Terms and Conditions
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Terms and Conditions of Sales
NGUVUPOWER FITNESS AGREEMENT
These terms and conditions constitute a continuing sales agreement between NguvuPower (hereinafter referred to as “NguvuPower”) and the Buyer for all products, parts, and/or services (“Products”) provided by NguvuPower in connection with the Buyer’s order of NguvuPower Products (“Order”). No other terms or modifi cations shall be binding unless accepted in writing by NguvuPower. If the Buyer uses its own purchase order form to place orders for Products, any additional or confl icting terms on such forms shall be null and void.
1. DELIVERY
(A) NguvuPower shall make reasonable efforts to deliver Products by the requested delivery date (“Requested Delivery Date”). However, NguvuPower is not liable for any damages, including consequential or incidental damages, arising from delays in delivery, except where delays are caused by Buyer’s actions as defi ned in Section 19 (“Buyer’s Factors”). In such cases, no price increases or additional fees will apply due to NguvuPower’s delay.
(B) If delays or changes to delivery are requested by the Buyer or caused by the Buyer’s inaction (“Buyer’s Factors”), NguvuPower reserves the right to impose delivery delay fees or price adjustments. If the Buyer extends the delivery date by more than 30 days from the original Requested Delivery Date, the Buyer agrees to pay:
(i) 50% of the total invoice price at the time of notifi cation, with the balance due under previously agreed payment terms.
(ii) A monthly delivery delay fee of 1% of the total invoice price from the original delivery date until delivery.
These fees do not apply if the Buyer requests an extension at least 60 days before the original delivery date.
2. PARTIAL SHIPMENT
NguvuPower reserves the right to offer partial shipments of available Products. If the Buyer accepts partial shipments, NguvuPower will invoice for the shipped Products. Acceptance of partial shipments does not release the Buyer from the obligation to accept and pay for the remaining Products.
3. RISK OF LOSS
Title and risk of loss transfer to the Buyer when Products leave NguvuPower’s designated facility. If the Buyer delays delivery or installation after shipment, the Buyer assumes all related storage costs.
4. PAYMENT
NguvuPower will invoice the Buyer in the agreed currency for the total cost of Products, including applicable charges for freight, taxes, and fees. Payment is due within 30 days of the invoice date or as per prior written agreement. Payments overdue are subject to a 3% monthly interest rate or the maximum allowed by law. NguvuPower may require prepayment for any Products or services and reserves the right to adjust credit terms.
The Buyer grants NguvuPower a security interest in all Products until full payment is received. In cases of fi nancial distress (e.g., insolvency, bankruptcy), NguvuPower may request prepayment or cancel pending orders.
5. RETURNS
Within 10 days of delivery, the Buyer may request a return authorization (“RMA”) for eligible Products. Returns are subject to a restocking fee of 20%, excluding freight and handling costs. Custom orders (“Built-to-Order Products”) are fi nal sale and not eligible for return.
6. CANCELED OR MODIFIED ORDERS
Changes or cancellations made within 60 days of the delivery date (90 days for Built-to-Order Products) are subject to a 20% restocking fee.
7. ACCEPTANCE BY BUYER
Products are deemed accepted unless the Buyer provides written notice of defects within 10 days of receipt. NguvuPower reserves the right to correct any issues as the Buyer’s sole remedy.
8. LIMITED WARRANTY
NguvuPower offers a manufacturer’s limited warranty for its Products. Warranty claims must be submitted as per NguvuPower’s guidelines. This warranty is exclusive and replaces all other warranties, including merchantability or fi tness for a particular purpose.
9. LIABILITY LIMITATIONS
NguvuPower’s liability is limited to the amount paid by the Buyer for the specifi c Products. NguvuPower is not liable for indirect, incidental, or consequential damages, including loss of profi ts or use.
10. FORCE MAJEURE
NguvuPower is not responsible for delays or inability to perform due to causes beyond its reasonable control, including natural disasters, labor disputes, government actions, and transportation issues. Delivery timelines will be adjusted accordingly.
11. GOVERNING LAW & VENUE
This agreement is governed by the laws of the state of California, and any disputes will be resolved in courts located in Los Angeles, California.
12. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between NguvuPower and the Buyer, superseding all prior agreements. Changes or waivers must be in writing and signed by both parties.