REVISED AUG 2, 2021
TERMS AND CONDITIONS
a) ANY OTHER TERMS AND CONDITIONS NOT WITHSTANDING, THESE TERMS AND CONDITIONS WHICH FOLLOW AND THOSE ON SELLER’S ORDER/ACKNOWLEDGEMENT ARE INTENDED BY THE PARTIES AS A FINAL EXPRESSION OF THEIR AGREEMENT AND AS A COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS THEREOF. THESE TERMS AND CONDITIONS CAN ONLY BE SUPERSEDED BY TERMS AND CONDITIONS WHICH ARE SIGNED BY THE BUYER AND SELLER CONCERNING THE PRODUCTS DESCRIBED ON THE FRONT SIDE OF THESE TERMS AND CONDITIONS. CONFIRMED PURCHASE ORDER FROM BUYER SHALL BE CONSIDERED ACCEPTANCE OF SELLERS TERMS AND BIND THE BUYER TO THE TERMS AND CONDITIONS SET FORTH IN THESE PARAGRAPHS. IN ALL RESPECTS THESE TERMS AND CONDITIONS SUPERSEDE AND APPLY INSTEAD OF ANY PREVIOUS, PRESENT OR SUBSEQUENT TERMS AND CONDITIONS SUBMITTED, SENT OR DELIVERED BY THE BUYER OF THE PRODUCTS DESCRIBED ON THE FRONT SIDE OF THIS ORDER/ACKNOWLEDGEMENT.
b) This contract is not assignable without written permission from Seller; any attempts to assign any rights, duties or obligations which arise under this contract without such permission will be void and of no effect.
c) In the event there is any inconsistency between the Seller’s terms and conditions as herein stated and the terms and conditions of any order, contract or other writing submitted by the Buyer, Seller’s terms and conditions shall prevail and govern.
d) This contract shall be governed by the laws in effect in the State of California. Any litigation arising from a dispute hereunder shall be instituted and maintained only in a State or Federal Court located in the State of California and Buyer hereby agrees to submit to the jurisdiction of said court.
e) Stenographic and clerical errors are subject to correction by Seller, but the contract shall not otherwise be modified or rescinded except by writing signed by both Buyer and Seller or in accordance with the terms set forth herein.
f) The illustrations, drawings and computer files provided in the Seller’s website, catalogues and specification sheets are intended to show the general features of the goods described therein. Seller reserves the right to furnish goods to the latest design and construction. Any resulting differences between such illustrations and drawings and the delivered product shall not give rise to any warranty claim. Normal tolerances and specifications shall be accepted by the Buyer.
g) No person is authorized to make any changes or alterations in the “Terms and Conditions” and any attached specifications, without Seller’s prior written approval, given at its principle office, or without the prior written approval of Seller’s designated sales engineer. No person is authorized to assume for Seller any liability, express or implied, except as set forth herein.
f) Seller will make every effort to adhere to quoted prices and terms. However, Seller reserves the right to make quotation and or bid adjustments to adjust for Seller’s expenses changing markedly due to unforeseeable events. Examples of such expenses that may be passed to Purchaser include shipping surcharges, tarriffs, material commodity prices, or governmentally-induced labor price changes.
a) All estimates as to the time, method and place of deliveries are based upon conditions prevailing on the date hereof. In the event that there are any delays in deliveries, Seller shall not be liable therefore and Buyer agrees to accept such deliveries when made by Seller. Failure to make any scheduled delivery shall not be deemed to impair the value of, or to be a breach of, the contract as to other deliveries, and each shipment shall be treated as a separate and independent contract with respect to forwarding and terms of settlement. If Seller’s ability to manufacture or deliver the goods is interrupted or impaired for any of the following causes: shortage of labor, fuel, power, material, facilities, or supplies; strikes, war, blockage or embargoes; acts or requirements of any state or of the Federal government or any department of agencies thereof; or by any other cause whatsoever beyond the reasonable control of Seller, whether of a similar or different nature than the foregoing, Seller shall have the right to allocate its available production and deliveries to or among any or all of its customers on such basis as it may elect in its sole discretion, and may cancel in whole or in part Buyer’s order or contract with respect to such goods, without liability of either party to the other.
b) No claim of any kind by Buyer with respect to goods delivered or with respect to a failure by Seller to deliver such goods shall be greater in amount than the purchase price of the goods with respect to which such damages are claimed.
c) Buyer shall inspect delivered goods promptly, and within thirty days thereafter, shall give written notice to Seller of any claim for damages, errors, or shortages in respect thereto. If Buyer shall fail to give such written notice, the goods shall be deemed to conform to the contract, and such failure shall constitute a waiver by the Buyer of all claims with respect to such goods except for express warranties set forth in paragraph 5.a. In such circumstances Buyer shall be deemed to have irrevocably accepted the goods and shall be bound to pay for them in accordance with the terms thereof. Buyer expressly waives any right to revoke acceptance after such thirty-day period. No claims shall be allowed after the goods have been processed or altered in any manner.
d) As soon as Seller places any goods purchased hereunder in the hands of a carrier as provided herein, the goods shall be identified to this contract.
e) Seller shall deliver the goods to a carrier at the point of shipment for transportation to Buyer, and all costs of transportation shall be borne by the Buyer. Title to such goods and risk of loss shall pass to the Buyer upon delivery to the carrier. Buyer shall furnish complete shipping instructions to Seller within a reasonable time before shipment is to be made. Delay by Buyer in furnishing shipping instructions shall automatically extend the time for delivery by the Seller.
f) Seller specifically does not assume responsibility for corrosion, damage, or deterioration due to negligence, vandalism, or other causes, resulting from improper handling, storage or protection of the goods after shipment has been made. If the goods have been manufactured or purchased prior to the receipt of a hold notice from Buyer, or if Buyer has failed to provide timely shipping instructions or for any reason cannot accept delivery of goods, the goods shall be held in storage and, at Seller’s option, storage charges will be borne by Buyer. In such circumstances, the order will be invoiced as of the date the goods are placed in storage, and storage charges will be at the rate of 2% per month of the total invoice amount.
g) Goods may not be returned to Seller without Seller’s prior oral authorization and the assignment of a Return Material Authorization (RMA) number, and all returns must be shipped pre-paid. Non-defective goods which are returned to Seller for credit (with Seller’s prior oral authorization) shall be subject to a re-stocking charge. Such charge shall be equal to 15% of the total product invoice amount with respect to such goods.
h) Seller has the right to ship product to Buyer in quantities that may be greater than or less than the quantity originally ordered by an amount equal to 10% of the scheduled shipping quantity. In the event of an over shipment or under shipment of a scheduled shipment by the Seller, the Buyer’s scheduled purchase order obligation shall be deemed to have been adjusted to a purchased quantity equal to quantity shipped.
a) Unless otherwise specifically provided, payment in full is due at the time of order. Many products are built after confirmed order issued by buyer. Such orders require 50% payment to confirm and the balance is due when goods are ready for shipment to buyer. When goods have been processed for shipment, and shipment is deferred or delayed for any cause beyond Seller’s control, the terms hereof shall apply from the date from which the goods are ready for shipment.
b) Unless otherwise specified by Seller all prices are F.O.B. shipping point, and any prepayment by Seller of freight charges shall be for the Buyer’s account and shall be included in the amount of the invoice.
c) Federal, state or municipal taxes now or hereafter imposed with respect hereto, or with respect to any order or contact resulting therefrom or any transaction involved therein, and/or with respect to the production, treatment, manufacture, sale, delivery, shipment, transportation, transfer, or the use of proceeds of the goods specified, shall be for the account of the Buyer, and if paid or required to be paid by the Seller, the amount thereof shall be added and become part of the price to be paid by the Buyer hereunder.
d) If Buyer fails to fulfill the terms of payment of any invoice or if the financial responsibility of Buyer shall become impaired or unsatisfactory to the Seller, or if necessitated by any acts or requirements of any government authority, Seller reserves the right to change the terms of payment, to require full payment in cash before making shipment, and/or to defer or discontinue further shipments, without prejudice to any other lawful remedy, until any past due payments are made and satisfactory assurances of Buyer’s credit standing are received by Seller, or until such acts or requirements or such governmental authority shall f any of the foregoing events to cancel the contract, in which event Buyer shall compensate Seller for any commitments, obligations, expenditures, expenses and costs Seller may have incurred in connection with the contract. Seller may charge Buyer interest at the lower of 1-1/2% per month (18% per annum) or the highest amount allowed by law on any past due payments from the due date until paid or collected, together with all costs and expenses of collection including attorney’s fees. The foregoing rights are without prejudice to any other lawful remedy, including without limitations, the right to reclaim any material received by Buyer on credit while insolvent. Each shipment by Seller shall be considered a separate transaction and if payment is not received therefore within the period specified herein, Seller may bring a separate suit to recover the contract price of each shipment.
4) RESCHEDULE AND/OR CANCELLATION
a) Orders may be cancelled by Buyer, either in whole or part, only with Seller’s prior written consent and upon such terms and conditions that will indemnify and protect Seller against all losses, including without limitation cancellation charge comprising all costs and expenses incurred by Seller in processing the order to the date of cancellation. Seller may permit buyer to reschedule delivery, but only in the event seller has received a written request for such change 90 days prior to the original scheduled delivery date. If goods are held in Seller’s inventory a stocking charge equal to 15% of the invoice value of the goods shall be charged to the Buyer.
b) If any goods sold hereunder must be manufactured especially for Buyer to meet Buyer’s particular specifications or requirements, and such order is cancelled by Buyer, Buyer will take delivery of and make payment for such goods as have been either completed or are in the process of manufacture on the date notice of suspension or cancellation is received by Seller; provided, however, that if Buyer for any reason cannot accept delivery of such goods, Buyer will make payment therefore as if delivery had been made and Seller shall store such goods for Buyer’s account and at Buyer’s risk and expense. With respect to any such goods, Buyer shall defend, protect and hold harmless Seller against all suits and from all damages, claims and demands for actual or alleged infringement of any United States or foreign patent or trademark resulting from the manufacture or sale of such goods.
5) WARRANTIES, REPRESENTATIONS AND REMEDIES
a) PRODUCT WARRANTY AND REPRESENTATIONS: UNLESS OTHERWISE SPECIFIED IN WRITING BY SELLER, SELLER WARRANTS AND REPRESENTS TO THE ORIGINAL BUYER THAT THE GOODS IDENTIFIED WILL COMPLY WITH ALL APPLICABLE SELLER SPECIFICATIONS AND WILL BE FREE FROM DEFECTS IN DESIGN, MATERIALS AND WORKMANSHIP UPON RECEIPT AND INSPECTION BY THE BUYER, AND THAT THE SELLER WILL REPAIR, AT SELLER’S OPTION, OR REPLACE WITHOUT CHARGE (EXCEPT FOR SHIPPING AND INSURANCE COSTS), ANY PART IT HAD MANUFACTURED OR SUPPLIED UPON WHICH SELLER’S EXAMINATION DEEMS TO HAVE BEEN DEFECTIVE. SELLER RESERVES THE RIGHT TO CHARGE BUYER A HANDLING AND EXAMINATION FEE EQUAL TO TEN PERCENT (10%) OF THE TOTAL PRODUCT INVOICE AMOUNT WITH RESPECT TO GOODS WHICH, UPON TESTING, ARE FOUND TO BE NON DEFECTIVE. THIS
b) WARRANTY MAY NOT BE ASSIGNED OR TRANSFERRED AND NO ALLEGEDLY DEFECTIVE PART MAY BE RETURNED TO SELLER WITHOUT ITS PRIOR AUTHORIZATION AND THE ISSUANCE OF AN RMA NUMBER.
c) WARRANTY SHALL APPLY FOR A PERIOD OF 1 YEAR FROM DATE OF DELIVERY TO BUYER
d) WARRANTY AND REPRESENTATIONS EXCLUSIONS: THE WARRANTY AND ANY REPRESENTATIONS SHALL NOT APPLY:
e) IF DAMAGES RESULT FROM AN ACCIDENT OR CONTINGENCY BEYOND SELLER’S CONTROL,
f) TO GOODS WHICH HAVE BEEN IMPROPERLY INSTALLED OR SERVICED, MISUSED OR ALIGNED OR
g) TO ANY COMPONENT UPON WHICH ANY SERIAL NUMBER HAS BEEN ALTERED, DEFACED OR REMOVED.
h) DISCLAIMER: THIS IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY SELLER WITH RESPECT TO THE GOODS SET FORTH IN THIS ORDER. SELLER MAKES NO OTHER WARRANTY AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
i) NO IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE AND NO IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE IS MADE BY SELLER.
j) NO REPRESENTATIVE, SUBSIDIARY, RELATED COMPANY, OR PARENT OF SELLER IS AUTHORIZED TO GIVE OR MAKE ANY OTHER REPRESENTATION OR WARRANTY OR MODIFY THE FOREGOING WARRANTY IN ANY WAY.
6) LIMITATION OF REMEDIES:
IN NO EVENT WILL SELLER BE LIABLE TO BUYER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO CLAIMS BASED ON LOSS OF PRODUCTION, DAMAGE CAUSED BY DELAYS, LOSS OF USE, LOSS OF OR DAMAGE TO DATA OR DATA STORAGE, COSTS FOR RECOVERY OF LOST OR DAMAGED DATA, LOST PROFIT AND OTHER DIRECT OR INDIRECT COSTS, OTHER THAN THOSE SET FORTH ABOVE IN PARAGRAPH 5a, WHICH IS BUYER’S EXCLUSIVE REMEDY. ANY CLAIM FOR DAMAGES BY BUYER SHALL BECOME TIME-BARRED TWELVE (12) MONTHS AFTER ARISING.
Buyer and Seller agree that any claim or lawsuit that is brought to enforce any of the terms and conditions of sales including paragraphs 1 through 5 of these Terms and Conditions SHALL BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER ARISING, and be brought in San Diego County, and there in a court of competent jurisdiction, and in no other place. California law shall apply to all of the Terms and Conditions set forth herein.
8) ATTORNEY’S FEES
Should Seller have to bring any claim or suit to enforce the terms and conditions of this Agreement, including payment for the goods supplied shall be entitled to recover all of its costs and attorney’s fees in connection with any such claim or lawsuit.
9) ACCEPTANCE OF TERMS AS STATED IN PARAGRAPH 1a ABOVE, ISSUANCE OF A CONFIRMED PURCHASE ORDER, WEBSITE PURCHASE, OR DIRECT PHONE OR EMAIL COMMUNICATION OF ORDER SHALL BE CONSIDERED ACCEPTANCE OF THESE TERMS AND CONDITIONS AND SHALL BIND THE BUYER TO THE TERMS AND CONDITIONS SET FORTH ABOVE AND SUPERSEDE ANY TERMS AND CONDITIONS PREVIOUSLY, PRESENTLY AND IN THE FUTURE, SUPPLIED BY THE BUYER.
NeuEnergy batteries are warranted to be free of defects for a period of 30 days from the purchase date. This warranty does not cover damage from misuse or crashes. Most all battery problems are related to not using the batteries within the safe operating limits. Over discharge is the most common problem with the new generation of low resistance cells. You can not depend on a LVC in the motor controller to keep from deep discharging your packs. The best way to get long life from you batteries is to avoid discharging below 80% of the useable capacity. Useable capacity will decline as the battery ages and should be checked from time to time so you can adjust your flight time to avoid problems. Please download and fill out the service request form. For batteries that are not covered under the above warranty we do offer a replacement for 65% of the current retail price. This is available for batteries that no longer function for any reason.
BATTERY WARNINGS AND DISCLAIMER
LiPo batteries need to be treated with care to ensure your safety.
NeuEnergy Lithium batteries MUST be charged with a charger designed for lithium polymer batteries. If you have doubts about your charger check with the manufacture before using on lithium batteries. Never charge NeuEnergy batteries above 4.2 volts/cell.
Follow directions from the manufacture of the charger for setting the correct cell count and current.
Never leave a battery on charge while unattended.
Charge batteries in a container that is flame proof and away from items that can burn.
Check the battery for ANY signs of damage before starting to charge. Any pack with damage to any cell should NOT be charged!
Let batteries cool to ambient temperature after discharging before recharging.
Over discharge is one of the most common problems with the new generation of low resistance cells. You can not depend on a LVC in your controller to keep from deep discharging your packs. The best way to get long life from your batteries is to avoid discharging below 80% of the useable capacity. Useable capacity will decline as the battery ages and should be checked from time to time so you can adjust your flight time to avoid problems.
Size the lithium battery for the expected load–don’t undersize the battery!
REVISED AUG 2, 2021