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From Our Lawyer
Site Terms and Conditions of Use1. User's Acknowledgment and Acceptance of Terms The
Zootique™ ("Us" or "We") provides the The Zootique™ site and various
related services (collectively, the "site") to you, the user, subject to
your compliance with all the terms, conditions, and notices contained
or referenced herein (the "Terms of Use"), as well as any other written
agreement between us and you. In addition, when using particular
services or materials on this site, users shall be subject to any posted
rules applicable to such services or materials that may contain terms
and conditions in addition to those in these Terms of Use. All such
guidelines or rules are hereby incorporated by reference into these
Terms of Use. These Terms of Use are effective as of 01-01-2010.
We expressly reserve the right to change these Terms of Use from time to
time without notice to you. You acknowledge and agree that it is your
responsibility to review this site and these Terms of Use from time to
time and to familiarize yourself with any modifications. Your continued
use of this site after such modifications will constitute
acknowledgement of the modified Terms of Use and agreement to abide and
be bound by the modified Terms of Use. As used in these Terms of
Use, references to our "Affiliates" include our owners, subsidiaries,
affiliated companies, officers, directors, suppliers, partners,
sponsors, and advertisers, and includes (without limitation) all parties
involved in creating, producing, and/or delivering this site and/or its
contents. 2. Description of
Services We make various services available on this site
including, but not limited to, Baby and Childrens wear, shoes,
accessories, home decor, cell phone housings, and other like services.
You are responsible for providing, at your own expense, all equipment
necessary to use the services, including a computer, modem, and Internet
access (including payment of all fees associated with such access). We
reserve the sole right to either modify or discontinue the site,
including any of the site’s features, at any time with or without notice
to you. We will not be liable to you or any third party should we
exercise such right. Any new features that augment or enhance the
then-current services on this site shall also be subject to these Terms
of Use. 3. Conduct on Site Your
use of the site is subject to all applicable laws and regulations, and
you are solely responsible for the substance of your communications
through the site. By posting information in or otherwise using any
communications service, chat room, message board, newsgroup, software
library, or other interactive service that may be available to you on or
through this site, you agree that you will not upload, share, post, or
otherwise distribute or facilitate distribution of any content --
including text, communications, software, images, sounds, data, or other
information -- that: a. is unlawful, threatening, abusive,
harassing, defamatory, libelous, deceptive, fraudulent, invasive of
another’s privacy, tortious, contains explicit or graphic descriptions
or accounts of sexual acts (including but not limited to sexual language
of a violent or threatening nature directed at another individual or
group of individuals), or otherwise violates our rules or policies; b.
victimizes, harasses, degrades, or intimidates an individual or group
of individuals on the basis of religion, gender, sexual orientation,
race, ethnicity, age, or disability; c. infringes on any patent,
trademark, trade secret, copyright, right of publicity, or other
proprietary right of any party; d. constitutes unauthorized or
unsolicited advertising, junk or bulk email (also known as "spamming"),
chain letters, any other form of unauthorized solicitation, or any form
of lottery or gambling; e. contains software viruses or any other
computer code, files, or programs that are designed or intended to
disrupt, damage, or limit the functioning of any software, hardware, or
telecommunications equipment or to damage or obtain unauthorized access
to any data or other information of any third party; or f.
impersonates any person or entity, including any of our employees or
representatives. We neither endorse nor assume any liability for
the contents of any material uploaded or submitted by third party users
of the site. We generally do not pre-screen, monitor, or edit the
content posted by users of communications services, chat rooms, message
boards, newsgroups, software libraries, or other interactive services
that may be available on or through this site. However, we and our
agents have the right at their sole discretion to remove any content
that, in our judgment, does not comply with these Terms of Use and any
other rules of user conduct for our site, or is otherwise harmful,
objectionable, or inaccurate. We are not responsible for any failure or
delay in removing such content. You hereby consent to such removal and
waive any claim against us arising out of such removal of content. See
"Use of Your Materials" below for a description of the procedures to be
followed in the event that any party believes that content posted on
this site infringes on any patent, trademark, trade secret, copyright,
right of publicity, or other proprietary right of any party. In
addition, you may not use your account to breach security of another
account or attempt to gain unauthorized access to another network or
server. Not all areas of the site may be available to you or other
authorized users of the site. You shall not interfere with anyone else’s
use and enjoyment of the site or other similar services. Users who
violate systems or network security may incur criminal or civil
liability. You agree that we may at any time, and at our sole
discretion, terminate your membership, account, or other affiliation
with our site without prior notice to you for violating any of the above
provisions. In addition, you acknowledge that we will cooperate fully
with investigations of violations of systems or network security at
other sites, including cooperating with law enforcement authorities in
investigating suspected criminal violations. 4. Third Party Sites and Information This
site may link you to other sites on the Internet or otherwise include
references to information, documents, software, materials and/or
services provided by other parties. These sites may contain information
or material that some people may find inappropriate or offensive. These
other sites and parties are not under our control, and you acknowledge
that we are not responsible for the accuracy, copyright compliance,
legality, decency, or any other aspect of the content of such sites, nor
are we responsible for errors or omissions in any references to other
parties or their products and services. The inclusion of such a link or
reference is provided merely as a convenience and does not imply
endorsement of, or association with, the site or party by us, or any
warranty of any kind, either express or implied. 5. Intellectual Property Information Copyright
(c) 01-01-2010 The Zootique™ All Rights Reserved. For purposes of
these Terms of Use, "content" is defined as any information, data,
communications, software, photos, video, graphics, music, sounds, and
other material and services that can be viewed by users on our site.
This includes message boards, chat, and other original content. By
accepting these Terms of Use, you acknowledge and agree that all
content presented to you on this site is protected by copyrights,
trademarks, service marks, patents or other proprietary rights and laws,
and is the sole property of The Zootique™ and/or its Affiliates. You
are only permitted to use the content as expressly authorized by us or
the specific content provider. Except for a single copy made for
personal use only, you may not copy, reproduce, modify, republish,
upload, post, transmit, or distribute any documents or information from
this site in any form or by any means without prior written permission
from us or the specific content provider, and you are solely responsible
for obtaining permission before reusing any copyrighted material that
is available on this site. Any unauthorized use of the materials
appearing on this site may violate copyright, trademark and other
applicable laws and could result in criminal or civil penalties. Neither
we or our Affiliates warrant or represent that your use of materials
displayed on, or obtained through, this site will not infringe the
rights of third parties. See "User’s Materials" below for a description
of the procedures to be followed in the event that any party believes
that content posted on this site infringes on any patent, trademark,
trade secret, copyright, right of publicity, or other proprietary right
of any party. The following are registered trademarks, trademarks
or service marks of The Zootique™ or its Affiliates: The Zootique™. All
custom graphics, icons, logos and service names are registered
trademarks, trademarks or service marks of The Zootique™ or its
Affiliates. All other trademarks or service marks are property of their
respective owners. Nothing in these Terms of Use grants you any right to
use any trademark, service mark, logo, and/or the name of The Zootique™
or its Affiliates. 6.
Unauthorized Use of Materials Subject to our Privacy
Policy, any communication or material that you transmit to this site or
to us, whether by electronic mail, post, or other means, for any reason,
will be treated as non-confidential and non-proprietary. While you
retain all rights in such communications or material, you grant us and
our agents and affiliates a non-exclusive, paid-up, perpetual, and
worldwide right to copy, distribute, display, perform, publish,
translate, adapt, modify, and otherwise use such material for any
purpose regardless of the form or medium (now known or not currently
known) in which it is used. Please do not submit confidential or
proprietary information to us unless we have mutually agreed in writing
otherwise. We are also unable to accept your unsolicited ideas or
proposals, so please do not submit them to us in any circumstance. We
respect the intellectual property of others, and we ask you to do the
same. If you or any user of this site believes its copyright, trademark
or other property rights have been infringed by a posting on this site,
you or the user should send notification to our Designated Agent (as
identified below) immediately. To be effective, the notification must
include: 1. Identify in sufficient detail the copyrighted work
that you believe has been infringed upon or other information sufficient
to specify the copyrighted work being infringed). 2. Identify the
material that you claim is infringing the copyrighted work listed in
item #1 above. 3. Provide information reasonably sufficient to
permit us to contact you (email address is preferred). 4. Provide
information, if possible, sufficient to permit us to notify the
owner/administrator of the allegedly infringing webpage or other content
(email address is preferred). 5. Include the following statement:
"I have a good faith belief that use of the copyrighted materials
described above as allegedly infringing is not authorized by the
copyright owner, its agent, or the law." 6. Include the following
statement: "I swear, under penalty of perjury, that the information in
the notification is accurate and that I am the copyright owner or am
authorized to act on behalf of the owner of an exclusive right that is
allegedly infringed." 7. Sign the paper. 8. Send the written
communication to the following address: Designated Agent for
Claimed Infringement: Contact: David Hadcock, Attorney At Law
Address: 941
Washington Blvd Suite 311 Roseville CA 95678
Phone: (916)899-5025 You
acknowledge and agree that upon receipt of a notice of a claim of
copyright infringement, we may immediately remove the identified
materials from our site without liability to you or any other party and
that the claims of the complaining party and the party that originally
posted the materials will be referred to the United States Copyright
Office for adjudication as provided in the Digital Millennium Copyright
Act. 7. Disclaimer of Warranties ALL
MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF
NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY
THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE
SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE
SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D)
THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR
OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR
EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. THIS
SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR
TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES
AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS
LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT
THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH
MATERIALS OR SERVICES. THE USE OF THE SERVICES OR THE DOWNLOADING
OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR
OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT
RESULTS FROM SUCH ACTIVITIES. Through your use of the site, you
may have the opportunities to engage in commercial transactions with
other users and vendors. You acknowledge that all transactions relating
to any merchandise or services offered by any party, including, but not
limited to the purchase terms, payment terms, warranties, guarantees,
maintenance and delivery terms relating to such transactions, are agreed
to solely between the seller or purchaser of such merchandize and
services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS
EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND
AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN
RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS,
SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE
FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US
OR ANY OTHER OF OUR AFFILIATES. Content available through this
site often represents the opinions and judgments of an information
provider, site user, or other person or entity not connected with us. We
do not endorse, nor are we responsible for the accuracy or reliability
of, any opinion, advice, or statement made by anyone other than an
authorized The Zootique™ spokesperson speaking in his/her official
capacity. Please refer to the specific editorial policies posted on
various sections of this site for further information, which policies
are incorporated by reference into these Terms of Use. You
understand and agree that temporary interruptions of the services
available through this site may occur as normal events. You further
understand and agree that we have no control over third party networks
you may access in the course of the use of this site, and therefore,
delays and disruption of other network transmissions are completely
beyond our control. You understand and agree that the services
available on this site are provided "AS IS" and that we assume no
responsibility for the timeliness, deletion, mis-delivery or failure to
store any user communications or personalization settings. SOME
STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 8. Limitation of Liability IN
NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY
FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES
OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION,
THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY
OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE
OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE. FURTHER,
WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES
OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL
TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE
PROCESSING OF ORDERS. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE
ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 9. Indemnification Upon a request by us, you agree
to defend, indemnify, and hold us and our Affiliates harmless from all
liabilities, claims, and expenses, including attorney’s fees, that arise
from your use or misuse of this site. We reserve the right, at our own
expense, to assume the exclusive defense and control of any matter
otherwise subject to indemnification by you, in which event you will
cooperate with us in asserting any available defenses. 10. Security and Password You
are solely responsible for maintaining the confidentiality of your
password and account and for any and all statements made and acts or
omissions that occur through the use of your password and account.
Therefore, you must take steps to ensure that others do not gain access
to your password and account. Our personnel will never ask you for your
password. You may not transfer or share your account with anyone, and we
reserve the right to immediately terminate your account if you do
transfer or share your account. 11.
Participation in Promotions From time to time, this site
may include advertisements offered by third parties. You may enter into
correspondence with or participate in promotions of the advertisers
showing their products on this site. Any such correspondence or
promotions, including the delivery of and the payment for goods and
services, and any other terms, conditions, warranties or representations
associated with such correspondence or promotions, are solely between
you and the advertiser. We assume no liability, obligation or
responsibility for any part of any such correspondence or promotion. 12. E-mail, Messaging, Blogging, and Chat
Services We may make email, messaging, blogging, or chat
services (collectively, "Communications") available to users of our
site, either directly or through a third-party provider. We make
includes separate supplemental agreements characterizing the
relationship between you and us that, except where expressly noted or
contradictory, includes these Terms. We will not inspect or
disclose the contents of private Communications except with the consent
of the sender or the recipient, or in the narrowly-defined situations
provided under the Electronic Communications Privacy Act, or as other
required by law or by court or governmental order. Further information
is available in our Privacy Policy. We may employ automated
monitoring devices or techniques to protect our users from mass
unsolicited communications (also known as "spam") and/or other types of
electronic communications that we deem inconsistent with our business
purposes. However, such devices or techniques are not perfect, and we
will not be responsible for any legitimate communication that is
blocked, or for any unsolicited communication that is not blocked. Mailboxes
may have a limited storage capacity. If you exceed the maximum
permitted storage space, we may employ automated devices that delete or
block email messages that exceed the limit. We will not be responsible
for such deleted or blocked messages. 13. International Use Although this site may be
accessible worldwide, we make no representation that materials on this
site are appropriate or available for use in locations outside the
United States, and accessing them from territories where their contents
are illegal is prohibited. Those who choose to access this site from
other locations do so on their own initiative and are responsible for
compliance with local laws. Any offer for any product, service, and/or
information made in connection with this site is void where prohibited. 14. Termination of Use You
agree that we may, in our sole discretion, terminate or suspend your
access to all or part of the site with or without notice and for any
reason, including, without limitation, breach of these Terms of Use. Any
suspected fraudulent, abusive or illegal activity may be grounds for
terminating your relationship and may be referred to appropriate law
enforcement authorities. Upon termination or suspension,
regardless of the reasons therefore, your right to use the services
available on this site immediately ceases, and you acknowledge and agree
that we may immediately deactivate or delete your account and all
related information and files in your account and/or bar any further
access to such files or this site. We shall not be liable to you or any
third party for any claims or damages arising out of any termination or
suspension or any other actions taken by us in connection with such
termination or suspension. 15.
Governing Law This site (excluding any linked sites) is
controlled by us from our offices within the California, United States
of America. It can be accessed from all 50 states, as well as from other
countries around the world. As each of these places has laws that may
differ from those of California, by accessing this site both of us agree
that the statutes and laws of the State of California, without regard
to the conflicts of laws principles thereof and the United Nations
Convention on the International Sales of Goods, will apply to all
matters relating to the use of this site and the purchase of products
and services available through this site. Each of us agrees and hereby
submits to the exclusive personal jurisdiction and venue any court of
competent jurisdiction within the State of California with respect to
such matters. 16. Notices All
notices to a party shall be in writing and shall be made either via
email or conventional mail. Notices to us must be sent to the attention
of Customer Service at legal@thezootique, if by email, or at The
Zootique™ 941 Washington Blvd Suite 311 Roseville, CA 95678 if by
conventional mail. We may broadcast notices or messages through the site
to inform you of changes to the site or other matters of importance,
and such broadcasts shall constitute notice to you at the time of
sending. 17. Entire Agreement These
terms and conditions constitute the entire agreement and understanding
between us concerning the subject matter of this agreement and
supersedes all prior agreements and understandings of the parties with
respect to that subject matter. These Terms of Use may not be altered,
supplemented, or amended by the use of any other document(s). Any
attempt to alter, supplement or amend this document or to enter an order
for products or services which are subject to additional or altered
terms and conditions shall be null and void, unless otherwise agreed to
in a written agreement signed by you and us. To the extent that anything
in or associated with this site is in conflict or inconsistent with
these Terms of Use, these Terms of Use shall take precedence. 18. Miscellaneous In any action
to enforce these Terms of Use, the prevailing party will be entitled to
costs and attorneys’ fees. Any cause of action brought by you against
us or our Affiliates must be instituted with one year after the cause of
action arises or be deemed forever waived and barred. You may not
assign your rights and obligations under these Terms of Use to any
party, and any purported attempt to do so will be null and void. We may
free assign our rights and obligations under these Terms of Use. You
agree not to sell, resell, reproduce, duplicate, copy or use for any
commercial purposes any portion of this site, or use of or access to
this site. In addition to any excuse provided by applicable law,
we shall be excused from liability for non-delivery or delay in delivery
of products and services available through our site arising from any
event beyond our reasonable control, whether or not foreseeable by
either party, including but not limited to, labor disturbance, war,
fire, accident, adverse weather, inability to secure transportation,
governmental act or regulation, and other causes or events beyond our
reasonable control, whether or not similar to those which are enumerated
above. If any part of these Terms of Use is held invalid or
unenforceable, that portion shall be construed in a manner consistent
with applicable law to reflect, as nearly as possible, the original
intentions of the parties, and the remaining portions shall remain in
full force and effect. Any failure by us to enforce or exercise
any provision of these Terms of Use or related rights shall not
constitute a waiver of that right or provision. 19. Contact Information Except
as explicitly noted on this site, the services available through this
site are offered by The Zootique™ located at 941 Washington Blvd Suite
311 Roseville, CA 95678. Our telephone number is (916)899-5025. If you
notice that any user is violating these Terms of Use, please contact us
at legal@thezootique. Terms and Conditions of Sale1. Sale and Purchase of Goods The
Zootique™ ("Seller") hereby agrees to sell, and You ("Buyer") hereby
agree to purchase, goods of the description and quantity described on
the checkout window ("Checkout") and incorporated herein by this
reference ("Goods") on the terms and conditions set forth in this
Agreement. 2. Purchase Price Buyer
agrees to pay the Purchase Price of the Goods as posted on this website
attached hereto. 3. Payment
Terms The total amount of the Purchase Price shall be
payable in full by Buyer according to the payment due date stated at
Checkout. Any portion of the Purchase Price unpaid past thirty (30) days
shall be considered overdue. All amounts past due are subject to a late
charge of the lesser of one and one-half percent (1 1/2%) per month
(being eighteen percent (18%) per annum) or the highest lawful rate. In
addition, Seller shall have the right to pursue any remedies available
at law or as provided herein and shall be entitled to reimbursement from
Buyer for Seller's costs of collection, including attorney fees, legal
fees and costs and disbursements. 4.
Delivery Unless otherwise agreed in writing, delivery
shall be made in accordance with Seller's shipping policy in effect on
the date of shipment. Delivery dates provided by Seller are estimates
only. Seller will make reasonable efforts to deliver in accordance with
such dates; however, Seller will not be liable for failure to deliver as
estimated. Unless otherwise agreed in writing by Seller, Goods shall be
packaged according to Seller's standards and practices. 5. Limited Warranty Seller
supplies as its sole warranty the following: All returns are
accepted provided they are postmarked back to us, within 5 days of
receipt. If we find the postmark is not within this realm of time, we
will refuse the package. The warranty shall last for 5 days. The
warranties provided for herein shall be governed by Seller's warranty
policies in effect on the date of shipment. 6. Disclaimer of Warranty/Limitation of
Liability Seller undertakes no responsibility for the
quality of the Goods or that the Goods will be fit for any particular
purpose for which Buyer may be buying the Goods, except as otherwise
provided in this Agreement, and Seller disclaims all other warranties
and conditions, express or implied. SELLER (INCLUDING ITS
SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR
SUBCONTRACTORS, ALL OF WHICH ARE REFERRED TO HEREIN COLLECTIVELY AS THE
"SELLER AFFILIATES") SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCE TO BUYER
OR ANY OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR
EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE GOODS
OR OTHERWISE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS,
LOSS OF THE GOODS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF
SUBSTITUTE OR REPLACEMENT EQUIPMENT, FACILITIES OR SERVICES, DOWN TIME,
BUYER'S TIME, LOST DATA, INJURY TO PROPERTY OR ANY DAMAGES OR SUMS PAID
BY BUYER TO THIRD PARTIES, EVEN IF SELLER OR ANY OF THE SELLER
AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED
UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE, OR OTHER TORT,
BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION,
THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL
PURPOSE, OR OTHERWISE. IN NO EVENT SHALL SELLER OR ANY SELLER
AFFILIATE BE LIABLE TO BUYER OR ANY OTHER PARTY FOR LOSS, DAMAGE, OR
INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THESE
TERMS AND CONDITIONS IN EXCESS OF THE NET PURCHASE PRICE OF THE GOODS
ACTUALLY DELIVERED TO AND PAID FOR BY BUYER HEREUNDER. SELLER
DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT WITH RESPECT TO THE GOODS
AND NONE OF SELLER OR ANY SELLER AFFILIATE SHALL HAVE ANY DUTY TO
DEFEND, INDEMNIFY, OR HOLD HARMLESS BUYER FROM AND AGAINST ANY OR ALL
DAMAGES OR COSTS INCURRED BY BUYER ARISING FROM THE INFRINGEMENT OF
PATENTS OR TRADEMARKS OR VIOLATION OF COPYRIGHTS BY ANY OF THE GOODS. 7. Force Majeure Seller shall
not be held responsible for any failure of performance to make timely
delivery of all or any part of the Goods in the event such failure was
due, in whole or in part, to federal, provincial or municipal action,
statute, ordinance or regulation, strike or other labor trouble, fire or
other damage to or destruction of, in whole or in part, the Goods or
the manufacturing facility for the Goods, the lack of or inability to
obtain raw materials, labor, fuel, electrical power, water or supplies,
or any other cause, act of God, contingency or circumstances not subject
to the reasonable control of Seller, which causes delays or hinders the
manufacture or delivery of Goods. Seller shall determine in good faith
the extent to which it can reasonably control a cause, contingency, or
circumstance that affects the performance of its obligations. 8. General Buyer may not assign
this Agreement without Seller's written consent. Seller is the sole
intended beneficiary of this Agreement. If there is any inconsistency
between this Agreement and any other agreement included with or relating
to the Goods, this Agreement shall govern. This Agreement may not be
modified, altered or amended without the written agreement of Seller.
Any additional or altered terms attached to any order submitted by Buyer
shall be null and void, unless expressly agreed to in writing by
Seller. If any term of this Agreement is illegal or unenforceable, the
legality and enforceability of the remaining provisions shall not be
affected or impaired. This Agreement shall be interpreted under the laws
of the State of Virginia, without giving effect to conflicts-of-law
rules; and in the event of a dispute under this Agreement; Buyer submits
to the exclusive jurisdiction and venue of the courts of the
Commonwealth of Virginia and hereby waives any objection to such
jurisdiction and venue. |
