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FTL Systems: SALES & SUPPLIER TERMS:

FTL Systems Sales Terms:


1.0 Definitions

FTL Systems below refers to FTL Systems Inc. (MN C Corp) if you are quoted inside the US. If you are quoted in the rest of the world by FTL Systems BV (NL) or a subsidiary in the FTL Systems Corporate Group, then FTL Systems below refers to FTL Systems BV or its local subsidiary outside the US. FTL Systems Inc. is not affiliated with the FTL Systems Group other than as an exclusive importer to the US.


2.0 Ordering

You may order FTL Systems Products by sending a purchase order referencing a quote to FTL Systems with a deposit and signed copy of these terms and conditions. FTL Systems Products are not offered for sale until FTL Systems has accepted your purchase order. By ordering an FTL Systems Product in you agree that these terms apply to any order accepted by FTL Systems. If payment is received against a Quotation the Quotation is assumed to be accepted by the customer as if signed.

Products may be subject to selective availability and thus may not be offered for sale. Export controls and trade laws may apply to hardware, software licenses and services supplied by FTL Systems.

If the order is accepted, prices will be the ones appearing on the latest valid budgetary quote supplied by FTL Systems in your country. Such prices are inclusive of all discounts but exclude all sales, use, state and local taxes and duties other than taxes on FTL Systems income.

You may publicly state that you are an FTL Systems customer after acceptance of the purchase order and FTL Systems may identify you as a customer. However neither party may either quote the other or identify specifics associated with FTL Systems Products or your applications unless approved in writing by the other.

Payments are due Net 30 days after Product shipment or incremental provision of services unless other payment terms are noted on the quotation. Some Products require an initial deposit on order acceptance as noted in the quotation. Title to all products remains with FTL Systems until they are fully paid for.


3.0 Delivery

FTL Systems ships Products under internationally accepted terms for delivering goods specified by INCOTERMS 2018 or its latest update. These terms and any specifics appearing on your quotation govern important points such as when you become responsible for any loss in transport and transportation costs. Delivery of an order containing multiple items may be divided into multiple shipments. When a specific item has been delivered, you are considered to have accepted that item.

On your quotation or at latest upon acceptance of your order a good faith timescale for Product shipment will be provided. This is a good faith estimate, not a guarantee. Schedule updates are available on request. Once accepted, purchases are non-cancelable and non-returnable unless otherwise agreed by FTL.

Hardware delivered to you may include new or refurbished parts of domestic or international origin as identified on any applicable quotation and the Product specification sheets. Rights to this hardware only include the physical embodiment. All patent, copyright, trademark and intellectual property rights remain with FTL Systems or its suppliers.

Software deliveries, including software built into hardware Products (firmware), include only media and a restricted and limited license to use the software, as provided by FTL Systems, internal to your business. FTL Systems or its suppliers retains all other rights in the software including patent, trademark, copyright and secrets embodied in the binary. Your restricted and limited license includes rights to:

You agree not to use or allow others to use delivered Products in order to develop a comparable or competing Product. Any violation of this clause obligates the purchaser to reimburse FTL Systems for all direct and indirect damages as well as granting an injunction against any derivative products.

Other rights may be conveyed by specific software license agreements conveyed with the software.

Unless explicitly excluded by software license agreements accompanying the software you agree not to:

Software license agreements between you and FTL Systems may define additional business aspects associated with the software including:

Service deliveries may include support, customization or training in accordance with the statement of work contained in the quotation terms and for the internal use of your organization, not for re-sale or transfer other than in the course of selling your relevant business unless the statement of work provides otherwise. Services are accepted as they are provided unless the specific statement of work provides otherwise. Support services are provided for a fixed fee, for a fixed time period and at a fixed location.

Services are provided in conjunction with contemporary FTL Systems Products. Specifically, unless accepted in the statement of work, the associated Products must be:

The statement of work may include specification of limited authorized contacts within your organization. Such contacts must be technically qualified to perform the actions anticipated for your organization in the statement of work.

Support agreements include an initial term during which support services may not be ended. Agreements may include additional support periods in accordance with the applicable quotation. By default, support automatically renews. You are responsible to notify FTL Systems within 30 days of expiration if you do not want to renew, otherwise FTL Systems will automatically renew.


4.0 Warranties

NOTHING IN THIS STATEMENT OF LIMITED WARRANTY AFFECTS ANY STATUTORY RIGHTS OF CONSUMERS THAT CANNOT BE WAIVED OR LIMITED BY CONTRACT.

The warranties provided by FTL Systems in this Statement of Limited Warranty apply only to the Products that you purchase from FTL Systems for your use, and not for resale.

FTL Systems warrants that the hardware is free from defects in materials and workmanship and conforms to its Specifications. Restrictions and Limitations include the following:

Above is the only warranty provided with hardware.

Software warranties are restricted and limited to insuring that the media may be free of faults under normal usage for 90 days after delivery. Media warranty is limited to replacement of the faulty media or refund for the fee paid. This is the sole software warranty.

Service warranties are restricted and limited to insuring that services are performed in a good and competent way for 90 days after FTL Systems provides a service. Faulty services may be put right by providing the service again to correct a fault or providing a credit or refund equal to the cost of the faulty service. This is the sole service warranty.

This warranty does not cover the following:

  1. failure or damage resulting from misuse (including, but not limited to, use of any hardware, software, or media other than that authorized by FTL Systems in writing), accident, modification, unsuitable physical or operating environment, operation in other than the specified operating environment or improper maintenance by you or a third party;
  2. failure due to events beyond FTL Systems control;
  3. failure caused by a product for which FTL Systems is not responsible;
  4. any non-FTL Systems products, including those provided with, or installed on, an FTL Systems machine at your request;
  5. accessories, supply items and consumables, and structural parts (for example, frames and covers). Unless specified otherwise, batteries are considered a consumable item and are not warranted. If warranted, FTL Systems will specify the warranty in the specification and service documentation which ships with the Machine;
  6. service of machine alterations;
  7. service of a machine on which you are using capacity or capability, other than that authorized by FTL Systems in writing; and
  8. certification in your country for the machine's connection by any means to interfaces of public telecommunications networks unless FTL Systems specifies otherwise in the Product announcement and service documentation that ships with the machine. Further certification may be required by law prior to making any such connection.

The warranty is voided by removal, alteration or swapping of identification labels on the machine or its parts.

FTL Systems does not warranty that Products will be free from errors, run without interruption or meet any specific application requirement. There are no implied warranties beyond those explicit above.

Any technical or other support provided for a machine under warranty, such as assistance with "how-to" questions and those regarding machine set-up and installation, is provided WITHOUT WARRANTIES OF ANY KIND.

For warranty service, please contact FTL Systems via a support form on this web site, or contact your local FTL Systems representative.

Unless FTL Systems specifies otherwise, these warranties apply only in the country or region in which you purchased the Machine.

THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF TITLE OR NON-INFRINGMENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED IN DURATION TO THE WARRANTY PERIOD. NO WARRANTIES APPLY AFTER THAT PERIOD. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.


4.1 Damages and Limitation of Liability

Circumstances may arise where, because of a default on FTL Systems part or other liability, you may be entitled to recover damages from FTL Systems. Regardless of the basis on which you are entitled to claim damages from FTL Systems (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), FTL Systems' entire liability for all claims in the aggregate arising from or related to each Product or Service or otherwise arising under this Agreement will not exceed the amount of any actual direct damages up to the greater of $100,000 or the charges (if recurring, 12 months' charges apply) for the Product or Service that is the subject of the claim. It is the maximum for which FTL Systems is responsible.

The following amounts are not subject to a cap on the amount of damages:

  1. payments referred to in the Intellectual Property Protection section below; and
  2. damages for bodily injury (including death) and damage to real property and tangible personal property for which FTL Systems is legally liable.

Except as expressly required by law without the possibility of contractual waiver, under no circumstances is FTL Systems liable for any of the following even if informed of their possibility:

  1. loss of, or damage to, data;
  2. special, incidental, exemplary, punitive or indirect damages or for any economic consequential damages; or
  3. lost profits, lost income, lost business, lost economic advantages, incidental and consequential damages, lost revenue, loss of goodwill, or loss of anticipated savings.


5.0 Intellectual Property & Confidential Information

Purchase of an FTL Systems Product or service does not convey rights to use, remove, alter or augment FTL Systems trademarks. No license is conveyed to add other trademarks to FTL Systems Products or services unless approved in writing by FTL Systems. Products may be referred to by their full names in ways that are materially accurate and meet FTL Systems trademark and logo use restrictions.

Confidential Information

Confidential business information you provide FTL Systems or FTL Systems provides you must be visible marked in writing and shall not be released to third parties without explicit written permission of the information owner. Examples of such confidential business information include but are not limited to:

These limitations do not apply to information already in your possession, developed independently by you, received from a third party under no obligation of Confidentiality, information which is or becomes known to the general public through no fault of a party which provided the information. The information owner must be provided notice of any efforts to legally breach Confidentiality of their information and allowed to challenge at the owner's expense.

Intellectual Property License

Intellectual property provided solely as a service conveys a fully-paid license to use the intellectual property internally for your business and to transfer the intellectual property only along with materially all related parts of your business. Such transfer requires that the party receiving agree in writing to comply with these terms. FTL Systems retains ownership of the intellectual property and you agree to work with FTL Systems to maintain such ownership.

Infringement or Legal Action Surrounding Use of Intellectual Property

If anyone brings legal proceeding against you claiming that any Product you purchase from FTL Systems without modification infringes on their patent, copyright or misuses their trade secrets, FTL Systems will defend against or settle such claims at FTL Systems expense and you agree to let FTL Systems do so, provided that you:

  1. promptly notify FTL Systems in writing of the claim;
  2. allow FTL Systems to control, and cooperate with FTL Systems in, the defense and any related settlement negotiations; and
  3. are and remain in compliance with the Product's applicable license terms and your obligations.

FTL Systems will protect you from liability for all your direct damages and costs related only to the claim awarded by the court making the final decision in the case. If the court recognizes a valid claim or FTL Systems believes that a valid claim may be made relative to unmodified hardware or software provided by FTL Systems, if practical FTL Systems will either obtain a license to use the Product unmodified, alter or replace the Product without cost so that it may materially obtain the same result as when first offered. If FTL Systems deems that none of these approaches is practical, you agree to stop using the Product and return the Product to FTL Systems. FTL Systems will refund the price you paid for the Product less an allowance for benefit you have already gained from using the Product consistent with a five year lifetime. If the claim relates to a service provided by FTL Systems, FTL Systems reserves the right to alter or cease provision of the service with a refund for any prepaid service fees.

You agree not to attempt to settle any claims without FTL Systems written permission.

FTL Systems is not responsible for defense of claims resulting from:

Modifications (additions and exceptions) to the above must be in writing and may appear in FTL Systems Product licenses.

These terms are the only responsibility FTL Systems has for claims a third party brings against you for Products that you bought from FTL Systems and which may have infringed on the patent, copyright, trademark or trade secrets of another.

If you provide FTL Systems information which results in such claims by a third party against FTL Systems, you will defend and protect FTL Systems in the same way as that described above.

6.0 General Information

You agree to retain all documentation needed to identify and locate Products supplied to you by FTL Systems for a period of at least three years. Furthermore you agree to let a mutually acceptable audit firm carry out, during normal business hours, an audit of documentation reasonably needed to insure compliance with contract terms and software licenses. Such audit, if requested, is done at FTL Systems expense unless a material departure from the agreed terms is discovered, in which case you agree to cover the audit expense and any damages identified above. Any information gained during this audit will remain Confidential to you. Audits will minimize inconvenience to your business and will not occur more than once per calendar year unless there is tangible evidence that contract terms are not being met.

FTL Systems may transfer its rights under any purchase order, including the right to payment. Support for Products and services may be transferred or by appointment unless restrictions are agreed to in the statement of work for services. Nothing in such transfer may change FTL Systems' responsibility to you.

Your rights and obligations under an open purchase order may not be transferred without FTL Systems written agreement, however such agreement will not be unreasonably withheld if FTL Systems accepts the financial security of the company that would be performing under the purchase order instead of you. Upon written notice to FTL Systems, you may sell any hardware Product and transfer your license for any software Product provided you owned the Product for at least one year and the person buying the hardware or software license agrees to comply in writing with the terms in this document and any specific license terms associated with the Product.

Notices related to these contract terms must be delivered in a way that provides reasonable proof of delivery including e-mail, physical mail or FAX as long as there is a return-receipt acknowledged. Such notices are effective on delivery. FTL Systems will send notices to your registered office.

Nothing in these terms makes you and FTL Systems agents, trustees, partners or employees of the others firm. You and FTL Systems are independent contractors without right to commit the other to any obligation. You agree not to offer employment to anyone at FTL Systems you have come into contact with for one year after delivery is concluded without FTL Systems's written permission. FTL Systems agrees not to hire your employees for a period of one year. These restrictions do not apply if the initial employment inquiry results from a publicly advertised job opening.

These contract terms come into force when you issue a purchase order for a Product or service. They end after all obligations, by their nature, have been discharged in accordance with these terms.

Contract terms appearing here are governed by Minnesota and United States law, applied as if you and FTL Systems entered into an agreement to provide the Products and services. United Nations Convention on Contracts for the International Sale of Goods and state / county rules on Conflict of Law do not apply.

You and FTL Systems agree to make all reasonable efforts to negotiate a settlement to any disputes without recourse to courts. If negotiations do not produce a settlement within 90 days of notice that a dispute existed, either party may take the dispute to a court or tribunal in Minnesota, US. Nothing in this precludes the right to injunction or warranty relief.

These terms, together with other documents included within a quotation constitute a contract. The contract terms are accepted when a purchase order you provide is combined with an acceptance by FTL Systems. A quotation from FTL Systems and these terms take priority over any terms in a purchase order. The contract may be modified only in writing and does not include spoken discussions, presentations, proposals, emails or anything in a purchase order which is inconsistent with the above terms or which places additional obligations on FTL Systems.

Other

In order to conduct business, you authorize FTL Systems to retain and utilize contact personal information associated with marketing, sale, delivery and support of FTL Systems Products. FTL Systems may make this information available to FTL Systems in other countries as needed and to people FTL Systems appoints as agents to provide marketing, sale, delivery and support while meeting terms of a purchase order. You agree to make your authorized contact person aware of how their personal information is being used and to get their consent in writing. On request, FTL System will provide information on how the information is processed and stored. You agree to defend and indemnify FTL Systems, at your expense, if your authorized contact person brings claims against FTL Systems for reasonable use of their contact information to provide marketing, sales, delivery and support. FTL Systems will otherwise protect such contact information as Confidential to you.

The following signature block may be replaced by inclusion of these terms and conditions by reference to the applicable FTL Systems web site in a quotation which is signed by both the customer and FTL Systems or for which payment has been accepted by FTL Systems.

Executing for Customer:   Executing for FTL Systems:
Signature   Signature
Printed Name   Printed Name
Date   Date
Company Role / Title   Company Role / Title
Address   Address
Phone Number   Phone Number
Email   Email