IMPORTANT – READ CAREFULLY: BY PURCHASING A FREEFLY PRODUCT YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THIS AGREEMENT IS SUBJECT TO CHANGE WITHOUT NOTICE, FROM TIME TO TIME IN OUR SOLE DISCRETION.
1. These terms (“Agreement”) govern the sale of Freefly branded goods (“Product”) between Freefly Systems Inc. (“Freefly”) and the Buyer (“Buyer”). This document acknowledges receipt of the Buyer’s order by Freefly, and confirms the sale of Product evidenced by the invoice as expressly conditioned on the Buyer’s acceptance of the terms and conditions set forth herein.
2. PRICES– All published prices are subject to change without notice. Written quotations shall expire thirty (30) calendar days from the date of quotation unless withdrawn in writing sooner. Verbal quotations are provided for budgetary guidance only. Unless otherwise specifically stated, prices are in U.S. Dollars.
3. TERMS OF PAYMENT
4. DELIVERY AND ACCEPTANCE– Unless otherwise provided by Freefly in writing, all Product shipments shall be made Carriage Paid to Destination (CPT-Destination) from the Freefly facility at Woodinville, Washington, at which time the title, risk of loss or damage shall pass to the Buyer when the products are transferred to the carrier. Buyer shall be the importer of record for all purchased products, if applicable. Licensing requirements for importation to non-U.S. countries is the sole obligation of the Buyer. In the absence of specific shipping instructions from the Buyer, Freefly will ship by the method it deems, in its sole discretion, most advantageous. Transportation charges will be collected prior to shipment. Unless otherwise specified, products will be shipped in standard commercial packaging. When special packaging or export instructions are requested by the Buyer, any additional costs will be the responsibility of the Buyer. Freefly reserves the right to reject certain shipping or packing methods. All sales where Buyer opts to use Buyer’s preferred freight forwarder, the shipments will be made “ex works” (Incoterms 2010) from Freefly’s facility, Woodinville, Washington. Freefly shall use reasonable efforts to notify Buyer of any anticipated delays in delivery. Freefly will not be liable for any loss, damages or penalty resulting from delay in delivery. Acceptance of the Product by the Buyer shall occur no later than fourteen (14) days after receipt of Product. Product not rejected during this fourteen-day period shall be deemed accepted, and all returns shall be handled in accordance with Section 7 (Returns). Product cannot be rejected by Buyer based on criteria that were unknown to Freefly or based on test procedures that Freefly does not conduct.
5. RESTRICTIONS ON USE– Buyer will not cause or permit the modification or reverse engineering of software, electronics or sealed components of Freefly Product without express written consent from Freefly. Buyer will not develop or use non-Freefly approved products or software that plug into or directly affect the function or performance of Freefly Product without express written consent from Freefly. Buyer will not cause or permit any reverse engineering of Freefly Product. Buyer will not provide repair services for Freefly Product without the express written consent from Freefly. Buyer will not use Freefly’s trademarks, including as part of a domain or company name or in keywords or online search optimizations, without the express written consent from Freefly.
6. WARRANTY- Freefly warrants all products will be of good quality and workmanship and free from material defects. Upon the expiration of the time periods below, all liabilities of Freefly will terminate. In no event shall Freefly be liable for consequential damages. Freefly may use refurbished parts for repairs or replacements. Certain products may be subject to a separate software license agreement.
Freefly products are compatible with Freefly software, Freefly parts and Freefly products only. Use of any software, parts, or products, other than Freefly or Freefly approved software, parts, and products, which plug into or directly affect the function or performance of Freefly products voids any and all warranties.
EXCEPT AS SPECIFICALLY SET FORTH ABOVE, FREEFLY AND ITS LICENSORS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO THE FREEFLY PRODUCT OR ANY COMPONENT THEREOF, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. FREEFLY AND ITS LICENSORS DO NOT WARRANT THE PERFORMANCE OR RESULT OF THE FREEFLY PRODUCT.
THE SOLE REMEDY UNDER THIS WARRANTY SHALL BE THE REPAIR OR REPLACEMENT FOR DEFECTIVE PARTS AS STATED ABOVE. THIS WARRANTY IS THE SOLE WARRANTY GIVEN BY FREEFLY AND IS IN LIEU OF ANY OTHER WARRANTIES EITHER EXPRESS OR IMPLIED. THIS WARRANTY EXTENDS TO THE BUYER AND IS NON-TRANSFERABLE TO OTHER THIRD PARTIES. FREEFLY WILL NOT BE LIABLE FOR ANY PROPERTY DAMAGE, LOST TIME, OR LOST DATA RESULTING FROM THE FAILURE OF ANY PRODUCT OR EQUIPMENT OR FROM DELAYS IN SERVICE OR THE INABILITY TO RENDER SERVICE.
7. RETURNS– Buyers must obtain a Return Merchandise Authorization (“RMA”) prior to the return of any Product. Product, except batteries, may only be returned for refund within fourteen (14) days of original delivery by Freefly at shipped address specified by Buyer, provided the Product is in as new condition and passes Freefly quality control.
8. LIMITATION OF LIABILITY– IN NO EVENT SHALL FREEFLY OR ITS LICENSORS BE LIABLE TO BUYER FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS (HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY), EVEN IF FREEFLY OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL FREEFLY’S OR ITS LICENSORS’ LIABILITY FOR A PRODUCT (WHETHER ASSERTED AS A TORT CLAIM, A CONTRACT CLAIM OR OTHERWISE) EXCEED THE AMOUNTS PAID TO FREEFLY FOR SUCH PRODUCT. NOT WITHSTANDING ANYTHING IN THIS AGREEMENT, IN NO EVENT SHALL FREEFLY’S LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY BUYER TO FREEFLY FOR PRODUCT IN THE LAST TWELVE (12) MONTHS. IN NO EVENT WILL FREEFLY OR ITS LICENSORS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY BUYER. IN NO EVENT WILL FREEFLY OR ITS LICENSORS BE LIABLE FOR DAMAGES ARISING OUT OF ANY LATE DELIVERY. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY TO ALL LIABILITIES THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHERE THE DAMAGES ARISE OUT OF OR RELATED TO THIS AGREEMENT.
9. INDEMNIFICATION– Buyer shall indemnify, defend, and hold Freefly and Freefly’s officers, agents, other representatives and licensors harmless from all demands, claims, actions, causes of actions, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses incurred (including fees and disbursements of legal counsel) of every kind (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused by Buyer’s misuse of the product or by the negligent or willful acts or omissions by the Buyer, or (ii) based on any breach of this Agreement by Buyer.
10. PROPRIETARY INFORMATION– Freefly retains itself and its licensors all proprietary rights, including without limitation all patent, trademark, trade secret, copyright and other intellectual property rights in and to all Freefly designs, manufacturing processes, engineering details, and other data pertaining to any Product sold except where the rights have been assigned pursuant to a written agreement with a corporate officer of Freefly. The Products are offered for sale and sold by Freefly on the condition that such sale does not convey any right, express or implied, stated or otherwise, under any intellectual property or manufacturing process. Freefly and its licensors expressly reserve all intellectual property rights in the product. Without limiting the foregoing, all software included in the Products (including any updates to such software provided to Buyer, if applicable) is licensed to Buyer, not sold, and Buyer shall not transfer any such software apart from the Product, or modify, decompile, disassemble or reverse engineer or otherwise attempt to derive the source code of such software.
11. TAXES– Prices do not include any sales, local or other similar taxes. Where applicable, taxes will be shown on and added to your invoice. All such taxes shall be paid by Buyer.
12. RESALE– Buyer certifies and agree that Buyer is purchasing Freefly Product for Buyer’s own use only and not for resale. Buyer shall not resell Freefly Product or remove components from Freefly Product for resale.
13. NON-WAIVER– Failure of Freefly to insist upon strict performance of any terms and conditions herein shall not be deemed a waiver of any subsequent default of terms and conditions thereof.
14. LAW GOVERNING AND EXCLUSIVE JURISDICTION– This Agreement is to be interpreted in accordance with the laws of the State of Washington, United States of America. The sale of any Freefly Product to Buyer is considered to have taken place in King County, Washington and shall be governed by this Agreement. This Agreement will not be governed by the conflict of law rules or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Exclusive jurisdiction for any dispute arising from the terms and conditions of this Agreement shall be King County, Washington and both Buyer and Freefly waive all rights to have a dispute brought elsewhere.
15. FORCE MAJEURE– Freefly shall not be liable for any delay or failure in performance caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failures, or any other causes beyond the control of Freefly. Quantities are subject to availability. In the event of shortage, Freefly may allocate sales and deliveries in its sole discretion.
16. HEADINGS– The section headings used herein are for convenience only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.
17. SEVERABILITY– If any of the terms and conditions of this Agreement are held to be invalid under any applicable statue or rule of law, they are, to that extent, deemed omitted.
18. ENTIRE AGREEMENT– These terms and conditions constitute the entire and exclusive agreement between Buyer and Freefly concerning the products and Buyer’s purchase hereunder and supersedes any and all statements or other agreements, whether written or oral, between Buyer and Freefly.
19. UPDATES TO TERMS AND CONDITIONS OF SALE – You can review the most current version of the Terms and Conditions of Sale at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms and Conditions of Sale by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of access to our website following the posting of any changes to these Terms and Conditions of Sale constitutes acceptance of those changes.
These Terms and Conditions of Sale were last updated on September 15, 2015.