Terms and conditions
These Terms and Conditions of Sale (collectively, the “Agreement”) supercede all other communications, whether oral or written, and contain the entire agreement of BUYER and VENDOR with respect to this order. No term or condition of the Agreement may be terminated, modified, rescinded or waived except by a writing signed by an authorized representative of VENDOR. ANY OFFER TO SELL BY VENDOR AS WELL AS ANY ACCEPTANCE BY VENDOR OF BUYER'S ORDER OR OFFER TO PURCHASE IS EXPRESSLY MADE CONDITIONAL UPON BUYER'S ASSENT TO THESE TERMS AND CONDITIONS OF SALE. BUYER'S TAKING DELIVERY OF ANY PRODUCT OR PAYMENT OF ANY INVOICE WILL BE CONCLUSIVE EVIDENCE OF SUCH ASSENT. UNLESS EXPRESSLY ACCEPTED BY VENDOR IN WRITING: (1) NO PURCHASE ORDER, CONFIRMATION OR OTHER WRITING OF BUYER CONTAINING OTHER OR DIFFERENT TERMS SHALL CONSTITUTE A MODIFICATION OR WAIVER OF ANY TERM OR CONDITION OF THE AGREEMENT, AND (2) NO MODIFICATION OR WAIVER OF ANY TERM OR CONDITION OF THIS AGREEMENT WILL BE DEEMED EFFECTED BY ANY PURCHASE ORDER, CONFIRMATION OR OTHER WRITING OF BUYER CONTAINING OTHER OR DIFFERENT TERMS. VENDOR WITHOUT FURTHER NOTICE OBJECTS TO ANY PROPOSALS FOR OTHER OR DIFFERENT TERMS CONTAINED IN BUYER'S COMMUNICATIONS THAT ARE NOT ACCEPTED AND SIGNED BY VENDOR. No acceptance or acquiescence in a course of performance, no course of prior dealings and no usage of the trade will be relevant to supplement or explain any of these terms or conditions.
All prices are subject to change without notice, and all merchandise, except where expressly agreed by VENDOR otherwise, will be billed at the prices prevailing at the time of shipment.
For purposes of these Terms and Conditions of Sale, “consumers” is defined to mean individuals who purchase, use and dispose of products for personal, family or household purposes with no intent to resell. VENDOR sells its product to retailers only for resale to consumers at approved locations. Any sale or offer to sell from any other location/outlet, through any other medium, (including, without limitation: mail order, catalog, internet, intranet or otherwise) is expressly prohibited unless previously authorized by VENDOR in writing. Unless specifically prohibited by applicable law, sale, resale or transshipment from, in, to or through any unauthorized location, business or medium, or to other than a consumer is a violation of these Terms and Conditions. Unless otherwise expressly agreed to by VENDOR, export to a country outside the United States is prohibited. BUYER agrees and understands that VENDOR's policy is for the purpose of maintaining and enhancing the image and placement of its trademarks and trade name throughout the world. BUYER is on notice that VENDOR will use all available remedies at law to protect its trademark image from unauthorized activities.
Acceptance of orders and sales are subject to allocation by VENDOR in times of product shortage in response to business factors deemed most appropriate by VENDOR at the time. The partial acceptance or shipment of the purchase order to which this invoice relates will not bind VENDOR to accept or deliver the remainder of the order at the same prices or at all.
All claims for lost or damaged shipments must be made directly by BUYER to the delivering carrier at the time of delivery. BUYER will be deemed to have irrevocably accepted any shipment unless it has reported in writing any defect in such merchandise or shortage due to packing errors to VENDOR's Claims Department within ten (10) days after the date of the invoice. VENDOR will make final determination of the existence of a defect. Any discrepancies in shipping dates, sizes, colors, styles, credit terms, payment dates or other terms must be reported in writing to VENDOR's Claims Department within ten (10) days after the date of the invoice. BUYER must make any request for proof of delivery in writing within ten (10) days of the date of the invoice.
Thereafter, the merchandise will be conclusively deemed to have been delivered.
VENDOR warrants only that its products, at the time of shipment, are free from defects in workmanship and materials. THEWARRANTY DESCRIBED IN THIS PARAGRAPH IS IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NO TLIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTYAGAINST CLAIMS BY THIRD PARTIES FOR INFRINGEMENT.
LIMITATION OF LIABILITY
VENDOR's sole and exclusive obligation, and BUYER's sole and exclusive remedy, under the warranty described in the preceding paragraph is replacement of or credit for any defective product (at the option of VENDOR) but such replacement or credit will be made only if BUYER follows the terms and conditions set forth herein under the heading “Return Goods Policy.” IN NO EVENT WILL VENDOR BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, IN TORT, UNDER WARRANTY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS AND INJURY TO PERSONS OR PROPERTY.
RETURN GOODS POLICY
All returns, including returns of defective merchandise, of any quantity must be authorized in advance by VENDOR's Returns Department. Requests for return authorization must be made within ten (10) days of the date of the invoice. Upon approval by VENDOR, Return Authorization Label(s), which must be affixed to the outside carton, will be issued to BUYER. Returns not carrying Return Authorization Label(s) will be refused delivery by VENDOR and returned to BUYER at its sole cost and expense. Return freight must be prepaid by BUYER. Collect shipments will not be accepted. With respect to defective merchandise, BUYER's account will be credited at full value together with return freight charges. All non-defective merchandise will be credited to BUYER's account at full value, less a 10% restocking charge. Shipments refused by BUYER will be credited at full value, together with return freight charges, only if refusal was due to a shipment error by VENDOR and BUYER notifies VENDOR's Returns Department of such error within ten (10) days of receipt of the merchandise. In the event any shipment is refused other than due to a shipment error by VENDOR, VENDOR shall have the right either to refuse such returned goods or to credit the same to BUYER's account, less a 15% restocking charge. BUYER shall be responsible for the removal of any label, mark or tag added by it to the merchandise before returning the same to VENDOR.
Customer must handle all returns where product where was originally purchased.
In the case of an unsatisfied customer returning goods or defective merchandise, it is up to the RETAILER's discretion to accept returns upon their own Return Practice. It is the stores responsibility to communicate this policy to their customers. Corporate will not accept returns directly from customers.
BUYER will not impose upon VENDOR any processing, handling, service, anticipation, warehouse or other penalties or charges of any nature whatsoever.
BUYER will have no right to use any of VENDOR's trademarks or trade names, except solely and directly in connection with the sale or advertising of VENDOR's products in connection with the resale of such products to consumers. BUYER will comply with all legal prerequisites governing the proper usage and display of such trademarks. BUYER will have no right of any kind in or to any of VENDOR's trademarks or trade names. VENDOR expressly reserves the right to prohibit, restrict, or condition further in any way VENDOR may deem necessary or appropriate, the use by BUYER of an of VENDOR's trademarks or trade names.
APPLICABLE LAW; JURSIDICTION; VENUE
The Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions. BUYER and VENDOR agree that in the event of dispute relating to the Agreement, the parties will be subject to the jurisdiction of the courts of the State of California, with venue in a court of proper subject matter jurisdiction located in Los Angeles County, California.
Buyer will be liable to VENDOR for any expenses incurred by VENDOR arising out of BUYER's breach of any of its obligation under the Agreement including, but not limited to, collection costs and reasonable attorney fees.