Terms and Conditions of Sale
Below you will find the Terms and Conditions of Sale applicable to our commercial activities. Please refer to the relevant text based on your region or business relationship.
Movex S.p.A.:
The following Terms and Conditions of Sale apply to all transactions and agreements with Movex S.p.A. and its affiliates, excluding Movex USA, Inc., whose terms are provided separately below.
1. General – Scope of Application
1 The general terms and conditions of sale (“Sales Conditions”) set forth herein apply to all products or services (“Products”) supplied by Movex S.p.A (“Seller“) to a purchasing company (“Buyer”) in a sales transaction. Seller does not accept conditions of Buyer which are contradictory to or diverging from the Sales Conditions unless Seller expressly approves of their validity in writing. These Sales Conditions also apply in case Seller supplies Buyer without reservations even though contradiction or divergence of the Buyer’s conditions from the Seller’s Sales Conditions is known to Seller.
2 All agreements between Seller and Buyer concerning the performance of the contract at hand are set down in writing therein. For the avoidance of any misunderstandings, subsidiary agreements not put into writing do not exist.
3 Until further notice, the Sales Conditions also apply to all future transactions with Buyer.
2. Size of order
1 The size of the order is to be determined by Seller's written confirmation of order .In the event that Seller submits an offer open for acceptance within a specified period and that offer is accepted by Buyer within that period Seller's offer shall determine the size of the order. Any amendments to or variations from Seller's written confirmation of order or offer require Seller's confirmation in writing.
2 Seller reserves the right to deliver +/- 10% of the ordered quantity and/or technically altered Products, if such minor and/or major quantity and/or technical alteration is reasonable with respect to the Buyer’s needs.
3 Seller reserves title and any copyright with respect to any estimates of costs, drawings or other documents that Seller has sent to the Buyer. Any such document may not be disclosed to any third party without Seller's prior consent in writing and must be returned to Seller upon request without delay.
3. Performance
1 Delivery products may be subject to modifications as far as customary in trade or technically inevitable and not unreasonable for Buyer.
2 Specifications concerning conditions and possible use of Seller’s products do not imply any guarantee, particularly not in accordance with law, unless they are expressly set out as such in writing.
3 In view of sec. (2) Buyer is not released from the duty to test the suitability of the Products for the intended purpose.
4 Cancellation or modification requests can be evaluated only if placed within 48 hours after receipt of order confirmation.
Any modification requested after that period will not be taken into consideration, unless differently agreed between the parties.
5 Seller shall use reasonable endeavours to deliver the agreed quantities of serial Products according to Buyer’s wishes or agreed-upon drawings and of Seller's outsize non-standard Products but shall not be liable for minimal deviations.
The quantity actually delivered shall be charged. In case of prepayment, the difference shall be credited at once. In case of short delivery Buyer shall be informed immediately..
4. Prices – Terms of payment
1 Unless otherwise agreed by Seller in the order confirmation, prices are quoted in EURO and are effective EXW warehouse Castelli Calepio, Incoterms 2020, packaging not included.
Any other possible additional costs, such as bank charges or expenditure for customs clearance, shall be borne by Buyer.
2 Minimum value for orders is EUR 100.00 net of product value. In case of lower value, handling fee of EUR 25.00 is charged.
3 Value added tax is not included in Seller’s prices; it is set out separately on the invoice at the statutory rate of the date of Seller’s invoice.
4 In case the delivery time is longer than 4 months Seller reserves the right to introduce price changes in case of cost increase after closure of contract, particularly owing to changes in cost of materials and to wage settlements. Changes in the individual items concerned shall be proven to Buyer on demand.
However, Seller shall not be obliged to disclose the calculation as a whole.
5 Should unusual substantial increases in cost occur after closure of the contract, e.g. in Seller’s or Seller’s suppliers’ costs for raw materials, energy or freight, and should these rises lead to considerable increase in Seller’s purchase prices and prime costs, Seller is entitled to demand negotiations with Buyer for price adjustment at once.
6 Failing any other explicit arrangements, payment must be credited net within 30 days following the date of Seller’s invoice. Bills of exchange and cheques are only accepted on explicit agreement.
7 In case of default in payment, statutory regulations apply. Particularly, Buyer must pay interest at 8 percentage points above the current base rate of the European Central Bank on Seller‘s claim.
8 Buyer is not entitled to set off any counterclaims or to lay a lien on his payment, unless said claims are legally confirmed, undisputed or have been accepted by Seller.
9 Seller’s prices apply for the scope of performance and delivery that has been agreed. Any additional or special performance is charged for separately.
5. Terms of delivery
1 Delivery prior to the expiry of the delivery period and partial deliveries are allowed. Reservation is made that Seller is supplied with the material in a punctual and correct way.
2 Any term of delivery is approximate and not binding, unless confirmed by Seller in writing.
3 The delivery period shall commence from the day on which Seller forwards Seller's confirmation of order or from acceptance of Seller's offer by Buyer. The delivery period shall be met if on its expiry the Goods have left Seller's works or if Buyer has been notified of their readiness for dispatch.
4 The delivery period shall be extended by an appropriate period in the event of industrial disputes and in particular of, but not limited to, strikes and lock-outs , and any unforeseen obstacles beyond Seller's control.
Seller shall notify Buyer as soon as possible of the beginning and the end of obstacles of the above-mentioned type.
5 If after closure of contract Buyer requests modifications and/or amendments to the contract which make it impossible or unreasonably difficult to deliver the Goods within the agreed-upon delivery period, then the delivery period shall be extended by an appropriate amount of time. The delivery period shall also be extended by an appropriate amount of time if Buyer does not deliver all necessary documents, approvals, clearance papers, plans and other documents in time.
6 If dispatch is delayed upon Buyer's request, Seller is entitled after expiry of one month after notification of the readiness of the Goods for dispatch, to charge Buyer for storage costs an amount of at least 0.5% of the invoiced amount for every month of additional storage of the Goods. This rate shall be higher if Seller proves higher damage. Seller is entitled to fix an appropriate extended grace period and on its expiry without any delivery having been made to decide otherwise on the Goods' usage and to supply Buyer within an appropriate delivery period at the prices then valid.
7 Seller shall have the right of retention with respect to further deliveries until all previous deliveries have been paid.
6. Delay in Delivery and Impossibility of Performance
1 Notwithstanding Buyer’s right to withdraw from the contract in case of defects of the Goods, Buyer may withdraw from the contract in the event of Seller's impossibility to perform or of a delay in delivery only if the impossibility to perform or the delay in delivery are caused by Seller's negligent or wilful act.
2 In the event of a delay in delivery, Buyer has the right to set a grace period of at least four weeks, indicating expressly that Buyer shall withdraw from the contract and/or claim for damages upon fruitless expiry of the grace period. Upon fruitless expiry of the grace period Buyer shall, upon Seller's request, declare whether Buyer still claims for delivery or for damages or intends to withdraw from the contract. Buyer is not entitled to withdraw from the contract or to claim for damages instead of accepting delivery, should Buyer fail to notify Seller on Buyer's intention to do so within a reasonable period of time set by us.
7. Transfer of Risk, Shipping and Acceptance
1 The risk of loss and deterioration of the Goods shall be transferred to the Buyer immediately upon dispatch of the Goods to Buyer or collection of the Goods by Buyer. The same applies to partial deliveries and if Seller has accepted additional obligations, such as transportation costs.
2 Should dispatch be delayed in consequence of circumstances which Buyer is responsible for, the(1) risk of loss and deterioration of the Goods pursuant to the forgoing sub-clause shall be transferred to the Buyer at the date of notification of the readiness of the Goods for dispatch.
3 Packaging and shipping of the Goods are at Seller's discretion. All costs related to packaging and shipping are borne by the Buyer. Seller shall take insurance coverage against damages caused by theft, breakage, transport, fire, water and other insurable risks only upon an explicit request by Buyer in writing and subject to payment of the respective expenses by Buyer in advance.
4 Buyer must accept the delivered Goods, even in case of irrelevant deviations from agreed-upon quality of the Goods and irrelevant decrease in suitability of the Goods for a specific purpose.
8. Liability for Faulty Goods
1 Buyer’s right to claim for liability for defects presupposes Buyer’s inspection of the Products immediately upon delivery. Should any defects become manifest during such inspection, Buyer shall give written notice thereof to Seller immediately after discovery of said defect(s). Omission of notification shall be deemed as acceptance of the delivery products unless a defect appears later which was not identifiable during above inspection. Nevertheless, the delivery products are deemed accepted as well, if Buyer omits immediate notification of said (hidden) defects in writing. The timely dispatch of the claim shall preserve Buyer‘s rights. Furthermore, all provisions of the law shall apply.
2 In case of justified complaints Seller is entitled to subsequent performance which may be carried out as elimination of defect(s) or delivery of faultless items, as Seller‘s choice may be.
3 Subsequent performance – irrespective of its extent – shall not be considered as acknowledgement of any asserted defects.
4 Where subsequent performance fails, Buyer shall be entitled to rescission of the contract or to a price reduction, according to Buyer’s choice.
5 Statutory provisions shall apply in case of Buyer‘s claims due to Seller‘s intent or gross negligence. As far as claims do not concern any intentional breach of contract, Seller shall be liable for foreseeable, typically arising damages only.
6 Furthermore, statutory provisions shall apply in case of Seller‘s culpable breach of cardinal contractual obligations; in that event Seller‘s liability shall be limited to foreseeable, typically arising damages only.
7 As far as Buyer is entitled to claim for indemnity instead of Seller‘s performance, Seller‘s liability in the context of sec. (4) shall as well be limited to foreseeable, typically arising damages only.
8 Seller‘s liability for culpable personal injury shall remain unaffected as shall be liability according to the product liability rule.
9 Seller takes no further liability than stated above, particularly not for claims concerning indirect damage or loss of profit.
10 Period of warranty shall expire twelve (12) months after transfer of risk.
9. Return of Delivery
Return of products as new always requires Seller’s consent; costs for freight and packaging shall have to be borne by Buyer. A restocking fee starting from 25% may be deducted from the credit note made out for the amount of the returned delivery. Credit notes may only be credited with products.
10. Liability and Damages
1 Notwithstanding any other provision in the conditions, all claims for damages of the Buyer, i.e. liability for defects, liability for impossibility of performance and delay in delivery, as well as any liability for damages arising from a breach of any obligation before or at the time of contracting, breach of secondary contractual obligations, tort, or any other consequential loss or damage of whatsoever nature and howsoever arising shall be excluded. The same applies if the damage was caused by Seller's duly authorized agents.
2 Seller shall only be liable if and to the extend that it can be proved that Seller, the Seller's executives and/or duly authorized agents were acting wilfully or with gross negligence, including such cases in which Seller was in breach of cardinal obligations whereby the overall purpose of the contract was jeopardized. Seller shall not be liable for any irrelevant breach of Seller's obligations.
3 In case of negligent breach of cardinal obligations, Seller's liability shall be limited to the amount of the value of the order. Should, as an exception , the value of the order not correspond to the typically foreseeable damages arising from such breach of cardinal obligations, then Seller's liability shall be limited to such typically foreseeable damage.
4 Should Seller by ordinary negligence omit to provide, before or after the closure of the contract, the necessary instructions or not abide by secondary obligations - in particular the instructions for the operation and maintenance of the Goods and thereby cause damage or loss to Buyer, Seller's liability for aforesaid omission or non-observance is expressly excluded without prejudice to any liability for grossly negligent or willful acts.
11. Intellectual Property Rights
1 Buyer warrants that production of items according to Buyer‘s instructions does not infringe third parties’ rights. Insofar Seller expressly excludes any liability.
2 Should infringement of intellectual property rights be substantiated to Seller by a third party, Seller is entitled to abandon any further activity running contrary to those rights.
3 If so, Buyer shall indemnify Seller from third parties’ claims on first demand. Buyer’s duty of release comprises any expenditure Seller necessarily incurs in the context of third parties' claims.
4 Seller reserves the right of further claims for indemnity.
5 Statute of limitation concerning said claims expires ten (10) years as of conclusion of the respective contract.
12. Retention of Title
1 Seller reserves the right of property in the delivery products until Buyer completely satisfies Seller‘s claims already agreed upon at conclusion of the contract at hand. In case of current account, retention of title serves as security for Seller‘s entire balance claim.
2 Buyer shall store the reserved property free of charge for Seller. Buyer is obliged to treat the reserved property with care; necessary maintenance or inspections are to be performed in time by Buyer at Buyer‘s own expenses. Particularly Buyer is obliged to insure Seller‘s property sufficiently according to its replacement value and at Buyer‘s own expenses against damage caused by fire, water, theft and vandalism.
Claims arising from said insurances as well as everything possibly acquired as a substitute according to the law are herewith assigned from Buyer to Seller; Seller hereby accepts assignment. Despite the transfer, Buyer is entitled to assert and collect the debt in his name, by legal proceedings if need be. Seller‘s entitlement to collection of debts remains unaffected by Buyer‘s authorisation.
3 In case of garnishment or other intervention of third parties, Buyer is obliged to notify Seller in writing at once in order to enable Seller to institute an action (third-party claim proceedings) in accordance with the law; Buyer is obliged to inform concerned third parties about Seller’s rights. Buyer shall be liable for Seller’s detriment, if and to the extent to which third parties are not able to refund costs arising in or out of court for actions taken in accordance with the law.
4 Even after assignment Buyer remains authorised to collect outstanding claims. This shall not influence Seller’s right to collect the debt. However, Seller shall not collect the debt as long as: Buyer fulfils his obligation of payment from the sales revenue, Buyer is not in arrears with payment, no application for opening composition or insolvency proceedings is filed, payment has not been stopped.
Should one of these cases apply, Buyer may be required to inform Seller about the assigned debts and the respective debtor, to give all details necessary for collection, to hand over all necessary documents and to inform the debtor (third party) about the assignment of claims.
5 Buyer is not entitled to assignment of claims arising from the resale of Seller’s merchandise under reserved property.
6 Should the merchandise under reserved property be processed or modified by Buyer, such processing and modification shall always be deemed to have been performed on Seller’s behalf. Should the delivery products under reserved property be processed or modified along with other objects not belonging to Seller, Seller acquires co-ownership in the resulting merchandise at an interest depending on the ratio of value of the delivery products (amount of the invoice, taxes incl.) to the other objects‘ value which do not belong to Seller. Relevant value shall be that at the time of processing or modification. Furthermore, above provisions concerning delivery products under reserved property apply accordingly.
7 Should the resulting merchandise consist of Buyer‘s objects forming the main part, Buyer herewith undertakes to assign proportionate co-ownership to Seller according to Seller‘s contribution. The parties hereby agree upon passage of title. Furthermore, above provisions concerning delivery products under reserved property apply accordingly.
8 Seller hereby covenants to gradually release on Buyer‘s request the securities obtained by retention of title in so far as the property’s realizable value exceeds the debts to be secured not only temporarily by more than 10 %.
The choice of the securities to be released is incumbent upon Seller.
13. Secrecy
1 Buyer is obliged to keep all illustrations, drawings, calculations, other documents or information secret, as well as all commercial and technical details not commonly known, which Buyer has received in this business connection, unless disclosure has been expressly agreed by Seller in writing.
2 The secrecy obligation shall survive performance of this contract, but shall lapse if and in so far as the information included in the entrusted illustrations, drawings, calculations or other documents has become common knowledge.
14. Place of Performance – Jurisdiction
1 Unless otherwise stated in the order confirmation, Seller’s place of business shall be the place of performance.
2 The parties agree that for the settlement of all matters relating to the construction, performance, termination, validity and effect of this contract, none
excepted and barred, the Italian Jurisdiction shall be exclusively competent with territorial jurisdiction of the Bergamo Court.
15. Applicable Law
1 In addition to the above Sales Conditions, the parties agree that the transaction is subject to the Italian law.
2 Furthermore, Incoterms 2020 shall apply along with the Sales Conditions.
Notice for data protection: Seller informs Buyer that all data related to Buyer’s company is digitally stored or processed for Seller and Buyer’s business purposes.
Movex USA, Inc.
The Terms and Conditions of Sale outlined below apply specifically to Movex, Inc. USA.
IMPORTANT – PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS AND CONDITIONS OF SALE AGREEMENT BEFORE ACCESSING, USING, OR PLACING AN ORDER WITH MOVEX USA, INC.. THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES (SEE SECTION 8 AND 10). THESE TERMS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT. PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
THIS AGREEMENT CONTAINS ARBITRATION PROVISION THAT WAIVES YOUR RIGHT TO A COURT HEARING, AND RIGHT TO A JURY TRIAL. ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW IN SECTION 13.
1. Scope of Application
This Terms and Conditions of Sale Agreement (“Agreement”) applies to all sales of products or services by Movex USA, Inc. (“Seller”) to any purchaser (“Buyer”). Seller and Buyer are each referred to as a “Party” and collectively as the “Parties”. Any agreement proposed by Buyer that conflicts with or adds to this Agreement are rejected unless expressly accepted in writing by Seller. This Agreement, together with Seller’s quotation, order confirmation, or other written agreement, constitutes the entire agreement between Seller and Buyer for the sale, and supersede any prior or inconsistent communications. No amendment or waiver of this Agreement is binding unless in a written instrument signed by an authorized representative of Seller. This Agreement shall also apply to all future transactions between Seller and Buyer unless otherwise agreed in writing. If there is a conflict between the terms of this Agreement and any other document or Agreement and conditions referred to herein, this Agreement controls.
2. Orders and Acceptance
No order is binding upon Seller until accepted by Seller. An order is considered accepted only when Seller issues a written order confirmation or upon shipment of the products, whichever occurs first. The scope and specifications of the order are defined exclusively by Seller’s order confirmation (or by Seller’s written quote if accepted within its stated validity period). Changes or cancellations to an order after acceptance require Seller’s written consent. Seller will attempt to accommodate order modification requests made within 48 hours of order confirmation but makes no guarantee that changes or cancellations can be honored. Seller reserves the right to deliver up to ±10% of the quantity ordered (with a corresponding adjustment in price) or to make minor technical modifications to the products, provided such variations are reasonable to Seller and do not materially affect the form, fit, or function of the products for Buyer’s purposes.
3. Prices and Payment
Prices are those specified by Seller in the order confirmation or, if no price is specified, Seller's then-current list price at the time of shipment. Unless otherwise stated, prices are in U.S. Dollars and are EXW (Ex Works) Seller’s facility, exclusive of shipping, insurance, taxes, duties, and packaging. Buyer is responsible for any such additional costs, as well as any bank charges or customs clearance fees. Seller may impose a minimum order value (for example, $100); orders below the minimum may incur a handling surcharge (e.g. $25). Applicable sales or value-added taxes will be added to the invoice at the statutory rate in effect on the date of invoice.
Payment is due net 30 days from the invoice date, unless otherwise agreed in writing. Buyer shall make payments in full, without set-off or withholding, to the account designated by Seller. If Buyer fails to pay any amount when due, Seller may charge interest on the overdue amount at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower, from the due date until payment is received. Except for Force Majeure events as defined in Section 4 of this Agreement, Buyer shall be liable to Seller for all reasonable costs incurred as a result of an unpaid invoice, including but not limited to collection costs, storage fees, and administrative expenses. In the event that Buyer does not cure any account outstanding 15 days after it receives a written notice to cure as provided in Section 12 of this Agreement, Buyer shall pay all costs (including attorneys’ fees) incurred by Seller in attempting to collect amounts due and otherwise enforcing this Agreement and conditions. Buyer agrees that, unless Buyer makes payment in advance, per Section 6 of this Agreement, Seller will have a purchase money security interest in all products from Buyer to secure payment in full of all amounts due from Buyer, and its order for the products, together with this Agreement and conditions, form a security agreement. Buyer shall keep the equipment free of all taxes and encumbrances and shall not assign or transfer any interest in the equipment until all payments due to Seller have been made. Buyer is not entitled to offset any counterclaims against amounts due, except with Seller’s prior written agreement or if such counterclaim has been finally adjudicated in Buyer’s favor. Seller reserves the right to suspend or withhold further deliveries if Buyer is in default of payment for any previous shipment.
Seller reserves the right to adjust the price of undelivered products in the event of a significant increase in Seller’s costs (for example, raw materials, labor, tariffs, or shipping costs) that occurs beyond Seller’s control and after the order is confirmed, especially for deliveries scheduled more than four (4) months out. In such case, Seller will notify Buyer of the cost increase and the Parties shall negotiate an equitable price adjustment in good faith. If the Parties cannot agree on an adjustment within a reasonable time, Seller may, at its option, terminate the affected order without liability.
4. Delivery and Risk of Loss
Delivery or shipping dates provided by Seller are estimates only, unless Seller has expressly guaranteed a delivery date in writing. Seller will use commercially reasonable efforts to deliver the products within the agreed timeframe but shall not be liable for any failure or delay in delivery. Seller may make partial shipments of an order and invoice each shipment separately, and Buyer shall accept and pay for such partial deliveries. Early delivery of products is permitted.
All deliveries are made EXW Seller’s facility unless otherwise specified in writing. Purchased products shall be considered to be sold when each “ordered” product leaves Seller’s premises for delivery purposes. Risk of loss or damage to the “ordered” products passes to Buyer when the products leave Seller’s premises for delivery purposes. This applies to partial deliveries as well. If shipment is delayed or unable to be completed due to any act or omission of Buyer (including Buyer’s failure to provide necessary information, documents, import clearances, or to take delivery of the products on the agreed date), risk of loss shall transfer to Buyer on the date Seller notifies Buyer that the products are ready for dispatch, and thereafter the products may be stored by Seller at Buyer’s expense and risk. In such event, Seller may charge reasonable storage and handling fees. If Buyer has not remedied the delay or taken delivery within thirty (30) days after Seller's written notice, Seller may, at its discretion, dispose of or resell the products and adjust the order quantities and amounts accordingly, without liability to Buyer.
Seller will arrange packaging and shipment in a commercially appropriate manner at its discretion unless specific instructions are agreed in writing. Any special packing or shipping requirements requested by Buyer may result in additional charges. Shipping and insurance costs are the responsibility of Buyer. Seller will insure shipments against ordinary transit risks (such as loss or damage) only if and to the extent Buyer specifically requests insurance in writing and agrees to bear the cost.
Seller shall not be liable for delays, inability to deliver, or increased costs due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, labor disputes or strikes, fire, war, acts of terrorism, government restrictions or regulations, supply chain disruptions, cyber-attacks, or delays by suppliers or carriers (“force majeure”). In such cases, the delivery schedule shall be extended for a period equal to the time lost by reason of the delay, or Seller may, at its option, cancel the order in whole or part without liability by written notice to Buyer. Seller will inform Buyer as soon as practicable of any such force majeure event affecting delivery.
5. Tariffs and Governmental Fees
The Parties shall comply with the sales and use tax laws of the state and local governments in where the Agreement is being performed, and each shall pay their appropriate taxes in association with the transactions completed in this Agreement.
If Buyer prepays or is otherwise charged for shipping costs at the time of order, and such shipping costs are subsequently increased or impacted due to the imposition of tariffs, duties, or other governmental charges not in effect at the time of the order, then:
- In the event that the prepaid amount is insufficient to cover the actual shipping charges due to such tariff-related adjustments, Buyer shall receive a memo debit reflecting the shortfall on its next invoice, which shall be payable in accordance with standard payment Agreement.
- In the event that the actual shipping charges are less than the prepaid amount due to favorable changes in tariff or duty rates, Buyer shall receive a memo credit in the amount of the difference, which shall be applied against the next applicable order or invoice.
All such adjustments shall be itemized and supported by carrier documentation and/or applicable customs declarations evidencing the tariff changes.
6. Title and Security Interest
Title to the products remains with Seller, and Seller retains a purchase money security interest in all products sold and delivered to Buyer, until the purchase price (and any other amounts due) is paid in full. At Seller’s request, Buyer shall execute and deliver any documents (including financing statements) necessary to perfect such security interest. Buyer agrees that Seller may file this Agreement or any appropriate financing statement to give notice of Seller’s security interest in the products.
Buyer shall not pledge or allow any lien or other encumbrance on the products before title passes to Buyer. If before title passes, the products are seized or levied upon by a third party (for example, pursuant to a claim against Buyer), or if Seller reasonably believes that any such event is likely, Buyer shall immediately inform the third party of Seller’s title and notify Seller in writing. Buyer will indemnify and hold Seller harmless from any costs, losses, or damages (including attorneys’ fees) arising out of such third-party action if it is due to Buyer’s act or omission.
Buyer is permitted to resell or use the products in the ordinary course of its business before full payment, provided that (a) any sale is made subject to Seller’s security interest, and (b) as between Buyer and its customer, Buyer acts as principal and not as Seller’s agent. If Buyer resells any products before paying Seller in full, Buyer hereby assigns to Seller all receivables or proceeds from such sale to the extent of the unpaid purchase price of those products. Buyer agrees to execute any documents and take any steps necessary to effect or evidence this assignment. Seller grants Buyer a revocable license to collect such receivables in the ordinary course until and unless Buyer is in default under this Agreement, at which time Seller may revoke said license and collect the receivables directly.
7. Inspection and Acceptance of Goods
Buyer shall promptly inspect all products upon receipt at the delivery destination. Any claim by Buyer for shortages, visible defects, non-conformance to the order, or any other discrepancy observable upon reasonable inspection must be communicated in writing to Seller without delay, and in no event later than five (5) business days after Buyer’s receipt of the products. If Buyer fails to give written notice of any defect or non-conformity within this inspection period, the products shall be deemed accepted as delivered, and Buyer waives any right to reject them or claim damages or other remedies for the defect or shortfall that should have been discovered upon reasonable inspection.
In the case of latent defects not reasonably discoverable upon initial inspection, Buyer shall notify Seller in writing immediately upon discovery of such defect and in no event later than the expiry of the warranty period specified in Section 8. Buyer’s notice of defect shall include a detailed description of the issue and supporting evidence (such as photographs or test data) if available. The timely dispatch of Buyer’s notice within the required period shall preserve Buyer’s rights with respect to the defect, pending verification by Seller.
Buyer shall hold any rejected or non-conforming products for Seller’s instructions and inspection. Seller will have a reasonable opportunity to investigate any claim. At Seller’s request, Buyer must return any allegedly non-conforming products to Seller (or, at Seller’s option, allow inspection at Buyer’s site) to enable Seller to evaluate the claim. No products shall be returned to Seller without its prior authorization (see Section 9 on Returns).
8. Limited Warranty and Remedies
Seller warrants that the products supplied will, at the time of delivery, conform to the applicable specifications and be free from significant defects in material and workmanship under normal use and service. This limited warranty is valid for a period of twelve (12) months from the date risk of loss passes to Buyer (the “Warranty Period”), unless a different warranty period is specified in writing for particular products. This warranty extends only to Buyer (and, if Buyer is a distributor or reseller, to the initial end-user purchasing from Buyer).
If, within the Warranty Period, any product proves to be non-conforming or defective in breach of the above warranty, Buyer must promptly notify Seller in writing (in accordance with Section 7). Provided that Buyer’s claim is timely and justified, Seller will, at its option, either: (a) repair the defective product, or (b) supply a replacement product of the same or functionally equivalent type, or (c) credit or refund the purchase price of the defective product (in which case Seller may require return of the product). These remedies are Buyer’s exclusive remedies for any breach of warranty. Any repaired or replaced product will be warranted for the remainder of the original Warranty Period or ninety (90) days from the date of repair/replacement, whichever is longer.
This limited warranty does not cover normal wear and tear or damage to products resulting from improper installation, misuse, neglect, improper maintenance, accident, or modification by anyone other than Seller. Seller has no obligation under this warranty for products that have been altered, repaired, or combined with other equipment not in accordance with Seller’s instructions or approval.
No warranty or liability whatsoever shall attach to Seller under the terms of this Agreement until Buyer has paid for in full to Seller, including shipping, tariffs and other governmental fees for the “ordered” products, and then said warranty/liability shall be limited to the lesser of Seller’s costs to warranty the defective product and/or the purchase price of the defective product. Shipping, and other required materials, as well as installation, and other required services are not warranted by Seller, and those goods and/or services shall have such warranties and liabilities as may be extended by the third parties who sold such goods and/or services to Buyer.
Disclaimer of Other Warranties: Except for the express warranty stated above, Seller makes no other warranties, express or implied, regarding the products. To the fullest extent permitted by law, Seller disclaims all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade. Buyer acknowledges that it is solely responsible for determining the suitability of the products for its intended use and that it is not relying on any statements, representations, or specifications not expressly contained in the contract documents.
9. Returns
Except for warranty claims covered by Section 8, returns of products will be permitted solely at Seller’s discretion. Buyer must first obtain Seller’s prior written authorization (a return material authorization, “RMA”) before returning any product. Any product returned without an RMA or not in accordance with Seller’s return instructions may be refused and returned at Buyer’s expense.
Approved returns must be in new, unused, and resalable condition, with all original parts, accessories, and packaging intact, unless otherwise agreed by Seller. Buyer is responsible for properly packaging returned products to prevent damage in transit and for all shipping and insurance costs of returns (unless the return is due to Seller’s fault).
Seller reserves the right to charge a restocking fee for returned products. The typical restocking fee is a minimum of twenty-five percent (25%) of the invoiced price of the returned items, unless a different amount is specified by Seller. Once the returned products are received and verified by Seller, and if they are in acceptable condition, Seller will issue a credit memo to Buyer’s account for the agreed refund amount (purchase price minus any restocking or handling fees). Such credits can be applied toward future purchases of Seller’s products but will not be paid out in cash, unless required by law or agreed by Seller. Products made to special order or custom specifications are generally non-returnable, except for warranty service as provided in Section 8.
10. Limitation of Liability
Consequential Damage Exclusion: Notwithstanding anything to the contrary, to the fullest extent permitted by law, in no event shall Seller be liable to Buyer or any third party for any indirect, special, incidental, consequential (including without limitation, water damage, product loss, lost revenue or profits), or punitive damages whatsoever, arising out of or related to the products or the transaction, including but not limited to loss of profit, loss of use, loss of production, loss of business, downtime costs, or claims of Buyer’s customers for such damages. This exclusion applies regardless of whether such damages are claimed under contract, warranty, negligence, strict liability, or any other legal theory, and regardless of whether Seller has been advised of the possibility of such damages. In no event shall Seller be liable for any damages (whether direct or indirect) resulting from mold/mould, fungus, bacteria, microbial growth, or other contaminants or airborne biological agents.
Liability Cap: To the fullest extent permitted by law, Seller’s total liability for any claim arising out of or relating to the products or this Agreement (whether in contract, tort, strict liability or otherwise) shall not exceed the price paid by Buyer for the specific product(s) giving rise to the claim. If the claim relates to services, Seller’s liability shall not exceed the fees paid for the specific services giving rise to the claim. The limitations in this section apply in the aggregate to all claims and causes of action and are not per incident.
Buyer acknowledges that the pricing of products reflects the allocation of risk, and the limitations of liability stated herein. Buyer agrees to insure adequately against or bear the risk of any loss in excess of the above limitations, and that Seller shall not be liable for risks that Buyer elects to self-insure.
Exceptions: Nothing in this Agreement is intended to exclude or limit Seller’s liability for: (a) personal injury or death caused by Seller’s gross negligence or willful misconduct, (b) Seller’s fraudulent misrepresentation, or (c) any other liability that cannot be excluded or limited by applicable law. In no event shall Buyer be entitled to duplicate or pursue inconsistent remedies or to recover penalties or statutory damages in excess of actual damages. Any action against Seller arising out of or relating to the sale of products must be brought within one year after the cause of action accrues, unless a shorter period is specified by law.
11. Intellectual Property and Confidentiality
All intellectual property rights in and to the products and any associated documentation, specifications, drawings, designs, software, trademarks, trade names, or other materials provided or developed by Seller (or its affiliates or licensors) are and shall remain the exclusive property of Seller or its licensors. No title to or ownership of any intellectual property rights is transferred to Buyer by virtue of any sale of products or disclosure of proprietary information. Buyer is granted only the non-exclusive right to use or resell the products it purchases in the ordinary course of business, subject to any applicable patent, trademark, or other intellectual property rights of Seller. Buyer shall not remove or alter any patent, trademark, serial number, or other proprietary notice affixed to the products or their packaging.
If any products are manufactured or modified by Seller according to Buyer’s designs, drawings, specifications, or instructions, Buyer warrants that it has all necessary rights and authorizations to provide such specifications and that Seller’s use of them and the production of the products will not infringe upon any patent, copyright, trademark, trade secret, or other proprietary rights of any third party. Buyer shall indemnify and hold Seller harmless from and against any and all losses, liabilities, damages, costs, and expenses (including attorneys’ fees) arising out of any claim that Seller’s compliance with Buyer’s specifications or instructions infringed or misappropriated a third party’s intellectual property or proprietary rights. In the event any such claim is asserted or threatened, Seller may suspend performance or cancel the relevant order without liability, and Buyer shall promptly reimburse Seller for any costs incurred due to such suspension or cancellation.
Any and all non-public technical or commercial information disclosed by Seller to Buyer, whether orally, in writing, by electronic data, or by providing access to Seller’s premises or systems, including but not limited to product designs, drawings, blueprints, software, pricing, customer lists, or business plans, shall be considered confidential information. Buyer shall use Seller’s confidential information solely for the purpose of doing business with Seller pursuant to this Agreement and shall not disclose such information to any third party without Seller’s prior written consent. Buyer shall protect Seller’s confidential information with the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than a reasonable standard of care. Buyer’s confidentiality obligations do not apply to information that is or becomes publicly available without breach of this Agreement, that Buyer can demonstrate was already lawfully in its possession or known to it without obligation of confidentiality, that is independently developed by Buyer without reference to Seller’s information, or that Buyer rightfully obtained from a third party who had the right to disclose it. Buyer’s duty of confidentiality shall survive the fulfillment or termination of the contract and remain in effect for a period of five (5) years thereafter, or for as long as the information remains confidential or proprietary, whichever is longer.
12. Buyer’s Breach
Seller must give the Buyer written notice to fix any material breach of this Agreement. The following events or conditions will be considered material breaches: (1) Buyer’s failure to pay amounts when due; (2) Buyer’s general assignment for the benefit of creditors, or if Buyer becomes bankrupt, insolvent, or takes advantage of any bankruptcy laws, or makes or plans to make proposals or arrangements with creditors; or if steps are taken to wind up, terminate, or liquidate Customer’s assets, or if a trustee, receiver, or similar person is appointed over any of Buyer’s assets or interests; (3) Any false or misleading representation or warranty provided by Buyer in this Agreement when made; or (4) Buyer’s failure to perform or comply with any significant part of this Agreement. After receiving such written notice, Buyer has 15 days to fix the breach or dispute the notice by sending a written response to Seller. Any written notice to fix a breach that is not disputed or fixed within 15 days will allow Seller to terminate this Agreement. If that happens, Seller can choose to end this Agreement or suspend performance by sending a written notice of termination. In that event, Buyer will owe Seller for all invoiced fees to date plus any damages, including lost profit and overhead.
13. Governing Law and Dispute Resolution
This Agreement and any disputes or claims arising out of or relating to the products or this Agreement (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of North Carolina, USA, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement or any transactions hereunder.
Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally resolved by binding arbitration. The arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules (or, if applicable, its International Arbitration rules). The arbitration shall be conducted by a single arbitrator and held in North Carolina (unless the Parties agree to a different location). The arbitration proceedings and all related submissions shall be conducted in the English language. The arbitrator shall have the authority to award any relief available in law or in equity consistent with the Agreement of this agreement but shall not have authority to award any damages or remedies expressly excluded or limited by this Agreement. The award of the arbitrator shall be final and binding on the Parties, and judgment on the award may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, either Party may at any time seek injunctive or interim relief (such as a temporary restraining order or preliminary injunction) in a state or federal court of competent jurisdiction in Mecklenburg County, North Carolina, or, at Seller’s option, any other jurisdiction that may have authority, to protect its confidential information or intellectual property rights or to enforce the retention-of-title/security interest provisions of Section 6, without breaching the arbitration clause and without prejudice to the right to arbitrate the merits of the dispute. The Parties agree to submit to the personal jurisdiction of the state and federal courts located in Mecklenburg County, North Carolina for such limited purposes.
Each Party shall bear its own attorneys’ fees and costs in any dispute and shall split the arbitrator’s fees and any administrative fees of arbitration, except that the arbitrator may award the prevailing Party its reasonable costs and attorneys’ fees in appropriate circumstances (for example, if it is determined that the other Party acted in bad faith). The Parties expressly waive any right to a trial by jury or to participate in a class action or class arbitration with respect to any dispute arising under this Agreement.
14. Miscellaneous
Assignment: Buyer may not assign, delegate, or transfer any of its rights or obligations under this Agreement without the prior written consent of Seller. Any attempted assignment or delegation by Buyer without such consent will be void. Seller may assign or transfer this agreement (in whole or in part) to any affiliate or successor in interest, or to any purchaser of substantially all of the assets or business of Seller, upon written notice to Buyer.
No Waiver: No waiver by Seller of any breach of this Agreement or any right or remedy shall be effective unless in writing and signed by Seller. No such waiver shall constitute a waiver of any subsequent breach or a waiver of the same or any other right or remedy on any future occasion. The failure or delay of Seller to enforce any provision of this Agreement shall not be construed as a waiver of Seller’s rights.
Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it enforceable (if possible) or, if not possible, it shall be severed, and the remaining provisions of this Agreement shall remain in full force and effect. Any invalid or unenforceable provision shall be replaced with a valid provision that most closely approximates the intent and economic effect of the original provision.
Relationship of Parties: Buyer and Seller are independent contracting parties, and nothing in this Agreement shall be construed as making either Party the agent, employee, franchisee, joint ventures, or legal representative of the other. Neither Party shall have authority to assume or create any obligations or make any representations on behalf of the other Party unless expressly authorized in writing.
U.S. Government Work: The following provision applies only to direct sales by Seller to the US Government. The Parties acknowledge that all items or services ordered and delivered under this Agreement are Commercial Items as defined under Part 12 of the Federal Acquisition Regulation (FAR). In particular, Seller agrees to be bound only by those Federal contracting clauses that apply to “commercial” suppliers and that are contained in FAR 52.212-5(e)(1). Contractor complies with 52.219-8 or 52.219-9 in its service and installation contracting business.
Notices: Any formal notices or communications required under this Agreement shall be given in writing and shall be deemed effectively given when delivered personally, sent by confirmed email or fax, by registered or certified mail (return receipt requested), or by a commercial courier service to the addresses of the Parties as specified in the order documents or as otherwise designated in writing. This Agreement is intended to be legally binding and enforceable. Buyer acknowledges that it has carefully read this Agreement prior to making an order with Seller. By placing an order or accepting delivery of products from Seller, Buyer acknowledges that it has read, understood, and agreed to this Agreement. If Buyer and Seller have executed a separate written contract governing the sale of specific products, and any term of that contract conflicts with this Agreement, the Parties’ signed contract shall prevail to the extent of that conflict.
Changes/Amendments to this Agreement: Seller reserves the right at any time to modify or discontinue access to its website (or any part or content thereof) without notice at any time. Seller shall not be liable to Buyer or to any third-party for any modification, suspension, or discontinuance of access to Seller’s website. Certain products or services may be available exclusively online through the website. Seller further reserves the right at any time makes changes to and/or amend this Agreement without notice to Buyer. This Agreement may be amended from time to time by Seller, and when this Agreement is changed or amended, then such changes and/or amended Agreement shall govern Buyer’s next transaction with Seller after such amendment date. This Agreement was last updated on July 21, 2025.
QUESTIONS OR ADDITIONAL INFORMATION
If you purchased a product or service from Seller including through this website, please contact Customer Support by mail, phone or email.
Movex USA, Inc.
12210 Vance Davis Drive, Suite E - Charlotte, NC 28269 - Tel: 1-877-401-5377
Email: sales.usa@movexii.com