Terms of service

　

ORDER

• Minimum opening order: $400
• Re-order: $300

MOQ

MOQ is the order unit shown on the product detail or listed view of the product page on the website.

Please order in multiples of the MOQ.

PRICES AND TAXES

Prices of products on the Website are in US$ and are subject to change without notice. Applicable sales tax will be charged on merchandise total, where applicable. Taxes are calculated according to business type, shipping destination and itemized on the Order Summary page.

PAYMENT

KINTO USA accepts: VISA, MASTERCARD, AMEX, DISCOVER, Apple/Google Pay and Payal.

SHIPPING

Shipping is not included

All shipments are FOB Aurora, Colorado.

Shipping options are available at the time of check out

We ship all our orders UPS Ground

We do not ship to PO Boxes/APO/FPO addresses. Orders can take up to 3 business days to be processed and shipped out. Once your order is prepared for shipment you will receive a shipping confirmation email with your tracking information. Shipping lead time is;

SHIPPING RATE

Shipping is approximately

RETURN

We accept returns of unused products in their original packaging and in resellable condition, within 10 days of receipt of purchase. Any product damage and/or defects must be reported within 5 days of receipt of the product.

Please review our return policy.

WARRANTY

What is covered under the Limited Warranty?

Manufacturing defects

Duration of Limited Warranty:

Each limited warranty lasts for 6 months

Conditions for the Limited Warranties:

The limited warranties are valid from the date of purchase. The original purchase receipt is required as proof of purchase.

OVERVIEW

This website is operated by KINTO USA. Throughout the site, the terms “we”, “us” and “our” refer to KINTO USA. Kinto USA offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.

SECTION 1 - ONLINE STORE TERMS

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of your Services.

SECTION 2 - GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES

Prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

SECTION 5 - PRODUCTS OR SERVICES (if applicable)

Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.

We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

For more detail, please review our Returns Policy.

SECTION 7 - OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

SECTION 8 - THIRD-PARTY LINKS

Certain content, products and services available via our Service may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 10 - PERSONAL INFORMATION

Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy.

SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 12 - PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall KINTO USA, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 14 - INDEMNIFICATION

You agree to indemnify, defend and hold harmless KINTO USA and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SECTION 15 - SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 16 - TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

SECTION 17 - ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 18 - GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of California

SECTION 19 - CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

SECTION 20 - CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at info@kinto-usa.com.

Kindness goes a long way.

In a spirit of mutual respect, we ask all of our customers to commit to having a kind, courteous dialogue when addressing any questions or concerns with us. We will always do our best to solve any issues that may arise and will continue our shared effort to exceed your expectations throughout your entire KINTO experience.

RETURN POLICY

KINTO stands behind the quality of everything we sell and hope you're happy with your product. Our products are fully warranted against defects in materials. Our policy is to issue a credit for qualifying merchandise returned in original, unused condition within 30 days of your shipment confirmation date. Items must be unused in their original package.
If you're unsatisfied with products you purchased from KINTO, you can return your item(s) as follows:

• Items purchased can be returned online within 10 days of purchase.
• You must have an original invoice number to complete your return
• Items must be unused in their original packaging.
• Items purchased cannot be returned in store.

How do I return?

1. Click on the below link, enter your order number and email address in the relevant fields and click Find your order: https://kintous.myreturnscenter.com
2. Follow the screen instructions and select the items you want to return
3. You will get a confirmation email with shipping guidelines

If we shipped you the incorrect item, please contact our Customer service Team at sales@kinto-usa.com. It is important that you contact us before returning your item, so that we may assist you with your return. Before you contact us, please have your order number available and be prepared with a detailed description of the difference between the item you ordered and the item you received.

If you ordered the wrong items you can still return your order but you are responsible for shipping cost to the Return Center.

All products returned must be securely wrapped. Received return product that is damaged due to inadequate packaging will not be approved for return. You are responsible for the arrival of the package at our warehouse, so we encourage you to ship via a trackable carrier.

It takes 3 business days to process and credit all returns upon receipt and inspection of your returned item(s). Please note, it may take 5-10 business days for your return to arrive at our returns facility before it can be processed.

 

GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS

1.Applicability.

(a) These terms and conditions of sale (these "Terms") are the only terms that govern the sale of the goods ("Goods") by Kinto USA, Inc., a California corporation (“KINTO“ or "Seller") to the buyer indicated on KINTO’s purchase order form ("Buyer"). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.

(b) The accompanying KINTO’s purchase order form (the "Purchase Order Form" and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms.

(c) These Terms applies only to business customers which are legal persons that purchase the Goods for either (i) themselves and for business use which means that the Goods are used at Buyer’s address, in its premises or place of operation which can be supervised public spaces such as restaurants, pools, beaches, hotels, multi family or rental units, and corporate environments, or (ii) reselling purposes (“Reseller“), but in that case certain terms, such as the limited warranty set forth in the Section 13, would be applicable only to the end user.

2.Order.

(a) A “Valid Order“ is either a “Valid Prepaid Order“ or a “Valid Unpaid Order“ as defined herein. Such determination is made exclusively by Seller, at its sole discretion, and depends on multiple factors including but not limited to the length of the commercial relationship between the parties.

(b) A “Valid Prepaid Order“ means an order that (i) is placed by a Buyer who returned to Seller a Purchase Order Form completed, (ii) meets the Minimum Order (defined in Section 5), (iii) for which Buyer paid in full the total purchase price for the corresponding Purchase Order Form, and (iv) confirmed by Seller.

(c) A “Valid Unpaid Order“ means an order that (i) is placed by a Buyer who returned to 6550 N DENALI STREET SUITE 130 AURORA, CO 80019. Seller a Purchase Order Form completed, (ii) meets the Minimum Order (defined in Section 5), (iii) for which Buyer will pay the purchase price for the corresponding Purchase Order Form after receiving an invoice from Seller, and (iv) confirmed by Seller.

3.Availability and Delivery.

(a) Seller will make available any and all goods ordered by a Buyer within a reasonable time after the receipt by Seller of a Valid Order, subject to availability of Goods and the following terms and conditions.

(b) Unless otherwise agreed in writing by the parties, Seller shall make available the goods listed in a Valid Order to Buyer or Buyer’s carrier at Seller’s warehouse located at 6550 N DENALI STREET SUITE 130 AURORA, CO 80019 (the "Availability Point") using Seller's standard methods for packaging and shipping such Goods. Buyer or Buyer’s carrier shall be sole responsible for loading and transporting the Goods and thus shall have the equipment and labor reasonably suited for carrying such tasks. Buyer or Buyer’s carrier shall pick up the Goods within Seven (7) days of Seller's written notice that the Goods are available at the Delivery Point ("Notice of Availability”). If Buyer uses the services of a carrier, Buyer shall be sole responsible for all loading and transportation costs.

(c) If for any reason Buyer or Buyer’s carrier fails to pick up the Goods pursuant to Seller's Notice of Availability, Seller will either:

4.Liquidated Damages.

“Liquidated Damages“ means an amount equal to [[percentage] of the total net amount of Valid Prepaid Order that is considered canceled] {OR} [a flat fee]. The parties intend that the Liquidated Damages constitute compensation, and not a penalty. The parties acknowledge and agree that the Seller’s harm caused by Buyer in this context would be impossible or very difficult to accurately estimate at the time it occurs, and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from such Buyer’s breach.

5.Minimum Order.

“Minimum Order“ means an order of minimum (i) Four Hundred U.S. Dollars ($400.00 USD), excluding transporting costs if any, for a first-time order; or (ii) Three Hundred U.S. Dollars ($300.00 USD), excluding transporting costs if any, for a re-order. Seller will only accept Valid Orders (as defined in Section 2).

6.Quantity.

(a) Seller may, in its sole discretion, without liability or penalty, make available to Buyer only partial quantities of the Goods ordered in a Valid Order. In this case, Seller shall inform Buyer of such partial availability of the Goods. The quantity of Goods provided to Buyer shall be indicated by Seller in the Notice of Availability; it is conclusive evidence of the quantity received by Buyer on delivery. Buyer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall.

(b) If Seller makes available partial quantities of a Valid Prepaid Order, Seller will issue a credit for the quantity of Goods that is not available. If Seller makes available partial quantities of a Valid Unpaid Order, Buyer shall pay for such Goods the price set forth in the Purchase Order Form adjusted pro rata.

(c) Seller's Goods are sold in accordance with a standard packing quantity (“SPQ”) that is the number of units of a product contained in package. Seller does not sell less units than the applicable SPQ for each Good. The SPQ for each Good is indicated on the Seller’s Purchase Order Form.

7.Shipping Terms.

(a) As indicated in Section 3, Goods are made available by Seller at Availability Point (i.e., not delivered by Seller), unless (1) Seller agrees in writing to contract the services of a carrier to deliver the Goods elsewhere and (2) Buyer accepts to pay an additional fee (“Shipping Fees“).

(b) Seller generally uses the transportation services of UPS ground or LTL (“Seller’s Carriers“). Seller’s Carriers are responsible for any loss or damage to the Goods in transit until the place of delivery. Buyer may accept to process a Buyer’s claim against one of Seller’s Carrier for any loss or damage in transit, provided that (1) Seller receives such claim within Twenty-Four (24) hours of the delivery of the Goods and (2) a Buyer’s representative made a note of the damages on proof of delivery.

(c) Unless otherwise agreed in writing by Seller, Seller shall not be liable for any delays, loss, or damage in transit.

8.Title and Risk of Loss.

Title and risk of loss pass to Buyer upon release of the Goods at the Availability Point. Seller shall not be responsible for loading or transporting the Goods, unless otherwise agreed in writing by Seller.

9.Amendment and Modification.

These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.

10.Inspection and Rejection of Nonconforming Goods.

(a) Buyer shall inspect the Goods upon receipt. Buyer will be deemed to have accepted the Goods unless it notifies to Seller, within Seven (7) of receipt (“Notice Period“) and in writing of any Nonconforming Goods and furnishes such written evidence or other documentation as required by Seller. "Nonconforming Goods" means only the following: (i) a product shipped is different than identified in Buyer's Purchase Order Form; (ii) product's label or packaging incorrectly identifies its contents; or (iii) for customized goods (e.g., bearing Buyer’s mark) when the customized print is not in the right position, the wrong size or color. Shall not be considered Nonconforming Goods the products which present slight color variations, small glass bubbles, or wood knots.

(b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price (defined below) for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller's facility located at [6550 N DENALI STREET SUITE 130 AURORA, CO 80019]. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer's shipment of Nonconforming Goods, either make available at Availability Point or ship to Buyer at Buyer's expense and risk of loss, the replaced Goods.

(c) Buyer acknowledges and agrees that the remedies set forth in Section 10(b) are Buyer's exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 10(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.

11.Price.

(a) Buyer shall purchase the Goods from Seller at the prices (the "Price(s)") set forth in Seller's Purchase Order Form in force as of the date that Seller accepts Buyer's purchase order. If the Prices are increased by Seller before the Goods are made available or delivered to Buyer, then these Terms shall be construed as if the increased prices were originally inserted herein, and Buyer shall be invoiced by Seller on the basis of such increased prices.

(b) All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personnel, or real or personal property or other assets. Buyer shall also be responsible for the payment of any transportation costs.

12.Payment Terms.

(a) For a Valid Prepaid Order, Buyer shall pay all amount due that are reproduced in a purchase order upon submission of the Purchase Order Form duly completed. In this case, preparation and shipment of a Buyer’s order is subject to Buyer’s payment, in full, of the purchase price set forth in the Purchase Order Form.

(b) For a Valid Unpaid Order, Seller shall issue an invoice reproducing all amount due by Buyer pursuant to the Purchaser Order Form that has been completed by Buyer. The invoice shall set forth at which date payment is expected which will not exceed Thirty (30) days from the date of Seller's invoice. Buyer shall pay interest on all late payments at the lesser of the rate of Five percent (5%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees.

(c) Buyer shall make all payments hereunder by wire transfer (including electronic fund transfer via the Automated Clearing House (ACH) network), or major credit cards and in U.S. dollars.

(d) In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods purchased pursuant to a Valid Unpaid Order if Buyer fails to pay any amounts when due hereunder and such failure continues for Seven (7) days following written notice thereof.

(e) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy, or otherwise.

(f) Resellers are responsible for all credit risks regarding, and for collecting payment for, all Goods sold to third parties (including end users), whether or not Reseller has made full payment to Seller for the Goods. The inability of Reseller to collect the purchase price for any Good does not affect Reseller’s obligation to pay Seller for any Good.

13.Limited Warranty.

(a) Seller warrants to Buyer that for a period of Six (6) months from the date of shipment of the Goods ("Warranty Period"), that such Goods will conform to Seller's published specifications in effect as of the date of manufacture and will be free from material defects in material and workmanship.

(b) EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 13(A), SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

(c) The Seller shall not be liable for a breach of the warranty set forth in Section 13(a) unless: (i) Buyer gives written notice of the defect, reasonably described, to Seller within Seven (7) days of the time when Buyer discovers or ought to have discovered the defect; (ii) Seller is given a reasonable opportunity after receiving the notice to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller's place of business at Seller's cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer's claim that the Goods are defective.

(d) The Seller shall not be liable for a breach of the warranty set forth in Section 13(a) if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Seller.

(e) Subject to Section 13(d) and Section 13(e) above, with respect to any such Goods during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller's expense, return such Goods to Seller.

(f) THE REMEDIES SET FORTH IN SECTION 13(F) SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 13(A).

(g) FOR RESELLERS: THE WARRANTY SET FORTH IN SECTION 13(A) DOES NOT APPLY TO THE RESELLERS. IN THIS CONTEXT, THE LIMITED WARRANTY IS MADE SOLELY TO AND FOR THE END USERS’ BENEFIT AND SHALL APPLY FROM THE DATE OF PURCHASE OF THE GOODS BY THE END USER AND LAST FOR THE PERIOD INDICATED ABOVE. THE RESELLER SHALL INCLUDE (I) A WRITTEN WARRANTY STATEMENT ALONG WITH THE SALE OF THE GOODS, OR (II) PROVIDE SELLER’S STANDARD LIMITED WARRANTY IN FORCE WHEN THE GOODS ARE DELIVERED BY RESELLER TO END USER. NO WARRANTY IS EXTENDED TO RESELLER UNDER THIS AGREEMENT. RESELLER SHALL NOT PROVIDE ANY WARRANTY REGARDING ANY GOOD OTHER THAN THE SELLER LIMITED WARRANTY DESCRIBED IN THIS SECTION 13.

14.Limitation of Liability.

(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER PURSUANT TO THE RELEVANT VALID ORDER.

(c) The limitation of liability set forth in Section 13(b) above shall not apply to (i) liability resulting from Seller's gross negligence or willful misconduct and (ii) death or bodily injury resulting from Seller’s acts or omissions.

15.Resellers' acts.

(a) Resellers shall not make any representations, warranties, guarantees, indemnities, similar claims, or other commitments: (i) actually, apparently, or ostensibly on behalf of Seller, or (ii) to any end user regarding the Goods, which representations, warranties, guarantees, indemnities, similar claims, or other commitments are additional to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, similar claims, or other commitments in this Agreement or any written documentation provided by Seller to Reseller.

(b) Resellers shall contact Seller prior to reselling any Goods on any online marketplace.

16.Insurance.

During the term of this Agreement, Buyer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) with financially sound and reputable insurers. Upon Seller's request, Buyer shall provide Seller with a certificate of insurance from Buyer's insurer evidencing the insurance coverage specified in these Terms. Buyer shall provide Seller with Thirty (30) days' advance written notice in the event of a cancellation or material change in Buyer's insurance policy. Except where prohibited by law, Buyer shall require its insurer to waive all rights of subrogation against Seller's insurers and Seller.

17.Compliance with Law.

Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

18.Termination.

In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

19.Waiver.

No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

20.Confidential Information.

All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

21.Intellectual Property.

(a) “Intellectual Property Rights” shall mean all industrial and other intellectual property rights comprising or relating to: (i) patents, (ii) trademarks, (iii) internet domain names, (iv) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, (v) trade secrets, and (vi) all industrial and other intellectual property rights, in each case whether registered or unregistered.

(b) Seller hereby grants to Reseller a non-exclusive, non-transferable, and non-sublicensable license to use Seller’s trademarks in the U.S. during the Agreement solely on or in connection with the promotion, advertising, and resale of the Goods. Reseller will promptly discontinue the display or use of any trademark to change the manner in which a trademark is displayed or used with regard to the Goods when requested by Seller. Other than the express licenses granted herein, Seller grants no right or license to Reseller, by implication, estoppel, or otherwise, to the Goods or any Intellectual Property Rights of Seller.

(c) Subject to the express rights and licenses granted by Seller herein, Reseller acknowledges and agrees that: (i) any and all Seller’s Intellectual Property Rights are the sole and exclusive property of Seller or its licensors; (ii) Reseller shall not acquire any ownership interest in any of Seller’s Intellectual Property Rights under this Agreement; (iii) any goodwill derived from the use by Reseller of Seller’s Intellectual Property Rights inures to the benefit of Seller or its licensors, as the case may be; (iv) if Reseller acquires any Intellectual Property Rights in or relating to any Good purchased under this Agreement (including any rights in any trademarks, derivative works or patent improvements relating thereto), by operation of law, or otherwise, these rights are deemed and are hereby irrevocably assigned to Seller or its licensors, as the case may be, without further action by either Party; and (v) Reseller shall use Seller’s Intellectual Property Rights solely for the purposes of performing its obligations under this Agreement and only in accordance with this Agreement and the instructions of Seller.

(d) Reseller shall not: (i) take any action that may interfere with any of Seller’s Intellectual Property Rights, (ii) challenge any right, title, or interest of Seller related to Seller’s Intellectual Property Rights, (iii) make any claim or take any action adverse to Seller’s ownership of Seller’s Intellectual Property Rights, (iv) register or apply for registrations, anywhere in the world, for Seller’s trademarks or any other trademark that is similar to Seller’s trademarks or that incorporates Seller’s trademarks in whole or in confusingly similar part, (v) use any mark, anywhere, that is confusingly similar to Seller’s trademarks, (vi) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the Goods or any Seller’s trademark, (vii) misappropriate any of Seller’s trademarks for use as a domain name without prior written consent from Seller; and (viii) alter, obscure, or remove any of Seller’s Intellectual Property Rights notices placed on the Goods, marketing materials, or other materials that Seller may provide.

(e) On expiration or earlier termination of this Agreement, Reseller’s rights under this Section cease immediately, and Reseller shall immediately cease all display, advertising, promotion, and use of all of Seller’s trademarks and shall not thereafter use, advertise, promote, or display any trademark, trade name, or product designation or any part thereof that is similar to or confusing with Seller’s trademarks or with any trademark, trade name, or product designation associated with Seller or any Goods.

22.Force Majeure.

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within Seven (7) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of Thirty (30) days following written notice given by it under this Section, either party may thereafter terminate this Agreement upon Seven (7) days' written notice.

23.Assignment.

Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

24.Relationship of the Parties.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

25.No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

26.Governing Law.

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.

27.Submission to Jurisdiction.

Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the City of Los Angeles and County of Los Angeles, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

28.Notices.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Purchase Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

29.Severability.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

30.Survival.

Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidential Information Governing Law, Submission to Jurisdiction and Survival.