XZERES Corp. is committed to the highest quality products and total customer satisfaction. Our website is a part of this committed service to provide the best possible information about our products and services.
xzERES Power efficiency products
Terms and Conditions of SALE
1. AGREEMENT. The agreement between XZERES Corp. (“XZERES” or “the Company”) and Customer for sale and purchase of XZERES Power Efficiency products (the “Products”) consists of the terms and conditions contained in these Terms and Conditions of Sale, the terms contained in the order form, plus any other documents expressly incorporated by reference herein (collectively, the “Sales Order”). After the Sales Order has been placed by the Customer, no changes, whether pertaining to the type of Products ordered, their specifications, or other provisions of the Sales Order will be approved by the Company unless the Customer agrees to pay the Company for any additional cost or expenses resulting from such changes. If any items are out of stock, the Company’s obligation is limited to issuance of a credit or refund to the Customer.
2. CUSTOMER RISK. Customer acknowledges that the products are TO BE USEd in connection with electrical systems which pose inherent risks and dangers. the products should not be used with excessive electrical loads for which they are not rated. custom-designed product configurations may be used only for the intended purpose, electricAL loads, and specifications for which they were designed. defective products must be returned to xzeres, and repair should not be attempted by any third party. XZERES specifically disclaims responsibility or liability for, and Customer assumes the risk of, any injury or damage arising from Customer’s tampering with, attempt to repair, or unauthorized use of the product, or the INSTALLATION Of the product by anyone other than a licensed electrician.
3. Disclaimer of specific results. THE COMPANY ASSUMES NO RESPONSIBILITY THAT THE PRODUCT WILL BE FIT FOR ANY PARTICULAR PURPOSE FOR WHICH CUSTOMER MAY PURCHASE IT. FOR COMMERCIAL CUSTOMERS, THE COMPANY DOES NOT GUARANTEE THAT USE OF THE PRODUCT WILL RESULT IN ANY SPECIFIC AMOUNT OF REDUCED ELECTRICITY COSTS. FOR RESIDENTIAL CUSTOMERS, USE OF THE PRODUCT MAY NOT RESULT IN ANY REDUCED ELECTRICITY COSTS. XZERES KILOWATT MASTER PRODUCTS CAN HELP TO REDUCE THE COST OF ELECTRICITY ONLY AT A SITE WITH LOW POWER FACTOR AND WHERE THE UTILITY CHARGES A PREMIUM FOR LOW POWER FACTOR.
4. FREIGHT; TAXES. Invoices shall include all “Freight/Shipping Charges,” as defined in Section 3 below. Sales, use, excise, VAT or other similar national, state, or local taxes or tariffs, applicable to the sale, purchase, delivery, export, import, or use of the Products, shall be paid by the Customer in addition to the prices specified in the Sales Order and the Freight/Shipping Charges. Customer agrees to reimburse and indemnify XZERES if any such taxes or charges are assessed against XZERES. Returns are NOT accepted for non-payment of import duties, customs, VAT or other taxes or charges assessed on the Customer.
5. PRICES, INVOICING, AND PAYMENT TERMS. The Company reserves the right to changes prices at any time without notice. All amounts payable by the Customer to the Company shall be in U.S. dollars and directed to the Company’s payment address or account set forth in the Sales Order. Payments may be made by credit card, Western Union, or wire transfer. Credit card payments are subject to a 2.25% surcharge. If shipments are delayed at the request of the Customer, payment is due when Products are otherwise ready for shipment. Products held for the Customer shall be at the risk and expense of the Customer. If any payment from the Customer is late or likelihood of payment is uncertain, the Company may delay or stop shipment. The Customer agrees to pay a late charge equal to two percent (2%) per month or the maximum rate permitted by law on each late payment, plus all reasonable collection costs.
6. SHIPPING AND INSURANCE. Unless otherwise provided in the Sales Order, the Company shall arrange for shipment of the Products to the “Ship To/Destination” location specified in the Sales Order. Notwithstanding “CIF” shipping terms in certain Sales Orders, all invoices shall include, and Customer agrees to pay, “Freight/Shipping Charges,” which include, but are not limited to: shipping, freight, fuel, handling, insurance, packing, crating, labor, materials, export costs and fees, and order processing costs. Shipping shall be standard or expedited, as requested by the Customer and specified in the Sales Order. The Company shall arrange for export clearance; provided that the Company shall be relieved of these obligations in the event of unforeseen or unexpected export prohibitions. Delivery of the Products shall be completed, and title and risk of loss shall transfer to the Customer, when the Products are placed at the disposal of the Customer, not unpacked, at the “Ship To/Destination” location. The Company does not guarantee delivery dates. If the Customer is located outside the U.S., the Customer is solely responsible for the cost of all import duties and charges, customs, or other charges and taxes assessed within the country of import. Applicable customs requirements may include the need for Customer to provide additional information.
7. CREDIT. If the financial condition of the Customer at any time does not, in the judgment of the Company, justify continued performance by the Company on the terms of payment as agreed upon, or in the event of breach by the Customer of the terms and conditions hereof, the Company shall be entitled to cancel any order then outstanding and be reimbursed for its reasonable cancellation charges. In the event of bankruptcy or insolvency of the Customer or in the event any proceeding is brought against the Customer, voluntarily or involuntarily, under bankruptcy or insolvency laws, the Company shall be entitled to cancel any order then outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement for its reasonable cancellation charges.
8. Security Interest. The Company shall retain, and the Customer hereby grants to the Company, a security interest in all Products, including parts and supplies, which are shipped by the Company prior to payment in full of the total Sales Order amount by the Customer, together with all replacements and proceeds thereof, to secure full payment and performance of all obligations of the Customer to the Company. The Customer hereby authorizes the Company to file a UCC-1 financing statement, or other evidence of indebtedness and/or the grant of a security interest, under the laws of the U.S. and other countries, as may be necessary to perfect or continue the security interest granted herein. The Customer hereby appoints the Company as its attorney-in-fact, with all requisite power and authority to execute and file such documents as may be necessary or desirable to perfect and continue the security interest granted to the Company.
9. INSPECTION. The Customer shall inspect the Products immediately upon receipt. The earliest to occur of any of the following events shall constitute an unqualified acceptance by the Customer of the Products as conforming, and a waiver by the Customer of any right of rejection or revocation of acceptance: (a) the failure of the Customer to give written notice by registered or certified mail to the Company of any claim of a nonconforming shipment within five business days after receipt by the Customer of the Products; (b) an indication by the Customer to the Company that the Products are conforming or that the Customer will take or retain same despite nonconformity; or (c) an act by the Customer inconsistent with the Company’s ownership, including, without limitation, use, delivery, or installation of the Products.
10. WARRANTY. Product warranties are as set forth in the XZERES Power Efficiency Limited Warranty. All other warranties are excluded to the extent allowed by applicable law.
11. FORCE MAJEURE. The Company shall be excused from liability for delays or failure to deliver or fill any product order if caused by acts of God, fires, floods, strikes, work stoppages, accidents, or regulations, including export or import regulations of any U.S. or foreign government, shortage of transportation, fuels, materials, or labor, or any other cause beyond the Company’s reasonable control, whether or not similar in kind or class to those mentioned.
12. Limitation on Liability; INDEMNIFICATION. THE COMPANY AND THE CUSTOMER EACH WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT OR CLAIM FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES AGAINST THE OTHER, LOST PROFITS, OR COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND AGREES THAT IF THERE IS A DISPUTE, EACH PARTY SHALL BE LIMITED TO THE RECOVERY OF ITS “ACTUAL DAMAGES.” Each party will indemnify, defend, and hold harmless the other party and its shareholders, directors, officers, agents, affiliates, and employees from and against all claims, demands, causes of action, losses, damages, and expenses (including reasonable attorney's fees), asserted by any person that arises out of or results from a breach of any Sales Order, including these XZERES Power Efficiency Terms and Conditions of Sale.
13. GOVERNING LAW; GENERAL PROVISIONS. These Customer Terms and Conditions of Sale and each Sales Order shall be governed by and interpreted in accordance with the laws of the State of Oregon, U.S.A., exclusive of choice of law provisions. Time is of the essence. No modification of the terms and conditions hereof shall be binding unless in writing and signed by the Company, and no waiver by either party, express or implied, of any right hereunder or failure to perform or breach by the other party shall be deemed a waiver of any other right hereunder or any other failure or breach by the other party. No part of any Sales Order may be assigned by the Customer without the prior written approval of the Company. The Customer may not delegate any of its rights or obligations without the prior written approval of the Company. The remedies provided herein are cumulative and in addition to any other remedies provided in law or equity or by statute. Any term of an Sales Order, including in these Terms and Conditions of Sale, that is held to be unenforceable shall not affect the enforceability of the remaining terms. Any unenforceable provision shall be modified to the extent necessary to allow for enforceability and to give effect to the original intent of the parties to the extent possible. Information on the Company’s website could contain technical or other inaccuracies or typographical errors. XZERES may make improvements and/or changes in the contents described in its website at any time without prior notice.
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QUALITY AND INTEGRITY
We are committed to the highest product quality. Our focus is on top rated, top performance based energy systems. You get exactly what you pay for, and nothing less. Please contact a sales representative today.