Terms & Conditions
GAITER KING, TERMS AND CONDITIONS OF SALE
Products ordered from JDMFG, LLC., DBA Gaiter King , a California Limited Liability Company with offices at 400 S. Detroit St., #314, Los Angeles, CA 90036 (the "Seller") are sold to Seller's customers (each, a "Customer") in accordance with the following terms and conditions of sale (these "Terms and Conditions"):
1. Acceptance of These Terms and Conditions. These Terms and Conditions are incorporated into all invoices from Seller and are applicable to all sales of Seller's products and form a binding contract between the parties. Except for item number, product description, quantity, delivery schedule, price and special payment or delivery terms, if any (the "Order Details"), appearing on the first page of Seller's invoice, Seller hereby objects to and rejects any contrary or additional terms and conditions, including but not limited to those appearing on, incorporated by reference in or attached to a corresponding purchase order. Customer 's acceptance of the products identified in the Order Details shall constitute acceptance of these Terms and Conditions. To the extent Customer and Seller have entered into a separate, specific written agreement executed by both parties regarding the purchase of the Products and/or Services to which this Order applies, such agreement shall govern such purchases where conflicts exist between it and these Terms and Conditions.
All products ordered from JDMFG, LLC., d/b/a GAITER KING, are sold to customers pursuant to terms and conditions of sale located online at the following link: https://gaiterking.com/pages/terms-conditions which are hereby incorporated by reference into this invoice and shall govern the transaction between the parties. These terms and conditions are applicable to all sales of GAITER KING products and form the entire binding contract between the parties. Except for item number, product description, quantity, delivery schedule, price and special payment or delivery terms, if any (the "Order Details"), appearing on the first page of this invoice, GAITER KING hereby objects to and rejects any contrary or additional terms and conditions, including but not limited to those appearing on, incorporated by reference in or attached to a corresponding purchase order. Your acceptance of this invoice by tendering payment to GAITER KING shall constitute acceptance of these terms and conditions. These terms and conditions are subject to change, and that the terms and conditions in effect at the time of each new order shall be those on located at https://gaiterking.com/pages/terms-conditions at the time each invoice is issued to customer. If you have any issue accessing the terms and conditions, or would otherwise like to request a written copy of the terms and conditions, then please respond to the email account that issued this invoice, along with a copy to firstname.lastname@example.org.
2. Billing and Payment.
A) Payment shall be due upon the receipt of invoice unless separately agreed to in writing by Seller. In the event that Seller extends credit, then Seller will assess (i) service charges of one and one-half percent (1-1/2%) per month (18% annually) on past due accounts and (ii) the highest permissible fee for all returned checks. Notwithstanding the foregoing, Seller may require payment in advance and Seller reserves the right to hold shipment of products until after receipt of Customer's payment in Seller’s sole discretion.
B) Prices quoted by Seller are exclusive of, and Customer agrees to pay, any foreign, federal, state or local excise, sales, use, personal property or any other taxes or duties. Any certificates or other evidence of applicable exemptions to such taxes or duties must be made available to Seller prior to invoicing or such taxes or duties will be charged to Customer; provided, however, that if Seller does not collect such items from Customer and is later requested or required to pay the same to any taxing authority, Customer will promptly make such payment to Seller or, if requested by Seller, directly to such taxing authority.
C). If any particular invoice is not paid when due, Customer agrees to pay all collection costs if this account is referred outside for collection. If suit is brought to collect this account, Customer agrees to pay all costs and reasonable attorneys' fees, including all costs and reasonable attorneys' fees incurred on any appeal to an appellate court, and all costs and legal fees of any credit card charge back.
3. Delivery. All prices are F.O.B. Seller's place of business in Los Angeles, California, unless otherwise agreed to in writing by Seller. Unless specified by Customer, Seller shall arrange for transportation of the products ordered by any appropriate means of transportation, as determined by Seller. Customer agrees to pay all transportation charges incurred after the products are delivered to the carrier (including all shipping charges), unless otherwise agreed in writing by Seller. Where Customer furnishes special transportation instructions, any special expense is to be borne by the Customer, including special handling, packaging and additional freight charges. When export packing is required, any extra charges such as export duties, licenses, fees and the like shall be borne by Customer.
4. Title; Risk of Loss. Title and risk of loss of or damage to the products or any part of the products shall pass to the Customer upon delivery to carrier at the point of shipment at Seller 's place of business in Los Angeles, and Customer shall have the responsibility of filing any damage claims with the carrier. Orders are generally not shipped with insurance, and it is Customer 's responsibility to request or obtain insurance for all orders. If Customer desires to have insurance for the shipment, then Customer shall provide a request in writing to Seller within three (3) business days from the date of receipt of this invoice, or Customer waives the right to have insurance for shipment of the Goods. Customer shall pay for all costs of insurance, if Customer so elects to insure shipment.
5. Notice for Non-Conformity and Shortages. Customer must inspect all shipments immediately upon receipt. Seller and the carrier must be notified of any non-conformity and/or shortages within two (2) business days of Customer's receipt of each shipment or partial shipment. The parties agree that this term varies Customer’s rights under the Uniform Commercial Code. Customer's failure to promptly report any damage and/or shortage to Seller will result in waiver of any liability against Seller for shortage or non-conformity.
6. Approval; Cancellation; No Returns or Refunds. Unless otherwise agreed in a writing signed by authorized representatives of Customer and Seller, Seller does not accept any cancellation of orders and all products and orders and non-refundable. Customer has the right to approve a sample; however, if Customer fails to request a sample or receives a sample and fails to notify Seller within two (2) business days after receipt of sample that Customer rejects the sample, then Customer shall irrevocably waive all rights to cancel or change its order. All sales are final, and no returns or refunds are permitted whatsoever. Notwithstanding anything to the contrary herein, Customer may not cancel or return any orders for custom merchandise manufactured to Customer's specifications.
7. Warranties. Seller's only warranty is that the products will reasonably conform to the sample provided to Customer. Seller provides no other warranty and makes no claims that its products prevent exposure to any virus or disease, or otherwise prevent inhalation of any amount of particles. THESE WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO EMPLOYEE OR AGENT OF SELLER, OTHER THAN AN OFFICER OF SELLER, IS AUTHORIZED TO MAKE ANY WARRANTY IN ADDITION TO THE FOREGOING.
8. Limitation of Customer's Remedies. IN NO CASE SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS AND/OR BUSINESS INTERRUPTION, BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT, OR ANY OTHER LEGAL, EQUITABLE OR STATUTORY CLAIM, CAUSE OF ACTION OR LEGAL THEORY. IN ANY EVENT, SELLER SHALL BE SOLELY LIABLE FOR ACTUAL DAMAGES CAUSED BY SELLER'S BREACH AND SELLER'S MAXIMUM LIABILITY HEREUNDER, REGARDLESS OF THE LEGAL THEORY, SHALL NOT EXCEED THE CONTRACT PRICE OF THE PRODUCTS FURNISHED BY SELLER.
9. Seller's Remedies. Without waiving any other rights or remedies available to it under applicable law or otherwise, Seller may, at its option, defer shipment or deliveries hereunder, or under or pursuant to any other contract with Customer, until Customer tenders payment in full and all past-due accounts of Customer to Seller have been satisfied in full. Any rights or remedies of Seller granted in these Terms and Conditions shall be in addition to and not in lieu of any other rights or remedies Seller may have at law or in equity.
10. Delay. Delivery dates are approximate and are not guaranteed, and Seller shall not be liable for damages of any kind resulting from any delays in fulfillment, shipment or delivery of orders. Furthermore, Seller shall not be liable for any other loss, damage, cost or expense due to causes beyond its reasonable control, such as acts of God, acts of Customer, acts of civil or military authority, disease, fires, strikes, floods, epidemics, war, riot, delays in transportation, government restrictions or embargoes, or difficulties in obtaining necessary labor, materials, manufacturing facilities or transportation due to such or similar causes. In the event of a delay in delivery in excess of 90 consecutive days, Customer has the right to terminate its order as to the undelivered portion thereof without penalty.
11. Exports. If the products are to be exported, this order is subject to Seller's ability to obtain export licenses and other necessary papers within a reasonable period. Customer will furnish all Consular and Customs declarations and will accept and bear all responsibility for penalties resulting from errors or omissions thereon. Customer shall not re-export the products or any products or items which incorporate the products if such re-export would violate U.S. export laws. Seller does not agree to export any products without signed written confirmation.
12. Custom Orders. If Customer is supplying artwork, photographs, or any other images ( Artwork) to be printed onto the products, then Customer agrees that: 1) Customer represents and warrants that it has the right and/or license to use the Artwork, and that Customer 's use of the Artwork does not infringe upon any third party copyright, trademark, or other intellectual or proprietary right; 2) if Customer violates these representations and warranties, then Customer shall indemnify Seller if any third party sues or institutes litigation against Seller alleging infringement of intellectual property rights.
13. Governing Law; Venue; Actions. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California without regard to principles of conflicts of laws. Seller and Customer consent to the sole and exclusive venue and jurisdiction of the federal and state courts situated in or having jurisdiction over Los Angeles, California The parties agree to modify the applicable statute of limitations as follows: any action relating to or arising under the sale of the Products, these Terms and Conditions, or otherwise for any loss or damage with respect to the products sold by Seller must be commenced within one hundred and eighty (180) days from the date of delivery of such products or such claim shall be forever barred.
14. Entire Agreement. Other than the Order Details, these Terms and Conditions constitute the entire agreement between the parties, there being no other promises, terms, conditions, or obligations, referring to the subject matter not contained herein. If any term or provision of this contract shall to any extent be invalid or unenforceable, the remainder of the contract shall not be affected thereby, and each term and provision of this contract shall continue to be valid and enforced to the fullest extent permitted by law. Any modifications hereto shall be in writing and signed by both parties.
If you would like a printed copy of these Terms and Conditions, please contact Gaiter King by email at info@GaiterKing.com.