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Conditions of Sale
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Sales Terms Conditions
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Terms and Conditions of Sale, Service & Technical Support
Please take a few minutes to read our Terms and Conditions of Sale, Service & Technical Support.
IMPORTANT - READ CAREFULLY : THIS IS A LEGAL AGREEMENT BETWEEN YOU OR YOUR ORGANIZATION/CORPORATION AND FTR. BY CLICKING ON THE ACCEPT BUTTON BELOW, YOU AGREE, ON BEHALF OF YOURSELF OR YOUR ORGANIZATION/CORPORATION, TO BE BOUND BY THE TERMS SET OUT BELOW.
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Terms and Conditions: By submitting an electronic Order to FTR electronically via the on-line FTR Gold Store, you agree to be bound by these terms as well as by FTR's standard Terms and Conditions of Sale, Service and Technical Support. Any attempt to alter or amend those terms and conditions will be null and void, unless otherwise agreed to in writing by us.
Authorisation: By submitting an order via the on-line FTR Store, you authorize FTR to carry out instructions included in the order. You agree that on-line orders will be deemed to be signed and written purchase orders.
Binding Contract: All orders, submitted via the on-line FTR Store, accepted by FTR shall constitute a binding contract between you and FTR ('E-Contract'). You agree and acknowledge that :-
(a) FTR's standard Terms and Conditions of Sale form part of the E-Contract;
(b) the FTR Quotation or Invoice is a part of the E-Contract;
(c) the E-Contract constitutes a written contract;
(d) your membership data is part of the E-Contract; and
(e) FTR shall not be obliged to seek any further verification that such orders originate from you. You undertake not to dispute or challenge the validity or enforceability of the E-Contract on the grounds that it is not a written document and hereby waive any such right you may have at law. For the avoidance of doubt, you agree to admit the E-Contract as an original document and will not challenge the admissibility of the E-Contract on the grounds that it is made in electronic form, whether in whole or in part.
Customer's Liability: You agree that full payment for any order made electronically via the on-line FTR Store will be your responsibility.
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Terms and Conditions of Sale, Service and Technical Support
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Please note that these terms and conditions of sale do not apply to any reseller or systems integrator.
1. DEFINITIONS
"FTR" means the FTR Ltd, subsidiary company selling products to the Customer as identified in FTR’s Quotation or Invoice.
"Customer" means the person or legal entity identified in FTR's Quotation or Invoice.
"Contract" means a contract for sale by FTR to the Customer of the products and/or services incorporating the Terms and Conditions.
2. FORMATION OF CONTRACT
2.1 No Contract shall come into existence until the Customer's order has been accepted by FTR. The Customer warrants that it is buying for its own internal use only and not for re-sale purposes.
2.2 The products sold and/or services rendered are subject to the Terms and Conditions to the exclusion of any other terms and conditions stipulated or referred to by Customer. The Customer acknowledges that it is aware of the contents of and agrees to be bound by the Terms and Conditions.
3. ORDERS, PRICE AND PAYMENT
3.1 Unless credit terms have been expressly agreed by FTR, payment for the products or services shall be made in full before physical delivery of products or services.
3.2 Customer shall pay for all shipping and handling charges.
3.3 Customer shall bear all country, provincial, government, state and local sales, use, goods and services, value added, excise, privilege, duties and similar levies/taxes.
4. SOFTWARE
4.1 All software provided is subject to the terms and conditions of the license agreement relating to that software. Customer acknowledges its obligations to abide by such license agreements. Customer acknowledges that FTR does not warrant any software under these Terms and Conditions. All software is warranted in accordance with the license agreement that governs its use.
4.2 All rights, title or interest in respect of the intellectual property rights in the software remain with FTR or the licensor of the software at all times and do not become the property of Customer. Customer agrees to comply with the terms and conditions of such licenses.
5. TITLE AND RISK
Title to and risk in the products shall pass to the Customer upon delivery of the products to Customer. Title to those products which are software or licensed intellectual property, shall remain with the applicable licensor(s) at all times.
6. DELIVERY
6.1 FTR shall deliver the products to the place of delivery designated by Customer and agreed to by FTR ("Delivery Address").
6.2 FTR may, at its discretion, deliver the products by instalments in any sequence. Where the products are so delivered by instalments, each instalment shall be deemed to be the subject of a separate contract and no default or failure by FTR in respect of any one or more instalments shall vitiate the Contract in respect of products previously delivered or undelivered products. FTR shall use reasonable efforts to fulfil all of the instalments in a commercially reasonable time.
6.3 Any dates quoted by FTR for the delivery of the products are approximate only and shall not form part of the Contract. FTR shall not be liable for any delay in delivery of the products and/or services, howsoever caused.
7. ACCEPTANCE OF PRODUCTS
7.1 Unless the Customer notifies FTR to the contrary on the day of delivery and such notification is confirmed in writing within two days, the Products shall be deemed to have been accepted by the Customer as being in good condition and in accordance with the Contract. The Customer shall not be entitled to withhold payment of all or any of the prices of the Products whilst any claim is being investigated by FTR or otherwise.
7.2 FTR Products purchased under these Terms and Conditions may be returned by Customer up to fifteen (15) days from the date of the invoice for a replacement, refund or credit of the purchase price in accordance with FTR’s "Total Satisfaction Policy" in effect in the Location on the date of the invoice. The refund or credit will not include any shipping or handling charges payable by Customer under section 3.2. A restocking fee of 30% of the product purchese value will be charged for any products returned. Returned Products must be received by FTR in as-new or as-shipped-by- FTR condition, including conformance to invoiced specification, and all of the manuals, diskettes, CDs, power cables and other items included with a Product must be returned with it.
8. WARRANTY
8.1 Unless specified otherwise, FTR warrants to the Customer that FTR branded Products (excluding third party products and software), will be free from defects in materials and workmanship affecting normal use for a period of one year from invoice date ("Standard Warranty").
8.2 This Standard Warranty does not cover damage, fault, failure or malfunction due to external causes, including accident, abuse, misuse, problems with electrical power or environmental conditions, servicing not authorized by FTR, usage and/or storage and/or installation not in accordance with Product instructions, failure to perform required preventive maintenance, normal wear and tear, act of God, fire, flood, war, act of violence or any similar occurrence; intentional physical damage; any attempt by any person other than FTR personnel or any person authorised by FTR, to adjust, repair or support the Products and problems caused by use of parts and components not supplied by FTR. The Standard Warranty does not cover any items that are in one or more of the following categories: software; external devices; accessories or parts added to the Product after the Product is shipped from FTR or accessories or parts that are not installed in the FTR factory.
8.3 During the one-year period beginning on the invoice date, FTR will repair or replace Products returned to FTR's facility. Customer must prepay shipping and transportation charges, and insure the shipment or accept the risk of loss or damage during such shipment and transportation. FTR will ship the repaired or replacement products to Customer freight prepaid.
8.4 FTR does not give any warranty that the Products are fit for any particular purpose and this Standard Warranty is given in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, trade usage, course of dealing or otherwise including warranties or conditions of merchantability, fitness for purpose, satisfactory quality and/or compliance with description, all of which are hereby excluded and disclaimed to the fullest extent permitted by law.
8.5 The Customer agrees that, in relation to third party products purchased through FTR, where such of the Products are covered by a relevant manufacturer's warranty, then the Standard Warranty shall not extend to such Products and such manufacturer's warranty shall be the sole warranty in respect of such Products. The Customer shall utilise any manufacturer’s warranty for the support of such Products and in any event not look to FTR for warranty service or support for such Products.
9. SERVICE AND TECHNICAL SUPPORT
FTR will provide general service and technical support to Customer in accordance with the then-current service and technical support policies in effect from time to time. Service and support offerings may vary from product to product.
FTR may, at its discretion, revise its general and optional service and support programs and the terms and conditions that govern them. FTR has no obligation to provide service or support until FTR has received full payment for the product or service/support contract for which service or support is requested.
10. LIABILITY
10.1 FTR 's total liability herein in respect of each event or series of connected events shall not exceed the total price paid for the purchase of products and/or services under these Terms and Conditions.
10.2 The Customer shall indemnify FTR and keep FTR fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or wilful misconduct of the Customer, its employees, agents or sub-contractors or by any breach of its contractual obligations arising out of these Terms and Conditions.
10.3 FTR and Customer agree that FTR will not be liable for Products not being available for use, or for data or software which is lost, corrupted, deleted or altered. FTR shall not be liable to the Customer for any incidental, indirect, special or consequential damages arising out of or in connection with the purchase, use or performance of products or services, even if FTR has been advised of their possibility.
10.4 Any service response times stated by FTR in the service contracts are approximate only and FTR shall not be liable for any direct or indirect loss or damage arising from its failure to meet such response times, howsoever occasioned.
10.5 Any typographical, clerical or other error or omission in sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by FTR shall be subject to correction without any liability on the part of FTR.
10.6 Indemnify and hold FTR harmless from any claims, cost or damage resulting from Customer’s violation of any license applicable to a Product.
11. FORCE MAJEURE
Neither party shall be liable for any delay in performing any of its obligations under these Terms and Conditions if such delay is caused by circumstances beyond the reasonable control of the party so delaying, and such party shall be entitled to a reasonable extension of time for the performance of such obligations.
12. EXPORT RESTRICTIONS
The Customer acknowledges that the Products licensed or sold hereunder, which may include technology and software, are not only subject to the export control laws and regulations of the United States ("U.S.") but may also be subject to the export control laws and regulations of the country in which the Products are received or from which shipped. The Customer agrees to abide by all applicable export control laws and regulations. Under such laws and regulations, the Products purchased may not be sold, leased or otherwise transferred to restricted end-users or to restricted countries. In addition, the Products may not be sold, leased or otherwise transferred to, or utilized by, an end-user engaged in activities related to weapons of mass destruction, including but not necessarily limited to, activities related to the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons, missiles or support of missile projects, or chemical or biological weapons. The Customer understands that applicable requirements or restrictions may vary depending on the Products delivered and may change over time and that, to determine the precise controls applicable to the Products acquired, it may be necessary to refer to relevant laws and regulations.
13. GOVERNING LAW
These Terms and Conditions shall be governed by and construed in accordance with the laws of Arizona USA
14. GENERAL
14.1 The Customer shall not be assign or otherwise transfer any Contracts or licenses or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of FTR or licensor. Any such unauthorized assignment shall be deemed null and void.
14.2 If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provisions in question shall not be affected thereby.
14.3 Under the Trade Practices Act 1974 ("Act"), where implied conditions and warranties cannot be excluded, FTR's liability for breach of such conditions and warranties (other than a condition or warranty implied by section 69 of the Act) shall be limited, at FTR `'s option, to (a) in the case of products, the replacement of the products or the supply of equivalent products; the repair of such products; the payment of the cost of replacing the products or of acquiring equivalent products; or the payment of the cost of having the products repaired OR (b) in the case of services, the supplying of services again; or the payment of the cost of having the services supplied again.
Edition June 2003
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