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Queen Valley Mule Ranch, Inc.
These terms and conditions of sale (these “Terms”) are the only terms which govern the sale of the goods (“Goods”) by the Queen Valley Mule Ranch, Inc. (“Seller”) to a buyer of goods from Seller (“Buyer”).
- Delivery.
a. Seller shall have no obligation to ship the Goods unless and until the receipt of Buyer’s purchase order, and payment, subject to availability of finished Goods. Seller shall not be liable for any delays, loss or damage in transit, for any reason.
b.Unless otherwise agreed in writing by the parties, Seller shall deliver the Goodsto the location specified by Seller (the “Delivery Point”) using UPS, the United States Postal Service, or other nationally recognized courier. Buyer shall pay the costs of delivery of the products. Buyer shall pay all sales, use, excise or similar taxes, or other charges, which Seller is required to pay, or to collect and remit, to any Government (national, state or local) and which are imposed on or measured by the sale.
- Non-Delivery.
a. Except as set forth in Section 2(b) below, the Seller shall not be liable for any non-delivery of Goods(even if caused by Seller’s negligence), unless Buyer gives written notice to Seller of the non-delivery within five days of the date when the Goods would in the ordinary course of events have been received.
b. The liability of Seller for non-delivery of all or part of the Goodsshall be limited to replacing the non-delivered Goods within a commercially reasonable time or issuing a full or partial refund in respect of any non-delivered Goods.
- Title and Risk of Loss. Title and risk of loss passes to Buyer upon Seller’s shipment in accordance with these terms and conditions.
- All Sales Final and Inspection and Rejection of Nonconforming Goods.
a. All sales are final. However, after receiving the Goods, Buyer has five days upon receiving the Goods (“Inspection Period”) to inspect them to determine whether there are any Nonconforming Goods. Buyer will be deemed to have accepted any delivered Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in Buyer’s purchase order; or (ii) product’s label or packaging incorrectly identifies its contents.
b. If Buyer timely notifies Seller of any Nonconforming Goods, Seller may either, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goodsto Seller’s facility located at 1855 W Running Deer Rd, Queen Valley, AZ 85118. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Point. Any refund or credit offered to Buyer under this Section shall only be issued after Seller has received back the Nonconforming Goods
c. Buyer acknowledges and agrees that the remedies set forth in Section 5(b) are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 5(b), all salesof Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.
- Price and Payment.
a. Buyer shall purchase the Goodsfrom Seller at the price (the “Price”) set forth in Seller’s published price in effect as of the date of Buyer’s purchase.
b. Payment is due on the Goods when Buyer places an order. Seller will accept Visa and MasterCard, American Express, Discover, personal check, or PayPal. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer.
- Limited Warranty.
a. Seller warrants to Buyer that for a period of five years from the date of shipment of the Goods(“Warranty Period”), that such Goods will be free from material defects in material and workmanship. Except for the warranty in the preceding sentence, Seller makes no warranties, express or implied, regarding the Goods.
b. The Seller shall not be liable for a breach of the warranty set forth in Section 6(a) unless: (i) Buyer gives written notice of the defective Goods, as the case may be, reasonably described, to Seller within five days of the time when Buyer discovers or ought to have discovered the defect; (ii) if applicable, Seller is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 6(a) to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller’s place of business at Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer’s claim that the Goods are defective.
c. Subject to Section 6(b) above, with respect to any such Goodsduring the Warranty Period, Seller may, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller’s expense, return such Goods to Seller.
d. THE REMEDIES SET FORTH IN SECTIONS 6(C)SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTIONS 6(A), RESPECTIVELY.
- Limitation of Liability. No claim by Buyer of any kind including, but not limited to, claims for indemnification, whether as to quality or amount of product delivered or non-delivery, shall be greater in amount then the purchase price for the Goods in respect of which damages are claimed. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE OR LOSS OF THE PRODUCTS SOLD HEREUNDER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
- Compliance with Law. Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goodsunder this Agreement or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other duties or penalties on the Goods.
- Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Force Majeure. The Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by acts or events beyond the reasonable control of such party, including acts of war, terrorism, acts of God, fire, weather, earthquake, flood, supplier delays arising from any cause including but not limited to an inability to source materials, embargo, riot, sabotage or dispute, governmental act or failure of the internet, power failure, energy interruption or shortages, other utility interruption, telecommunications interruption, if such party: (i) gives the other party prompt notice of the cause; and (ii) uses reasonable commercial efforts to promptly correct such failure or delay. Notwithstanding the foregoing, general market or economic conditions shall not constitute a force majeure under this section.
- Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
- No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
- Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Arizona.
- Venue. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Arizona in each case located in Pinal County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
- Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
- Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
- Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Governing Law, Submission to Jurisdiction and Survival.
- Amendment and Modification. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.
