount and to suspend further shipments of the Products. If due to default in payment we incur additional costs in collecting the debt, such as legal or debt collection fees, then you are liable to pay for any cost of recovery. Time for payment shall be of the essence. Checks may only be accepted conditionally until cleared funds have been received in respect of such checks by us.
Delivery and Risk
- Delivery. Any delivery period, if stated, is approximate, and time of delivery shall not be of the essence. SW-MOTECH USA shall make reasonable efforts to fulfill promises of shipment and deliver to the address shown on the Order, but no liability for failure to do so can be accepted by SW-MOTECH USA. The Company reserves the right to make shipments of Products in installments.
- Risk. All items purchased from us and delivered by a third party carrier are made pursuant to a shipment contract. This means that all risk of loss passes to you upon our delivery to the third party carrier or, if collected by your agent, all risk of loss passes upon our delivery to your agent.
Your Acceptance of Products and Returns
- Acceptance. You will inspect the Products within a reasonable time after their receipt and you will be deemed to have accepted them unless within thirty (30) days after their receipt you return the Products in accordance with Section 8.2 below. If no such action is taken, we will consider the items as being accepted.
- Returns. In order to receive a full refund for your return, Purchaser shall comply with all of the following requirements:
- All Products must be returned within thirty (30) days;
- All Products must be unused, in new condition and returned enclosed in their original undamaged or unopened packing, including all tags, information booklets, stickers, instructions, etc. attached to or included with the Product;
- If possible, pack items in the box in which the Products were originally shipped including all original protective packaging to prevent damage in transit, alternatively, use an equivalent and protective packaging;
- Obtain a return merchandise authorization (“RMA”) number, and place the RMA in the box along with a copy of your receipt, and securely affix the RMA number included with the RMA in a clearly visible area on the box; and we recommend using a carrier that incorporates tracking and/or insurance services.
- Customer is responsible for all shipping charges and all shipments must be prepaid, no C.O.D. or any equivalent shall be accepted.
SW-MOTECH USA Products come with various limited Customer warranties, with which incorporated herein and are part of this Agreement. You will find SW-MOTECH USA Product warranties at located at www.sw-motech.us/Infos/warranty.htm
Limitation of Liability
WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH ANY ORDER PLACED WHETHER OR NOT ACCEPTED BY US, INCLUDING BUT NOT LIMITED TO 1) LOSS OF BUSINESS PROFITS, SALARY, REVENUE, SAVINGS, 2) LOSS AVOIDABLE BY YOU THROUGH REASONABLE CONDUCT, 3) SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR RELIANCE DAMAGES, OR 4) ALL ITEMS EXCLUDED FROM THE WARRANTY OR BY FORCE MAJEURE, ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS OR THIS AGREEMENT, UNDER ANY LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSES OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. EXCEPT AS SET FORTH IN THIS AGREEMENT NEITHER WE NOR ANY OF OUR AGENTS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER REPRESENTATIVES WILL BE LIABLE IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE FOR ANY LOSS OR DAMAGE WHATSOEVER IN ANY WAY CONNECTED WITH YOUR ORDER OR THIS AGREEMENT.
We own various proprietary and intellectual property rights in connection with the Products, including but not limited to patents, copyrights, domain names and trademarks (“Content”). No Content owned or licensed by us may be copied, reproduced, republished, uploaded, downloaded, posted, transmitted, distributed, resold, modified or registered without prior, written permission from us, and no Product may be reverse engineered and/or copied in part or in whole.
SW-MOTECH USA is not liable for delays in performance (including delivery and shipment) caused by circumstances beyond its reasonable control and will be entitled to a time extension of at ninety (90) days for performance in case of strikes, terrorist acts, war, pandemics, supplier or transports, shortage of raw material, production problems, governmental or regulatory action or natural disasters. If the force majeure event still exists after the expiration of the above referenced period SW-MOTECH USA may terminate the Accepted Order Agreement.
We may terminate this Agreement with immediate written notice if you:
- fail to pay sums due under the Agreement in accordance with the terms of the Agreement; or
- violate any provision of this Agreement; or
- become insolvent or are unable to pay debts as they fall due.
- You may not set off claims you may have against us against any indebtedness or your liability hereunder.
- Except as otherwise expressly provided herein or in a written document, signed by SW-MOTECH USA and Customer, this document and attachments and exhibits thereto constitute the entire agreement between SW-MOTECH USA and Customer with respect to the subject matter herein contained and all prior agreements and communications between SW-MOTECH USA and Customer, whether oral or written, are superseded by this Agreement.
- No modification, limitation, waiver or discharge of this Agreement or of any of its terms shall bind SW-MOTECH USA unless in writing and signed by a duly authorized employee of SW-MOTECH USA. The failure of SW-MOTECH USA to insist, in one or more instances, on performance by Customer in strict compliance with the terms and conditions hereof shall not be deemed a waiver or relinquishment of any right granted hereunder with respect to any succeeding breach of the same or other provision hereof.
- These Terms shall be governed by, and construed, interpreted and enforced under the laws of the State of Oregon without giving effect to the conflict of laws principles.
- In connection with any dispute arising out of or pertaining to any of the contractual relationships between SW-MOTECH USA and Customer or the breach thereof, as contemplated herein, all costs and expenses, including reasonable attorney fees, shall be recoverable by the substantially prevailing party.
- If any clause of this Agreement is deemed to be invalid or unenforceable by a court, the remainder of the provisions of the Agreement shall not be affected. SW-MOTECH USA may subcontract, assign or transfer its obligations or rights to a competent third party whether in whole or in part. You may not assign or transfer any of your obligations.
- All notices required hereunder shall be in writing and sent by first class mail or by telefax, FedEx or E Mail to such addresses as stated in the Order placed by you.
- This Agreement supersedes all prior agreements, arrangements and understandings, transactions or statements between the Parties and constitutes the entire agreement between the Parties relating to the subject matter hereof, except that this Agreement does not supersede any agreement and/or policies expressly incorporated herein by reference that you may have entered into with us. If there is any inconsistency between this Agreement and any other agreement, the terms of this Agreement shall prevail. Neither Party is entering into this Agreement or any of the arrangements contemplated by this Agreement in reliance upon any representation or warranty not expressly set out in this Agreement.
Applicable Law, Venue
This Agreement shall be construed and enforced in accordance with the laws of the State of Oregon, without regard to the conflicts of law principles thereof.
The parties hereby submit to the online dispute resolution system at onlinedisputeresolution.com for the purposes of enforcing any rights or obligations under this Agreement or the breach thereof.