By using this web site and/or purchasing products from SpiritPMA (SPMA), the Buyer agrees to the following:
TERMS AND CONDITIONS
The Buyer is solely responsible for the selection of any product and/or service to achieve the Buyer’s goal or intent. SPMA bears no responsibility for selections made. All pictures, illustrations, and descriptions of products and/or services are intended as generalized information and, while SPMA endeavors to be accurate in all matters, actual products may differ. The Buyer agrees that SPMA advertises power tests and, while every effort is made to be accurate, SPMA is not liable for mistakes, typos, or other issues outside of SPMA’s control.
The Buyer agrees and accepts that all materials, descriptions, designs, and any other artwork on the SPMA website are the sole property of SPMA whether formally copyrighted or not. The Buyer agrees to not reprint, retransmit, copy or otherwise disseminate by any means what is on the SPMA website. The Buyer agrees that all downloadable files and related information will not be reprinted, retransmitted, copied or otherwise disseminated by any means without the written permission of SPMA.
Buyer is solely responsible for site selection where equipment is to be used for renewable power generation.
SPMA hereby agrees to sell to the Buyer certain products described by the buyer in an order to purchase products (“Purchase Order”), and the Buyer agrees to purchase from SPMA certain products (the “Products”) described in such Purchase Order on the terms and conditions set forth below.
3. PRICING, PURCHASE AND PAYMENTS
Prices, products, and service are subject to change without notice. Prices as set in the Purchase Confirmation will be applied. Prices are without installation or assembly, except where specified. Shipping and packaging are at additional charge, unless otherwise specified different in the acknowledgement of order.
The Buyer will pay SPMA the price (the “Purchase Price”) for Products specified in the Purchase Order under the agreed terms. All payments under any invoice shall be made to SPMA in U.S. dollars by wire transfer or check without any set-off or counterclaim, at the bank or at the address specified on SPMA’s invoice. Credit card payments are accepted.
Past due amounts: If the Buyer fails to pay the Purchase Price or other amounts owing pursuant to SPMA invoice on the due date, the Buyer will pay interest on the amount due at the rate of 1.5% per month (18% per annum), compounded on the last day of each and every month; provided that notwithstanding the foregoing, the rate of interest payable under this Agreement will not be higher than the highest rate of interest permitted by applicable law. The Buyer will also pay any collection agency fees that SPMA incurs as a result of past due amounts. Returned, dishonored or NSF checks will incur an additional $40 fee. The Buyer will pay all costs of collection including, but not limited to, reasonable attorney fees should all or any part of this account be placed for collections.
4. CREDIT REPORT
The Buyer authorizes SPMA from time to time to obtain one or more credit reports from any reporting agency and to obtain information regarding the Buyer from any bank or creditor of Buyer.
Prices do not include any taxes. Any taxes which, under any existing or future law, SPMA may be required to pay or collect with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the Goods shall be paid by Buyer to SPMA on SPMA’s demand.
Any time or date for delivery specified in a Purchase Order or acknowledgement of such Purchase Order is an estimate only, and SPMA will not be liable to Buyer for the consequences of any delay. Risk of loss or damage, and title, to the Products will pass to the Buyer upon delivery of the materials to Buyer or Carrier, whichever occurs first.
The Buyer is solely responsible for the installation of any product purchased. Suitability of the installation site for renewable power generation is solely the Buyer’s responsibility.
8. INSPECTION AND ACCEPTANCE
The Buyer shall, not later than ten (10) business days following receipt of any of the Products, notify SPMA of any discrepancies in the quantity or quality of those Products, If the Buyer fails to provide such notice to SPMA within such period of time, without prejudice to Section 13 below, those Products shall be conclusively deemed to have been received and accepted by the Buyer without defects.
Products normally carried as stock in SPMA inventory which have been shipped as ordered may be returned “unused” within 30 days from the date of purchase for credit only upon SPMA’s prior written authorization. All such returned products must be accompanied by a copy of the invoice and a Return Merchandise Authorization from SPMA for a restocking charge in the amount of 20% of the Purchase Price to be subtracted from the value of the return. In addition to “unused”, the Product must not have been installed or connected to electrical power, must be in original packaging and only full kits may be returned. No partial kits will be accepted. Buyer is responsible for proper packaging to insure safe return. Buyer is also responsible for all freight charges associated with returning products to SPMA and assumes all risk in the return transport; including loss and/or damage. All returns are subject to a final count and inspection by SPMA upon arrival. Credit will not be issued for damaged products, used products, items with missing parts, obsolete products, or in the event that the Product is received in a condition that prevents it being sold as new.
10. SUSPENSION OF DELIVERY AND FORCE MAJEURE
SPMA will not be liable, or be held in breach of any of its obligations, for any failures or delays if such delay is the direct or indirect result of a force majeure event such as: Strikes or differences with workers, any Act of God, fire, floods, hurricanes, earthquakes, accidents, action of any governmental authority or agents foreign or domestic, war, insurrection or riots, acts of terrorism, freight embargos, sabotage and any other hindrances beyond the control of SPMA’s obligation to perform which diminish, delay or prevent production, shipment, acceptance or use of the goods, or make it an unreasonable proposition shall relieve SPMA from its obligation to supply or take delivery, as the case may be, as long as and to the extent that the hindrance prevails. If, as a result of the hindrance, supply and/or acceptance is delayed by more than eight weeks, either party shall have the right to cancel the contract. Should SPMA’s suppliers fail to supply him in whole or in part, SPMA shall not be under obligation to purchase from other sources. In such cases, SPMA shall have the right to distribute the available quantities among his customers while at the same time taking into account his captive requirements.
11. SPECIAL ORDER, CUSTOM-BUILT AND NON-STOCK ITEMS
Custom-built, specially-manufactured, and non-stock items ordered by Buyer shall be non-cancelable and non-returnable. This includes all drop shipments directly from the manufacturer.
This order may be cancelled or modified only by written agreement between Buyer and SPMA. Buyer’s insistence upon canceling or suspending fabrication or shipment, or Buyer’s failure to furnish specifications when required, may be treated by SPMA as a breach of contract by Buyer, and SPMA may cancel any unshipped balance of Goods without prejudice to any other remedies SPMA may have.
13. LIMITED WARRANTY
A renewable energy system consists of components that are manufactured and/or assembled by SPMA as well as electrical and electronic components that are purchased from other vendors and passed through to the buyer in order to provide a complete system. The components which are passed through will carry the original manufacturer’s warranty under their terms. Warranty periods vary by component up to a five (5) year period. SPMA warrants to Buyer that the products will be free from defects in material and workmanship for a period of twelve (12) months, following the date of delivery to the Delivery Location.
The Buyer agrees that because SPMA cannot control how a product is used, SPMA bears no responsibility for the performance of its products once installed.
Buyer will bear the costs of access, de-installation, re-installation and transportation of the Products to SPMA and back to Buyer. Any repair of replacement pursuant to the limited warranty will not extend the Warranty Period. SPMA does not warrant the Products, or any repaired or replacement parts, against normal wear and tear or corrosion. This limited warranty and remedy are expressly conditioned upon (i) Buyer’s payment of the purchase price in full, (ii) Buyer giving written notice of the defect, reasonably described, to SPMA with ten (10) days of the time when Buyer discovers or ought to have discovered the defect, (iii) the storage, installation, operation, use, and maintenance of the Products in compliance with the instruction, (iv) the existence of proper records of Buyer’s operation and maintenance of the Products during the Warranty Period, (v) Buyer providing SPMA with a reasonable opportunity to examine the Products and the aforementioned records, and (vi) the absence of any unauthorized modification of repair of the Products, including without limitation the removal or alteration of any serial numbers or warranty date decals.
The Buyer agrees the warranty is voided if: the case is opened for any reason, the voltage generated exceeds 600 volts, the product is improperly installed, improperly used, or the product is damaged in any way and that SPMA will be the final decider in all cases. Damage from lightning strikes and natural disaster are not covered under this warranty.
The Buyer agrees that SPMA’s liability in all cases is limited to replacing the product or refunding the purchase price. SPMA will be the decider in all cases.
TO PROTECT PATENT RIGHTS, ALL ALTERNATORS ARE SOLD AS PROTOTYPES.
14. BUYER’S SPECIFICATIONS
Where the Buyer is to provide specifications, the Buyer will provide such specifications within reasonable time so as to enable SPMA to complete the design, form and materials of the Products to an extent which the Buyer can reasonably be expected to accept; and provided that this does not result in a fundamental transformation of the Products. Claims arising from or due to specifications, drawings or designs supplied by the Buyer, including, without limitation, intellectual property infringement claims, shall be the sole responsibility, and will be dealt with at the sole expense, of the Buyer, and the Buyer shall indemnify, defend and hold harmless SPMA from and against all actions, causes of actions, damages, losses, injury, costs, expenses, and liabilities whatsoever, (collectively, the “Claims and Liabilities”) arising out of or by virtue of any such claim.
The Buyer agrees to hold harmless and indemnify SPMA, its officers, agents and employees, from any and all liability, loss, damages, costs, loss of revenue, loss or use or anticipated profits, diminution or loss of value or costs associated with, or expenses which are sustained, incurred, or required arising out of the installation, operation and/or use of any product manufactured or supplied by SPMA. All legal matters will be controlled by Texas law and all legal matters will be resolved in a venue of SPMA’s choosing. The Buyer further agrees to pay all expenses incurred by SPMA, its officers, agents and/or use of any product manufactured or supplied by SPMA.
SPMA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER CONCERNING THE MATERIALS AS IS. SPMA DOES NOT ADOPT OR AFFIRM ANY OF THE WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, MADE BY ANY OF THE MANUFACTURERS OF ANY OF THE MATERIALS DESCRIBED HEREIN. SPMA SHALL NOT BE LIABLE TO BUYER OR BUYERS’ CUSTOMER FOR ANY INCIDENTAL OR CONSEQUENCIAL DAMAGES. IN ANY EVENT, SPMA’S LIABILITY SHALL NEVER EXCEED THE PURCHASE PRICE OF THE GOODS WHICH ARE THE SUBJECT OF THE CLAIM, WHETHER OR NOT SUCH GOODS HAVE BEEN INSTALLED OR MADE PART OF AN IMPROVEMENT TO REAL OR PERSONAL PROPERTY.
17. AMENDMENT AND WAIVER
No amendment, supplement, consent or waiver, express or implied, to or of any provision of this Agreement will be effective unless in writing signed by the parties hereto and then only in the specific instance and for the specific purpose given.
The Buyer will not assign or transfer this Agreement or any of its rights hereunder without SPMA’s prior written consent, which consent may be withheld at SPMA’s sole discretion.
19. LAW AND ARBITRATION
This Agreement will be governed by and interpreted exclusively in accordance with the laws of the State of Texas, without reference to provisions concerning conflicts of laws. The provisions of the United Nations Convention on Contracts for the Sale of Goods are hereby excluded. Any controversy or claim arising out of/or relating to this Agreement, or the breach of it, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be Houston, Texas, United States of America. There shall be one arbitrator.
If any provision of this Agreement is found by any court or arbitrator to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected thereby.
21. ENTIRE AGREEMENT
Unless a separate written agreement is entered into between SPMA and the Buyer either modifying these terms and conditions or setting forth which terms will control, this Agreement constitutes the entire contract between the parties concerning the subject.
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