Wholesale Terms and Conditions
ALL PURCHASE ORDERS ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH ON hyper brain iQ WHICH MUST BE ACCEPTED BY CUSTOMER
TERMS AND CONDITIONS OF SALE
The terms and conditions contained herein (these “Terms and Conditions”) govern the terms and conditions of sale of all goods purchased by Customer from [Global Widget LLC] [hyper brain iQ] (“Seller”) located at 8419 Sunstate Street, Tampa, Florida 33634 (such goods being called the “Goods”). Any purchase order received from Customer is expressly subject to Customer’s agreement to these Terms and Conditions. Seller shall not have any obligation with respect to any purchase order submitted by Customer unless Seller expressly approves such purchase order in its sole discretion. Any conflicting or additional terms and conditions proposed by Customer are expressly rejected. These Terms and Conditions shall govern over any terms or conditions proposed by Customer that conflict with or purport to amend or alter these Terms and Conditions. The purchase order plus these Terms and Conditions shall constitute an agreement between Seller and Customer if approved in writing by Seller in its sole discretion (hereinafter called the “Agreement”).
LIMITED PRODUCT WARRANTY:
Seller warrants that the Goods contain no more than 0.3% THC.
DISCLAIMER OF ALL OTHER WARRANTIES: SELLER MAKES NO WARRANTY WHATSOEVER OTHER THAN THE LIMITED PRODUCT WARRANTY CONTAINED IMMEDIATELY ABOVE. THE LIMITED PRODUCT WARRANTY IS EXPRESSLY IN LIEU OF ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED, AND CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT CUSTOMER IS NOT RELYING ON ANY OTHER REPRESENTATION OR WARRANTY. In no event shall Seller be liable for, and Customer shall indemnify and hold Seller harmless from, (1) any damages, direct, indirect, general, special, incidental, or consequential arising out of, in connection with, or resulting from the Goods sold under the Agreement (AND WHETHER OR NOT ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM SELLER’S NEGLIGENCE OR OTHERWISE), and (2) any and all claims, actions, suits and proceedings which may be instituted in respect to the foregoing, including those made by subsequent owners or users of the Goods.
CLAIMS: Claims by Customer against Seller for breach of the Limited Product Warranty above or for missing or damaged Goods must be made, if at all, by notice given to Seller in writing within five (5) days after arrival of the Goods at the “Ship to Address” on the Purchase Order form. Customer shall provide, together with Customer’s claim, the information in Customer’s possession or control to support Customer’s claim. Seller shall not be liable for any claim made by Customer after such five (5) day period.
LIMITATION OF REMEDIES: IF CUSTOMER GIVES SELLER NOTICE OF A CLAIM FOR BREACH OF THE LIMITED PRODUCT WARRANTY OR FOR DAMAGED OR MISSING GOODS, AS REQUIRED ABOVE, SELLER WILL INVESTIGATE CUSTOMER’S CLAIM. CUSTOMER’S SOLE REMEDY FOR A BREACH OF THE LIMITED PRODUCT WARRANTY OR FOR MISSING OR DAMAGED GOODS SHALL BE, AT SELLER’S SOLE DISCRETION, (1) A REPLACEMENT OF THE GOODS THAT DO NOT MEET THE LIMITED PRODUCT WARRANTY OR THAT ARE LOST OR DAMAGED, OR (2) A REFUND OF THE PURCHASE PRICE PAID BY CUSTOMER FOR SUCH GOODS. NOTHING HEREIN SHALL ELIMINATE OR LIMIT SELLER’S RIGHT TO DISPUTE, IN GOOD FAITH, CUSTOMER’S CLAIM FOR BREACH OF THE LIMITED PRODUCT WARRANTY OR FOR MISSING OR DAMAGED GOODS. SELLER SHALL HAVE NO RESPONSIBILITY FOR DAMAGE RESULTING FROM CUSTOMER’S IMPROPER STORAGE OR MISUSE OF THE GOODS OR FROM CUSTOMER’S NEGLIGENCE OR INTENTIONAL MISCONDUCT.
INDEMNIFICATION: Seller shall not be liable for any property damage whatsoever or, except as expressly provided in these Terms and Conditions above, claims of any other kind whether based on contract, warranty, tort, or otherwise.
RESALE: These Terms and Conditions shall be binding upon Customer and all subsequent owners or users of the Goods.
TERMS OF PAYMENT: All payments are due [fifteen (15) days after the date of Seller’s invoice, unless Seller and Customer have previously agreed in writing to different payment terms]. All credit terms requested for new accounts, and by existing customers who have previously been extended credit terms, are subject to credit approval in Seller’s sole discretion. In the event that Customer is late in payment of any invoice, Seller may withdraw any credit terms previously provided to Customer, and Seller may require full or partial payment prior to shipment. Seller may require Customer to provide current financial information and credit references to Seller at any time or times. Customer’s failure to deliver current financial information or credit references within 10 days after Seller’s request shall constitute reasonable grounds for Seller to suspend performance of its obligations under the Agreement and to withdraw any credit terms previously offered to Customer. If Customer’s financial condition is not satisfactory to Seller at any time, in Seller’s sole discretion, Seller may cancel an approved purchase order or require full or partial payment in advance of shipment, or such other assurance of payment as Seller may require in its sole discretion including, without limitation, advance payment, the furnishing of a letter of credit or personal guaranty, wire transfer, or cashier’s check on delivery. Payment is considered as having been made on the date payment is received by Seller. Interest on any past due payment or part thereof, shall accrue at the rate of [one percent (1%)] per month, or if such interest rate exceeds the maximum contract rate allowed by applicable law, then at the maximum lawful contract rate applicable from time to time.
ACCEPTANCE OF ORDERS: All purchase orders are subject to and shall be effective only upon (1) acceptance of these Terms and Conditions by Customer, and (2) written acceptance of the purchase order by a duly authorized representative of Seller.
SHIPMENT AND TRANSPORTATION CHARGES: Seller reserves the right to designate the routing of the shipments of Goods. Shipment of the Goods is F.O.B. Customer’s Ship to Address as stated on the purchase order form and shall be deemed to occur when the aforementioned items are delivered to Customer’s Ship to Address by the carrier designated by Seller. All transportation charges are included in the purchase price of the Goods and will be payable by Seller. Seller reserves the right to make shipment of the Goods in installments. Any dates for shipment are approximate only and Seller shall not be liable for any delay in shipment or delivery of the Goods.
TITLE AND RISK OF LOSS: Title to and risk of loss of all Goods purchased hereunder shall pass to Customer upon delivery to Customer’s Ship to Address. No subsequent loss of or damage to the Goods shall affect Customer’s obligations under the Agreement.
FORCE MAJEURE: Seller shall not be liable for any delay or failure to perform its obligations under the Agreement due to any cause beyond its reasonable control, including without limitation, fire, weather, other act of God, accident, act of public enemy, war, rebellion, insurrection, strike, lockout, work slowdown, or similar industrial or labor action, sabotage, act of terrorism, transportation delay, shortage of raw material, energy or machinery, acts or omissions of Customer, or the order or judgment of any federal, state, local, or foreign court, administrative agency, or other government tribunal, office, or body.
CHANGE OF LAW: If there is a change in any state or federal law, regulation or rule interpretation thereof, which affects these Terms and Conditions, the activities of either party or Goods sold by the Seller to the Customer under these Terms and Conditions, the Seller shall not be held liable. The Seller, at its sole discretion, may provide relief to the Customer.
CHANGES, CANCELLATIONS AND RETURNS: Purchase orders accepted by Seller are not subject to changes or cancellation by Customer, except with Seller’s prior written consent. Any special order, or order that is subsequently changed or cancelled, is subject to payment of Seller’s fees and costs including, without limitation, ingredient costs, and labor services at Seller’s cost, plus Seller’s standard overhead rate, anticipated profit, and loss on ingredients purchased or on contract for the completion of the purchase order. All returned Goods must be authorized in advance by an authorized Seller representative and Customer will pay to Seller a 25 % restocking fee.
ERRORS: Stenographic or clerical errors by or for Seller in the Agreement are subject to correction by Seller.
TAXES: Unless otherwise specifically stated in the purchase order form, prices do not include any sales, use, or other excise taxes on the Goods, and Customer will be responsible for all such taxes. If Customer is exempt from paying sales, use, or other excise taxes with respect to or related to the sale by Seller and purchase by Customer of the Goods, a certificate of exemption from such taxes or resale certificate must be provided to Seller.
ASSIGNMENT: Customer may not assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of Seller. The Agreement shall be binding upon the parties thereto, their heirs, permitted assigns, and successors in interest.
WAIVERS: A waiver of any breach of any of the provisions of the Agreement must be in writing and executed by the party granting the waiver. Any waiver shall be effective only to the extent expressly provided in the waiver.
NOTICES: Any notice to a party required or permitted to be given under the Agreement shall be sufficient, if in writing, and sent by registered or certified mail, return receipt requested, as follows: (1) if to Seller, at 8419 Sunstate Street, Tampa, Florida 33634, Attention: Global Widget; or (2) if to Customer, unless otherwise agreed to by Seller in writing, to Customer’s Ship to Address.
ATTORNEY’S FEES: Upon the occurrence of any breach of any of the terms of the Agreement by Customer, or if an invoice to Customer is not paid when due, or it becomes necessary to enforce or defend the Agreement, Customer agrees to pay all of Seller’s legal fees and costs of collection, enforcement, or defense, including, without limitation, Seller’s attorneys’ fees and costs, whether incurred in or out of court, on appeal, in Bankruptcy Court, or otherwise.
ENFORCEABILITY: The invalidity or unenforceability, in whole or part, of any portion of the Agreement including, without limitation, these Terms and Conditions, shall not affect the remainder of the Agreement.
CHOICE OF LAW AND VENUE: The Agreement shall be governed by the laws of the State of Florida without regard to any choice of law principles or rules that would result in the application of the laws of any other jurisdiction. Venue for any litigation arising under or related to the Agreement, the Goods purchased thereunder, or any dealings between the parties arising from or related to any of the foregoing, must be commenced solely in a court of competent jurisdiction located within Hillsborough County, Florida. Neither party shall object to the forum as being inconvenient.
WAIVER OF JURY TRIAL. Seller and Customer each hereby waive the right to trial by jury in any action related to or arising from THE AGREEMENT, the goods purchased under THE AGREEMENT, any dealings between the parties, or any acts or course of conduct related to any or all of the foregoing.