EKFox Terms & Conditions of Sale

  1. ACCEPTANCE OF ORDER; TERMINATION – Submission of any order by Buyer does not constitute acceptance of that order by E.K. Fox & Associates. Ltd. Acceptance of any order is subject to credit approval and, when applicable, EKFox’s suppliers. If credit of the buyer of the goods or services (“Buyer”) is, or at any time becomes, unsatisfactory to EKFox, EKFox reserves the right to demand full payment in advance of delivery or order fulfillment, or terminate the order upon notice to Buyer, without liability to EKFox or further obligation to Buyer.
  2. PRICES AND SHIPMENTS – Unless otherwise quoted, prices for goods shall be those in effect at time of shipment. Unless otherwise indicated in the applicable quotation, bill of sale or statement of work, prices for services shall be those in effect at the time of completion. The contract price for goods and or services shall be increased by the amount of any applicable tariff, excise, fee, assessment, levy, charge or duty of any kind whatsoever, imposed, assessed or collected by any governmental body, whether or not reflected in the costs charged to EKFox, and EKFox may increase its cost for goods and or services appropriately to take into account such increases in EKFox’s costs.
  3. TAXES – Prices shown do not include sales tax, property tax, VAT, or other taxes imposed on the sale of goods or services. Taxes now or hereafter imposed upon sales, shipments or services will be added to the purchase price. Buyer agrees to reimburse EKFox for any such tax or provide EKFox with acceptable tax exemption certificate.
  4. DELAY IN DELIVERY – EKFox is not to be accountable for delays in delivery of goods or services occasioned by acts of God, failure of its suppliers to ship or deliver on time, or other circumstances beyond EKFox’s reasonable control. Factory shipment or delivery dates are best estimates, and in no case shall EKFox be liable for any lost profits, consequential, indirect or special damages arising from any delay in provision of services, shipment or delivery.
  5. LIMITED WARRANTIES – EKFox warrants that all goods sold are free of any security interest and will perform substantially in accordance with the written materials and be free from defects in workmanship and materials for the express warranty period of twelve (12) months from date of delivery.  If the product fails during normal and proper use within the warranty period, EKFox will repair or replace the defective part(s) of the product, or the product itself with new or reconditioned parts or products that are functionally equivalent or superior to those originally supplied.  Buyer acknowledges that the performance of any service which alters the product as indicated in the statement of work may void the warranty. EKFox shall use the same care and skill a similarly situated provider of like services would exercise following commonly accepted industry practices in the performance of its duties under this agreement.
  6. NO OTHER WARRANTIES – With the exception of the limited warranty stated in Section 5 of these terms and conditions there are no warranties, express or implied, with respect to the products or related services sold hereunder, which are otherwise as-is. EKFOX MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHICH EXCEED OR DIFFER FROM THE WARRANTIES HEREIN EXPRESSED ARE DISCLAIMED BY EKFOX AND EXCLUDED FROM THIS AGREEMENT.
  7. LIMITATION OF LIABILITY – Regardless of the nature of the claim, EKFox’s liability shall be limited to the cost of either the repair or replacement of the goods, or refund of the purchase price, all at EKFox’s sole option, and IN NO CASE SHALL EKFOX BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. In addition, claims for shortages, other than loss in transit, must be made in writing not more than five (5) days after receipt of shipment.
  8. INTELLECTUAL PROPERTY – Buyer acknowledges EKFox’s rights, ownership, title, and interest to any Intellectual Property owned by or in possession of EKFox prior to the date of order are and shall remain with EKFox owning such rights.  In no event shall any license, express or implied, or ownership inure to the benefit of the Buyer to reproduce, distribute, publicly display, modify or create derivative works of such works or to make, have made, use, sell, have sold, or sublicense such discoveries, inventions, products, or processes incorporating such pre-existing intellectual property and independently developed intellectual property.
  9. WAIVER – The failure of EKFox to insist upon the performance of any of the terms or conditions of this agreement or to exercise any right hereunder shall not be deemed to be a waiver of such terms, conditions, or rights in the future, nor shall it be deemed to be a waiver of any other term, condition, or right under this agreement.
  10. MODIFICATION OF TERMS AND CONDITIONS – These terms and conditions, and any associated statement of work, supersede all other communications, negotiations, and prior oral or written statements regarding the subject matter of these terms and conditions. No change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall be binding upon EKFox unless made in writing and signed on its behalf by a duly authorized representative of EKFox. No conditions, usage of trade, course of dealing or performance, understanding or agreement, purporting to modify, vary, explain, or supplement these terms and conditions shall be binding unless hereafter made in writing and signed by the parties to be bound. Any proposed modifications or additional terms are specifically rejected and deemed a material alteration hereof. If this document shall be deemed an acceptance of a prior offer by Buyer, such acceptance is expressly conditional upon Buyer’s assent to any additional or different terms set forth herein.
  11. CERTIFICATION – EKFox hereby certifies that these goods were produced in compliance with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof. This agreement is subject to Executive Order 11246, as amended, the Rehabilitation Act of 1973, as amended, the Vietnam Veterans’ Readjustment Assistance Act of 1974, as amended, E.O. 13496, 29 CFR Part 471, Appendix A to Subpart A, and the corresponding regulations, to the extent required by law. 41 CFR 60-1.4, 60-741.5, and 60-250.5 are incorporated herein by reference, to the extent legally required.
  12. FOREIGN CORRUPT PRACTICES ACT – Buyer shall comply with applicable laws and regulations relating to anti-corruption, including, without limitation, (i) the United States Foreign Corrupt Practices Act (FCPA) (15 U.S.C. §§78dd-1, et. seq.) irrespective of the place of performance, and (ii) laws and regulations implementing the Organization for Economic Cooperation and Development’s Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the U.N. Convention Against Corruption, and the Inter-American Convention Against Corruption in Buyer’s country or any country where performance of this agreement or delivery of goods will occur.
  13. ASSIGNMENT – Buyer shall not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of EKFox, and any such assignment, without such consent, shall be void.
  14. GENERAL PROVISIONS – All typographical or clerical errors made by EKFox in any quotation, acknowledgment or publication are subject to correction. This agreement shall be governed by the laws of the Commonwealth of Virginia applicable to contracts to be formed and fully performed within the Commonwealth of Virginia, without giving effect to the conflicts of law provisions thereof. All claims arising from or concerning this agreement shall be resolved in Fairfax County, Virginia, or the United States District Court – Alexandria, Virginia, and no other place unless otherwise agreed to in writing by EKFox. Buyer hereby irrevocably consents to the exclusive jurisdiction of such court or courts. EKFox shall be entitled to recover its reasonable attorney’s fees from the Buyer if payment is not received pursuant to the terms contained herein and it has to retain counsel and/or file suit to pursue payment for the product and/or services provided hereunder.
  15. PAYMENT TERMS – Payment terms shall be as stated on EKFox’s invoice or as otherwise mutually agreed. As a condition of the sales agreement, a monthly service charge of   1-1/2% per month shall be applied if the invoice is not paid within 30 days of receipt.
  16. EXPORTING – Buyer acknowledges that this order and the performance thereof are subject to compliance with any and all applicable United States laws, regulations, or orders. Buyer agrees to comply with all such laws, regulations, and orders, including, if applicable, all requirements of the International Traffic in Arms Regulations and/or the Export Administration Act, as may be amended. Buyer further agrees that if the export laws are applicable, it will not disclose or re-export any technical data received under this order to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Buyer has obtained prior written authorization from the United States Office of Export Control or other authority responsible for such matters.
  17. CANCELLATION; CHANGES FOR SERVICES– Buyer may cancel or make changes to a statement of work up to five (5) business days prior to commencement of the work. All changes and cancellations after such date are subject to EKFox’s prior written approval in EKFox’s sole and absolute discretion. Buyer shall pay to EKFox amounts necessary to cover cancellation, restocking fees and other charges applicable to the cancelled goods or services including those incurred or committed to by EKFox Gear.
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