TERMS AND CONDITIONS OF SALE FOR WEB BASED PURCHASE
THESE TERMS AND CONDITIONS ARE TO BE READ TOGETHER WITH THE APPLICABLE QUOTE OR INVOICE (the “Invoice”) AND THE TERMS OF ANY SERVICE SELECTED BY CUSTOMER. The following terms and conditions govern the sale by Kisses for Kyle Foundation (“Vendor”) to Customer of the products and services (the “Products”). By accepting delivery of the Products described on the Invoice, Customer agrees to be bound by and accepts these terms and conditions.
Customer may not alter, supplement or amend these terms and conditions under any circumstances. Any attempt by Customer to so alter, supplement or amend these terms and conditions, or to enter into an order for Products that is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Customer and Vendor. Vendor may alter or make amendments to these terms and conditions as they relate to future sales or deliveries at any time without prior notice.
2. Governing Law
This document shall be governed by and construed in accordance with the laws of [jurisdiction] and the parties hereby agree to the non exclusive jurisdiction of the courts of [jurisdiction].
3. Payment Terms
Credit terms are within Vendor’s sole discretion, and unless otherwise specified in Vendor’s invoice, payment must be received by Vendor prior to Vendor’s acceptance of an order. Payment for the Products will be made by credit card.
4. Shipping Charges and Taxes
Separate charges for shipping and handling will be shown on Vendor’s invoice(s). Unless Customer provides Vendor with a valid and correct tax exemption certificate applicable to the Products shipped to Customer’s location prior to Vendor’s acceptance of the order, the Customer is responsible for goods and services tax, sales and all other taxes associated with the order, however designated, except taxes on Vendor’s net income. If applicable, a separate charge for taxes will be shown on Vendor’s invoice.
Title to Products passes from Vendor to Customer at the time the Products leave Vendor’s [location] warehouse except that title to software shall remain with the applicable licensor(s). All software is subject to the applicable license agreement accompanying the Products. Customer agrees that it will be bound by each such licence agreement once its package is opened or its seal is broken. Vendor will take responsibility for any loss or damage to the Products which occurs during shipping. Shipping dates are estimates only. Vendor is not liable for delays in shipment or failure to ship by the estimated ship date.
6. Warranties and Disclaimers
(a) THE LIMITED WARRANTIES, APPLICABLE TO VENDOR BRANDED PRODUCTS ONLY, ARE INCLUDED IN THE APPLICABLE WARRANTY STATEMENT IN THE DOCUMENTATION ACCOMPANYING THE PRODUCTS. VENDOR MAKES NO EXPRESS WARRANTIES OR CONDITIONS EXCEPT THOSE IN VENDOR’S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. ANY SUCH WARRANTY WILL BE EFFECTIVE, AND VENDOR WILL BE OBLIGATED TO HONOUR ANY SUCH WARRANTY ONLY UPON VENDOR‘S RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED.
(b) VENDOR DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, IN RESPECT OF THE PRODUCTS AND SERVICES CONTEMPLATED BY THESE TERMS AND CONDITIONS INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
(c) VENDOR’S RESPONSIBILITY FOR CLAIMS IN RESPECT OF THE PRODUCTS AND SERVICES CONTEMPLATED BY THESE TERMS AND CONDITIONS IS LIMITED TO REPAIR AND REPLACEMENT AS SET FORTH IN VENDOR’S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE.
(d) WITHOUT LIMITING THE GENERALITY OF THE ABOVE DISCLAIMERS, VENDOR DOES NOT WARRANT ANY SOFTWARE PRODUCTS UNDER THESE TERMS AND CONDITIONS. ANY APPLICABLE WARRANTIES FOR SOFTWARE ARE CONTAINED IN THE APPLICABLE LICENCE AGREEMENT WHICH ACCOMPANIES THE PRODUCTS.
(e) VENDOR RESERVES THE RIGHT TO CHANGE ITS WARRANTIES AT ANY TIME, IN ITS SOLE DISCRETION AND WITHOUT PRIOR NOTICE, WITH RESPECT TO FUTURE SALES AND DELIVERIES.
(f) SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS IN CONSUMER TRANSACTIONS. THEREFORE THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.
7. Return Policies
Vendor’s Customer Return Policy provides that end user Customers who buy Products directly from Vendor may return them to Vendor up to _____ days after the date of the Invoice for such Products for a refund of the Product purchase price if the same has already been paid by Customer. This refund does not include any shipping and handling charges. Returned Products must be in an “as new” condition, and all of the documentation, diskettes, CDs, power cables and any other items included with the Products must be returned.
From time to time, Vendor may, in its sole discretion, exchange Products or portions of a Product. Any exchanges will be made in accordance with Vendor’s exchange policies in effect on the date of the exchange.
Vendor’s policy is one of ongoing Product update and revision. Vendor may revise and discontinue Products at any time without prior notice. Vendor shall use its reasonable efforts to ensure that the catalog of Products on its website is up-to-date, but Vendor makes no guarantee that all Products listed in Vendor’s online catalog will be available at all times or at any time.
10. Limitation of Liability
VENDOR DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN OR IN THE APPLICABLE WARRANTY STATEMENT OR SERVICE OFFERING INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. VENDOR SHALL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER LOSS OR DAMAGE RELATING IN ANY WAY TO PRODUCTS OR SERVICES, WHETHER DIRECT OR CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSES OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT INCLUDING, WITHOUT LIMITATION, FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM.
11. Service and Support
Service and support offerings may vary from Product to Product. Vendor has no obligation to provide service or support for any Product until Vendor has received full payment for such Product or service/ support contract for which service or support is requested. Vendor shall be under no obligation to supply support or repair services that are required because of improper or inadequate installation, use or maintenance, actions or modifications by unauthorized third parties or Customer, or accidental or willful damage or misuse. Services are provided in accordance with the provisions contained in the available Service Offering selected by Customer, as shown on the applicable Vendor Quote or invoice.
12. Applicable Law and Not For Resale
Customer agrees to comply with all applicable laws and regulations of [jurisdiction] and its states/provinces. Customer agrees and represents that it is buying for its own internal use only, and not for resale. Vendor has separate terms and conditions governing purchases by resellers.
13. Export Control
Any and all products available for purchase or licence on this web site are subject to the export control laws and regulations of [jurisdiction] in effect from time to time. In purchasing any of the Products, Customer agrees not to dispose through export, re export, trans shipment or otherwise, of any Product purchased or licensed from or through Vendor, except in accordance with such export control laws and regulations.
14. Entire Agreement
The terms and conditions contained herein and any document incorporated by reference or referred to herein constitute the entire agreement between Customer and Vendor pertaining to the subject matter hereof, and supersedes, terminates and otherwise renders null and void any and all prior agreements, understandings and negotiations, whether written or oral, between the parties. In the event of a conflict between these terms and conditions of sale and any of the documents incorporated by reference or referred to herein, these terms and conditions of sale shall govern.
The invalidity or unenforceability of any provision of these terms and conditions shall not affect the validity or enforceability of any other provision hereof and any such invalid or unenforceable provision shall be deemed to be severable.
The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.
17. Force Majeure
Vendor shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control.