1. ORDER ACCEPTANCE
All purchase orders submitted by Customer are subject to acceptance solely by FansCo. No order shall be deemed accepted until confirmed in writing by FansCo. FansCo expressly reserves the right to reject any order, in whole or in part, without liability or obligation to disclose reasons.
2. PRICING AND PAYMENT TERMS
Prices quoted are in United States Dollars (USD) unless otherwise specified and are subject to change without prior notice. Payment terms shall be as set forth in the invoice or order confirmation. Payments not received by the due date will incur interest charges at a rate of [specify rate]% per calendar day or the maximum permitted by law, whichever is less. Customer shall be liable for all costs of collection, including reasonable attorneys’ fees.
3. DELIVERY TERMS AND RISK OF LOSS
Delivery dates provided are estimates only and shall not be construed as guaranteed. FansCo shall not be liable for any direct, indirect, incidental, or consequential damages arising from delay or failure to deliver. Unless otherwise agreed in writing, delivery shall be made Ex Works (EXW) FansCo’s facility, Incoterms 2020. Risk of loss and title to goods shall pass to Customer upon FansCo’s delivery to the carrier.
4. PRODUCT SPECIFICATIONS AND MODIFICATIONS
FansCo reserves the right to alter product designs, specifications, materials, or manufacturing processes at any time without prior notice, provided such changes do not materially degrade product performance or form. Orders shall be fulfilled in accordance with the specifications in effect at order acceptance.
5. RETURNS, CANCELLATIONS AND DEFECTIVE PRODUCTS
Except where expressly agreed, products may not be returned without FansCo’s prior written authorization. Claims for defective or non-conforming goods must be submitted in writing within [specify time, e.g., 10 business days] of receipt, including detailed evidence of defect. Approved returns shall be subject to FansCo’s return policies, including potential restocking fees. Cancellation of confirmed orders requires FansCo’s prior written consent.
6. LIMITED WARRANTY
FansCo offers only those warranties expressly provided by the original equipment manufacturers (OEMs). No other warranties, express or implied, including merchantability or fitness for a particular purpose, are made by FansCo. Warranty claims must be submitted within the OEM’s warranty period and processed through FansCo. FansCo’s liability is limited to repair, replacement, or refund of defective goods, and FansCo disclaims all consequential and incidental damages.
7. RESTRICTED AND PROHIBITED USES
Products sold are not intended for use in critical applications such as life-support systems, medical implants, nuclear facilities, aerospace, or military equipment unless FansCo expressly consents in writing. Customer assumes full responsibility and indemnifies FansCo against claims arising from unauthorized or high-risk applications.
8. TECHNICAL SUPPORT AND ADVICE
Any technical assistance, recommendations, or advice provided by FansCo or its agents are offered as a courtesy only and without warranty. Customer shall independently verify all information and assume responsibility for integration and use of the products.
9. INTELLECTUAL PROPERTY RIGHTS AND INFRINGEMENT
FansCo does not warrant that products or their use do not infringe any third-party intellectual property rights. Customer agrees to indemnify and hold FansCo harmless from any claims, damages, or losses arising from alleged patent, trademark, or copyright infringement related to Customer’s use, modification, or resale of products.
10. COMPLIANCE WITH LAWS
Customer warrants compliance with all applicable local, national, and international laws, including export controls, import regulations, anti-corruption statutes, and environmental laws. Products shall not be used for unlawful purposes.
11. AGE AND LEGAL REQUIREMENTS
Customer represents and warrants that it meets all applicable legal age and licensing requirements for the purchase and use of the products. Customer shall ensure that end users also meet such legal requirements.
12. FORCE MAJEURE
FansCo shall be excused from any delay or failure in performance caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, epidemics, labor disputes, governmental actions, or shortages of materials. Delivery schedules will be extended accordingly or orders may be canceled at FansCo’s discretion without liability.
13. EXPORT CONTROL
All sales are subject to compliance with U.S. export control laws and regulations, including but not limited to OFAC, EAR, and ITAR. Customer agrees not to export, re-export, or transfer products to any prohibited destination or entity. Obtaining necessary export licenses is Customer’s sole responsibility.
14. ORIGIN AND CERTIFICATIONS
Product origin and related certifications are provided based on information supplied by manufacturers. FansCo makes no independent guarantee regarding the origin or content of components unless explicitly stated.
15. PRODUCT USAGE LIMITATIONS
Products are not designed or certified for use in applications where failure may cause personal injury, property damage, or environmental harm unless expressly approved by FansCo in writing. Customer shall comply with all applicable safety, electrical, and environmental standards during product installation and operation.
16. DISCLAIMERS AND LIMITATIONS
Statements, recommendations, or advice made by FansCo personnel are informational only and shall not create any warranty or liability. FansCo disclaims liability for any damages arising from the use of such information.
17. PATENT INFRINGEMENT CLAIMS
FansCo disclaims any liability for claims of patent infringement related to the manufacture, sale, or use of products. Customer shall pursue such claims exclusively with the original manufacturer and indemnify FansCo from all associated costs and damages.
18. CUSTOMER REPRESENTATIONS
Customer confirms legal capacity and authority to enter this agreement and warrants that all information provided is accurate and complete.
19. TERMINATION
Either party may terminate this agreement by written notice if the other party breaches any material term and fails to cure such breach within ten (10) business days following notice.
20. GOVERNING LAW AND JURISDICTION
This agreement shall be governed by and construed in accordance with the laws of the State of Texas, excluding its conflict of law provisions. All disputes shall be subject to exclusive jurisdiction and venue in the state and federal courts located in Fort Worth, Texas.
21. DISPUTE RESOLUTION AND LIMITATION PERIOD
Any dispute arising out of or relating to this agreement shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration venue shall be Fort Worth, Texas. Arbitration awards shall be final and binding. Customer waives any right to participate in class or collective actions. Claims must be filed within one (1) year from purchase date or ninety (90) days from warranty denial.
22. ASSIGNMENT AND SUBCONTRACTING
FansCo may assign or subcontract any rights or obligations under this agreement without prior consent or notice to Customer. Customer shall not assign or delegate any rights or obligations without FansCo’s prior written approval. This agreement binds and benefits permitted successors and assigns.
23. INDEPENDENT CONTRACTORS
The relationship of the parties is solely that of independent contractors. Nothing herein creates any agency, partnership, joint venture, or employment relationship.
24. NOTICES
All notices under this agreement shall be in writing and deemed received upon actual delivery or three (3) business days after mailing by prepaid registered mail, or one (1) business day after personal delivery or facsimile transmission. Notices to FansCo must be sent to: Quality & Compliance Department, FansCo Electronics, Inc., 7151 Jack Newell Blvd. S., Fort Worth, TX 76118. Customer is responsible for maintaining accurate contact information via FansCo’s website.
25. PRIVACY AND DATA PROTECTION
FansCo’s Privacy Policy, incorporated herein by reference, governs the collection, use, and protection of Customer data. The Privacy Policy is available at www.FansCo.com and details how Customers may update their information and opt-out of marketing communications.
26. SEVERABILITY
If any provision of this agreement is held invalid or unenforceable in any jurisdiction, such invalidity shall not affect the enforceability of the remaining provisions in that jurisdiction or any other jurisdiction.
27. GOVERNING LANGUAGE
The English language version of this agreement shall govern and prevail over any translation in the event of any inconsistency or ambiguity.
