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Terms & Conditions

STANDARD TERMS AND CONDITIONS OF SALE

  1. CONTRACT TERMS
    These Standard Terms and Conditions of Sale (“Conditions of Sale”) apply to any purchase or procurement of products by the party procuring such products (including any affiliated entities) (“Purchaser”) from Falcon Electric, Inc, a California corporation (“Falcon”). If there is a conflict between these Conditions of Sale and a valid signed master agreement between the Purchaser and Falcon, the specific conflicting terms of the master agreement shall prevail. To the extent that there is a conflict between these Conditions of Sale and another set of Falcon terms and conditions issued to the Purchaser as part of the proposal or quotation process, the specific conflicting terms of the proposal or quotation document shall prevail. All custom-built, made-to-order, or non-standard products are final sale and are non-refundable / non-cancellable due to the specialized nature of these items. Standard off-the-shelf products are non-refundable / non-cancellable if left unpaid past the Purchaser’s approved payment terms. Any other variation from these Conditions of Sale requires the signed consent of an authorized Falcon representative.Any other or inconsistent terms in any document, including without limitation an order issued by or on behalf of the Purchaser are hereby rejected and do not apply to the sale of products by Falcon.
  2. ORDERS AND PAYMENT
    Purchaser shall issue to Falcon proposed orders for each product purchased. All orders are subject to credit approval prior to acceptance by Falcon, if applicable. All orders received from Purchaser are subject to acceptance by Falcon at its principal office. Accepted orders with written confirmation from Falcon may not be rescheduled or cancelled without Falcon’s prior written consent, which consent may be withheld or given in Falcon’s sole and absolute discretion. Unless otherwise agreed to in writing by Falcon, all payments for its products shall be made in United States Dollars and are due and payable in accordance with the net payment terms set forth in Purchaser’s order, as approved by Falcon. In the event that payment is not received by Falcon in accordance with the approved net payment terms, any unpaid balance will bear interest at the rate of one and one-half percent (1½%) per month. For standard off-the-shelf product orders, the purchase becomes non-refundable /non-cancellable if payment is not received by the net payment terms set forth in the Purchaser’s order, as approved by Falcon. Invoices for pro-rata payments become due on the date of invoice. If at Purchaser’s request, shipments are delayed beyond the scheduled date, payments for the products completed by the date of such notice will be invoiced to the Purchaser, as a percentage of the total order price. products held for the Purchaser at Falcon’s facility shall be at the risk and expense of the Purchaser. Failure to pay any applicable payment on its due date shall automatically cause all installment amounts to become payable, and in addition to Falcon’s other lawful remedies, Falcon reserves the right to suspend or cancel such order and written confirmation. If Purchaser fails to pay Falcon for products it ordered, Falcon reserves the right to file, in its sole discretion any liens, charges, security interests, or similar encumbrances against the applicable products, and Purchaser hereby consents to such filings and registrations. Purchaser is responsible for all costs and expenses incurred by Falcon in collecting any sums owing by Purchaser to Falcon (which may include, but are not limited to, collection agency and reasonable attorneys’ fees).
  3. PRICES
    The prices for Falcon’s products are set forth and are valid for the time period indicated in Falcon’s written quotation. At the end of this time period, prices are subject to change without notice. Any change in pricing shall be provided to Purchaser in an applicable written quotation or proposal. In the event of a net price change and unless otherwise agreed to in writing, prices for product orders scheduled for immediate release shall be those in effect at time of delivery of Falcon’s written confirmation of the Purchaser’s order. Prices for product orders placed for future shipment without an agreed price and ship date will be billed at the pricing in effect as of the shipment date. All clerical errors are subject to correction by Falcon. The quoted prices for such products are exclusive of all taxes, freight, duties, and other third-party charges.
  4. TAXES
    Unless otherwise specifically set out in Falcon’s written proposal or quotation, product prices do not include taxes, duties or any other governmental levies, all of which are payable by Purchaser directly to such taxing agency. Except as may be otherwise provided in the relevant order and correlating written confirmation, the price for products excludes all present or future sales taxes, revenue or excise taxes, value-added taxes, import and export duties and any other taxes, surcharges or duties now existing or hereafter imposed by governmental authorities upon equipment and/or quoted by Falcon. The Purchaser shall be responsible for all such taxes, duties and charges resulting from these Conditions of Sale or any associated purchase of product. In the event that Falcon is required to impose taxes on product sales, Falcon shall invoice the Purchaser for such taxes and/or fees according to applicable law, statutes, or regulations, unless Purchaser furnishes Falcon at the time of order with a properly completed exemption certificate(s) acceptable to the authorities imposing the tax or fees. Any changes in foreign exchange rates, sales taxes, customs tariffs or other taxes shall be chargeable to the Purchaser.
  5. DELIVERY
    All delivery dates are approximate. Falcon will use commercially reasonable efforts to fill orders according to the delivery dates acknowledged by Falcon in writing. Delivery may be made in installments. Falcon shall not be responsible or liable for any delay or disruption in shipping or delivering the whole or any part or installment of the products or services under these Conditions of Sale.
  6. TITLE AND RISK OF LOSS
    Unless otherwise specifically agreed by the parties in writing, the products are delivered Ex Works (Incoterms 2010) from Falcon’s distribution facility and the title and risk of loss or damage for the products shall pass to the Purchaser upon collection of the products by the first carrier at Falcon’s premises, plants or warehouses. Delivery of products by Falcon will be deemed to be made to the Purchaser upon obtaining a signed receipt from the carrier showing receipt of the products in good order.
  7. SHORTAGE
    Claims for shortages or errors must be submitted to Falcon in writing within ten (10) days after the products were collected by the first carrier at Falcon’s premises, plants or warehouses, and failure to give such written notice shall constitute unqualified acceptance and an unconditional waiver of all such claims by the Purchaser.
  8. FORCE MAJEURE
    Falcon will be excused from and not be liable for any non-performance of an order if such delay or non-performance is due to any cause beyond the reasonable control of Falcon, or which Falcon could not reasonably foresee or reasonably provide against, and which prevents Falcon from carrying out the terms of the order. This includes but is not limited to the following: war, revolution, insurrection or hostilities (whether declared or not), riot, economic upheaval, civil commotion or uprising, flood, earthquake, hurricane, lightning or other natural disaster; fire or explosion; strike, lockout or other industrial disturbance whether at Falcon or one of its suppliers; sabotage, accident, embargo, car shortage, wrecks or delays in transportation, non-delivery of materials or order or action of government authority. Any delay resulting from such cause shall extend the date of delivery accordingly. Falcon reserves the right to cancel an order, if in its opinion such circumstances threaten or cause extended delay in the performance thereof.
  9. LIMITED WARRANTY
    For a copy of the latest limited warranty please visit our website at https://falconups.com/resources/warranty-information/.
  10. RETURN POLICY
    For a copy of the latest return policy please visit our website at https://falconups.com/privacy-policy/.
  11. LIMITATION OF LIABILITY
    NOTWITHSTANDING ANY PROVISION OF THESE CONDITIONS OF SALE OR ANY OTHER CONTRACT DOCUMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY, ITS OFFICERS, DIRECTORS, AFFILIATES OR EMPLOYEES BE LIABLE FOR ANY FORM OF INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PRODUCTION, LOSS OF PRODUCT, LOSS OF REVENUE, PROFITS OR LOSS OF DATA DAMAGES WHETHER SUCH DAMAGES ARISE IN CONTRACT OR TORT, IRRESPECTIVE OF FAULT, NEGLIGENCE OR STRICT LIABILITY OR WHETHER SUCH PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THESE CONDITIONS OF SALE OR ANY OTHER CONTRACT DOCUMENT TO THE CONTRARY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF FALCON FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY THE PURCHASER TO FALCON FOR THE WORK GIVING RISE TO A CLAIM.
  12. INTELLECTUAL PROPERTY AND IDENMNIFICATION
    Falcon retains ownership of all right, title and interest (including copyright and patent rights) in and to the intellectual property relating to products and work product relating to these. Nothing in these Conditions of Sale constitutes a transfer or conveyance of any right, title or interest in such intellectual property, including without limitation any software or firmware contained in those, except the limited right to use it as provided in the documentation. As to products proposed and furnished by Falcon, Falcon shall defend any suit or proceeding brought against Purchaser in so far as it is based on a claim that such products constitute an infringement of any copyright, trademark or patent in the United States or Canada. This obligation shall be effective only if Purchaser shall have made all payments then due hereunder. and if Falcon is notified promptly in writing and given authority, information and assistance at Falcon’s expense for the defense of the same. In the event the use of such products by Purchaser is enjoined in such a suit, Falcon shall, at its expense, and at its sole option, either (a) procure for the Purchaser the right to continue using such products (b) modify such products to render them non-infringing, or (c) replace such products with non-infringing products. Falcon will not be responsible for any compromise or settlement made without its written consent. The foregoing states the entire liability of Falcon for patent, trademark or copyright infringement, and in no event shall Falcon be liable if any infringement charge is based on the use of Falcon products for a purpose other than that for which it was sold by Falcon. As to any products or furnished by Falcon to Purchaser and manufactured or provided in accordance with designs proposed by Purchaser, the Purchaser shall indemnify Falcon against any award made against Falcon for patent, trademark or copyright infringements.
  13. ASSIGNMENT
    Purchaser shall not assign, transfer, or otherwise encumber these Conditions of Sale or any part thereof without Falcon’s prior written consent, which shall not be unreasonably withheld. Falcon may assign its rights and delegate its obligations under these Conditions of Sale or any associated order without Purchaser’s consent or notice to Purchaser.
  14. CANCELLATION
    Falcon shall have the right to cancel any order at any time by written notice for any material breach of these Conditions of Sale by the Purchaser, including material delays by Purchaser or its authorized representatives in releasing products for manufacture or approval drawings and excessive changes to specifications or drawings.
  15. AMENDMENTS
    No amendment, supplement, modification, waiver or termination of the order or these Conditions of Sale is binding unless executed in writing by both parties.
  16. APPLICABLE LAWS
    All matters arising out of or relating to the execution, construction, interpretation or breach thereof, are to be governed by the laws of the jurisdiction in which Falcon is located, excluding such jurisdiction’s rules regarding conflicts of laws and the provisions of the United Nations Convention on Contracts for the International Sale of Goods, which the Parties specifically agree are excluded from the Order and these Terms and Conditions. Purchaser and Falcon agree to bring any action claims or legal proceedings in any way pertaining to this order, or the execution, construction, interpretation or breach thereof in the courts of the jurisdiction specified above and in no other court or tribunal whatsoever.