1X Technologies Standard Terms and Conditions of Sale
All orders received by 1X Technologies LLC (1X) are subject to these terms and conditions, the terms and conditions on the 1X order acknowledgment form and any special terms and conditions specified on 1X product price sheets.
All sales of material by 1X are expressly conditioned upon the terms and conditions set forth below. Any additional or different terms or conditions set forth in the purchase order of the Purchaser or in any similar such communication are hereby objected to by 1X and shall not be binding nor effective unless assented to in writing by an officer of 1X.
1X’s failure to insist upon strict performance of any term or condition shall not constitute a waiver of any subsequent breach by the customer. Terms and Conditions are subject to change without notice.
“1X Technologies“, “1XTech“, “1XFlex“, “EnviroTech“, “XtraFlex“, “Durablend“, “Test our Metal” “When Your Project Needs a Hero“, “No cable too big no wire too small, we literally do it all”, and “Because You Require Quality, Quickly” are property of 1X Technologies LLC and their use is restricted ® in conjunction with the United States Patent and Trademark Office.
2.) ORDER ACCEPTANCE
Acceptance of an offer is based on 1X’s terms and conditions.
Prices and delivery dates stated on any order acknowledgment shall prevail in the event of a discrepancy between it and the customer’s written order.
Stock material is subject to prior sale.
Custom cable and made to order products standard color code is Black Jacket, Black and numbered Conductors unless specified.
1X’s products are designed and manufactured for use in standard industrial and commercial applications, by us or our partner manufacturers, supplied per our spec. If our products are to be applied in any location which might be of a hazardous nature, such as atomic installations, commercial or military aircraft, missile installations, space explorations or other critical applications where a failure of a single component could cause substantial harm to persons or property, 1X disclaims all responsibility. Such concurrence must be signed by an officer of 1X.
Contracts of sale are accepted in the state of Wyoming, U.S.A., and shall be interpreted according to Wyoming state law. Each party hereby (a) submits to personal jurisdiction in the state of Wyoming for the enforcement of these terms and conditions, and (b) waives any and all personal rights under the law of any state to object to jurisdiction within the state of Wyoming, for the purposes of litigation to enforce this terms and conditions. The Supreme Court of the State of Wyoming shall have the exclusive jurisdiction and venue over all disputes arising under these terms and conditions.
The customer shall pay the prices quoted or acknowledged including all taxes (sales, use, excise, and/or others incurred through commercial transaction), “adder” charges stated in the special terms and conditions for a specific product, and charges for customer-requested special packaging, design, and specifications.
Unless otherwise stated, all prices by 1X are subject to change without notice. Prices do not include sale, use, excise, value added or similar taxes and, where applicable, such taxes shall be as a separate item and paid by the Purchaser. Any deviation after placement of order such as changes in quantity or partial release or change in ship dates may increase price.
Prices are subject to adjustment without notice to conform to prices in effect on the date of order shipment and apply only to the specific material ordered.
Unless specific credit terms are approved by the 1X Credit Department, payment terms shall be in cash in advance.
If credit is approved, unless otherwise specified in the order acknowledgment, payment shall be due in Twenty-One (21) days from the date of invoice. A LATE PAYMENT FEE OF 3% PER WEEK (5 BUSINESS DAYS) WILL BE ADDED TO THE UNPAID BALANCE ON ALL ACCOUNTS NOT PAID IN FULL ON OR BEFORE THE DUE DATE.
Each shipment shall be deemed to have been sold under a separate and independent contract. Time is of the essence and, in addition to any other rights, 1X shall further have the right, at its option, to terminate this agreement without notice to Buyer if payment is not made on or before the due date or if Buyer becomes insolvent, or if Buyer’s ability to pay debts in the normal course of business otherwise becomes impaired. If, in the judgment of 1X, the financial condition of the Purchaser at the time of manufacture or shipment does not justify the terms or payment specified, 1X reserves the right to require full or partial payment before manufacture or shipment and to suspend any further performance until such payment has been received.
Accounts not paid in full according to established credit terms shall be considered in default case, the customer agrees that a lien will attach upon all property in customer’s possession which was purchased on account from 1X and all proceeds resulting therefrom. 1X may, at its discretion, reclaim the material under lien or take any other action that may be permitted under law. In the event of default, the customer shall also assign to 1X the right to collect all accounts receivable which may have occurred to customer from the sale of said materials. Customer shall furnish, upon demand by 1X, copies of all invoices covering sales of such materials so that 1X may notify the purchaser thereof this assignment.
Credit approval is subject to revocation upon discovery of significant changes in the customer’s financial condition, previously undisclosed information, or other reasons which 1X, in good faith, feels adversely affect the credit agreement. Stoppage in transit is authorized. Upon revocation of credit, the terms of sale revert to cash in advance.
Credit Card orders are subject to a 5% convenience Fee as a non-standard method of payment to help make up for finance charges and fees.
Transportation terms and charges shall be according to special terms and conditions stated on price sheets for each particular product. Delivery dates specified on the order acknowledgment are approximate only, and any reasonable variation therefrom shall constitute adequate performance on the part of 1X.
1X’s responsibility for transportation shall be limited to shipping at a competitive rate. Any excess costs for transportation, including special handling costs, will be charged to the customer, in addition to above-mentioned prices (see PRICES).
1X warrants that it has good title to merchandise shipped. 1X will be responsible for damage free shipment according to the specific shipping terms of merchandise. Once carrier freight has been signed by the Customer without damage or shortage, all risk of loss or responsibility for damage, shortage or other incidents will pass to the customer. Customer claims must be received by 1X in writing, within Twenty-One (21) days from the date of invoice.
Failure or refusal to accept delivery without just cause is considered a default by the customer on the purchase agreement. For standard products, the customer is liable for damages or loss suffered by 1X, including but not limited to storage, shipping and restocking costs, anticipated profits and losses due to market fluctuation. In the case of default on specially designed, construed, or packaged products, the customer shall be liable for damages amounting to the contract price less the net salvage value of the material.
Force majeure: 1X Technologies shall not be liable for failure to meet delivery terms if such failure is a result of accidents, machinery or equipment breakdown, strikes or labor troubles, material shortages, fires, floods, war, public disturbances or riots, government allocations, acts of God, acts of terrorism, or other circumstances beyond 1X’s control.
Delivery commitments are based upon the best information present at time of quotation and/or time of order entry, but may change due to conditions beyond 1X’s control. 1X shall have no liability whatsoever for failure to meet delivery or shipment schedules. Delivery must be within 30 days after receipt of order or manufacturing lead time. Extended requested delivery dates are subject to price revisions or cancellation of the order by 1X. 1X reserves the right to invoice buyer immediately if customer delays delivery. In addition after 30 days, storage charges will be charged to buyer at a minimum rate of one-half of one percent of the invoice amount per month. Buyer’s order is accepted subject to 1X being able to obtain the necessary raw materials and subject to government priorities and other government regulations that may be issued from time to time. Availability of items quoted as “stock” are done so on a “subject to prior sales” basis.
If for any reason, 1X should fail to deliver within reasonable variance from the delivery date specified, 1X shall be liable only for the actual damage caused by such failure, measured in actual cash cost to the customer. Damages shall not exceed the agreed price of the material involved.
1X will not be liable for any installation costs, incidental or consequential damages or costs, or loss of profits resulting from failure to deliver.
6.) QUANTITY TOLERANCE
Quantities shall be subject to standard industry shipping tolerances (+/- 10%) or other special terms and conditions of sale for that product. The quantity stated on the invoice will be final quantity shipped.
Any shortage must be stated in writing on the carrier’s freight receipt at the time of delivery. Customer claims for shipping shortages must be received by 1X in writing, within Twenty-One (21) days from the date of invoice. Once carrier freight receipt has been signed without shortage, all risk of loss or other incidents shall pass to the customer.
7.) DEFERRAL OF SHIPMENT
Customer may defer shipment of materials for a maximum of six (6) months provided a written request for deferral is received by 1X ninety (90) days prior to the scheduled shipment date. CUSTOMER WILL BE ASSESSED A 12% PER MONTH DEFERRAL CHARGE, TO BE BILLED MONTHLY AND UPON SHIPMENT OF ORDER MATERIAL INVOICED AT THE ORIGINAL CONTRACT PRICE.
Orders may be partially or entirely canceled prior to shipment, upon written request to 1X. Cancellations are effective as of the date accepted by 1X. The customer shall pay the following percentage of the order price for each item canceled, according to the amount of time remaining between cancellation and the scheduled completion date. Charges are computed as of the date of cancellation.
|Over 90 days||50%|
|30 days and less||100%|
*Material completed or in the manufacturing process at the time of cancellation is subject to a cancellation charge of 100%. Custom products and made to order items are non-cancelable.
Permission must be obtained in writing from 1X before any product is returned. The product must be returned to 1X within 21 days or such permission shall be null and void. Material returned without prior written permission will be refused.
A restocking charge of 35% of the product value will be assessed for authorized returns of standard stock material in re-sellable condition. Made to order products, Custom Manufactured products, and Custom Cut-to-length Wire’s & Cables are Non-Returnable, Cable accessories (Glands, Connectors, Termination kits, etc) for custom cut cable are non returnable, Non-Cancelable.
The product value is determined by either the invoiced price or the current market level, whichever is lower. The customer is responsible for return freight cost.
10.) RETURNABLE REELS/RETURNABLE PROPERTY
Steel Reels are often required for transportation and storage of the product. Each reel will have an associated charge. 1X will reimburse the customer for the charge of the reel if the reel is returned within a specified timeframe as outlined below.
- Reels should be returned within 90 days from specified date on invoice unless otherwise stated on invoice.
- Reels should be returned in good condition. Normal wear is expected; charges are made only for “exceptional damage” (that which makes the reel unusable through abuse or unauthorized modifications) as determined by 1X or our reel vendor.
- Prompt notification of reels available for return should be given to 1X’s Steel Reel Manager at 1-888-651-9990.
Notification should specify:
-Charge invoice number
-Serial numbers of reels to be returned
- No reels should be returned without prior consent from 1X. Upon receipt of return notification, 1X will provide customer with complete shipping instructions. Charges incurred over and above the least-cost mode of return (as determined by 1X) by unauthorized return shipment, may be charged to the customer.
11.) ERROR, CONTRADICTION OF TERMS, ADJUDICATION
1X reserves the right to correct any clerical or stenographic error made in the preparation of orders, acknowledgments, or invoices. Corrections shall be considered as binding amendments to the original contract of sale.
1X makes no warranty or representation with regard to any patent, trademark, copyright, trade dress, or trade secret, relating to or claimed to arise from any product sold to Buyer. 1X will not and does not indemnify or otherwise hold harmless Buyer from any claim of misappropriation or infringement of any patent, trademark, trade dress, trade secret, copyright or other rights relating to any product. Buyer agrees that Buyer will not make any such claim, or seek any such indemnification, and that such a claim or demand by Buyer constitutes a breach of these Standard Terms, and that Buyer shall pay all attorney fees and other court costs incurred by 1X in defending against any such claim or demand, whether or not a legal action is commenced or filed.
Buyer agrees that in the event there is a dispute between Buyer and 1X, each party will pay their individual costs of such proceedings, including but not limited to attorney fees, court costs and other costs (including without limitation all expert witness or other fees incurred, and any and all costs charged by any law firm or attorney. Buyer agrees that any and all disputes with 1X, including not just contract but also tort claims, shall be resolved in the state or federal courts situated in Laramie County, Wyoming, and that these courts shall have the exclusive jurisdiction over all such disputes and Buyer consents to personal jurisdiction in these courts. Any legal action brought by Buyer against Seller shall be filed in the above referenced jurisdiction within one (1) year after the cause of action arises or it shall be deemed forever waived. No special terms and conditions take precedence over these general terms and conditions unless specific reference is made to any conflict, waiving the requirements of these terms and conditions. In the event any of these terms or conditions are declared invalid by the Wyoming Supreme Court, all other terms and conditions contained herein shall remain in full force and effect.
Should any 1X product prove defective due to manufacturing within 60 days from the date of invoice, upon written notice to 1X, this material will be replaced f.o.b. original destination point.
This guarantee covers the cost of replacement of the product only and does not include the cost for installation, shipping, and handling. In no event will 1X be liable to the purchaser or the ultimate user of its product or any other party, for any damages, including but not limited to, loss of profits, loss of use, cost to repair, replacement of damaged goods or property; or any other incidental or consequential damages arising out of the use of the product, even if 1X, its agents or representatives, has been advised of the possibility of such damages. This warranty is expressly in lieu of all other warranties expressed or implied including the warranties for labor charges, or merchantability, and of fitness for a particular purpose, and shall be voided if any work or modification is performed on the product without factory authorization. This limited warranty represents the complete and exclusive agreement between 1X and Buyer concerning warranties of the product and supersedes any proposal or prior agreement, oral or written, and any communications between 1X and Buyer concerning the product.
1X will not be liable for any installation costs, incidental or consequential damages or costs, or loss of profits resulting from manufacturing defects. We reserve the right to fill any order using any vendor’s product if we determine that it meets our submitted 1X Technologies product specification regardless of branding. Just as Apple works with many vendors to make the iPhone, 1X Technologies utilizes numerous vendors to help us manufacture and supply some of our products and there are times we source cables and other products to help fill orders. In event that the product purchased was manufactured for 1X by a 3rd party vendor, 1X’s vendor’s warranty shall supersede 1X’s expressed warranty in full.
THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS WARRANTY APPLIES ONLY TO COMMERCIAL OR INDUSTRIAL USERS OR PURCHASERS FOR PURPOSES OF RESALE.
Effective as of May 15th, 2015.