ORIGIN

Terms and Conditions

This document serves as General Terms and Conditions between Fidelity Manufacturing LLC (“Fidelity”) and its customer. These Terms and Conditions supersede any agreed upon, or implied Terms and
Conditions agreed to by both parties.

Definitions

  1. “Confidential Information” means non-public information that is identified as or would be reasonably understood to be confidential and/or proprietary. Confidential Information of Fidelity includes, without limitation, Documentation, designs and drawings, any and all technical information discussed and developed. Confidential Information does not include information that: (i) is or becomes known to the public without fault or breach of the Recipient; (ii) the Discloser regularly discloses to third parties without restriction on disclosure; (iii) the Recipient obtains from a third party without restriction on disclosure and without breach of a non-disclosure obligation known to Recipient; or (iv) is independently developed by the Recipient without use of Confidential Information.
  2. “Discloser” means the party providing Confidential Information to the Recipient.
  3. “Documentation” means Fidelity and Customer documentation relating to the features, functions, and use of the product designed and built.
  4. “Recipient” means the party receiving Confidential Information of the Discloser.
  5. “Completion Date”: Is defined as order completion date, when product is ready to be collected and not pick up or delivery date. Title/ownership for the product transfers to the customer at the completion date.

Sale

  1. Agreement. Fidelity Manufacturing and its Customer, in consideration of each party’s undertakings and covenants, agree to all of the terms of this agreement. All oral agreements made between Fidelity must be documented and mutually agreed upon and do not and cannot change the terms as outlined in this agreement without mutual agreement.
  2. Commitment. After confirmation that Customer Purchase Order and Fidelity Order Acknowledgement match, Fidelity will, in good faith, begin the process to build.
  3. Invoicing, Customer understands their invoice will be dated based on the Actual Completion Date of their product(s).
  4. Cancellation. Buyer may terminate the Agreement or any outstanding sales order by providing Seller with written notice of termination specifically referencing the Agreement. Buyer’s termination of the Agreement shall in no way relieve Buyer from Buyer’s obligation to make full payment to Seller for any outstanding balances owed to Seller, orders already fulfilled, any Goods already shipped, or any reasonable costs incurred prior to Seller’s actual receipt of such notice and related to a fully executed quote/estimate. If Buyer cancels an order after Buyer executes the related quote or estimate, Buyer must pay all engineering, labor and material costs, as used or committed by Seller, plus a cancellation of fee equal to 15% of the full purchase price of the applicable order. At no time may Buyer return shipped Goods for a refund or credit.

Seller has the right to cancel any outstanding sales order for convenience without penalty or liability to Buyer upon giving Buyer (30) days’ prior written notice. In the event of cancellation, Seller shall promptly refund any amount paid by Buyer for Goods that have not been shipped to Buyer, however, Seller shall be relieved of all further obligations and shall not be liable to Buyer for any incidental or consequential damages. Notwithstanding the foregoing provision, in no event shall Seller’s liability arising out of or relating to the sale of Goods exceed the purchase price Buyer paid to Seller for such Goods.

Payment and Taxes

  • Currency. All payments must be in $USD.
  • Payment terms. Normal payment terms, for customers in good standing, are Net 30. These terms are not extended to all customers and are not guaranteed. New customers and customers with late payment history will be required to make payment in advance of build and or shipment.
  • Prices. Due to the volatility in the supply chain and material market, Fidelity reserves the right to conduct pricing reviews and revisions on orders until time of production. Fidelity will not accept liquidated damages for delays out of our control.
  • Late Payments. Payment terms are as set forth in the Credit Application and Agreement and may be amended only by Seller’s authorized representative. Federal, state or local taxes are not included in Seller’s prices and are the sole responsibility of Buyer. Service charges shall accrue on amounts not paid according to the terms schedule at a rate of 2% per month (24% per annum).
  • Collection Charges. The prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys’ fees incurred in enforcing this
  • Agreement and related transactions.
  • Storage Fee. Completed/Invoiced projects stored over 30 days are subject to storage fees as noted. Enclosure Packages, Tanks, Trailers and Stairs/Platforms – $250 each per month. Customer agrees to pay at full value this invoice and not take discount for early payment.
  • Offset. Payment to Seller of any amount owed by Buyer may not be withheld, setoff against, or reduced by any amount owed, or claimed to be owed, to Buyer by Seller for any reason whatsoever.
  • Down Payments. Projects over $1.5 Million require a down payment and signing of Fidelity’s “Partnership Capacity Agreement”, before full execution of Purchase Order will take place.

Warranty

  • Limited Warranty. Unless stated elsewhere, Fidelity offers a limited warranty on all products. The warranty only applies to Fidelity product and does not apply to any primary or secondary devises attached. Please see Limited Statement of Warranty document.
  • Limitations. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, BUSINESS INTERRUPTION, LOST PROFITS, OR LOSSES RESULTING FROM THE INSTALLATION, USE, MISUSE, OR INABILITY TO USE THE GOODS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE, AND EVEN IF ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES. Seller’s liability shall, in any event, be limited to 100% of the amount paid to Seller for such Goods.
  • Customizations. Customizations or modifications to items sold by Fidelity Manufacturing waive any and all warranties.
  • Restrictions. Fidelity shall have no obligation to correct a problem caused by Customer’s negligence,
  • Prior to collection. Fidelity warrants that during the time between completion date and collection date that they will do their best to protect product. Customer understands that during this time they are responsible to maintain insurance on this product while it is located on Fidelity’s property.

Seller

Specifically rejects any purchase order containing a “time is of the essence” clause or “liquidated damage” penalties for late shipments.

Returns

All Sales are final. Products may not be returned for credit.

Abandonment

Should a customer not collect their finished product within 365 days from Completion, and have not paid all of the storage fees, Customer surrenders the rights to any product of theirs stored on Fidelity property.

Force Majeure

If our performance of any obligation is delayed due to unavailability of Product(s) or any other cause beyond our reasonable control by reason of fire, strike, lock-out, labor trouble, war, epidemic, embargo, flood, delay in transportation, lack or unavailability of trailers and/or railway cars, failure of carriers or subtrades, shortage of manpower, restrictive governmental laws or regulations (including any trade actions, export controls, tariffs, customs or duties) or to any other cause or reason beyond Fidelity’s commercially reasonable control (a “Force Majeure”), notwithstanding that such Force Majeure may have existed at the time of submission or acceptance of an Accepted Order, we shall not be liable and any portion of an Accepted Order not filled or shipped will be retained as an Accepted Order and delivered as soon as possible. However, we may elect to cancel the Accepted Order, without liability, if we believe that the Product(s) will not become available within a reasonable period of time as we so determine. We also reserve the right to apportion Product(s) among our customers in such manner as we consider equitable, and our determination shall be conclusive and binding on you without liability to us.

Default

In the event Buyer defaults or breaches any term or condition of the Agreement, Buyer agrees to pay on demand all costs and expenses of Seller in connection with said default or breach by Buyer, including without limitation, all attorneys’ fees, costs, and expenses incurred by Seller in enforcing any term or provision of the Agreement or in collecting payments due pursuant to the Agreement, whether through litigation or other dispute resolution or otherwise. Such fees, costs and other expenses shall include without limitation all costs and disbursements, all costs associated with discovery, depositions and expert witness fees, and all out-of-pocket costs incurred by Seller in the prosecution or defense of any action. For purposes of this paragraph, the phrase “litigation or other dispute resolution” shall be deemed to include any proceeding commenced in any court of general or limited jurisdiction, any arbitration or mediation, any proceeding commenced in the bankruptcy courts of the United States, and any appeal from any of the foregoing.

Governing Law

The transactions between buyer and seller are made in Florida, shall be governed by the laws of Florida, and BUYER agree to submit exclusively to the jurisdiction and venue of the Courts of Marion County Florida with respect to any dispute arising out of any transaction between BUYER and SELLER. BUYER AND SELLER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF ANY SUCH DISPUTE.

Indemnity

To the fullest extent allowed by law, Buyer agrees to indemnify, defend and hold harmless Seller and its past, present, and future shareholders, directors, officers, employees, and agents from any claims, demands, liabilities, damages, causes of action, expenses, including attorney’s and expert’s fees arising out of or in connection with any of the Goods purchased by Buyer. Buyer’s indemnification obligations shall not apply to the extent claims are the direct result of Seller’s negligence or willful misconduct.

Insurance

Customer is required to carry insurance on all Customer products while at any Fidelity location and while in transit to and from. Fidelity assumes, under no circumstance, no liability for Customer products. Fidelity will provide a secured location and will provide prompt notice to customers should something happen to Customer product.

Notices

All notices of claims or disputes given by either you or us with respect to any Communication shall be in writing and sent by overnight delivery service, charges prepaid, and addressed as follows: (i) if intended for us, to our address at 1900 NE 25th Avenue Ocala, FL 34470. Notice will be effective the first business day after notice is sent.

Assignment

No right or interest under the Agreement may be assigned by Buyer, nor may any obligation or performance under the Agreement be delegated by Buyer without Seller’s prior written consent. Any attempted assignment or delegation shall be void and ineffective for all purposes.

Change of Ownership

Buyer and Seller must provide prior written notice of any direct or indirect change in ownership of 25% or more of the equity ownership of Buyer.

Detention or Wait Time Charges

Due to the size and complexity of our products, and the limited loading space, Fidelity does not accept detention or wait time charges from freight carriers.

Supersedes All Others

Fidelity Manufacturing “Terms and Conditions” supersedes all other Terms and Conditions in case of conflict.

Our Products

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