Last updated on May 2018
These General Terms and Conditions of Sale (this “Agreement”) govern the sale of hardware and other products (together, the “Products”) sold by Flytrex Aviation, Ltd. (“Flytrex”).
By placing an order for a Product, you agree to be bound by this Agreement. If you have placed an order but do not wish to be bound by this Agreement, you must promptly cancel your order before it becomes non-cancellable. This Agreement sets forth the entire agreement applicable to the purchase and sale of Products, and no other terms shall be applicable unless agreed to by the parties in a written acknowledgement signed by both you and Flytrex. No reseller, agent or employee of Flytrex is authorized to make any modification, extension or addition to this Agreement or the warranty herein. You represent that you are purchasing the Product for your personal or internal use only, and not for resale or export. You must use all Products in compliance with applicable law.
2. Payment Terms
Unless Flytrex agrees otherwise in writing, payment must be received by Flytrex prior to its acceptance of your order. Flytrex may invoice parts of orders separately. Flytrex may cancel an order at any time, in its sole discretion. Flytrex is not responsible for pricing, typographical or other errors in any offer by Flytrex and reserves the right to cancel any orders arising from such errors.
3. Shipping and Handling
Shipping and delivery dates are estimates only. Shipping, handling and tax are additional unless otherwise expressly indicated at the time of sale. Flytrex shall not be responsible for loss or damage that occurs during shipping by a common carrier. You must notify Flytrex within 21 days of the date of your invoice or acknowledgement if you believe any part of your purchase is missing, wrong or damaged. Unless you provide Flytrex with a valid and correct tax exemption certificate applicable to your purchase of Product, you are responsible for sales and other taxes associated with the order. Flytrex will allow for returns and refunds as required by applicable law.
Title to Products passes from Flytrex to you upon the later of either (a) shipment to you of the purchased Products or (b) your payment in full in respect of such Products. Prior to such time, you shall not transfer to a third party, place a lien on or encumber the Products in any manner. Notwithstanding the foregoing, title to any and all Software (as defined below) remain at all times with Flytrex or its licensors or the applicable owner. Software is not sold but only licensed to you pursuant to the terms and conditions of the applicable terms and conditions. Any reference herein or in any other document provided by Flytrex to the sale of any software shall mean only the license of such software pursuant to the applicable terms and conditions.
6. Warranty, Disclaimer
Flytrex warrants the products solely as set forth in the applicable Flytrex warranty. Such warranty sets forth your sole rights and remedies for any breach of the applicable warranty. Flytrex has no obligation save as set forth in such warranty, and shall have no obligations to you if you do not follow the procedures setth therein. Except as set forth above, Flytrex does not make any representations or warranties in respect of the Products and, to the maximum extent permitted by applicable law, expressly disclaims all warranties (including any implied or statutory warranties), including without limitation any warranties of merchantability, fitness for a particular purpose, title or non-infringement or any other warranties arising by statute, operation of law, course of dealing or performance, or usage of trade. Some jurisdictions do not allow disclaimers of implied warranties, so this disclaimer may not apply to you.
7. Applicable Law
Applicable law or regulations may impose restrictions or obligations concerning your use of the Product. It is your responsibility to ensure you are aware of all applicable laws and use the Product in compliance with such laws and regulations. In addition, you must use all Products in compliance with reasonable safety precautions. Flytrex has no responsibility in respect of any of the foregoing or any responsibility to update you concerning changes in applicable law.
8. Limitation of Liability
Flytrex shall not be liable for any consequential, special or indirect damages (including without limitation lost profits, lost revenues, lost data, or lost business opportunities) or other commercial or economic losses of any kind in respect of the Products, even if Flytrex has been advised, or had reason to know, of the possibility of such damage. To the maximum extent permitted by applicable law, Flytrex will be liable to you only for direct damages actually incurred by you and only up to a maximum amount equal to the purchase price for the products that caused such damages. Some jurisdictions may not enforce all of these limitations, and only the limitations that are lawfully applicable to you in your jurisdiction will apply. In addition to the foregoing, Flytrex will not have any liability to the extent any Product is (a) used other than in accordance with Flytrex published guidelines, applicable law or reasonable safety precautions, (b) modified, repaired, serviced, maintained or altered by anyone other than Flytrex without the prior written approval of Flytrex in each instance; (c) combined with or installed on/with operating systems, hardware or other non-Flytrex equipment; (e) installed not in accordance with documentation or instructions of Flytrex; or (f) damaged by causes beyond the reasonable control of Flytrex, such as a fire, flood or earthquake. Flytrex cannot and does not accept any liability for the crash or malfunction of any flight vehicle. Flytrex is not a backup data service, and shall not have any liability for the loss of any data you provide to Flytrex.
If any provision of this Agreement is found by any court or arbitrator to be invalid, illegal or unenforceable, such provision shall be interpreted to give the maximum effect to its terms possible under applicable law, and the validity, legality and enforceability of the remaining provisions will not be affected thereby. You may not assign or transfer this Agreement or any of your rights or obligations hereunder without Flytrex’s prior written consent, which consent may be withheld at Flytrex’s sole discretion. Assignments in violation of the foregoing shall be void. Flytrex may assign its rights or obligations hereunder. The parties are independent contractors and nothing contained in this Agreement shall give any party the right to bind the other party. This Agreement shall be construed in accordance with the laws of the State of New York, United States. Any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments of this contract, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules. The place of arbitration shall be Tel-Aviv/Israel, unless the parties agree in writing on another location. You and Flytrex agree that any arbitration shall be limited to the Claim between Flytrex and you individually. You and Flytrex agree that (a) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; (b) there is no right or authority for any dispute to be brought in a purported representative capacity or as a private attorney general; and (c) no arbitration shall be joined with any other arbitration. The language to be used in the arbitral proceedings shall be English. Notwithstanding the foregoing, nothing herein shall prevent a party from seeking an injunction or other equitable relied in any court of competent jurisdiction to prevent a breach or threatened breach of any provision of this Agreement. You agree that any arbitration shall be limited to the claim between Flytrex and you individually, and there is no right or authority for any dispute to be arbitrated on a class action basis or using class action procedures.
10. US Government Restricted Rights
Services are provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in applicable laws and regulations. Use of the Product and related materials by the U.S. Government constitutes acknowledgment of our proprietary rights in same.