International Terms and Conditions
Placing orders:
Swift Response, LLC (“Swift”, “We”, “Our” or “Us”) accepts Your order described in this Sales Confirmation, subject to the General Terms and Conditions set forth at below, which are incorporated in this Sales Confirmation by reference thereto (together, with this Sales Confirmation, the “Terms & Conditions”). Notwithstanding anything herein to the contrary, if a written contract signed by both You and Us is in existence governing the sale of the goods covered by this Sales Confirmation (“Goods”), the terms of such contract will prevail to the extent it is inconsistent with the Terms & Conditions. The Terms & Conditions comprises the entire agreement between You and Us with respect to all Goods, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. The Terms & Conditions prevails over any of Your general terms and conditions of purchase regardless whether or when You submitted Your purchase order or such terms. Fulfillment of Your order does not constitute acceptance of any of Your terms and conditions and does not serve to modify or amend the Terms & Conditions.
GENERAL TERMS AND CONDITIONS
1. General.
These General Terms and Conditions (together, with a Sales Confirmation sent to You by Us (each, a “Sales Confirmation”), the “Terms & Conditions”) govern all purchase orders accepted by Swift Response, LLC (“Swift”, “We”, “Our” or “Us”) from customers outside of the United States of America and off-shore United States territories and possessions (“You” or “Your”). Notwithstanding anything herein to the contrary, if a written contract signed by both You and Us is in existence governing the sale of the goods (goods to be sold pursuant to a Sales Confirmation, “Goods”), the terms of such contract will prevail to the extent it is inconsistent with the Terms & Conditions. The Terms & Conditions comprises the entire agreement between You and Us with respect to all Goods, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. The Terms & Conditions prevails over any of Your general terms and conditions of purchase regardless whether or when You submitted Your purchase order or such terms. Fulfillment of Your order does not constitute acceptance of any of Your terms and conditions and does not serve to modify or amend the Terms & Conditions.
2. Payment.
a. You will pay Us the Total Price set forth in a Sales Confirmation sent to You prior to shipment of any Goods. You will make all payments to Us in U.S. dollars and by wire transfer. The Terms & Conditions (and therefore Our obligation to ship the Goods) will terminate if You do not wire the entire Total Price to Us within thirty (30) days of the date set forth in the applicable Sales Confirmation (the “Effective Date”). To the extent that You pay any advance deposit for Your order to Us, and You do not pay Us the remaining Total Price by the Effective Date, without limiting any of Our remedies provided by these Terms & Conditions or by law or equity, We reserve the right, in Our sole discretion, to retain Your advance deposit as compensation for Our damages.
b. You will pay for, and will hold Us harmless from, any and all shipping charges, advertising costs and insurance costs. In addition, the Total Price is exclusive of, and You are solely responsible for, and will pay, and will hold Us harmless from, any and all sales, excise, use, gross receipts, environmental, ad valorem or other similar taxes, fees, duties or charges of any kind imposed by any governmental authority on any amounts payable by You under the Terms & Conditions (including interest and penalties thereon) (“Taxes”); provided, however, that You will not be responsible for any Taxes imposed on, or with respect to, Our income, revenues, gross receipts, personnel, property or other assets.
3. Delivery. The Goods will be made available for pick up by You or Your third-party designee (including any of Your third-party freight forwarders) at a Swift distribution center of Our choosing, within a reasonable time after We receive Your wire transfer for the Total Price. Title to Goods passes from Us to You upon Goods being made available for pick up at a Swift distribution center, and We will have no liability for any delays, loss or damage once a Good is made available.
4. Limited Return Policy.
All sales are final. You have no right to return any Goods unless such Goods have a manufacturing defect in material or workmanship; provided, however, that You must submit a timely claim of any manufacturing defect in accordance with Section 7 of the Terms & Conditions.
5. Representations and Warranties.
You represent and warrant that (a) You have the right, power and authority to enter into the Terms & Conditions, which constitutes a legal, binding obligation; (b) by entering into the Terms & Conditions, You are not violating the terms of any other agreements with third parties; (c) You will comply with Your obligations pursuant to the Terms & Conditions; (d) You will comply with all applicable laws, regulations and ordinances, including, without limitation, any local laws regulating product labeling and disclosures and all export and import laws of all countries involved in the sale of the Goods or any resale of the Goods; (e) You will, at Your own expense, maintain all certifications, credentials, licenses and permits necessary to perform Your obligations and any activities related to Your obligations under the Terms & Conditions; (f) You will not engage in any activity or transaction involving the Goods, by way of shipment, purchase, sale, use or otherwise, that violates any applicable laws, regulations or ordinances; (g) You will not, directly or indirectly, sell, market, deliver, distribute or ship any Goods outside of Your approved, non-exclusive territory identified on the applicable Sales Confirmation (the “Territory”), without Our prior written consent; (h) You will sell, market, deliver, distribute and ship all Goods within the Territory to third parties on a non-exclusive basis; (i) You will not use, market or distribute any of Our marketing materials, trademarks, marks, videos, commercials, advertisements, pictures, graphics, logos, or other materials or information (collectively, “Marketing Materials”), without Our prior written consent, and to the extent that We consent to any such use in writing, then You will use, market and distribute such Marketing Materials in strict accordance with Our policies provided to You from time to time; and (j) You will not modify, change or alter any Goods or any Marketing Materials (including, without limitation, any labels or packaging of Goods) without Our prior written consent. For the avoidance of doubt, You will be solely responsible for compliance with all applicable laws, regulations and ordinances, including, without limitation, any local laws regulating product labeling and disclosures and all export and import laws of all countries involved in the sale of the Goods or any resale of the Goods.
6. Product Warranty and Disclaimers.
We warrant, for a period of one (1) year from the Effective Date, that the Goods will be free of all manufacturing defects in material and workmanship and will conform to the manufacturer’s specifications under normal use and service. EXCEPT FOR THE FOREGOING, WE MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, WARRANTY AGAINST INFRINGEMENT OR INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
7. Limitation of Liability.
You must provide Us with timely notification of any claims. Upon Your submission of a timely claim and Our substantiation of such claim, We will, at Our option, either (1) replace the Goods or (2) refund an equitable portion of the Total Price. THE FOREGOING IS OUR ONLY OBLIGATION AND YOUR ONLY REMEDY FOR BREACH OF WARRANTY, BREACH OF CONTRACT, TORT OR OTHERWISE. IN NO EVENT WILL WE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST PROFITS OR REVENUES, WHETHER ARISING OUT OF OR RELATED TO BREACH OF WARRANTY, BREACH OF CONTRACT, TORT OR OTHERWISE AND WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE TO YOU OR COULD HAVE BEEN REASONABLY FORESEEN BY YOU. We will not be liable for any recall of the Goods unless a government-mandated recall relates specifically to a manufacturing defect in material or workmanship. For the avoidance of doubt, failure to comply with any applicable laws, regulations and ordinances, including, without limitation, any local laws regulating product labeling or disclosures or any export or import laws of any country involved in the sale of the Goods or any resale of the Goods, will not constitute a manufacturing defect. We will not be liable for any loss or damage due to causes beyond Our reasonable anticipation or control, including, without limitation, strikes, wars, fires, accidents, governmental laws, acts of providence and delays caused by third parties. Any action for breach of the Agreement must be commenced within one (1) year after the cause of action has occurred.
8. Insurance.
You will, at Your own expense, maintain and carry in full force and effect, all types and amounts of insurance required by applicable law and all such insurance as is necessary to protect Us from and against any claims, including, without limitation, general liability and product liability insurance, with financially sound and reputable insurers. Upon request, You will provide Us with a certificate of insurance from Your insurer evidencing the insurance coverage specified in the Terms & Conditions. You will cause the certificate of insurance to name Us as an additional insured. You will provide Us with fifteen (15) days’ advance written notice in the event of a cancellation or material change in its insurance policy.
9. Indemnification.
a. Indemnification. You will indemnify, defend, and hold harmless Us and Our directors, officers, shareholders, employees, agents and affiliates from and against any and all actions, claims, liabilities, damages, losses and expenses, including attorneys’ fees and costs, arising out of or related to (i) a breach of the Terms & Conditions by You or any of Your officers, directors, employees, agents or affiliates, including, without limitation, any representations and warranties made within the Terms & Conditions; and (ii) the acts, errors or omissions of You or any of Your officers, directors, employees, agents or affiliates, including, without limitation, any acts, errors or omissions related to import or export obligations, recalls (other than recalls that directly relate to a manufacturing defect in material or workmanship of the Goods) and local governmental regulations.
b. Indemnification Procedures. We will provide You with prompt notice of any claim for which indemnification is sought, except that failure to provide such notice will not excuse Your indemnification obligations under this Section 9. You will not enter into any settlement or compromise of any such claim without Our prior written consent. You will pay any and all costs, damages and expenses, including, but not limited to, attorneys’ fees and costs (even if incident to any appeals) awarded against or otherwise incurred by Us in connection with or arising from any such indemnified claim, suit, action or proceeding. Your obligations under this Section 9 will in no manner be affected by the existence or non-existence of insurance. Our right to indemnity under the Terms & Conditions will arise notwithstanding that joint or concurrent liability may be imposed on both You and Us and/or Your or Our affiliates and subsidiaries by statute, ordinance, regulation or otherwise.
10. Confidential Information.
All non-public, confidential or proprietary information of Swift, including, but not limited to, specifications, samples, patterns, designs, plans, programs, sales methods, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Us to You, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” is confidential, may be used solely for the purpose of performing pursuant to the Terms & Conditions, and may not be disclosed or copied unless authorized by Us in writing. Upon Our request, You will promptly return all documents and other materials (including, without limitation, Marketing Materials) received from Us. We will be entitled to injunctive relief, in addition to any other relief or remedies, without the need to post bond or other security, for any violation of these confidentiality obligations. These confidentiality obligations will not apply to information that is: (a) in the public domain through no fault of Yours; or (b) known to You at the time of disclosure.
11. Covenants Not to Solicit Customers or Suppliers or Compete.
From the Effective Date until the date that is twelve (12) months after the Effective Date, You will not, without Our prior written consent, on Your own behalf or on behalf of any other person or entity, directly or indirectly, (i) solicit or divert, or attempt to solicit, or divert the business of any then-existing Swift client, customer, supplier, vendor, contractor, employee, or lead generator with whom You had contact with, or about whom You learned (x) the identity of or (y) confidential information about in any way that would adversely affect Our business; (ii) market, sell or distribute the Goods or any products that are substantially similar to the Goods through infomercials; (iii) manufacture, market, sell, or distribute the Goods or any products that are substantially similar to the Goods in the consumer and retail business channel utilizing any other marketing strategies and methods disclosed by Us to You in the course of discussions between Us and You; or (iv) manufacture, market, sell, or distribute the Goods or any products that are substantially similar to the Goods in the consumer and retail business channel.
12. Reseller Obligations.
As a reseller of Goods, You must comply with the following provisions: (a) You will not enter into, or otherwise grant, any exclusive relationships to sell, market or distribute the Goods with any third party, without Our prior written consent; (b) all downstream resellers must comply with the Terms & Conditions, and You will be responsible for the compliance of the Terms & Conditions by all such resellers; and (c) You will provide Us, within thirty (30) days of our request and/or within the end of each calendar quarter (i.e. within the end of each March 31st, June 30th, September 30th and December 31st), with written sales reports that include, at a minimum, the date, quantity, price (wholesale and retail (as applicable)), SKUs, zip codes, and point of each sale within the applicable reporting period.
13. Miscellaneous.
The Terms & Conditions will not be amended except by a writing executed by You and Us. The Terms & Conditions will be binding upon You and Us and each of our respective successors and assigns. The invalidity of any part of the Terms & Conditions will not render invalid the remainder of the Terms & Conditions. No term, covenant, condition or warranty of the Terms & Conditions will be deemed to have been waived, nor will there be any estoppel against the enforcement of any provision of the Terms & Conditions, except by written instrument of the party charged with such waiver or estoppel. The relationship between You and Us is that of independent contractors. Nothing contained in the Terms & Conditions will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between us, and neither You nor Us will have authority to contract for or bind the other in any manner whatsoever. The Terms & Conditions will be governed by and interpreted in accordance with the laws of the State of Florida, United States of America, without reference to conflict of laws principles. Any civil action or legal proceeding arising out of or relating to the Terms & Conditions will be brought exclusively in the state or federal courts of record in Broward County, Florida. You and We each consent to the jurisdiction of such Florida court in any such civil action or legal proceeding and waive any objection to the laying of venue of any such civil action or legal proceeding in such Florida court. Service of any court paper may be affected in such other manner as may be provided under applicable laws, rules of procedure or local rules. All notices, requests and other communications to be given pursuant to the Terms & Conditions will be in writing and delivered, if to You, to the address set forth in the applicable Sales Confirmation and, if to Us, to: Swift Response, LLC, 2690 Weston Road, Suite 200, Weston, Florida 33331.
- Choosing a selection results in a full page refresh.