Bold Sales Agreement
These terms and conditions of sale (“Agreement”) are applicable to any order placed with and accepted by Bold Crafts, LLC (DBA Bold Carts) (referred to herein as “Company”):
1. SCOPE OF AGREEMENT. Company, upon acceptance of an Order placed by Customer, will supply the Products specified in the Order (the “Products”) to Customer, pursuant to the terms and conditions of this Agreement and its exhibits and Company’s acceptance of such order submitted by Customer is expressly limited to the terms and conditions of this Agreement notwithstanding any contrary provision contained in Customer’s purchase orders, invoices, acknowledgements or other documents. The details of the Products (e.g. quantity, price, and product specifications) shall be set forth in the relevant Order.
2. PRICE AND Delivery.
a. The prices payable by Customer for goods and services to be supplied by Company under this Agreement will be specified in the applicable Order. Standard shipping directly to Customer is included in the cost of the products.
b. All non-standard shipping charges (expedites, custom orders, or orders requiring special handling) for Products delivered to Customer may incur additional charges. Any non- standard charges will be prepaid by Customer as per the Order Form. Customer shall provide signature at time of delivery. Delivery times quoted are estimates only and Company shall not be responsible for delays in delivery.
c. All products delivered by Company to Customer must be paid in full prior to delivery to Customer. Customer will be required to pay a down payment as listed in the Order Form upon acceptance and execution of the Order Form. The remaining percentage will be due prior to final shipment to Customer. Acceptable forms of payment are cash, cashier’s check or wire transfer. Make checks out to Bold Crafts, Inc. Wire instructions will be printed on your invoice. Payment will have been deemed to have been made when funds are cleared and available for use by us by our bank.
d. Acceptance by Customer.
i. Any discrepancy in shipment quantity or quality must be reported with three (3) days of Customer’s receipt of shipment, after which time, shipments shall be deemed to be accepted by Customer.
ii. Cancellations.
1. Custom Orders: Custom products may not be cancelled once order has been placed. Custom products are non-returnable.
2. Customer may cancel any standard product order within 24-hours of signing Sales Order submission to BOLD without incurring any charges.
e. Returns. Customer may not return any stock/standard or custom product after shipment.
f. All cash transactions will require the delivery of an IRS Form 8300 to ap@boldcarts.com.
g. Any shipping charges incurred or paid by Company are non-refundable.
3. CUSTOMER MATERIALS Customer represents and warrants that any material it furnishes for performance of services by Company does not infringe any copyright or trademark or other Intellectual Property Rights of any third party.
4. INTELLECTUAL PROPERTY. Any and all inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by Customer as of the date of the Order or made or conceived by employees of Customer during the Term of the Order shall be and remain the sole and exclusive property of Customer provided that Customer grants to Company a license to use, display and distribute (and to sub-license its affiliates and sub-contractors to use, display and distribute) any intellectual property rights delivered to Company as reasonably necessary to perform any Order. Any and all inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by Company as of the date of the Order or made or conceived by employees, consultants, representatives or agents of Company during the term of this Agreement shall be and remain the sole and exclusive property of Company. Without limiting the generality of the foregoing, the parties agree that Company will own systems (including all web source code) related to the Services provided hereunder, including all modifications, upgrades and enhancements thereto made during the term of the Order. Without limiting the generality of the foregoing, Customer acknowledges and agrees that Company is in the business of developing customized print and e-commerce solutions, and the provision of print and fulfillment order services, and that Company shall have the right to provide to third parties services which are the same or similar to the services provided herein and to use or otherwise exploit any Company materials in providing such services.
5. CONFIDENTIAL INFORMATION. Any information that parties receive or otherwise have access to incidental to or in connection with this Agreement (collectively, the “Confidential Information”), shall be and remain the property of the disclosing party. Confidential Information shall not include information which: (i) was in the possession of the Receiving Party at the time it was first disclosed by the Disclosing Party; (ii) was in the public domain at the time it was disclosed to the Receiving Party; (iii) enters the public domain through sources independent of the Receiving Party and through no breach of this provision by the Receiving Party; (iv) is made available by the Disclosing Party to a third party on an unrestricted, non-confidential basis; (v) was lawfully obtained by the Receiving Party from a third party not known by the Receiving Party to be under an obligation of confidentiality to the Disclosing Party; or (vi) was at any time developed by the Receiving Party independently of any disclosure by the Disclosing Party. Confidential Information may be used to the extent necessary to perform this Agreement and the parties shall not disclose Confidential Information to any third party, except to its agents (who have executed confidentiality agreements containing terms substantially similar to the terms) as necessary to provide the Product hereunder. In no event shall Customer acquire any right, title or interest in and to any product or process information, including related know how, either existing or developed during the course of the business relationship with Company and Customer, and in no event shall Company acquire and right, title, or interest in and to any materials or information provided to it by Customer.
6. INDEMNIFICATION. In no event shall Company be liable for special, direct, indirect, incidental or consequential damages, including, but not limited to, lost profit or opportunity or any damage which may arise, in whole or in part, from or in connection with the use or misuse of any product. Customer’s sole and exclusive remedy shall in no event exceed the repair, replacement or cost paid for the specific product purchased from Company. Customer hereby indemnifies Company and its principals, shareholders, officers, employees, independent contractors, agents, manufacturing partners and distributers from and against any and all liabilities, damages, costs and expenses (including reasonable attorney fees, court costs and legal expenses) arising out of or related to: i) any use of any Product by Customer or Customers clients whether such use is of the product alone or in conjunction with other products, tangible or intangible; and ii) any breach by Customer of any warranty, representation, covenant or acknowledgement made by Customer in this Agreement.
7. BREACH. In addition to all other rights to which a party is entitled under this Agreement, if either party breaches any term of the Sales Order or the Agreement, the non-breaching party shall have the right to: (a) terminate the Order immediately upon written notice to the other party; and/or (b) seek to obtain injunctive relief to prevent such breach or to otherwise enforce the terms of this Agreement. Failure to properly demand compliance or performance of any term of the Order or this Agreement shall not constitute a waiver of Company’s rights hereunder and prior to any claim for damages being made for non-conformance or breach. Failure to pay for products are considered a material breach of this Agreement.
8. WARRANTIES.
a. Cartridge Limited Warranty. Cartridge Warranty (“Cart Warranty”) covers the BOLD B1, B2, B3, and B4 Cartridges (“Cartridges”) covers defects in workmanship and materials for a duration of 3 months from the original date of receipt from Company or an authorized Company distributor. This Cart Warranty does NOT cover normal wear and tear or incompatibility of materials with the fluids loaded into the cartridges. Damage resulting from abuse, accident, modifications, or through the act of neglect of the consumer or a third party is excluded by this warranty. Company makes no warranties as to other parts with which such Cartridges may be combined, including, but not limited to, any bonding or connection between the Cartridges and any other parts with which it is joined by a party other than Company. Company will replace any defective cartridges with the same or similar product. The contents of any cartridges used with the Device are excluded by this warranty, Company will not Reimburse or replacement any cartridge contents related to device use.
b. Chemical Compatibility Limited Warranty. Company is not responsible for the chemical compatibility with any extract and Company’s cartridges. Company’s cartridges use polyethylene terephthalate (PETG) for the Tanks and specific elements of all cartridges. PETG is known as highly resistant to chemical corrosion there is no 100% guarantee so it is possible some terpenes used in extract may affect the carts integrity. Due known variation in extracts, Company cannot be responsible for chemical compatibility with any extract and Company’s cartridges
c. Device Warranty. Company Devices are guaranteed against workmanship and defects in materials during intended customary use for a duration of 3 months from the original date of receipt from Company directly or an authorized Company distributor. This warranty regarding Company Devices does NOT cover damages incurred through normal use of the device. This warranty excludes damage resulting these acts or by the consumer or authorized Company distributor; abuse, neglect, accident, modifications, or otherwise. Company makes no warranties as to other parts, chemicals, combined devices or parts with which it is joined by a party other than Company. Company will replace any defective Devices with the same or similar product. The contents of any cartridges used with the Device are excluded by this warranty, Company will not Reimburse or replacement any cartridge contents related to device use.
d. LIMITATIONS ON WARRANTIES FOR ALL COMPANY PRODUCTS:
i. If a Company product is purchased from a seller other than an authorized Company retailer or reseller, the warranties set forth above do not apply, and in such event Company disclaims all warranties for such product, including the warranties of merchantability and fitness for a particular purpose. With respect to all Company products eligible for warranty pursuant to the terms stated above, any repaired or replacement product will be warranted from the date of purchase of the original product from an authorized Company retailer or reseller or directly from Company, not from the repair or replacement date.
ii. ALL WARRANTIES IMPLIED BY STATE LAW, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY LIMITED TO THE DURATION OF THE LIMITED WARRANTIES SET FORTH ABOVE.
iii. There are no other warranties that extend beyond the warranties set forth above. WITH THE EXCEPTION OF ANY WARRANTIES IMPLIED BY STATE LAW AS HEREBY LIMITED, THE FOREGOING LIMITED WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, GUARANTIES, AGREEMENTS, AND SIMILAR OBLIGATIONS OF A MANUFACTURER OR SELLER OF GOODS. BOLD CARTS IS NOT LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE USE OF COMPANY PRODUCTS.
iv. No person, agent, distributor, dealer, retailer, reseller or other third party is authorized to change, modify, or extend the terms of these warranties in any manner whatsoever. These warranties give you specific legal rights. You may also have other rights that vary from state to state.
v. WARRANTY PROCEDURES FOR ALL COMPANY PRODUCTS: If a Company Product is eligible for warranty pursuant to the terms and conditions stated above, Company, in its sole discretion, will (1) repair the defect; or (2) replace the defective product with the same or a comparable product.
vi. IF YOU HAVE PURCHASED YOUR WARRANTED COMPANY PRODUCT FROM AN AUTHORIZED COMPANY RETAILER OR RESELLER, YOU MUST CONTACT THE ORIGINAL PLACE OF PURCHASE TO HANDLE ALL WARRANTY CLAIMS. All purchases made at an authorized Company retailer or reseller are to be brought directly to that particular retailer or reseller for evaluation, not to Company.
vii. If you have purchased your warranted Company product directly from Company, please contact Company for a return materials authorization number at support@boldcarts.com. Once the Company Customer Support Department determines the product is eligible under a warranty set forth above, a “Return Authorization Number” will be issued to you along with shipping instructions. The Return Authorization Number must be visible on the exterior of the package containing the returned product in order to be physically received by the warehouse. Issuance of a Return Authorization Number does not mean that Company will necessarily accept the warranty claim as valid; conditions which make a product ineligible for warranty may be identified upon Company’s receipt of the returned product.
viii. If you have any questions regarding the warranties described above, please contact your nearest authorized Company retailer or reseller or the Company Customer Support Department at support@boldcarts.com.
9. NOTICE. Any notice sent pursuant to the Order or this Agreement shall be sent by certified mail, return receipt requested, or by overnight mail to the addresses on the Order or to such address as either party may in the future designate. A copy of any notice to Company shall be also sent to ATTN Legal: 1810 West 4th Street Tempe, AZ 85281 together with a copy this Agreement. Notices shall be effective upon receipt.
10. ASSIGNMENT. Except as otherwise provided, the Order and this Agreement shall be binding upon and inure to the benefit of the parties’ successors and lawful assigns.
11. STATUS. Customer and Company are separate entities. Nothing in the Order or this Agreement shall be construed as creating an employer-employee or joint venture relationship.
12. COMPLIANCE WITH LAW. Each party shall comply with all state, federal and local laws and regulations applicable to its performance hereunder.
13. RIGHTS OF THIRD PARTIES. Nothing in this Agreement shall be construed so as to give any right or remedy to any third party whatsoever.
14. GOVERNING LAW. The sale of Products by Company and this Agreement , together with all invoices, correspondence and other documents exchanged between Company and Customer, shall be governed by and construed in accordance with the laws of the State of Arizona, USA, without regard to principles of conflicts of law or to the United Nations Convention on Contracts for the International Sale Of Goods (CISG), which is hereby specifically disclaimed by the parties with respect to all of the foregoing. Any action, suit or proceeding arising out of or related to this Agreement, shall be brought only in a federal or state court of competent jurisdiction located in the State of Arizona and the Parties hereby unconditionally and irrevocably consent and submit to such exclusive. Customer shall be responsible for compliance with all laws (federal, state and local), rules and regulations pertaining to the use and sale of the products. Company expressly disclaims compliance with any and all such laws, rules, and regulations on behalf of the Customer. Customer accepts full and complete responsibility for any such compliance. Customer may not join a class action lawsuit or obtain a jury trial for any disputes you have with us related to the purchase of our products.
DISPUTE RESOLUTION. With the exception of disputes regarding failure to pay, Customer agrees to negotiate with Company in good faith regarding any problem or dispute. If the problem or dispute is not resolved within sixty (60) days after Company’s receipt of your written description, Customer agrees to binding arbitration.
a. Customer agrees that the forum and remedy for any and all disputes and claims that cannot be resolved informally and that relate in any way to or arise out of Agreement, shall be final and binding arbitration. Infringing upon, violating or threatening to infringe upon Company’s intellectual property right, is acknowledged by both parties that arbitration is not an adequate remedy at law and therefore injunctive or other appropriate relief may be sought by Company and/or the applicable third party(ies).
b. We are located in the State of Arizona; therefore, all disputes must be resolved there.
c. Parties agree to submit to arbitration for any disputes relating to your purchase of products under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, will be conducted in Maricopa County in the State of Arizona. You covenant not to sue Company in any other forum.
d. You further acknowledge and understand that, with respect to any dispute arising out of or relating to your purchase of our products under this Agreement:
i. You are giving up your right to trial by jury;
ii. You cannot join a class action lawsuit for any disputes you have with us related to the purchase of our products;
iii. You are giving up your right to serve as a representative, as a private attorney, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute;
iv. You must file any claim within one (1) year after such claim arose or it is forever barred.
15. FORCE MAJEURE. Neither party shall be liable for any failure to perform or delay in performance of this Agreement to the extent that any such failure arises from acts of God, war, civil insurrection or disruption, riots, government act or regulation, strikes, lockouts, labor disruption, cyber or hostile network attacks, inability to obtain raw or finished materials, inability to secure transport, or any cause beyond such party’s commercially reasonable control.
16. SURVIVAL. In the event any provision of the Order or this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of the Order or this Agreement will remain in full force and effect. All sections herein relating to payment, ownership, confidentiality, indemnification and duties of defense, representations and warranties, waiver, waiver of jury trial and provisions which by their terms extend beyond the Term shall survive the termination of the Order and this Agreement.
17. ENTIRE AGREEMENT. The Order, this Agreement and the operative provisions of any quotation issued by Company and any purchase order issued by Customer, sets forth the entire agreement and understanding among the parties as to the subject matter hereof, and merges and supersedes all prior discussions, agreements, and understandings of every and any nature among them. No proposal, purchase order, order confirmation, acceptance, or any other document provided by either Party to the other, nor any electronic click-wrap, terms of use or similar online consent or acceptance language accompanying or set forth as a prerequisite to any electronic interface or utility associated with any Product, shall be deemed to amend the terms hereof and any such contradictory or additional terms shall be ineffective. No party shall be bound by any condition, definition, warranty, or representations, other than as expressly set forth or provided for in the Order or this Agreement, or as may be, on or subsequent to the date hereof set forth in writing and signed by the party to be bound thereby. In the event of any ambiguity or conflict between any of the terms and conditions contained in this Agreement and the terms and conditions contained in an Order, the terms and conditions of this Agreement shall control, unless the Parties have expressly provided in such Order that a specific provision in this Agreement is amended, in which case this Agreement shall be so amended, but only with respect to such Order. The Order or this Agreement may not be amended, supplemented, changed, or modified, except by agreement in writing signed by the parties to be bound thereby.