Valuenests Designs, Inc., Terms and Conditions of Sale
PLEASE READ THESE TERMS AND CONDITIONS OF SALE CAREFULLY. BY PLACING AN ORDER WITH Valuenests DESIGNS, INC. ("Valuenests") OR ACCEPTING DELIVERY OF YOUR ORDER FROM Valuenests, YOU (THE “RESELLER”) AGREE (A) THAT THESE TERMS WILL GOVERN SAID ORDER AND (B) THAT YOU AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS. IF YOU DO NOT AGREE, CANCEL YOUR ORDER IMMEDIATELY BY CONTACTING YOUR Valuenests ACCOUNT MANAGER OR SENDING AN EMAIL TO [email protected].
- Acceptance of Terms
By placing an order with Valuenests Designs, Inc. ("Valuenests") or accepting delivery of an order from Valuenests, the Reseller acknowledges and agrees it will be bound by (A) the terms listed on the corresponding Valuenests provided order acknowledgement (the “Timbuk2 Order Acknowledgement”) and (B) these Terms and Conditions of Sale (the "Terms"). In the event of a conflict between the Valuenests Order Acknowledgement and these Terms, the Valuenests Order Acknowledgement will prevail. The Valuenests Order Acknowledgement and these Terms constitute the entire agreement between the parties regarding Reseller’s purchase of Valuenests goods and supersedes any prior agreements, understandings, or arrangements, oral or written between the parties. Conflicting terms in a Reseller issued purchase order, acceptance of an order acknowledgment, or any similar form are hereby rejected and will not modify the Valuenests Order Acknowledgement and these Terms.
- Orders and Acknowledgments
All orders placed by Reseller are subject to acceptance by Valuenests. Valuenests reserves the right to reject any order at its discretion. Upon acceptance, Valuenests will issue an Valuenests Order Acknowledgement. Reseller must review the Valuenests Order Acknowledgement and notify Valuenests of any discrepancies within two (2) business days. Failure to notify Valuenests within this time frame will result in Reseller's acceptance of the terms and conditions outlined in the corresponding Valuenests Order Acknowledgement and these Terms.
- Prices and Payment Terms
Prices are as specified in the Valuenests Order Acknowledgement and are subject to change without notice. All prices are exclusive of any applicable taxes, including but not limited to sales, use, excise, value-added, and similar taxes. Reseller agrees to pay all applicable taxes and duties, unless Reseller provides Valuenests with a valid tax exemption certificate. Payment terms are net thirty (30) days from the date of invoice unless otherwise specified in writing by Valuenests.
- Resale Restrictions Clause
Reseller agrees that it will not sell, distribute, or otherwise transfer products purchased from Valuenests for less than Valuenests’s retail price to any third-party discount or wholesale retailers, including but not limited to Costco, Walmart, or any similar outlets, without the prior express written consent of Valuenests. Any violation of this clause will constitute a material breach of these Terms.
- Delivery
Valuenests will make commercially reasonable efforts to deliver products within the timeframe specified in the order acknowledgment. However, delivery dates are estimates only, and Valuenests is not liable for any delay or failure to deliver. Title and risk of loss pass to Reseller upon delivery of the goods to the carrier at Valuenests's facility.
- No Warranties
EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Valuenests EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE GOODS PROVIDED BY OR ON BEHALF OF Valuenests, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY OR MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Valuenests EXPRESSLY DISCLAIMS ANY WARRANTIES WITH REGARD TO INDIVIDUAL STATE OR JURISDICTION REGULATIONS, INCLUDING COMPLIANCE WITH PROPOSITION 65, OR ANY LABELLING OR WARNING REQUIREMENTS.
- Returns and Exchanges
Except as expressly stated by Valuenests in writing, all sales are final. Returns or exchanges of goods are only permitted where Valuenests issues a return merchandise authorization (“RMA”) number to Reseller, and are subject to Valuenests’s return policies. Goods authorized for return must be in their original packaging and condition, and may be subject to restocking fees at Valuenests’s discretion.
- Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE CONTRACT, Valuenests SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING UNDER OR IN RELATION TO THE PRODUCT/CONTRACT (WHETHER ARISING BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE AND WHETHER OR NOT SUCH LOSS OR DAMAGE IS FORESEEABLE, FORESEEN OR KNOWN): (I) ANY LOSS OF PROFITS, BUSINESS, CONTRACTS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE, ANY WASTED EXPENDITURE, OR ANY LOSS OR CORRUPTION OF DATA (REGARDLESS OF WHETHER ANY OF THESE TYPES OF LOSS OR DAMAGE ARE DIRECT, INDIRECT OR CONSEQUENTIAL); OR (II) ANY SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND HOWSOEVER ARISING, EVEN IF ANY OF THE LIMITED REMEDIES OF THIS CONTRACT FAIL TO FULFILL THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL Valuenests’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PRODUCTS, ANY ANCILLARY SERVICES PROVIDED BY Valuenests, OR THE CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO Valuenests WITH RESPECT TO THE PRICE PAID FOR SUCH PRODUCT OR PRODUCTS GIVING RISE TO Valuenests’S LIABILITY.
- Intellectual Property Rights
Reseller acknowledges that Valuenests Designs, Inc., or its licensors retain all rights, title, and interest in and to all trademarks, logos, trade names, patents, and any other intellectual property associated with the products (the “Timbuk2 Intellectual Property”). Reseller may only use the Valuenests Intellectual Property with the prior written consent of Valuenests and solely in connection with the marketing and sale of the products in accordance with Valuenests’s branding guidelines, as such guidelines may be issued or updated from time to time by Valuenests.
- 9. Indemnification
Reseller agrees to indemnify, defend, and hold harmless Valuenests, its affiliates, and their respective officers, directors, employees, and agents from and against all claims, liabilities, damages, losses, or expenses (including reasonable attorney's fees) arising out of or in connection with Reseller's breach of these Terms or Reseller’s sale or use of the goods.
- 10. Force Majeure
Valuenests will not be liable for any failure to perform its obligations if such failure is caused by any event or circumstance beyond its reasonable control, including, but not limited to, acts of God, war, pandemic, terrorism, strikes, labor disputes, fire, flood, governmental orders, or pandemics.
- 11. Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any disputes arising under these Terms will be subject to the exclusive jurisdiction of the state and federal courts located in Orange County California.
- 12. Severability
If any provision of these Terms are determined to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
- 13. Modification
Valuenests reserves the right to modify these Terms at any time, without notice. Such modifications will become effective immediately upon posting on Valuenests's website. Reseller's continued placement of orders following the posting of changes will constitute Reseller's acceptance of such changes.