1. SCOPE
The Terms and Conditions (“Terms”) contained herein shall apply to all CZ-USA quotations, offers, and sales of products and/or services, except to the extent that these Terms conflict with a written contract, sales agreement or distributor agreement signed by both CZ-USA and Buyer. CZ-USA quotations, offers, and sales are expressly conditioned upon Buyer’s acceptance of the Terms herein, which acceptance may be express or implied. CZ-USA expressly rejects any Buyer terms and conditions, including but not limited to any Buyer terms and conditions which have been or may in the future be included as part of any purchase order, procurement document, or other communication from Buyer. CZ-USA’s failure to object to provisions contained in any communication from buyer shall not be deemed to waive any provisions herein, or to accept any different terms and conditions communicated by Buyer. These Terms apply in lieu of any course of dealing between the parties or usage of trade in the industry.
2. PRICE, TAXES AND QUOTATIONS
Price proposals by CZ-USA for products and/or services are valid for 30 days from issuance, unless otherwise provided by CZ-USA in writing. Except where specifically indicated in CZ-USA’s written price proposal, all prices are exclusive of applicable taxes, including but not limited to revenue or excise taxes, value added taxes, import duties (including brokerage fees) or other taxes applicable to the manufacture or sale of any product. All applicable taxes shall be the responsibility of and paid by Buyer unless Buyer provides a proper tax exemption certificate. Any amounts paid at any time by CZ-USA that are the responsibility of Buyer, such as export license fees, shall be invoiced to buyer and shall be reimbursed by Buyer to CZ-USA.
3. TIME OF DELIVERY
CZ-USA reserves the right to ship product in advance of any Confirmed Shipping Date. Time of delivery by CZ-USA is not of the essence.
4. PAYMENT TERMS
Payment terms shall be net thirty (30) days from the date of invoice, unless other payment terms are stated in the Invoice or Order Confirmation which has incorporated these Terms by reference, in which case the payment terms set forth in the Invoice or Order Confirmation shall govern. If amounts are not paid when due, Buyer agrees to pay interest on any unpaid balance at a rate of one and one half percent (1.5 %) per month, or the maximum rate permitted by law, whichever is less. All payments are to be in United States dollars. Where payment is made by letter of credit, all costs of collection shall be for Buyer’s account. Buyer agrees to pay CZ-USA’s reasonable costs to collect delinquent accounts, including but not limited to attorney fees and costs of legal action.
5. NON-CONFORMING DELIVERY AND RISK OF LOSS
(a) All sales are FOB origin. Risk of loss and title shall pass to Buyer as soon as the products have been placed with a transport agent. CZ-USA shall be entitled to retain a security interest in the products until Buyer’s final payment to CZ-USA.
(b) Buyer shall notify CZ-USA in writing of any visible defects, quantity shortages or incorrect product shipments, within seven (7) days of receipt of products or services. Failure to so notify CZ-USA within seven (7) days shall constitute acceptance and be deemed an unqualified waiver by Buyer of any rights to reject or return products or services on the basis of visible defects, shortages or incorrect shipments.
6. ORDER CANCELLATION
(a) Buyer’s Cancellation for Convenience: Buyer may cancel an order for convenience on the following terms: (i) For standard CZ-USA products, Buyer may cancel delivery without penalty if the cancellation is more than thirty (30) days from the Confirmed Shipping Date; (ii) For services, nonstandard parts, custom products, or standard parts with minimum usage, Buyer may cancel an order by providing written notice to CZ-USA more than ninety (90) days in advance of the Confirmed Shipping Date, except that (1) Buyer shall accept delivery and pay CZ-USA the contract price for all products and services completed at the time of such cancellation; (2) for products which are in the work-in-process inventory and services which CZ-USA has not completed at the time of cancellation, the Buyer shall pay CZ-USA an amount equal to the percentage complete multiplied by the contract prices; and (3) Buyer shall pay promptly to CZ-USA the costs of settling and paying claims relating to termination of the work of CZ-USA’s subcontractors and vendors, as well as accounting, legal, and clerical costs relating to the cancellation.
(b) Buyer’s Cancellation for Default: If CZ-USA does not deliver products or services by an order’s Confirmed Shipping Date; Buyer provides written notice with at least sixty (60) days for CZ-USA to cure; and, after such cure period, CZ-USA is unable to complete delivery, then Buyer may cancel the order in whole or in part. Under no circumstances shall any delay in receiving a necessary approval from any government entity for shipment or receipt of product or services give rise to a default on the part of CZ-USA, or to Buyer’s right to cancel an order in whole or in part. Notwithstanding any termination of CZ-USA for default, Buyer shall accept and pay CZ-USA the contract price for all conforming products and services delivered by CZ-USA prior to such termination.
(c) CZ-USA’s Cancellation: CZ-USA shall have the right to cancel any order in whole or in part, without notice to Buyer, in the event that Buyer becomes insolvent, adjudicated bankrupt, petitions for or consents to any relief under any bankruptcy reorganization statute, or otherwise in CZ-USA’s judgment becomes unable to meet its financial obligations in the normal course of business. Nothing in this Agreement shall be construed to limit any right or remedy of CZ-USA at law or in equity. All rights and remedies of CZ-USA under this Agreement and at law and in equity are cumulative and not mutually exclusive, and the exercise of one shall not be deemed waiver of the right to exercise any other.
7. LIMITED WARRANTY
Products subject to this Agreement may be covered by a warranty. See https://cz-usa.com/support/warranty/ for more information.
8. LIMITED LIABILITY
Neither CZ-USA nor Buyer shall be liable for delay, lost revenue, lost profits, loss of goodwill, or for any other incidental, consequential, special or punitive damages arising out of or relating to the sale of any CZ-USA products or services, or performance or nonperformance of this Agreement. CZ-USA’s maximum aggregate liability to Buyer arising out of or relating to this Agreement, including but not limited to any express or implied warranty, condition, or representation, shall be the price of the affected products or services for which Buyer has paid CZ-USA under this Agreement.
9. CONFIDENTIAL INFORMATION
Except as required by law, neither party shall use (except for purposes connected with the performance of its obligations to the other hereunder), divulge or communicate to any third party any information provided by the other that it reasonably knows to be confidential.
10. FORCE MAJEURE
CZ-USA shall not be liable for any damage or penalty for delay in delivery, or for failure to give notice of delay, when such delay is due to causes beyond the reasonable control of CZ-USA, including but not limited to the elements, acts of god, acts of the Buyer, act of civil or military authority, war, terrorist acts, riots, concerted labor action, or shortages of materials. The delivery date shall be deemed extended for a period of time equal to the time lost due to any such excusable delay.
11. COMPLIANCE WITH LAWS
Buyer shall comply with Federal, state, and local laws, rules and regulations pertaining to the goods or services purchased or received under this Agreement. Buyer is advised that the goods and services purchased or received from CZ-USA under this Agreement, including but not limited to any related drawings, samples, or technical manuals, may be restricted under the Arms Export Control Act, International Traffic in Arms Regulations (ITAR), Export Administration Act, and/or Export Administration Regulations (EAR). In addition, assembly of CZ-USA parts or placing other accessories onto CZ-USA products, and/or their transport or resale may violate applicable laws, rules or regulations and are done at Buyer’s sole risk. Buyer expressly assumes all responsibility and all liability for its conduct and compliance with all laws, rules and regulations, and CZ-USA expressly disclaims any responsibility or liability therefor. Buyer agrees to indemnify and hold CZ-USA harmless from all sums, costs and expenses as a result of any and all loss, expense, damage, liability, claims, and demands, either at law or in equity, arising out of or relating to any of Buyer’s actions or failures to act.
12. ASSIGNMENT AND SUBCONTRACTING
CZ-USA shall be entitled at all times to delegate or assign its rights under the contract (in whole or in part), or to subcontract any part of the work or services to be provided under the contract, as it deems necessary or desirable.
13. NOTICES
Any notice hereunder shall be deemed to have been given if sent by prepaid first class mail to the party concerned at its last known address. Notice to CZ-USA shall be to CZ-USA, P.O. Box 1868, Hartford, CT 06144, Attn: Legal Dept.
14. WAIVER
Failure by CZ-USA to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
15. APPLICABLE LAW
Any dispute arising out of or related to an Agreement to which these terms and conditions apply shall be resolved exclusively under the laws to the State of Connecticut and in the state or federal courts located in Hartford, Connecticut, United States of America.
16. INTELLECTUAL PROPERTY RIGHTS
CZ-USA reserves all intellectual property rights including, but not limited to, patent, copyright, trade dress, and trade secret. Buyer shall not reverse engineer, decompile, or attempt to do so or the like with respect to any CZ-USA product. The trademarks, trade dress, and service marks of CZ-USA may be used publicly only with prior permission from CZ-USA. Fair use of CZ-USA’s trademarks in advertising and promotion of CZ-USA’s products is permitted only with proper acknowledgment. The absence of any marking, name or logo shall not constitute a waiver of any intellectual property rights that CZ-USA may possess in any of its products, service marks or logos. No license is transferred or intended to be by these terms with respect to any CZ-USA product or its associated intellectual property.
17. SEVERABILITY
The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impair the validity, legality, or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
18. AMENDMENT OF TERMS
These Terms shall not be waived or amended except by CZ-USA’s express written agreement.
