EXCEPT FOR ANY WARRANTY EXPRESSLY PROVIDED FOR IN THIS WARRANTY SECTION, CALIFARI PROVIDES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE), OF ANY NATURE WHATSOEVER. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF THE FACE HEREOF. IN THE EVENT OF THE BREACH OF ANY EXPRESS WARRANTY BY CALIFARI, THE PARTIES AGREE THAT THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER SHALL BE LIMITED TO A RETURN OR REPLACEMENT OF THE PRODUCT, IN CALIFARI’S SOLE DISCRETION. IN THE EVENT OF ANY BREACH BY CALIFARI OF ANY OTHER CONTRACT TERM, OR IN THE EVENT OF ANY OTHER CLAIM ARISING OUT OF OR RELATED TO THE PURCHASE OR SALE OF A OUR PRODUCT WHETHER IN TORT OR CONTRACT, THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER SHALL BE LIMITED TO THE PURCHASE PRICE OF THAT PRODUCT. IN NO EVENT SHALL CALIFARI BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES, (INCLUDING LOSS OF USE, REVENUE AND/OR PROFITS) OF BUYER OR ANY THIRD PARTY. NO PERSON HAS THE AUTHORITY TO MAKE ANY REPRESENTATION OR WARRANTY OTHER THAN AS SET FORTH HEREIN.
Purchase Order Terms and Conditions
1. ACCEPTANCE OF CONTRACT: By signing the purchase order Buyer has entered into a contract on the terms and conditions set forth in the purchase order to which these terms and conditions are attached, as well as these terms and conditions (collectively, the “Agreement”). The Agreement shall be the sole and exclusive statement of the purchase agreement between Buyer and Seller notwithstanding any terms and conditions that may be contained in any proposal, acknowledgment, confirmation, invoice or other document received from Buyer or any act of Buyer in accepting or paying for goods or services. The parties agree that there are no other oral or written understandings or agreements between them regarding the subject matter of this purchase order.
2. PRICE: The prices to be paid for the goods ordered or services to be performed shall be as set forth in this Agreement unless otherwise agreed to in writing by Seller. The prices do not include shipping, which Buyer agrees to pay. The Buyer shall pay any and all costs of collection including, without limitation, reasonable attorney’s fees, whether or not suit is instituted, incurred by Seller in the event collection of any delinquent balance is required.
3. DELIVERY, RISK OF LOSS, TRANSPORTATION: Shipment or delivery of goods and the performance of services shall be in accordance with the schedule set forth in this Agreement unless otherwise agreed to in writing by Seller and seller shall not be obligated to notify Buyer of shipment. Regardless of any other terms hereof, risk of loss shall pass to Purchaser upon Seller’s delivery of the goods to the carrier. All goods will be shipped via UPS or similar service, charged to Buyer.
4. WARRANTIES AND REMEDIES: Seller represents and warrants: Each of our products is manufactured according to exacting standards and with high quality materials. We warrant our products against manufacturing defects for a lifetime. If you have received one of our products that you believe has a manufacturing defect, please contact us via email at orders@Califari.com or call us at 1-888-258-5610. Although we have used high quality materials in the construction of our products, Califari cannot warrant against damages caused by normal, excessive or accidental wear and tear. A product containing a manufacturing defect should be returned to the location or website where purchased and Califari, in its sole discretion, will either repair the product or replace it with the same or comparable model. In cases where Califari, in its sole discretion, determines the defect complained of is outside the terms of the warranty, it will return the product to you. EXCEPT FOR ANY WARRANTY EXPRESSLY PROVIDED FOR IN THIS WARRANTY SECTION, CALIFARI PROVIDES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE), OF ANY NATURE WHATSOEVER. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF THE FACE HEREOF. IN THE EVENT OF THE BREACH OF ANY EXPRESS WARRANTY BY CALIFARI, THE PARTIES AGREE THAT THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER SHALL BE LIMITED TO A RETURN OR REPLACEMENT OF THE PRODUCT, IN CALIFARI ‘S SOLE DISCRETION. IN THE EVENT OF ANY BREACH BY CALIFARI OF ANY OTHER CONTRACT TERM, OR IN THE EVENT OF ANY OTHER CLAIM ARISING OUT OF OR RELATED TO THE PURCHASE OR SALE OF CALIFARI PRODUCT WHETHER IN TORT OR CONTRACT, THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER SHALL BE LIMITED TO THE PURCHASE PRICE OF THAT PRODUCT. IN NO EVENT SHALL CALIFARI BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES, (INCLUDING LOSS OF USE, REVENUE AND/OR PROFITS) OF BUYER OR ANY THIRD PARTY. NO PERSON HAS THE AUTHORITY TO MAKE ANY REPRESENTATION OR WARRANTY OTHER THAN AS SET FORTH HEREIN.
5. TERMINATION: Seller may terminate all or any part of this Agreement at any time or times by written notice to Buyer if: (a) Buyer fails to observe or comply with any covenants, terms, or conditions contained in this Agreement; (b) if Seller is unable to fulfill Buyer’s order due to supply problems, which shall be determined in Seller’s sole discretion.
6. INFRINGEMENT OF PROPRIETARY RIGHTS: Buyer acknowledges the validity and existence of Seller’s trademarks, trade names on other intellectual property rights, including at least the following: CALIFARI; and the Califari logo. The foregoing trademarks and trade dress may not be used in connection with any product or service that is not Seller’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Seller.
7. GOVERNING LAW AND CONSENT TO JURISDICTION: This Agreement shall be governed by and construed in accordance with the laws and decisions of the State of Colorado, and the parties agree that the state and federal courts in and for Denver, Colorado shall be the sole and exclusive location and venue for the resolution of any disputes arising out of or relating to this Agreement or the products provided hereunder. The parties agree that no other court shall have jurisdiction over any disputes between the parties, and the parties consent to the personal jurisdiction of the state and/or federal Courts of Denver, Colorado and hereby waive any objection to the jurisdiction of those courts.
8. WAIVER: No act or failure to act of Seller shall constitute a waiver of any provision contained in this Agreement. To be valid a waiver of any requirement or obligation under this Agreement must be in writing and signed by Seller. The section headings contained herein are not part of this Agreement, but are include solely for the convenience of the parties. The provisions of this Agreement are severable, and if any provision is held to be unenforceable, the remaining provisions will continue in full force and effect.
9. INDEPENDENT CONTRACTORS: Nothing contained in this Agreement shall be construed as creating a partnership or joint venture between Buyer and Seller, and Seller shall at all times during the term of this Agreement be deemed to be an independent contractor, solely responsible for the manner by and the form in which it fulfills this Agreement.
10. NOTICES: Any notices, consents or approvals called for hereunder may be given by telephone, but shall be confirmed in writing to be delivered or sent by facsimile, overnight delivery service or by certified mail, return receipt requested, enclose in a sealed envelope with first class postage thereon, addressed to such address as indicated by the Buyer and the Seller, or if no address is provided, their respective principal offices. Any notice will be deemed to have been received by a party the same date as sent if sent by facsimile, the next day if sent by overnight delivery service and three (3) days from the date sent if given by certified mail, return receipt requested.
11. AMENDMENT: This Agreement may only be amended by a writing executed by the duly authorized representatives of both Seller and Buyer.