User access to and use of the Site is subject to all applicable international, federal, state and local laws and regulations.
1. Acceptance. WORLD LOVE FOR YOU FURTHERMORE REFER AS (WLFY) TERMS AND CONDITIONS FOR USE OF THIS SITE, WHICH INCLUDES THE QUOTATION, PURCHASE ORDER, INVOICE AND THE OTHER AGREEMENTS SPECIFIED HEREIN AND THE TERMS ON THE REVERSE HEREOF OR ON THE PAGE(S) ATTACHED HERETO, CONSTITUTES THE COMPLETE, EXCLUSIVE AND FINAL AGREEMENT OF CUSTOMER IDENTIFIED IN SUCH DOCUMENTS ("CUSTOMER") AND THE PARTY SELLING AND/OR RENTING THE GOODS AND SERVICES (“COMPANY”) SUPPLIED AS DESCRIBED IN THIS DOCUMENT ("THE GOODS"). THESE TERMS AND CONDITIONS WILL APPLY TO ALL FUTURE TRANSACTIONS BETWEEN COMPANY AND CUSTOMER AND MAY NOT BE ADDED TO, MODIFIED, SUPERSEDED OR ALTERED EXCEPT BY WRITTEN AGREEMENT OR MODIFICATION SIGNED BY COMPANY'S AUTHORIZED REPRESENTATIVE, NOTWITHSTANDING ANY TERMS AND CONDITIONS WHICH MAY NOW OR IN THE FUTURE APPEAR ON CUSTOMER'S ACKNOWLEDGEMENT OR OTHER FORMS, AND NOTWITHSTANDING ANY SHIPMENTS, TENDERS OF DELIVERY, ACCEPTANCE OF PAYMENTS, OR OTHER SIMILAR ACTS OF WORLD LOVE FOR YOU. PROMPT ACKNOWLEDGMENT OF THIS DOCUMENT BY RETURNING THE ACKNOWLEDGMENT COPY HEREOF IS REQUESTED BUT, IN ANY EVENT, ANY ACCEPTANCE OF ANY PERFORMANCE BY WLFY SHALL BE TAKEN AS CUSTOMER'S ASSENT TO AND ACCEPTANCE OF THESE TERMS AND CONDITIONS.
THE DELIVERY OR TRANSMITTAL OF A PURCHASE ORDER BY THE CUSTOMER TO WORLD LOVE FOR YOU UPON RECEIPT OF COMPANY'S PROPOSAL CONSTITUES ACCEPTANCE OF THE CUSTOMER TO THE TERMS AND CONDITIONS HERIN AND AN AGREEMENT TO BE BOUND BY SAID TERMS AND CONDITIONS AS THEY APPEAR, UNMODIFIED WITH NO AMENDMENTS, WHETHER OR NOT SIGNED BY THE CUSTOMER AND REGARDLESS OF WHETHER THE TERMS AND CONDITIONS ARE RETURNED WITH THE PURCHASE ORDER. CUSTOMER HEREBY AGREES TO OPERATE AND BE BOUND BY THESE TERMS AND CONDITIONS. NO PERSON (EXCEPT AN OFFICER OF COMPANY) IS AUTHORIZED TO BIND COMPANY TO ANY ORDER EXCEPT ACCORDING TO THESE TERMS AND CONDITIONS. THIS DOCUMENT SUPERSEDES ANY PREVIOUS VERSION OF THE TERMS AND CONDITIONS RECEIVED BY CUSTOMER.
2. Quotation. Unless otherwise specified, quotations are for information only, and are not intended as an offer. World love for you reserves the right to revise all quotations including prices, delivery dates, terms, quantities or specifications, without notice to Customer, prior to WLFY’s acceptance of Customer’s order. For any Goods, including future goods World Love For You will sell to Customer, of WLFY purchased by Customer that are in addition to Goods first ordered by Customer, the remaining terms of this Parts & Accessories Terms and Conditions shall apply regardless of whether Customer signs an additional quotation. All sales are final.
3. Completion Date and Delivery. The forecasted shipment date, where stated, is approximate only and is not guaranteed. The company will use reasonable efforts to meet mutually agreed upon date and delivery. Company shall not be liable for any failure to perform or for any delay in the delivery or shipment of the Goods or for any damages or costs of any kind or nature suffered by Customer by reason thereof, when such failure or delay is directly or indirectly caused by, or in any manner arises from acts of God, acts of Customer, acts of Vendor, acts of any third party, war, terrorism, riots, fires, explosions, floods, strikes, lockouts, unavailability of labor, injunctions, accidents, government interference, failure in production or production equipment, inability to obtain adequate supplies, or any other cause or causes beyond the reasonable control of Company.
4. Availability of Supplies. Delivery of the Goods is contingent upon Company’s ability to obtain supplies, raw materials and services through its regular and usual sources. If for any reason beyond Company’s control, Company is not able to meet anticipated deliveries, Company will not be liable therefore and may postpone the delivery date(s) under this Document for a period of time which is reasonable under all the circumstances.
5. Freight-Transportation. Unless otherwise agreed in writing by Company, delivery of the Goods shall be made F.O.B. Destination, with transportation expenses paid by Customer, and risk of delay during transit to be assumed by Customer. Title to the Goods sold will pass to Customer upon Company’s tender of delivery of the Goods to the carrier. If the Goods are held by Company subject to receiving instructions from Customer, Company may invoice the Goods and Customer agrees to make payment in accordance with this Document. Goods invoiced and held at any location by Company will be held at Customer’s risk and Company may charge for (but is not obligated to carry) insurance and storage. Customer will accept and pay for partial deliveries at contract prices and terms. If Customer has declared or manifested an intention not to accept delivery in accordance with this Document, no tender will be necessary but Company may, at its option, give notice to Customer that Company is ready and willing to deliver and such notice will constitute a valid tender of delivery.
6. Limited Warranty; Disclaimer of Warranties; Limitation of Damages. World love for you makes no warranties respecting any Goods except to the extent, if any, of any warranties expressly set forth on Company’s invoice, purchase agreement or rental agreement and except that the Goods will be operational under normal and reasonable operating conditions, reasonable wear and tear excepted (the “Warranty”); provided that the Warranty shall not be of any force or effect to the extent that the Goods are used inconsistently with any governing guidelines or specifications applicable to the Goods. Except as set forth herein, Company makes no other warranties concerning the Goods whatsoever. The Warranty and any other warranties, if any, made by Company as set forth on Company’s invoice, purchase agreement or rental agreement, are made solely to Customer and are not transferable by Customer. Company makes no representation or warranty that the Goods will comply with laws, rules or regulations enacted or changed after the Goods are delivered to Customer and Company disclaims any and all responsibility to replace or recall any Goods in the event of future noncompliance.
COMPANY DISCLAIMS AND EXCLUDES ALL OTHER EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHETHER OR NOT COMPANY IS AWARE OF CUSTOMER’S INTENDED USAGE OF THE GOODS. Pertaining to products NOT manufactured by Company, in the event of a recall or upgrade of the Goods, any Warranty or obligation of the Company as described in this paragraph 6 is null and void, and such recall or upgrade will not constitute damage or defect of the Goods. Customer acknowledges and agrees that (i) Goods may be subject to recall or upgrade by product manufacturers, (ii) the warranty does not cover any recall or upgrade of the Goods, (iii) Company has no responsibility or liability to Customer whatsoever with respect to any recall or upgrade of the Goods, (iv) Company is not responsible to communicate any upgrade or recall information to Customer prior or subsequent to receipt of Goods and (v) it is Customer's responsibility to maintain contact with product manufacturers regarding any information respecting product recalls or upgrades. Customer agrees that WLFY’s obligation described in this paragraph 6 will be
CUSTOMERS SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE GOODS WHETHER ANY CLAIM FOR RECOVERY IS BASED UPON OR ARISES OUT OF THEORIES OF CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHERWISE. IN NO EVENT WILL WORLD LOVE FOR YOU BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES INCURRED IN CONNECTION WITH THE GOODS. WORLD LOVE FOR YOU, NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME ANY OTHER LIABILITY IN CONNECTION WITH THE GOODS.
If Customer notifies World Love For You in writing of Customer’s claim that the Goods are damaged or defective in such a manner as to be covered by the Warranty within 10 days of the discovery of the damage or defect (which such discovery must be made within the applicable warranty period), Our Company will review Customer’s claim, and if valid, WLFY will, at its option, either repair (with non-OEM, after market, pre-owned or new parts at WLFY discretion) or replace the Goods with same or similar Goods. Replaced Goods are warranted for either 30 days or the remainder of the original warranty period, whichever is longer. However, for parts manufactured by WLFY, Our Company may, at its option either replace the part or credit Customer's account on a pro-rata basis, meaning Customer will be credited an amount equal to the number of months remaining on the warranty divided by the warranty period (three months) and multiplied by the purchase price at the time of purchase (for example : (months remaining on warranty / total warranty period) x purchase price). Any remedy of Customer against the WLFY shall be barred unless notice is given in accordance with the foregoing provision.
All Actions by Customer for breach of warranty against World Love For You shall be brought within (1) year after the cause of action thereon accrues.
7. Inspection and Acceptance of Goods. Each delivery of Goods will be inspected promptly by Customer for damage, defects and conformity with the Goods ordered. Customer will notify WLFY, in writing via email., of all claimed damage, defects or Goods received in error, within five (7) days of Customer’s receipt of the Goods. If Customer fails to so inspect or notify WLFY, Customer will be deemed to have “accepted” (in accordance with, but not limited to, Section 1 and 2 of this entire agreement) the Goods, and to have waived any damage, defect or inaccuracy in the filling of the order, including any damage or defect covered by the Warranty. No Goods shall be subject to return or cancellation after order has been accepted by Customer pursuant to the terms of this Document. For trial, loaner, or demo Goods, should the Customer NOT return the equipment, one (1) month from date of receipt, then it will be deemed that the Customer has accepted the Goods received, of which the prevailing fair market Sale Price (Sale Price quoted on the applicable price quotation) shall be applied.
8. Taxes. World Love For you reserves the right to collect sales, use or other taxes on the Goods unless a tax-exempt or direct pay certificate is provided. Since WLFY may not have nexus in Customer’s state, any sales, use, or similar taxes on the purchase or rental of Goods hereunder which may be due in any political subdivision that is not collected by WORLD LOVE FOR YOU shall be paid by Customer. It shall be the responsibility of Customer to promptly make payment of such taxes or to advise our company of any taxes due. Customer herby agrees to reimburse the our WLFY for any sales or use tax not charged to or paid by the customer for which a state or political subdivision may deem due at a later date.
9. Payment and Credits. The terms of payment are United States dollars and set forth on the face of the Purchase Agreement or invoice. If full payment is not received by WORLD LOVE FOR YOU within the terms, Customer shall pay interest to WLFY at the rate of eighteen (18) percent per annum. WLFY RESERVES THE RIGHT TO MODIFY PAYMENT TERMS, WITH CUSTOMER'S CONSENT, FOR PURPOSES OF ACCOMMODATING CUSTOMER OR ANY OTHER PURPOSE IN WLFY”S DISCRETION, WITHOUT SAID MODIFICATION BEING DEEMED A NEGOTIATION OR MODIFICATION OF THE ENTIRE EXISTING CONTRACT. WLFY may, at its option, cancel and/or sell any unshipped Goods should Customer fail to fulfill the complete terms of payment. Customer will have no right to offset any amounts against any payment or other obligation which WLFY may owe to Customer. WORLD LOVE FOR YOU reserves, and Customer hereby grants to WLFY, a security interest in the Goods sold to secure Customer’s payment of the purchase price and any other charges owed by Customer and Customer agrees that WLFY may (but is not obligated to) take appropriate actions to evidence and perfect such interest and that Customer will cooperate with WLFY in the taking of such actions.
Credits not taken by Customer within 1 year of credit date are not eligible for refund or allowed to be utilized toward future purchases.
10. Disputes. Any controversy or claim arising out of or relating to this Document, or the breach thereof, shall be governed by the laws of the State of Ohio. Further, Customer and WLFY hereby submit to the sole and exclusive jurisdiction and venue of the state and federal courts in Cincinnati, Hamilton County, Ohio over any controversy relating to or arising from this Document. Notwithstanding the foregoing, WLFY’s right to institute or defend any proceedings in any jurisdiction regarding Customer shall not be limited.
Customer has reviewed this page and the foregoing pages and certifies that each of the provisions set forth is clear and legible.
Initialed by Representative of Customer: ______
11. Credit Approval. World Love For You may at any time decline to make any shipment or delivery or perform any work except upon receipt of payment or upon terms and conditions or security satisfactory to World Love For You.
12. Information Regarding the Goods. Customer acknowledges that it has received and is familiar with WLFYs and any other manufacturer’s labeling and literature concerning the Goods and will forward such information to its employees, agents, and customers. Customer will be responsible for the content and maintenance of all stored Data/information in devices where this is applicable. Customer will keep confidential all information regarding the price and payment terms (i) that were offered to Customer by WLFY, and (ii) that Customer pays World Love For You hereunder. Additionally, Customer will keep confidential all other information supplied by WLFY that WLFY designates as confidential.
13. Default. As used herein, a “Default” means any one or more of the following: Customer is delinquent on any of its obligations hereunder or under any order or
transaction with WLFY, Customer becomes insolvent or a receiver under Title 11 U.S.C. as amended (“Bankruptcy Code”) is appointed for or on behalf of Customer or a case under any chapter of the Bankruptcy Code is commenced for, by or against Customer, Customer suspends or terminates business or makes an assignment for the benefit of creditors, or any event occurs, whether or not similar to the foregoing, which in WLFYs good faith belief materially impairs the prospect of payment or performance by Customer hereunder. If a Default occurs, WLFY may do one or more of the following: (a) WLFY may cancel or terminate this Document and/or any other agreement that WLFY has entered into with Customer; (b) WLFY may require Customer to pay immediately to WLFY, as compensation for loss of WLFY’s bargain and not as a penalty, a sum equal to the Stipulated Value; (c) Our company may require Customer to deliver the Goods to WLFY as set forth in this Document; (d) WLFY or its agent may peacefully repossess and remove the Goods from its then location
without judicial process, and Customer will not make any claims against WLFY for damages or trespass or any other reason; and (e) Our Company may exercise any other right or remedy available at law or in equity. Customer agrees to pay all of WLFY’s costs of enforcing WLFY’s rights against Customer, including, without limitation, reasonable attorney’s fees. If World Love For You takes possession of the Goods, WLFY may sell or otherwise dispose of the Goods with or without notice, at a public or private sale, and apply the net proceeds (after deducting all costs related to the sale or other disposition of the Goods) to the amounts that Customer owes WLFY. Customer agrees that if notice of sale or other disposition is required by law to be given, ten (10) days notice shall constitute reasonable notice. Customer will remain responsible for any amounts that are due after WLFY has applied such
net proceeds. As used herein, “Stipulated Value” means for particular Goods shall be an amount equal, as of any date, to: (i) the total of all amounts due to WLFY with respect to such Goods as of the date of payment of the Stipulated Value, plus (ii) all future amounts with respect to such Goods plus (iii) the then estimated fair market value of such Goods (as determined by WLFY) as of the end of the Term. WLFY’s rights after a Default may be exercised by Company without liability.
14. Safety. Customer warrants that it will comply with all laws, regulations, standards and requirements which are applicable to the use of the Goods and Customer’s business. Customer will be responsible for the content and maintenance of all stored Data/information in devices where this is applicable.
15. Miscellaneous. If any of the provisions of this Document are deemed invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions will in no way be affected or impaired thereby. No right or interest in the contract arising from this Document may be assigned by Customer and no delegation of any obligation owed by Customer may be made without the prior written permission of WLFY. WLFY may, without notifying Customer, sell, assign, or transfer this Document, any rights, titles or interest in this Document and/or any of its rights, titles, or interests in the Goods. Customer agrees that, upon any such assignment, such assignee (“Assignee”) will have the same rights, remedies and benefits that WLFY has now under this Document and all references in this Document to WLFY shall include Assignee, but Assignee will not be liable for any obligations or liabilities of WLFY under this Document or otherwise. The rights of Assignee will not be subject to any claim. Customer further agrees that for a period of one year from the execution last transaction between Customer and WLFY, to which the terms herein pertain, hereof Customer will not hire any employee of World Love For You.
The rights and remedies of WLFY herein will be cumulative and additional to any other or further rights and remedies provided in law or equity. Waiver by WLFY of Customer’s performance or in-action with respect to customer's breach of any provision of this document or failure of World Love For You to enforce any provision of this Document, will not be deemed a waiver of future compliance therewith or a course of performance modifying such provision, and such provision will remain in full force and effect as written. WLFY may terminate this agreement upon thirty days notice to Buyer. As used in this Document, “Customer” and “World Love For You” include the respective heirs, executors, personal representatives, successors and permitted assigns of each. IN ALL CASES, CLERICAL ERRORS ARE SUBJECT TO CORRECTION.
Customer has reviewed this page and the foregoing pages and certifies that each of the provisions set forth is clear and legible.
Initialed by Representative of Customer: ______