These terms and conditions ("Terms and Conditions") govern the placing of pre-orders from FuelTech USA, LLC ("FuelTech") for FuelTech products (the “Product” or “Products”) by end-customer ("Customer") and are effective as of June 15, 2024, as they may be amended by FuelTech from time to time.
1. Product Description:
(a) Description of the Products: The Products, which include FT700 Founder Edition, are described in FuelTech's promotional materials, which are incorporated herein by this reference.
(b) Product Modification: Notwithstanding the product descriptions in the promotional materials, FuelTech reserves the right to make minor modifications to the Product's specifications and design before delivery, provided that these changes do not materially affect the Product's performance as described in the promotional materials.
2. Pre-Order Payment: The Customer shall pay the total amount of the Product at the time of placing the pre-order (the “Pre-Order Pricing”). All payment terms are in United States Dollars. The Pre-Order Pricing does not include applicable taxes and shipment, except as provided otherwise herein, and will be calculated to you for payment as your delivery date nears.
3. Estimated Delivery Date:
(a) Estimated Delivery Date for First Batch: FuelTech will deliver the Products in multiple batches to accommodate the pre-order volume and production capacity. The estimated delivery date for the first batch of Products is October 15, 2024. This date is an estimate based on current production schedules and may be subject to change due to various factors, including but not limited to supply chain disruptions, manufacturing delays, and order volume.
(b) No Specific Delivery Date: FuelTech will make reasonable efforts to meet the estimated delivery date but does not guarantee a specific delivery date. Customer acknowledges and agrees (i) that there is no guaranteed delivery date and (ii) in the event that Customer decides to cancel the pre-order based on a delay in delivery, Customer's exclusive remedy will be cancellation as provided in section 5(b), which includes a refund of the Pre-Order Pricing, less a non-refundable cancellation fee equal to 10% of the total order value.
(c) Pre-Order Fulfillment: The Products will be delivered to Customers in the order in which the pre-orders were received, subject to any necessary production or shipping prioritization based on the Product configuration or the Customer's location.
4. Shipment:
(a) Shipment Terms and Conditions: Shipping costs are as follows:
i. Domestic Shipments (within the continental United States, and does not include Alaska, Hawaii, or other U.S. territories outside the contiguous "Lower 48" states of the United States, which is defined herein as the “United States”): FuelTech shall be responsible for arranging the shipment and prepaying the shipping costs to the Customer's designated location within the United States.
ii. International Shipments: For shipments outside the United States, the Customer shall be responsible for all shipping costs to be determined by FuelTech.
(b) Unavoidable Delays: FuelTech will not be responsible for delays, failure, or omissions hereunder due to war, fire, flood, strikes or other labor disturbance, Act of God, epidemic, pandemic or quarantine restrictions, governmental order or requirement, delays by carriers, or due to other cause or accident beyond its control.
5. Cancellation Policy:
(a) FuelTech’s Cancellation Right: FuelTech reserves the right to unilaterally cancel the pre-order of Products at any time and for any reason. In the event of a cancellation by FuelTech, FuelTech will notify Customer in writing or via email and Customer will be entitled to a full refund of the Pre-Order Pricing.
(b) Customer’s Cancellation Right: Customer may cancel their pre-order at any time before the Product is shipped. If the Customer chooses to cancel, they will receive a refund of the Pre-Order Pricing, less a non-refundable cancellation fee equal to 10% of the total order value. This cancellation fee covers administrative costs and any potential production or inventory adjustments resulting from the cancellation. Once the Product has been shipped, the pre-order becomes non-refundable, and the Customer will not be entitled to any refund or compensation for cancellation.
(c) Cancellation Notice: To cancel a pre-order, the Customer must provide written notice to FuelTech, in the form set forth in Section 15 below.
(d) Cancellation Refund: Refunds will be processed within 90 days of the effective date of cancellation. Refunds will be issued to the original form of payment used for the pre-order.
6. Limited Warranty:
(a) Limited Warranty Terms: FuelTech warrants the original end-user purchaser with a three-years limited warranty from the date of delivery, guaranteeing that the Products will be free from defects in materials and workmanship during this period. As Customer's sole remedy in case of a defective product meeting the warranty conditions set forth herein, FuelTech shall replace or repair the Product found to be defective, or the defective part. This warranty does not extend to the Product if it is damaged after the date of delivery where the damage is not directly due to a material defect in material or workmanship. This warranty does not extend to the Product if it is altered or repaired by anyone other than FuelTech’s authorized employees. This warranty does not extend to any defect, failure or damage due to negligence; accident; abuse; improper installation; or improper operation or operation contrary to the specifications of the Product or because Customer failed to follow FuelTech’s oral or written instructions as to the storage, installation, use or maintenance of the Product, including the Product’s manuals and technical information. This limited warranty does not cover damage or defect that has been caused by repairs made or attempted by anyone other than FuelTech and its employees or authorized service centers.
(b) WARRANTY LIMITATION: THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER EXPRESS WARRANTIES. ANY IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO THE DURATION OF THIS LIMITED WARRANTY. FUELTECH SHALL NOT BE LIABLE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
7. LIMITATION OF LIABILITY: THE WARRANTY SET FORTH IN THE SECTION ABOVE IS LIMITED TO ITS PRECISE TERMS AND PROVIDES THE SOLE AND EXCLUSIVE REMEDY AND FUELTECH’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH ABOVE, EXPRESSLY IN LIEU OF ALL OTHER REMEDIES. FUELTECH DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR LOST OPPORTUNITY, ARISING FROM OR RELATED TO THESE TERMS AND CONDITIONS, ANY ACTUAL OR ALLEGED BREACH HEREOF, OR THE PRODUCTS. FUELTECH’S ENTIRE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS AND THE PRODUCTS, INCLUDING WITHOUT LIMITATION SECTION 5(b) ABOVE, SHALL BE LIMITED TO THE ACTUAL PURCHASE PRICE PAID BY CUSTOMER FOR THE PRODUCT COVERED HEREBY.
8. Intellectual Property: By placing a pre-order for the Product, Customer acknowledges and agrees that all intellectual property rights, including but not limited to patents, trademarks, copyrights, and trade secrets, in and related to the Product, are and shall remain the exclusive property of FuelTech and its licensors. No transfer of ownership or license to use any intellectual property rights is granted or implied by placing a pre-order for the Product. Customer agrees not to copy, modify, create derivative works from, reverse engineer, disassemble, or decompile the Product or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
9. Privacy Policy: FuelTech’s customer privacy policy is incorporated herein and can be viewed at https://www.fueltech.net/policies/privacy-policy
10. Compliance: Use of all guards, interlocks, electrical devices, and other safety devices supplied on the Products, and the operation of the Products in accordance with FuelTech's operating instructions, is essential for the safe use of the Products. Customer agrees that it will not alter, deface, obscure, or remove any warnings, labels, and instructions affixed to Products or parts by FuelTech. Customer agrees that it will not remove or render inoperable any guards, interlocks, electrical devices, or other safety devices. Customer agrees to operate the Products in accordance with FuelTech's operating instructions.
11. Governing Law; Integration: All matters arising out of or relating to these Terms and Conditions will be construed and adjudicated in accordance with the laws of the State of Georgia, United States of America, without giving effect to any conflict of laws or provisions thereof that would result in the application of the laws of a different jurisdiction. The United Nations Convention on Agreements for the International Sale of Goods will not apply to these Terms and Conditions. Prior agreements, oral statements, negotiations, communications or representations about the Products sold under these Terms and Conditions are superseded by these Terms and Conditions. Terms relating to the pre-order of the Products not expressly contained herein are not binding.
12. Dispute Resolution: In the event of a dispute or disagreement arising out of or related to these Terms and Conditions, Customer hereby irrevocably agrees to submit such matter to final binding arbitration before one (1) arbitrator and subject to the existing Commercial Arbitration Rules of the American Arbitration Association in the City of Ball Ground, Georgia, United States of America. Arbitration proceedings shall be conducted in English in Cherokee County, Georgia. CUSTOMER ACKNOWLEDGES AND AGREES THAT THEY ARE GIVING UP THEIR RIGHTS TO LITIGATE ANY SUCH DISPUTE IN A COURT OF LAW.
13. Waiver: The failure of FuelTech to insist upon strict performance of any of these Terms and Conditions stated herein will not be considered a continuing waiver of any such Terms or Conditions or any of FuelTech's rights.
14. Severability: If any term or provision of these Terms and Conditions is deemed to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions.
15. Notices: Notices to FuelTech can be delivered in two ways:
i. Hand or Courier: By hand or courier to FuelTech's address at 455 Wilbanks Dr., Ball Ground, GA 30107. The notice is considered received when it arrives at this address.
ii. Email: By email to sales@fueltech.net. The notice is considered received when the addressees provide a written acknowledgment of receipt (not including a system-generated receipt).
16. Acknowledgment: By placing the pre-order, the Customer acknowledges having read, understood, and agreed to these terms and conditions.