Standard Terms and Conditions of Sale
The following Terms and Conditions of Sale apply to StepOne Tech America Inc.´s sale of products:
The term "Seller" as used herein shall refer to StepOne Tech America Inc. The term "Buyer" as used herein shall refer to the customer designated on a Seller´s written order acknowledgment (“Order Acknowledgement”) submitted to the Buyer by e-mail which contains or incorporates by reference these Standard Terms and Conditions for Sale. The terms “Product” or “Products” refer to the goods or Services (as defined hereinafter) sold by Seller described on a Seller´s Order Acknowledgement. The term "contract" as used herein shall refer to the terms, conditions and warranties contained in this document.
2. Products and sale terms
Buyer agrees to purchase and Seller agrees to sell Products specified in Seller’s Order Acknowledgement solely under the terms of this contract. The only means by which the terms of any sale or other transaction with Buyer may be altered or amended shall be in a written agreement or amendment executed by both parties. Any terms or conditions in addition to or different from this contract asserted by Buyer as applicable to this transaction, in a purchase order, on a web site, or otherwise incorporated by reference (including general or special conditions, plans, specifications, samples, or quality standard), are inapplicable and invalid, and rejected by Seller.
Although it is Seller's practice to provide as much advance notice as possible, prices are subject to change without notice and adjustment to Seller's prices in effect at time of order placement. Unless otherwise specified by Seller, prices are for the specific quantity stated and do not include special packing. Prices for any undelivered goods or services may be increased by Seller in the event of any increase in the cost to Seller of supplies, raw materials, labor or services, or any increase in Seller's cost resulting from any cause beyond Seller's control.
(a) Payment will be made according to agreed upon terms: credit card or Paypal or other equivalent means.
(a) Standard payment terms require payment in advance before the shipment of any or all of the goods specified herein. If Seller believes in good faith that Buyer's ability to make the payment called for by this contract is or may be impaired, Seller may cancel this contract or any remaining balance thereof, without incurring any liability. Buyer remains liable to pay for any goods already shipped.
Unless otherwise agreed in writing, Buyer shall be responsible for the payment of any and all Federal, state and local sales, use, and excise taxes and all other taxes and charges assessed in connection with sales made under this contract.
All shipments will be made DDP (Delivered Duty Paid - Incoterms 2020 ) unless otherwise specified in Seller’s Order Acknowledgement. Seller bears all the costs relating to the goods and their transport until the delivery including packing, labeling, freight, customs clearance and duties.
All delivery dates are approximate. Seller will use commercially reasonable efforts to fill orders according to the delivery dates acknowledged by Seller.
Unless Buyer notifies Seller in writing within ten (10) calendar days from the date of shipment receival of any goods or services that said goods or services are rejected, they will be deemed to have been accepted by Buyer. In order for the notice of rejection to be effective, it must also specify the reason(s) why the goods or services are being rejected.
All returned items must be in new and unused condition, with all original tags and labels attached. To return an item, Buyer must email Seller´s customer service at [email protected] to obtain a return authorization number and further shipping instructions. After receiving the return authorization number, the items must be securely placed in its original packaging and include the Buyer´s proof of purchasing. Buyer is responsible for all return shipping charges.
10. Seller's limited warranty and limitation of liabilities
(a) Subject to the terms, exclusions and limitations herein, Seller exclusively warrants the eFlexFuel™ units purchased through Seller to be free of defects in workmanship or materials when properly installed on initial Buyer’s vehicle. This Limited Warranty is made as of the date of first retail purchase and is extended only to the initial retail purchaser. Limited Warranty term is 5 years (60 months) counted from the date of initial retail sale.
(b) Seller´s Limited Warranty does not cover damage or defect in the wiring harness and connectors if initial Buyer transfers harness or eFlexFuel™ unit to another vehicle. Damage to Buyer´s vehicle, vehicle systems, other products or components not manufactured according to Seller´s high-quality standards are not covered. Seller makes no warranty with respect to vehicle emissions, emissions compliance, or components of Buyer´s vehicle emissions system.
(c) Obtaining Seller´s warranty & customer service
Seller will coordinate and expedite all warranties, returns, and exchanges as quickly as possible. For all issues Buyer must have available:
1. Proof of product purchase with date, purchaser name, reseller contact and VIN of Buyer´s eFlexFuel™ unit is installed upon (REQUIRED).
2. Photos or video with brief description of indicated issue(s).
3. Customer contact information and shipping address.
(d) At Seller´s option and upon inspection and determination of covered defect, the exclusive remedy provided hereunder shall be either replacement with eFlexFuel™ products of equal or greater value, or purchase price reimbursement to the initial Buyer. All labor, diagnostics, removal, installation and shipping costs are Buyer’s responsibility. The Limited Warranty hereunder is not transferable.
No employee, reseller or other agent of Seller is authorized to amend this written Limited Warranty or make additional representations or warranties regarding any eFlexFuel™ product. Written notice of any claim for breach/damages related to this Limited Warranty must be provided to Seller within 30 days of the date Buyer´s Limited Warranty expires. For separate, valuable consideration received; all claims arising from or related to purchase or use of eFlexFuel™ products are exclusively subject to binding arbitration between a single initial retail purchaser and Seller using an arbitrator supplied by and according to Consumer Arbitration Rules of the American Arbitration Association (“AAA”). Any claim for arbitration must be made and received by Seller and AAA within ninety (90) days of the date Buyer´s Limited Warranty expires. The venue/place for arbitration shall be Pierce County, Washington unless otherwise mutually agreed in writing by the parties.
(e) Excluded from this Limited Warranty are normal wear or loss of performance over time, damage caused by Buyer´s wiring or installation not according to eFlexFuel™ instructions/warnings or third-party negligence, lack of maintenance, accident, improper application or service. Further, in consideration of the purchase price paid, neither Seller nor any independent Seller´s reseller are responsible for any time loss, rental costs, or for any incidental, consequential, punitive or other damages that may have occurred in connection with any part or product purchased. Buyer´s exclusive remedy hereunder for covered parts is replacement or reimbursement as described above. The duration of any implied warranty shall be limited to the term of express warranty, provided above, except as to purchases from unauthorized Seller´s resellers (see below). All other warranties are hereby disclaimed, except to the extent prohibited by applicable law.
(f) Important: Protect your Limited Warranty by avoiding unauthorized Internet resellers
Seller chooses to distribute its eFlexFuel™products only through independent Authorized Resellers and demonstrating full brand support, stocked inventory, technical expertise and customer support consistent with the premium qualities of these products. BEWARE if Buyer purchases eFlexFuel™ products through an unauthorized reseller on Amazon, EBay, Walmart, Alibaba or other Internet site, the duration of any express warranty herein or implied warranty of merchantability, fitness for a particular purpose or other implied warranty is reduced to 3 months from date of initial retail purchase from the full Limited Warranty term offered purchasers through authorized resellers. Seller reserves the rights to make future revisions to these products and Limited Warranty without prior notice or obligation to upgrade Buyer´s eFlexFuel™unit.
11. Property and ownership rights
Unless otherwise mutually agreed in writing, the design, development or manufacture by Seller of a goods or Service for Buyer shall not be deemed to create a “work made for hire” and shall not give to Buyer any patent, copyright or any other intellectual property right interest in the goods or Services, or any portion thereof. All such rights shall remain the property of Seller. Unless otherwise agreed in writing, all tooling, fixtures, test equipment, models, patterns, molds, processing software, compatibility database and technology, and proprietary information of Seller, whether or not made for, obtained, created, or developed by Seller for the performance of this contract, shall remain the sole property of Seller; and the payment by Buyer of any costs or expenses relating to any of the foregoing (including non-recurring expenses), shall not be deemed to grant Buyer any ownership interests therein.
Unless otherwise provided in writing, Seller reserves the right to change specifications of goods ordered by Buyer herein, provided that the changes will not materially affect form, fit or function.
14. Excusable delays
In addition to any excuse provided by applicable law, Seller shall not be charged with any liability for delay, non-delivery or failure to perform any of its obligations herein arising from any event beyond Seller's control, whether or not foreseeable by either party, including but not limited to, delays of suppliers, labor disturbance or strike, war, terrorism, epidemic, pandemic, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, inability of Seller to obtain materials, shortages of materials, and other causes or events beyond Seller's control, whether or not similar to those enumerated above.
(a) Each Buyer order for Products is subject to acceptance in writing by Seller. No order will vary these terms.
(b) Order Changes - Buyer is liable for the costs of any changes to the goods, services, delivery schedule or specifications requested by Buyer and agreed to by Seller including, but not limited to, cancellation or restocking charges, non-recurring engineering costs and other expenses, tooling and fixture charges, re-certification charges, re-work, wastage, and disassembly labor costs.
(c) Non-standard goods/No Cancellations or Returns- All non-standard goods manufactured for Buyer, including all special materials and supplies necessary to perform the work specified, are non-cancellable and non-returnable (“NCNR”).
Except as otherwise agreed in writing, Buyer shall not have the right to terminate or reschedule all or any portion or installment of the Products covered by this contract without the written consent of Seller.
17. Buyer's default
Payment as required by the terms of this contract must be made when due regardless of any claim by Buyer. Failure by Buyer to pay the purchase price when due, or otherwise to perform this contract, shall give Seller the unlimited right, without liability, to take possession of the Products, with or without notice, and to have all of the remedies of a secured party. In addition, Seller, at its option by giving written notice to Buyer of its election to do so, may, cancel any undelivered portions thereof and/or demand immediate payment of all outstanding bills of Buyer. All rights and remedies of Seller shall be cumulative and may be exercised successively or concurrently without impairing Seller's security interest in the goods. Buyer agrees to pay Seller reasonable attorneys' fees and legal expenses incurred by Seller in exercising any of its rights and remedies upon default in such amount as is permissible under law. All the foregoing is without limitation or waiver of any other rights or remedies available to Seller according to law or otherwise.
18. Disclaimer for critical applications
Products are not intended or authorized for use on other products for which a Product failure could cause personal injury or death. If Buyer or Buyer's customers use or permit the use of Products for such unintended or unauthorized uses, Buyer agrees to fully indemnify Seller, its officers, employees and distributors, from all liability related to such use, including attorneys’ fees and costs.
19. Governing law and venue
All claims arising from or related to purchase or use of eFlexFuel™ products are exclusively subject to binding arbitration between a single initial Buyer and Seller using an arbitrator supplied by and according to Consumer Arbitration Rules of the American Arbitration Association (“AAA”) . Any claim for arbitration must be made and received by Seller and AAA within ninety (90) days of the date Buyer´s Limited Warranty expires. The venue/place for arbitration shall be Pierce County, Washington, unless otherwise mutually agreed in writing by the parties.
(a) This contract contains the entire agreement between the parties and supersedes any prior or contemporaneous oral or written agreements or communications between them relating the subject matter thereof.
(b) Buyer agrees to comply with all applicable import laws, regulations and orders. Specifically, but without limitation, Buyer agrees that it will not resell, re-export or ship, directly or indirectly, any Products or technical data in any form without obtaining appropriate export or re-export licenses.
(c) This contract may not be assigned, modified, or terminated without Seller's prior written consent, and any attempt to assign, modify or terminate without such consent shall be void.
(d) No delay or omission to exercise any right, power or remedy accruing to Seller upon breach or default by Buyer under this contract shall impair any such right, power or remedy of Seller, or shall be construed as a waiver of any such breach or default, or any similar breach or default thereafter occurring; nor shall any waiver of a single breach or default be deemed a waiver of any subsequent breach or default. All waivers must be in writing.
(e) No amendments to or modifications of the provisions of this contract will be valid and binding upon Seller unless in writing and signed by an authorized representative of Seller.