111 Bank St, Suite 152
Grass Valley, CA 95945
(888) 477-0290 Fax: (888) 816-1936
“Product” means the goods or services described in the Sales Order, “Company” means ShiroBliss LLC. “Purchaser” refers to the entity specified on the cover page of the Sales Order as the Purchaser.
- Terms and Conditions. This Sales Order is an offer by Purchaser to Company, and may be accepted either by performance or acknowledgment. By acceptance of this purchase order, each party agrees to comply fully with all of the provisions. Each party agrees that the purchase of product is solely and exclusively governed by the provisions in this sales order and shall supersede any other terms and conditions in any document acknowledging or accepting this sales order, or any other communication from either party. In the event of any conflict between this sales order and any of purchaser’s terms and conditions in any document submitted by purchaser, either as part of a proposal or otherwise, the parties agree that the provisions in this sales order shall control solely and exclusively.
- Purchase; Price. Company agrees to sell to Purchaser, and Purchaser agrees to purchase from Company, the Products in the quantity and at the price described in the cover page of this Sales Order. Company will deliver the Product no later than the “Due Date” specified on the Cover Page. Applicable sales, use, value-added or other taxes or fees and duties and charges for packaging, packing, loading, shipping that are not shown on the invoice are to be paid by Purchaser, unless otherwise specified in writing by the parties.
- Delivery Deadline. All shipping dates and quantities set forth in the Sales Order are approximate and good faith estimates. In no event will Company be liable for any reprocurement costs, delay or non-delivery or any other failure to perform an obligation due to causes beyond Company’s In the event of any such delay, the date of delivery or other performance will at the request of Company be extended for a reasonable period.
- Title; Risk of Loss; Shipping. Unless otherwise specified in the Sales Order, shipment of goods shall be F.O.B. destination -Title and risk or loss or damage shall pass from Company to Purchaser upon Company’s delivery of the products to the shipping address provided by the purchaser. Company shall preserve, package, handle and pack the goods so as to protect the goods from loss or damage, in conformance with good commercial practice. Company shall be responsible for any loss or damage due to its failure to properly preserve, package, handle or pack the goods; Purchaser shall not be required to assert any claims for such loss or damage against the common carrier involved. Purchaser must notify Company of shipping damage within 7 days of delivery date. If notification is not made within 7 days, Purchaser shall not be able to assert any claims for loss or damage against Company.
- Acceptance. Upon receipt of a shipment of products from Company, Purchaser will inspect such shipment to determine that it conforms to items on the Sales Order Form. If Purchaser does not notify Company in writing within fifteen (15) days after receipt of such shipment, such shipment will be deemed accepted by Purchaser. At the discretion of Company, rejected products shall be kept by Purchaser in secured storage for inspection by Company, or returned to No products will be returned to Company without Company’s consent. Freight must be prepaid by Purchaser. All products must be returned in the same packing conditions in which it left Company’s premises. If products are returned to Company, Company will repair or replace the product in accordance with these Terms and Conditions.
- Warranties. Company warrants that the products purchased hereunder will be free from defects of material and workmanship under normal use and service as follows: for a period of one (1) year following shipment by Company, Company will supply, at no charge new replacement part for defective products. Warranty obligations apply only to products returned to Company at Company’s factory of origin, transportation charges prepaid, during the applicable warranty period. Further, the warranty obligations set forth in this Section are the sole and exclusive remedy to Purchaser for breach of any warranty under these Terms and Conditions. This warranty extends only to original purchaser of the products. This warranty will not apply to any products which have been repaired or altered other than by Company, Purchaser’s failure to use the products in accordance with the product manual, or products which have been subjected to misuse, negligence, accident, abuse, unusual physical or electrical stress, or other causes other than the normal and intended use of the products. The warranty for the products as set forth herein is in lieu of, and company hereby disclaims, all other warranties expressed, statutory or implied, whether oral or written, including the implied warranties of merchantability, fitness for a particular purpose and noninfringement.
- Limitation of Liability; Indemnification. The Company’s products are not medical devices, do not supply medical benefits and should not be used for the relief of any medical condition. The Company assumes no liability for risk involved in the use of the products. . Accordingly, Purchaser agrees to indemnify and hold harmless the Company and its directors, officers, employees and agents from and against any arising out of or relating to the use of the Products provided under this Agreement, and all liabilities, costs, damages and expenses imposed or incurred in connection therewith, including reasonable attorneys’ fees. COMPANY WILL NOT BE LIABLE FOR ANY LOST REVENUE, LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR OTHER CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES INCURRED BY BUYER OR ANY OTHER PARTY, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY UNDER THESE TERMS AND CONDITIONS EXCEED THE FEES PAID BY PURCHASER TO COMPANY UNDER THE SALES ORDER GIVING RISE TO SUCH LIABILITY. The limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
- Termination. Either party may terminate this Sales Order due to a material breach by the other party if it delivers notice of such breach specifying the nature of the breach and the breaching party fails to cure such breach within fifteen (15) days.
- Miscellaneous. Failure of Company to enforce at any time any of the provisions hereof will not be construed to be a waiver of the right of Company thereafter to enforce any such provisions. Purchaser will not assign this Agreement or any portion hereof without the prior written consent of Company, and any such attempt at assignment will be void. Company will be entitled to assign all or any portion of this Agreement. This Agreement will be governed by and construed in accordance with the laws of the State of California excluding its conflict of laws principles. The United Nations Convention on the International Sale of Products will not apply. The parties agree that the federal and state courts located in or having jurisdiction over Sacramento, California, shall have the exclusive jurisdiction over any action brought to enforce the rights and obligations in or arising from this Terms of Sale and each of the parties hereto irrevocably submits to the jurisdiction of such courts to the exclusion of all other judicial forum(s). No modification to these Terms and Conditions, nor any waiver of any rights, shall be effective unless agreed to in writing by both parties. If any portion of these Terms and Conditions is held invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of these Terms and Conditions, and the parties shall seek in good faith to agree to substitute for the invalid provision a valid provision that most closely approximates its terms. These Terms and Conditions supersede all proposals, oral or written, all negotiations, conversations or discussions between the parties relating to these Terms and Conditions and past course of dealing or industry custom. Purchaser represents and agrees that it has not relied on any representation or warranty other than those contained herein in entering into this Sales Order. These Terms and Conditions contain the entire understanding and agreement of the parties with respect to the subject matter hereof. All notices and other communications hereunder shall be delivered to the parties at the addresses set forth on the Cover Page and shall be deemed to be delivered three (3) days after being mailed by registered or certified mail and on the date the notice is sent when sent by verified facsimile.