TERMS & CONDITIONS

This document constitutes the agreement through which XClutch USA will agree to sell, and Purchaser will agree to purchase, XClutch USA’s products.  In these terms and conditions, the words “we” and “our” refer to XClutch USA; the words “you” and “your” refer to you, the Purchaser.

1. By consummating your purchase of our products, you are agreeing to be bound by the terms and conditions of this agreement, as such terms and conditions existed on the date of purchase.  Furthermore, to the extent that you may have your own standard terms and conditions, it is hereby understood and agreed that your terms and conditions have not been presented or made a part of this transaction, and that you have elected instead to be bound exclusively by these terms and conditions.
2. We understand that you may be purchasing our products for your own use, or so that you may resell them to your customer.  Certain terms and conditions of this agreement will pertain to you specifically in the event that you are acting in the capacity of a reseller.
3. To the extent that you are purchasing our products so that you may act in the capacity of a reseller:
   1. We hereby authorize you to resell our products.  However, your appointment as a reseller is limited, and it is non-exclusive.  We may, and very likely will, sell our products to others, so that they may also act as a reseller;
   2. We hereby authorize you to use our name—XClutch USA—in connection with your reselling activities.  However, your right to use our name is restricted to this limited scope, and we may revoke our permission for you to use our name at any time, for any reason, in our sole and absolute discretion.  Furthermore, your right to use our name is non-exclusive; others, acting as resellers, may be granted similar license; and,
   3. The relationship between us is solely that of a seller and a purchaser.  Nothing in this agreement constitutes or creates any agency, joint venture, partnership, or other form of joint enterprise.  Through this agreement, we do not appoint you as our agent for any purpose and we give you no authority to act on our behalf. 
4. Catalogues, price lists, and technical references provided to you by us, whether in printed or electronic form, shall remain our exclusive property at all times and are not to be reproduced by any means without our prior written approval.
5. All clutch kits are guaranteed for a period of twelve (12) months or 20,000 km (approx. 12,427 miles), whichever occurs first, except tractors, which have a workmanship warranty only.
   1. Warranty claims will not be accepted until we have tested said products and deemed them faulty;
   2. We will not honor any warranty claim for goods which you repair, or attempt to repair;
   3. Warranty claims will be rejected where clutch kits or components have been fitted to incorrect or unlisted applications;
   4. All goods supplied by us are warranted against faulty material and/or workmanship, but not maltreatment and damage caused by collision or driver abuse;
   5. Warranty does not apply when the products sold are fitted to a vehicle used for speed trials, racing, time trials, and/or commercial and off-road vehicles, unless fitted as original equipment;
   6. Prior to a new clutch kit being fitted, the flywheel must be machined, otherwise warranty will be void;
   7. In respect of warranty repairs, the repairer has a duty to minimize losses in respect of rework and replacement of parts so any claims against us, for labor, will be reimbursed on an internal labor cost basis up to a maximum of fifty dollars ($50) per hour for specified times; and,
   8. Products purchased from us that are then modified or altered for fitting a vehicle will void the warranty.
6. In relation to the supply of goods, our liability under this warranty is limited to:
   1. Replacing the products or supplying similar products;
   2. Repairing the products;
   3. Providing the cost for replacing the products or for acquiring equivalent products; and/or,
   4. Providing the cost for having the products repaired.
7. In relation to the supply of services, our liability under this warranty is limited to:
   1. Supplying the service again; and/or,
   2. Providing for the cost of having the services supplied again.
8. Products purchased from us that are then modified or altered for fitting a vehicle will void the warranty.
9. Except as may be required by any applicable state or federal law:
   1. Products (except those stated below in items (b) through (h)) you return for credit will be accepted for credit by us only if the products are received by us within fourteen (14) days after the date of their delivery.  If accepted by us, you will also be financially responsible to us for a restocking charge of ten percent (10%) of the value of the said products unless prior arrangements have been made with us;
   2. Products you return for credit that are not in a clean and resalable condition or which do not include original packaging will not be accepted by us for credit;
   3. Products made to order and/or specifically procured will not be accepted for credit without prior agreement with us;
   4. Unless otherwise agreed in writing, orders cannot be cancelled once production/repair of the goods which are the subject of the order has commenced.  In that event, you shall be liable to us for the full purchase price notwithstanding any purported cancellation of an order;
   5. We reserve the right to charge you a penalty on exchange deposit items that are returned to us in what we deem to be an unserviceable condition; and,
   6. We will only accept for credit exchange deposit items that are of the same type and/or specification.
10. We will make all reasonable efforts to have the products you order delivered to you on the date agreed between the parties as the delivery date, but you agree that we shall be under no liability whatsoever should delivery not be made on this date.
11. We reserve the right to fulfil any order in full or part.
12. All freight and transit insurance charges are your responsibility unless specific prior arrangements with us have been made.
13. We shall not be liable to you for any loss caused to you by reason of strikes, lockouts, fires, riots, war, embargoes, civil commotions, acts of God, or any other activity beyond our control, and you hereby waive and release any and all such claims.
14. You agree to indemnify us and keep us indemnified against any and all claims, holding us completely harmless.  This indemnity includes, but is not limited to, any legal fees and expenses we may incur in order to enforce our rights, on an indemnity basis.
15. You will pay for our costs and disbursements incurred in pursuing any recovery action, or any other claim or remedy, against you, including debt recovery fees and legal fees and costs.  Such costs and disbursements will be due and payable by you to us irrespective of whether pursuit of the recovery action, claim, or remedy is successful.
16. You shall not hold us liable, or attempt to hold us liable, for any losses or damages, whether claims are made or not, for loss of profit, economic or financial loss, damages, consequential loss, loss of opportunity or benefit, loss of a right, or any other indirect loss suffered by you.
17. You acknowledge and agree that this agreement is and shall be governed by the laws of the State of Ohio exclusively.
18. You acknowledge and agree that this agreement is deemed as having been formed at our business address in Ohio exclusively.
19. You acknowledge and agree that the sole and exclusive venue for any dispute arising under this or any other agreement between us shall be the state and federal courts located in Franklin County, Ohio.
20. If any provision of this agreement is found to be not enforceable in accordance with its terms by a court of competent jurisdiction, all remaining provisions are, and continue to be, enforceable in accordance with their terms.
21. This agreement constitutes the full and final agreement between the parties relating in any way to its subject matter.  All previous negotiations, understandings, representations, warranties, memoranda, or commitments about the subject matter of this agreement are merged into this agreement and are of no further effect.  No oral explanation or information provided by a party to another affects the meaning or interpretation of this agreement or constitutes any collateral agreement, warranty, or understanding.