Terms and Conditions
These standard Terms and Conditions of Sale (the “Terms”) apply to products and services purchased directly from Blade Tech Systems d.b.a. Flexo Concepts or Flexo Concepts Europe Ltd. (“FC”). FC’s offer to sell is expressly limited to the Terms. Buyer’s issuance of a purchase order to FC or acceptance of delivery hereunder shall constitute Buyer’s acceptance of all Terms without modification or supplementation. The Terms shall take precedence over and supersede and replace all prior or contemporaneous understandings or agreements with the exception of MicroClean System Agreements, written or oral, and any of Buyer’s or FC’s additional or different terms and conditions, which are hereby rejected and shall be void. If Buyer’s purchase order or any other document or instrument used by either party contains provisions inconsistent with or in addition to the Terms, the Terms shall prevail.
FC may add, change or update these Terms from time to time entirely at its own discretion. You are responsible for periodically reviewing these terms to remain in compliance. FC’s most current Terms are found at www.flexoconcepts.com/accountterms conditions.
Prices – Price per product or service does not include freight, handling fees, taxes, and/or duties, and are subject to correction or change without notice, although FC will make every effort to give 30 days notice whenever possible.
Ordering – Orders are subject to a minimum order quantity. Orders will be deemed as placed with FC at the time the customer’s request for an order is received by FC. Since our products are unique and custom manufactured, the prices, quantities and delivery time stated in any quotation are not binding on the Company. Quotes are estimates only which FC will make reasonable efforts to achieve. All orders require a customer purchase order number to ensure proper order processing. Requests for order add-ons must be made within 24 business hours of the initial order and may affect product lead time.
Order Cancellation – In view of the nature of our customized products and services, orders may only be cancelled within four (4) business hours after receiving an Order Confirmation and must receive written-approval from FC. Cancellation of the order by a customer will only be accepted on the condition that any costs, charges, and expenses already incurred, will be charged to the customer and paid in full.
Payment Terms – Payment terms are Net 30 days from invoice date unless otherwise stated. Discounts are not offered on early payment of invoices. All payments must be made in the Currency stated on the invoice. All invoices are to be paid in full on or before the due date.
Financial Responsibility – If a customer fails to comply with FC’s credit terms, or fails to supply adequate assurance of full performance to FC within thirty (30) days past their payment term, FC has the right to defer shipments until such payment or compliance is made, require payment in advance for any further shipments, collect immediate payment of all amounts then owed, elect to pursue collection action, and/or may, cancel all or any part of an unshipped order.
It is the Company’s Policy that if a payment is not received 30 days after the payment term the account is subsequently placed on a credit hold status. FC will not release an order for production or shipment on a credit hold status until the delinquent invoices are paid in full. Customers that repeatedly fail to meet our credit terms of Net 30 days and are repeatedly placed on a credit hold status will have their payment terms changed to pre-payment without consent of the customer. Customers are responsible for any applicable bank fees related to returned checks due to insufficient funds.
Sales Tax – Customers are responsible for payment of all applicable state and local taxes, and for providing a valid Sales Tax Exemption certificate to the finance department of FC. Sales tax will be charged for orders shipping to MA unless a valid Exempt Use Certificate is provided.
Reseller Certificates – Customers who are resellers must provide their Reseller Certificate to the finance department of FC or they will be subject to all applicable taxes. For drop ship orders, the reseller must provide a Reseller Certificate for the state in which the goods are delivered. This applies to purchases made from the US only.
Notices – All notices distributed to the Customer will be sent to the last customer address (electronic or physical) that FC was provided and shall be treated as received upon delivery. It is the responsibility of the Customer to update FC if there are any changes to their contact/customer information that may result in a delay in receiving correspondence from FC.
Freight Terms – Shipping is prepaid and billed unless collect shipping terms are indicated and a shipping account number is provided. FC applies a shipping and handling fee on each order which is reflected on the invoice. Receipts for shipping and handling charges will not be furnished. Pallet charges will be added to each invoice where applicable. If the product is damaged in transit and is shipped on the Customer’s account, the Customer’s only recourse is to file a claim with the carrier. FC ships all orders EXW Plymouth, MA (unless otherwise indicated. These terms apply to purchases from our US facility only).
Shipment/Delivery – The method of packing and shipment of the products sold shall be at the discretion of the FC unless otherwise agreed to by the Customer and FC. Same day, next day, and/or rush shipments must be submitted prior to 12:00pm ET and cannot be guaranteed. Requests accommodated outside this timeframe may incur a $25.00 rush order fee (this applies to orders shipping from our US facility only). The delivery date is an approximate. FC will make reasonable efforts to deliver in accordance with estimated delivery dates but shall have no liability for failure to do so.
Sample Shipping – Samples are subject to freight costs. If the samples need to be expedited, please indicate your preferred shipping method and account number.
Excusable Delay – FC shall not be liable for delays or defaults in delivery due to the acts of God or public enemies, war or military activity, riots, insurrection or sabotage, fires, floods, explosions or other catastrophes, unusually severe weather, accidents, epidemics or quarantine restrictions, acts of local, state or national governments, or public agencies, labor disputes or shortages, energy or material shortages, utility or communication failures or delays, threats or acts of terrorism, delays of a supplier of FC, or causes beyond the reasonable control and without the fault or negligence of FC. In the event of any such delay, the date of delivery shall be deferred for a period equal to the time lost by reason of the delay.
Warranty – FC warrants that, upon delivery, the products sold to Customer will be free from defects in material and workmanship furnished by FC and will conform, within normal commercial tolerances, to applicable specifications. This warranty shall apply only where the Customer has given FC written notice of such defect or nonconformity within ninety (90) days after delivery of the products by FC. This warranty does not extend to any product which has been subjected to abuse, misuse, neglect or accident, or to any product which has been repaired or altered by a party other than FC. THE FOREGOING WARRANTY IS THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, ITHOUTLIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESCRIPTION, QUALITY, PRODUCTIVENESS OR OTHERWISE. All returns must be preceded by factory authorization.
A 25% restocking charge will apply to any FC product that is authorized for return. All materials returned to FC should be in original cartons and be in unused condition. Restocking charges are subject to change depending on condition of items returned to FC. Flexo Concepts Cut-to-Length and Custom parts are non-returnable.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FC BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), WARRANTY, OR UNDER ANY STATUTE OR ON ANY OTHER BASIS FOR: (i) SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, MULTIPLE OR CONSEQUENTIAL DAMAGES SUSTAINED BY BUYER OR ANY OTHER PERSON OR ENTITY ARISING OUT OF, RESULTING FROM OR RELATING TO THE MANUFACTURE OR SALE OF PRODUCTS, FC’S PERFORMANCE OR FAILURE TO PERFORM ITS OBLIGATIONS, THE POSSESSION OR USE OF ANY PRODUCT, OR THE PERFORMANCE BY FC OF ANY SERVICES, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT DOWNTIME, LOSS OF REVENUE, PROFITS, GOODWILL, OR BUSINESS OR OTHER FINANCIAL LOSS, AND (ii) AGGREGATE DAMAGES FOR ANY AND ALL CLAIMS ARISING OUT OF, RESULTING FROM OR RELATING TO THE MANUFACTURE OR SALE OF PRODUCTS, FC’S PERFORMANCE OR FAILURE TO PERFORM ITS OBLIGATIONS, THE POSSESSION OR USE OF ANY PRODUCT, OR THE PERFORMANCE BY FC OF ANY SERVICES, IN EXCESS OF THE PRICE RECEIVED BY FC FROM BUYER FOR THE AFFECTED PRODUCT OR SERVICE.
MicroClean System – The purchase of a MicroClean System is subject to terms and conditions which are provided by FC to the Customer at the time of order and authorized by the Customer prior to processing the order.
Buyer agrees to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export to any country, or release to a national of a restricted country, of any technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained to the countries specified in the applicable U.S. Export Administration Regulations (or any successor supplement or regulations). This applies to purchases made from the US only.
Any information you provide to FC in order to obtain product samples, sign up for newsletters, view product demonstrations, or for other purposes will not be rented, sold or redistributed to any third party.
If you provide your email address to FC during the course of conducting business it may be placed on an electronic mailing list used to keep customers, resellers and industry media informed of news and events relevant to our company. However, if you prefer not to receive messages from us, each electronic message sent to you contains instructions for opting out of future transmissions.