TERMS AND CONDITIONS OF PROPOSALS AND SALES OF PRODUCT BY HOMESPACOLLECTION.COM PURCHASED ONLINE OR THROUGH ANY MEDIUM OF A GLOBAL COMPUTER NETWORK
1. Terms of Payment. Customer shall tender to Homespacollection.com all payments required to be made in advance of shipment. All orders must be paid by paypal or credit card. California Sales Tax will be assessed on all product (collectively, “Products”) purchases made in California, and on all orders shipped to an address within California. No cancellations after 24 hours from purchase. Noncompliance with the terms of payment in connection with a previous purchase order shall give Company the right to suspend shipment under this Purchase Order until all previous shipments have been paid in full. Company shall be entitled to apply any amounts received under this Purchase Order to outstanding balances under previous purchase orders.
2. Deposit Required by Customer. Company may require Customer to make a deposit payment prior to the Company's acceptance of any Purchase Order for Products.
3. Right of Company to Alter Credit Terms. If Customer fails to perform its obligations to make payment when due hereunder, or if the credit of Customer shall hereafter become impaired or its financial condition become such that in Company's sole judgment, the credit to be extended to Customer for the Products should be curtailed or eliminated, Company shall have the right to require payment in advance of delivery for all Products, and upon notification to Customer by Company, the times of payment hereunder shall be deemed amended so as to provide for payment in advance of delivery.
4. Limitation of Deductions. In making payments to Company under the terms of this Purchase Order, no deductions for warranty or any other claims against Company shall be made unless Customer receives from Company prior written approval therefore.
5. Security Interest. Company is hereby granted a purchase money security interest in all Products delivered by Company to Customer pursuant to this Purchase Order and in all proceeds from the sale of the Products by Customer, including accounts receivable and cash receipts arising there from. Said security interest shall remain in full force and effect until Company receives full payment of the purchase price thereof. Company shall have all rights of a secured party under the California Commercial Code. Customer shall execute such UCC financing and continuation statements as Company shall request from time to time. If Customer shall fail or refuse to sign any such statements, Company is irrevocably authorized to execute such statements as Customer's attorney-in-fact.
6. Acceptance of Orders and Shipment of Products.
(a) Acceptance. Company shall not be bound by the terms hereof until such Purchase Order has been accepted by Company; provided, however, that upon acceptance by Company, this Purchase Order shall constitute a binding agreement of Company to sell and ship, and of Customer to purchase and pay for, Products specified on the reverse side hereof. Company reserves the right, in its sole and absolute discretion, to refuse to engage in business with any company and/or natural individual and to decline to accept this Purchase Order, specifically, without regard to cause.
(b) Inconsistent Terms in an Order. The terms and conditions hereof, and of any Distribution Agreement provided by Company to Customer, shall be the only agreements governing this Purchase Order; any forms provided by Customer shall be null and void and shall not be binding on Company.
(c) Shipment of Products. If this Purchase Order is accepted, Company shall use its best efforts to ship the Products set forth on the reverse side hereof, to Customer, within a reasonable time after Company's acceptance of such order. However, lead time will vary according to availability of supply, delays in transportation, manufacturing problems and other conditions and, consequently all delivery dates communicated by Company are estimates. Under no circumstances shall Company be liable to Customer, its agents, sub-customers, or any other persons for any special or consequential damages, whether based upon lost goodwill, resale profits, work stoppage, impairment of or breach of contract, negligence or such other actions as may be deemed or alleged to be the cause of a loss or damage to such a person by reason of any delay in shipment or the failure of Company to ship any Products. All orders will be shipped by UPS or FedEx unless otherwise specified. No next day, 2nd day, or 3rd day delivery method will be used.
(d) Return of Products. Customer shall not be permitted to return any Products for credit without obtaining: (i) the prior written approval of Company to return such Products; and (ii) a return authorization number issued by Company. If Company does agree to accept such returned Products, any and all costs and expenses incurred by Company in packing, shipping transporting or otherwise delivering Products to Customer shall be paid to Company by Customer. In addition, Customer shall bear all costs and expenses of returning Products, and all risk of loss until Products are received at the location as Company shall have designated for such return. Damage/Defective products must be reported within 24 hours of receipt of merchandise. Client must have the original packaging with tracking number of the carrier in order to process the damage complaint. Damage complaints without original packaging and tracking number will not be entertained. Only items with manufacturing defects or with damages due to improper shipping will be accepted for return. Company will issue Company credit only for returns. No refunds.
7. Warranties. Company makes no express or implied representations or warranties concerning Products or their performance, except that it will deliver good title to Products free from all liens or encumbrances other than the purchase money security in favor of Company pursuant to this Purchase Order. Any statements and representations by Company outside this Purchase Order concerning Products are only Company's opinion, are not a part of the basis of the bargain, and are not warranted to be accurate.
8. Trademarks. Customer acknowledges and agrees that the names, “SPA DE SOLEIL, INC.” and Product logotypes (collectively, the ''Marks'') used by Company are service marks and trademarks belonging solely to Company and that Customer shall not use the Marks to identify its business. Customer may represent that it is an authorized Customer of Company in the manner described in Company's Procedure's Manual, but it shall not otherwise use the Marks. Customer further acknowledges that its unauthorized use of the Marks will be a breach of this Purchase Order and an infringement of Company's trademark rights. Customer's usage of the Marks and any goodwill established by such use shall be exclusively for Company's benefit.
9. Force Majeure. Company shall not be liable for any loss, damage, delay or failure to perform in whole or in part resulting from causes beyond Company's control, including, but not limited to, fires, strikes, insurrections, riots, embargoes, shortages in supplies, delays in transportation, or requirements of any governmental authority.
10. Liability Limit. Company shall not be liable for any breach of this contract or of any duty or obligation arising out of or related thereto in any amount in excess of the invoice price on the reverse and shall not be liable in any event for loss of contents or for special or consequential damages.
11. Laws. This Purchase Order shall be governed, construed and interpreted under the laws of the State of California.
12. Arbitration. Any controversy or claim arising out of or relating to this Purchase Order shall be settled by arbitration conducted in Los Angeles, California in accordance with the Commercial Rules then in effect of the American Arbitration Association. Neither party shall be precluded from bringing an action in any court of competent jurisdiction for injunctive or other provisional relief as necessary or appropriate.
13. Indemnity. he Products specified on the reverse side hereof may not be altered in any way. If Customer or anyone acting under the authority of Customer ("Customer's Agent") alters the Products in any way ("Altered Products"), Customer shall defend, indemnify and hold Company, its subsidiaries and affiliates, and each of their directors, officers, shareholders, employees and representative (collectively, the "Indemnified Parties") harmless from and against any and all claims, actions and proceedings in any way related to all or any of the Altered Products, together with any and all loss, cost, penalty, fine, damage, liability or expense (including, but not limited to, reasonable attorneys' fees and costs of litigation) incurred by or on behalf of any Indemnified Party in connection therewith ("Expenses"). Without limiting the generality of the foregoing, Customer shall defend, indemnify, and hold the Indemnified Parties harmless from all Expenses incurred by reason of: (i) any design, trade dress, trade secret, patent, trademark or copyright litigation, including, but not limited to, any claims of direct, contributory, or willful infringement, or inducement to infringe, now existing or hereafter commenced with respect to any or all Altered Products which may be altered by Customer or Customer's Agent; (ii) any claims or demands of any kind which any purchaser or user of such merchandise may make against Company arising from the use of such Altered Products or from any patent or hidden defects in the quality of such merchandise or the dangerous condition thereof or the negligence of Customer or its agents with respect to the Altered Products, and (iii) the breach by Customer of any representation or warranty. If Company so directs, Customer shall, at its sole expenses, defend the Indemnified Parties against any and all such claims, actions, and proceedings. In the event Customer fails or refuses to provide such defense, or if having commenced such defense, Customer fails to diligently pursue the same, then an Indemnified Party may commence its own defense at Customer's sole expense.
14. Insurance Coverage. Customer shall procure and maintain insurance coverage on an occurrence basis adequate to cover its indemnity obligations of Paragraph 13 above, but in any event not less than amounts reasonably required by Customer including, without limitation, product liability insurance in commercially reasonable amounts, from a duly licensed insurance company maintaining an A.M. Best's Rating of A-/IX or better. Customer shall provide and maintain an insurance certificate in form and substance acceptable to Company evidencing such coverages.
15. Agreement. Customer’s order for the purchase of the Products itemized on the reverse side of this Purchase Order form constitutes Customer’s agreement to be bound by the terms and conditions of this Purchase Order.
AGREED TO AND ACCEPTED BY CUSTOMER.