Terms and Conditions
These Terms and Conditions of Sale cover FREIGHTWATCH's sales of its products and services. These terms and conditions of sale do not apply to the sales by companies that FREIGHTWATCH does not own or control. In addition, certain FREIGHTWATCH associated companies have their own different terms and conditions of sale which can be reviewed at thier respective sites. We encourage you to read the entire set of terms and conditions.
These terms constitute the complete and exclusive expression by the parties concerning their subject matter and supersede any and all prior or contemporaneous conversations, understandings, communications and agreements between the parties. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege shall operate as a waiver thereof.
Goods are sold F.O.B. FreightWatch's shipping point. Risk of loss and title shall transfer upon shipment.
Prices and Payment Terms
Unless otherwise stated in a FreightWatch quotation, prices are stated in U.S. dollars, are subject to change without notice, and do not include taxes or duties of any kind. Subject to credit approval, payment terms are net 30 days from the date of invoice. If payment is not timely made, FreightWatch shall have the right to charge interest on the unpaid balance, which shall accrue from the due date at a rate, which is the lesser of 2% per month, or the maximum legal rate. Buyer shall indemnify FreightWatch against any and all expenses of collection arising from Buyer's default. Cancellation shall be subject to FreightWatch’s approval, and shall entitle FreightWatch to damages.
Disclaimer of Warranties
FreightWatch makes no warranties, express or implied, with respect to the services provided or the merchandise purchased hereunder, except such warranties as may be made by FreightWatch under a separate warranty agreement between FreightWatch and Buyer. IN PARTICULAR, FREIGHTWATCH DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Should any of the foregoing disclaimers be held invalid, in whole or in part, for any reason, FreightWatch's sole liability on any claim for breach of warranty shall be, at its option, to replace or repair any allegedly defective merchandise.
Limation of Liability
NEITHER FREIGHTWATCH, NOR ANY COMPANY AFFILIATED WITH FREIGHTWATCH, NOR ANY OFFICER, DIRECTOR, EMPLOYEE, SUBCONTRACTOR, AGENT, SUCCESSOR OR ASSIGN OF FREIGHTWATCH OR ANY SUCH COMPANY (COLLECTIVELY, A "RELATED PARTY") SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH THE MERCHANDISE SOLD TO BUYER OR FREIGHTWATCH'S FAILURE TO PERFORM ITS SERVICE OBLIGATIONS TO BUYER, REGARDLESS OF THE FORM OF ACTION, WHETHER IT BE IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH DAMAGES ARE FORESEEABLE, EVEN IF FREIGHTWATCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FreightWatch's liability to Buyer from any claim arising out of or in relation to services rendered or merchandise purchased shall not exceed the amount paid by Buyer to FreightWatch with respect thereto. Damages in such amount shall be in lieu of all other remedies which the Buyer may have against FreightWatch or any related party.
Buyer shall comply with all the United States laws, regulations, rules and guidelines dealing with the export, re-export, or transfer of goods, software and technology to the extent applicable to the equipment and services sold hereunder.
Unless specifically agreed in writing, shipment dates quoted are estimates, and FreightWatch does not guarantee a particular date for shipment or delivery of the goods. FreightWatch shall not be liable for any losses, damages, or penalties occasioned by late performance, nor for any deviations in performance due to fires, strikes, labor disputes, supplier delays, governmental actions, acts of terrorism, acts of nature, or any other condition beyond FreightWatch's control. Partial shipments are authorized.
Any agreement arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Texas (excluding its choice of law provisions). The provisions of the U.N. Convention on Contracts for the International Sales of Goods shall not be applicable. A determination that any provision of a resulting agreement is ineffective or unenforceable shall not impair the enforceability of other provisions contained herein.