1X Technologies LLC – Terms and Conditions of Sale

1X Technologies Standard Terms and Conditions of Sale

1.) GENERAL

 

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.

Intellectual Property: Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights reserved by 1X, or any trademarks or service marks owned by suppliers to 1X. All materials contained are subject to the ownership rights of 1X and its suppliers. Customer shall have no right to copy or use any of the intellectual property of 1X or its suppliers without 1X’s or the applicable supplier’s permission. “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.

Confidentiality: Customer will not disclose or make available to any third party 1X’s data or other confidential, non-public or proprietary information regarding 1X without 1X’s prior written authorization.

Miscellaneous: These Terms shall be for the benefit of the Parties and not for the benefit of any other person. Customer may not assign these Terms without the express written approval of 1X. Any provision of these Terms that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be limited or eliminated to the minimum extent required by that jurisdiction, and the remaining provisions of these Terms will remain in full force and effect.

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.

 

3.) PRICES

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.

Product prices listed on the Sites are subject to verification, correction or change at any time with or without notice to Customer, and they do not include freight, handling fees, taxes, and/or duties (collectively, “Additional Fees”).  To the extent Additional Fees are displayed on the Sites, such Additional Fees are estimates only. Prices listed on the Sites at the time that Customer requests a Product quote are subject to change at any time prior to Customer placing an order for such Products or as otherwise specified on the quote. Market sensitive commodity products will be priced according to current market conditions. The purchase price for Products will equal the unit price multiplied by the quantity shipped. Any tax or other governmental charge upon the production, sale, shipment, transfer, consumption, or use of the Products that 1X is required to pay or collect from Customer shall be paid by Customer to 1X at the time of payment for the Product, unless Customer furnishes 1X with exemption certificates acceptable to taxing authorities. Such amount shall be due whether or not included on the invoice. When placing an order, Customer shall indicate which Products are tax exempt.

 

4.) PAYMENT

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 Fifteen (15) 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.

5.) DELIVERY

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.

Shortages: Any shortage must be stated in writing on the carrier’s freight receipt at the time of delivery. Customer shall promptly submit all claims for shortages in writing to 1X once Customer receives the Products; otherwise, such claims shall be waived. Quantities are subject to normal manufacturer allowances. In the case of wire and cable, such allowances are plus 10% and minus 10%. Customer will inspect the Products upon delivery and will promptly notify 1X in writing of any defect in the Products so that 1X may place the Product manufacturers on notice of the same, otherwise such Products will be considered accepted. Customer claims for shipping shortages must be received by 1X in writing, within 3 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.

 

8.) CANCELLATION

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.

TIMECharges

 

Over 90 days 50%
61-90 days 75%
31-60 days 90%
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 and non-returnable.

 

9.) RETURNS

Permission must be obtained in writing from 1X before any product is returned. The product must be returned to 1X within 10 business 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 time frame as outlined below.

  1. Reels should be returned within 90 days from specified date on invoice unless otherwise stated on invoice.
  2. 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.
  3. Prompt notification of reels available for return should be given to 1X’s Steel Reel Manager at 1-888-651-9990.

Notification should specify:

-Original consignee

-Date shipped

-Charge invoice number

-Serial numbers of reels to be returned

  1. 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.

12.) WARRANTY

If the item you received is defective upon receipt, please contact your sales representative or Customer Service at 1-888-651-9990 (9:00am – 6:00pm US Mountain Time Monday through Friday) to have the item replaced.

Product Warranties as an Authorized Distributor: 1X Technologies partners with a highly specialized supply chain and is therefore an authorized distributor of a variety of electrical products and accessories. As an authorized distributor, you can rest assured the items purchased come with the manufacturer’s warranty. If the item you purchased isn’t working properly, please consult the product manual (which is included with the item) for troubleshooting information. Should you require additional assistance, please contact the product’s manufacturer directly or let your sales representative know and we will do our best to help get you to the right person.

1X hereby transfers and assigns to Customer any and all transferable warranties made to 1X by the manufacturer of the Products and any intellectual property indemnity from the manufacturer of such Products, and 1X makes no warranty beyond those manufacturer warranties provided through such transfer and assignment. Customer’s sole and exclusive remedy for any alleged defect, failure, inadequacy, or breach of any warranty related to Products shall be limited to those warranties and remedies provided by the manufacturers of those Products, all of which are hereby assigned by the 1X to Customer.

Customer Warranties. Customer represents and warrants that it is not designated on, or associated with, any party designated on any of the U.S. government restricted parties lists, including without limitation, the U.S. Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Customer acknowledges that it is an independent contractor and represents, warrants, and covenants that it has not paid, offered or agreed to pay, authorized the giving of, or caused to be paid, directly or indirectly, money or anything of value to any foreign official (as defined in the U.S. Foreign Corrupt Practices Act, as amended), a foreign political party or party official, or any candidate for foreign political office in connection with the purchase and resale of the Products ordered from 1X.

LIMITATION ON CUSTOMER’S RECOVERY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT, EITHER FOR PRODUCTS MANUFACTURED BY 1X OR THOSE THAT ARE NOT, SHALL CUSTOMER BE ENTITLED TO RECOVER MORE THAN THE PRICE OF THE PRODUCTS PROVIDED HEREUNDER FROM 1X FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR THE MANUFACTURE, SALE, DELIVERY OR USE OF THE PRODUCTS DELIVERED PURSUANT TO THESE TERMS BASED ON ANY THEORY OR CAUSE OF ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR STRICT LIABILITY.

LIMITATION OF CUSTOMER’S DAMAGES: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT, EITHER FOR PRODUCTS MANUFACTURED BY 1X OR THOSE THAT ARE NOT, SHALL CUSTOMER BE ENTITLED TO RECOVER ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES FROM 1X, FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR THE MANUFACTURE, SALE, DELIVERY OR USE OF THE PRODUCTS DELIVERED PURSUANT TO THESE TERMS BASED ON ANY THEORY OR CAUSE OF ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR FOR PUNITIVE DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE DIRECTLY AND PROXIMATELY CAUSED BY PRODUCTS YOU PURCHASE FROM 1X, OR FOR OUR FRAUD, GROSS NEGLIGENCE OR INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT.

DISCLAIMER OF 1X’S WARRANTIES: THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF, AND 1X DISCLAIMS AND CUSTOMER WAIVES, ALL OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND OF ANY OTHER TYPE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW (STATUTORY OR OTHERWISE) AND WHETHER OR NOT OCCASIONED BY 1X’S NEGLIGENCE.

These Terms shall be for the benefit of the Parties and not for the benefit of any other person. Customer may not assign these Terms without the express written approval of 1X. Any provision of these Terms that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be limited or eliminated to the minimum extent required by that jurisdiction, and the remaining provisions of these Terms will remain in full force and effect.

Effective as of May 15th, 2015.

Version: US05152015

These Terms were last revised on October 1st, 2018