55 SHUMAN BLVD., SUITE 850
NAPERVILLE, IL 60563
(P) +1 312 46 58 017
TERMS & CONDITIONS – INUIKII INC.
Terms and Conditions —These terms and conditions apply to any agreement between INUIKII INC (“INUIKII”) and Buyer, including any purchase agreement. No waiver, alteration or modification of, or additions to the terms and conditions contained in these Terms and Conditions shall be binding upon INUIKII unless expressly agreed to in writing by a duly authorized representative of INUIKII.
Definitions —When used herein, “Seller” and “INUIKII” mean INUIKII INC; “Buyer” means the person, firm, company, or corporation by which an order is made; “Order” means a purchase order or other request to purchase Goods submitted to Seller by Buyer; “Goods” means the goods described in the Seller’s invoice; “Contract” means the written agreement (including these terms and conditions) made between Buyer and Seller for the supply of the Goods; and “Contract Price” means the price payable to Seller by Buyer for the Goods.
Acceptance —All Orders must be confirmed in writing by Seller’s invoice and are accepted subject to these Terms and Conditions. No other terms or conditions put forward by Buyer and no representations, warranties, guarantees, or other statements not contained in Seller’s invoice nor otherwise expressly agreed to in writing by Seller shall be binding on Seller. The Contract shall become effective only upon the date of acceptance of the Goods set forth on Seller’s invoice. If the details of the Goods described in the Order differ from those set out in Seller’s invoice, the latter shall apply. Buyer may not cancel, reduce, or change an Order later than thirty (30) days after the Order was placed. Should this happen, Seller is authorized to charge Buyer 30% of the value of the Order amount which is affected by such cancellation, reduction, or change. Should Buyer be in default of acceptance, refuse acceptance, or commit a breach against any other duty to cooperate, Seller is authorized to demand payment for damages incurred, including any additional expenditures. In such instance, the risk of accidental loss or deterioration of the Goods shall be deemed pass over to Buyer on the date of the first delivery attempt. No alteration or variation to the Contract shall apply unless agreed to in writing by both parties.
Price —The Contract Price of the Goods ordered is set forth on Seller’s invoice. Unless the invoice expressly provides otherwise, Seller’s prices include freight, shipping and/or delivery, and other applicable taxes (“VAT”). If applicable, freight, shipping and/or delivery, and VAT shall be itemized separately by Seller on its invoice. Buyer is authorized to resell the Goods purchased in the ordinary course of business. Buyer shall relinquish all claims in the amount of the invoice total (including VAT) of Seller’s claim that may accrue from the resale to his customers or third parties.
Payment Terms —Unless otherwise agreed to in writing, for existing customers, payment must be made in full Net 30 days following the invoice date. For new customers, pre-payments must be made: 30% with order confirmation and 70% before delivery. Should Buyer fail to pay, Seller reserves the right to demand all outstanding payments or, at Seller’s sole discretion, to regain possession of the Goods sold, without notice or legal proceedings, and without any compensation of the sum already received, if that is the case. On all past due amounts, interest will be charged at a rate of 2% per month, calculated and compounded monthly. Buyer is entitled to offset only when its counterclaims have been legally adjudicated, are undisputed, or have been accepted by Seller. Buyer has no right of retention or offset for contested counterclaims. Notification of defective Goods by Buyer does not release Buyer from timely payment of the Contract Price.
Delivery —Unless otherwise expressly stated, the Goods will be delivered to the destination named in the Contract. Risk of loss or damage to the Goods shall pass from Seller to Buyer upon shipment to the Buyer. Delivery dates or deadlines, which may be agreed upon as binding or non-binding, must be agreed to in writing. Delivery up to eighteen (18) days after expiration of the delivery period shall be deemed as being in accordance with the Contract. Seller shall not be liable in case of delivery delays caused by force majeure or due to delays of suppliers of Seller. Seller is entitled to make partial delivery. Seller will deliver Goods manufactured using the same materials as used in the samples presented to Buyer. Deviations of color or characteristics of the materials are permitted, where such do not negatively affect the customary use of the Goods. By accepting delivery of the Goods, Buyer agrees to these Terms and Conditions.
Warranty —Seller, to the maximum extent permitted by law, expressly disclaims any and all representations, warranties, and conditions, whether express, statutory, or implied. In no event shall Seller be liable for any indirect, special, incidental, or consequential, exemplary, or punitive damages resulting from any breach of warranty or condition, or under any other legal theory, including but not limited to loss of actual or anticipated profits, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, or any other indirect or consequential loss or damage howsoever caused. Buyer agrees, to the maximum extent permitted by law, to THIS limitATION ON the liability of the Seller.
Return Policy —Buyer shall inspect the delivered Goods immediately upon receipt. Complaints relating to execution of an Order or to the Goods themselves must be specifically communicated to Seller in writing by registered mail within five (5) days after delivery and include all information necessary for verification. There will be no return of the Goods without the explicit, written consent of Seller; administrative expenses of 15% of the price on the Goods will be charged to Buyer for all Goods returned.
Security Interest —By accepting delivery of the Goods, and until such time as all sums due and owing to Seller for the Goods are paid in full, Buyer shall be deemed to and hereby does transfer, assign, and grant to Seller a security interest in the Goods, such that Seller retains ownership of the Goods purchased until receiving complete payment on all claims and invoices, including balance claims from current accounts, to which Seller is entitled from Buyer. Buyer further agrees that Seller shall be entitled to execute and deliver, or cause to be executed and delivered, such other agreements and documents which Seller may from time to time require for the purpose of protecting, enforcing, perfecting, and maintaining Seller’s security interest in the Goods including, without limitation, filing financing and other statements under the Uniform Commercial Code (or similar provision of law).
Intellectual Property —INUIKII reserves all rights with respect to its name and all trademarks, service marks, logos, trade names, trade dress, and other indicia related to INUIKII and/or the Goods (individually a “Mark” and collectively the “Marks”), as well as the rights to the design and specification of the Goods, and must approve, in advance and in writing, any use thereof. Any unauthorized use of any INUIKII-owned Mark, or any use of a mark that is confusingly similar to, or likely to cause confusion with an INUIKII-owned Mark, would constitute infringement of INUIKII’s trademark rights and is expressly prohibited. Likewise, use of INUIKII’s Marks within other companies’ names, service names, company/trade names, DBAs, domain names, or other indicia is strictly prohibited. A Buyer may, in some instances and with INUIKII’s advance written consent, make purely referential use of INUIKII-owned Marks. Such referential uses of INUIKII-owned Marks must only be made in plain text, and use of product logos or box designs is NOT allowed without a written license from INUIKII. Plain text use of INUIKII’s Marks in commercial contexts may only be made for purposes like describing the Goods or true, factual statements as to the nature of any relationship with INUIKII, where one exists. Any use of INUIKII’s Marks or of statements that imply endorsement, affiliation, certification, or other relationship—where none exist—are strictly prohibited. Buyer will not remove, alter or destroy any tag, label, imprint, sign, banner, or other identifying information INUIKII attaches to the Goods or packaging (if any), including but not limited to any patent or trademark notices, which tags, labels, imprints, signs, and/or banners shall also comply with all applicable federal, state, and/or local laws, standards, and regulations. As a condition to approval of a referential use of a Mark by Buyer, INUIKII may further require the Buyer to include the proper trademark symbol(s), and may further require Buyer to provide a short ownership attribution statement indicating that the mark in question is a trademark or service mark of INUIKII, an affiliate of INUIKII, or a licensor of INUIKII.
Controlling Terms —In the event of conflict between these Terms and Conditions and those of any agreement or Order issued by Buyer, these Terms and Conditions shall govern and Buyer’s terms and conditions shall be of no force and effect.
Governing Law —Any and all matters in dispute, including litigation, between the parties to the Contract, whether arising from or relating to the Contract, or arising from alleged extra-contractual facts prior to, during, or subsequent to the Contract, including, without limitation, fraud, misrepresentation, negligence, or any other alleged tort or violation of the contract, shall be governed by, construed, and enforced in accordance with the laws of the State of Colorado, U.S.A., regardless of the legal theory upon which such matter is asserted. Buyer and Seller irrevocably consent and submit to the exclusive personal jurisdiction and venue of a state court in Denver, Colorado for the resolution of a dispute. Further, Buyer and Seller agree to irrevocably waive any right to a trial by jury. Should Buyer fail to respect any obligation undertaken in the present contract, Seller may retain the services of a lawyer for the protection of its rights or to have them asserted. Buyer commits to pay INUIKII an additional amount of 15% of any balance due, as pecuniary damages, unless it has an exemption through a bill or regulation. The present clause remains valid, in the event the account is collected by a recovery agency. In the event of any litigation relating to this Contract, the prevailing party shall be entitled to recover its costs and reasonable attorney fees.
Miscellaneous —Should any provision of these Terms and Conditions or any provision contained in the Contract be invalid, the validity of the remainder of the Contract shall remain unaffected. In that case, a provision shall take effect which comes as close as possible to the economic purpose of the invalid provision. Buyer’s rights from the contractual relationship with Seller may be assigned to a third party only with Seller’s prior written consent.
July 2017, Standard Terms and Conditions of Sale of INUIKII INC | INUIKII INC reserves the right to alter these terms and conditions at any time without prior notification.
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