Bulk Sales Terms of Sale
Terms of Sale
The sale of all goods and services (“Goods”) by S3B CAPITAL, LLC, dba JUVITUS (“Seller”) to the “Buyer”, collectively the “Parties”, shall be subject to and governed exclusively by the following terms of sale (“Terms”):
- Process: Buyer must request a quote for “Goods” from Seller in writing. Seller will issue a written quote (“Quote”) and the quoted prices are effective until the expiration date of the Quote but may change due to shortages in materials or resources, increase in the cost of manufacturing, or other factors. Buyer may order the Goods quoted by Seller by accepting the Quote in writing and remitting full payment due to the Seller. The Seller may either accept or reject the Buyer’s accepted Quote. The Seller can accept the Buyer’s accepted Quote only in writing and not verbally or by its course of conduct. The Seller shall not have any obligations, including reserving any Goods for the Buyer, until it has expressly accepted the Buyer’s accepted Quote and received full payment. Once the Seller accepts the Buyer’s accepted Quote and receives full payment, the Quote is thereafter referred to as an “Order”. Upon Seller’s acceptance, it will then issue an “Invoice” to the Buyer. All Terms herein are expressly incorporated in the Order and the Invoice.
- Exclusive Governing Provisions: The Buyer agrees that it has had a chance to review these Terms. The Buyer expressly agrees and assents to these Terms by expressly accepting the Quote in writing.
- Payment Terms: Payment is due upon receipt of this Quote.
- Taxes. The Seller’s prices do not include sales, use, manufacturer’s, retailer’s, occupation, excise, VAT or any similar or other tax, fee, duty, tariff or other charge imposed by any governmental authority on any transaction between the Seller and the Buyer. The Buyer shall furnish evidence of any sales tax exemption and shall warrant the validity and accuracy thereof. In all events, any such tax, fee, duty, tariff or other charge, even if initially advanced by the Seller or by any export-import broker, shall be the sole obligation of, and shall be promptly paid by, the Buyer.
- Transportation Terms: Buyer will take possession of the Goods at 150 N La Brea Ave, Inglewood, CA 90301. However, as a courtesy to the Buyer, the Seller may assist or arrange for the Goods to be transported or shipped to a location mutually agreed upon by the Parties within the contiguous United States. Seller will not transport or arrange transportation to Alaska, Hawaii, US territories and islands, APO, EPO, commonwealths, or any international countries.
- Transportation Fees: Buyer is solely responsible for all transportation costs, including but not limited to freight, shipping charges, delivery, signature confirmation, lift gate, insurance, packaging and packing materials, skids, handling, and any other related fees in connection with or arising under the Order (“Transportation Fees”). Buyer may receive a separate invoice for Transportation Fees; upon full payment of the Transportation Fees and the remaining balance of the Invoice, Seller will release the Goods to a common carrier for transportation.
- Transportation Method: Seller will not ship or transport the Goods using its own vehicle or equipment. All Goods will be shipped via third party common carriers, which shall be solely determined by the Seller. Seller may choose to split the Order and transport the Goods in different shipments, using different carriers, or dates. If the Seller chooses to split the Order, it shall not be responsible or liable for any delay or other failure to perform by the Seller directly or indirectly caused by or resulting from the splitting of the Order.
- Estimated Ship Date: The Goods will be ready for transportation by the estimated pickup date on the Quote. This is only an estimated date, and the actual date may change to a later date. The Seller will not pay or be liable for any penalty or damages, whether liquidated or otherwise, for late delivery. Seller does not and cannot guarantee any shipment or delivery date.
- Returns and Refunds: Goods sold under the Order are not eligible for return, replacement, or refund, except for damaged or defective items. All sales are final. Buyer must notify Seller within ten (10) days of receiving the Goods of any damaged or defective items. Buyer is solely responsible for testing the Goods and ensuring their compatibility and suitability for their intended use. All claims for shortages, defects or other non-conformities in Goods delivered must be made in writing by the Buyer to the Seller within ten (10) days after receipt by the Buyer. Failure to notify the Seller in writing of any claim within ten (10) days after receipt by the Buyer shall constitute an irrevocable acceptance of the Goods and an admission by the Buyer that the Goods comply fully with all Terms and / or specifications of the Quote or Order. If the Buyer rejects any Goods, the Buyer shall fully specify all claimed defects and other non-conformities in the notice of rejection sent to the Seller within such ten (10) day period. The failure to specify any particular defect or other non-conformity shall constitute a waiver by the Buyer of that defect or other non-conformity. If the Buyer rejects any Goods, the Buyer shall ship the Goods to the place designated by the Seller within twenty-four (24) hours. The Buyer expressly waives its right to a security interest in the Goods under Section 2-711 of the Uniform Commercial Code or under any other law.
- Risk of Loss: Delivery of Goods to a common carrier will constitute delivery to Buyer, and all risk of loss will thereupon pass to Buyer at that point. It is Buyer’s sole responsibility to ensure against such risk of loss. However, title in and to all Goods shall remain in Seller until payment is made in full by Buyer and received by Seller.
- Warranties: THE SELLER IS SELLING THE GOODS TO BUYER ON AN “AS IS” BASIS. THE SELLER DOES NOT WARRANT THE GOODS IN ANY FASHION AND THERE ARE NO WARRANTIES ON THE FACE OF THE QUOTE OR ORDER. TO THE FULLEST EXTENT OF THE LAW, SELLER EXPLICITLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, WARRANTY OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF INTELLECTUAL PROPERTY, WARRANTY OF ACCURACY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. SELLER WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE SALE OF GOODS, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. FURTHERMORE, THERE ARE NO IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE BETWEEN SELLER AND BUYER.
- Authority to Bind: No agent, employee, or other representative of Seller shall have authority to bind Seller to any representation, promise, affirmation, or warranty regarding any goods purchased that are subject to this Quote or Order. There are no representations between the Parties other than those expressly set forth in these Terms and all reliance with respect to any representations is solely on representations expressly set forth in these Terms.
- Limitation of Liability: SELLER, ITS OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, AGENTS, LICENSORS, SUPPLIERS, PARENT SELLER, AND AFFILIATES WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SALE OF GOODS UNDER THE QUOTE, ORDER, OR TERMS UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, INFRINGEMENT, INTELLECTUAL PROPERTY, OR ANY OTHER THEORY OF LIABILITY. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES. Buyer hereby releases and forever waives any and all claims it may have against Seller or its officers, directors, owners, agents, owners, managers, or suppliers (including but not limited to claims based upon contract, negligence, torts, strict liability, infringement, intentional torts, recklessness, infringement, or other legal theories or violation of any laws) for losses or damages it sustains arising out of or in connection with this this Quote or Order.
- Indemnification. Buyer shall defend, indemnify, and hold harmless Seller, its officers, directors, employers, agents, owners, suppliers, licensors, suppliers, parent seller and affiliates from and against any and all claims, liabilities, demands, causes of action, damages, losses, penalties, fines, charges, assessments, impositions, costs, and expenses of any kind, arising out of the Quote or Order including without limitation Seller's tort, negligence, infringement, warranty, contract, intellectual property, strict liability, intentional torts, recklessness, violation of any laws, failure to deliver such Goods, or any other theory of liability.
- Remedy. Seller’s aggregate liability to Buyer in connection with or arising under the Quote or Order, whether arising out of Seller's tort, negligence, infringement, warranty, contract, intellectual property, strict liability, intentional torts, recklessness, violation of any laws, failure to deliver such Goods, or any other theory of liability shall not exceed the total amount paid to Seller pursuant to the Order. This is Buyer’s sole remedy for any action arising under this Quote or Order under any theory of liability.
- Severability. In case any provision of these Terms shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
- Governing Law and Choice of Forum. The Quote or Order shall be governed and construed in accordance with the laws of Los Angeles, State of California. Buyer consents and submits to the jurisdiction of the Courts of Los Angeles County, California, in connection with any suit, action, or other proceeding arising out of or based on the Quote or Order. Any cause of action or claim must be commenced within one (1) year from Date of Sale.
- Binding Arbitration. Any dispute or controversy (whether arising out of tort, negligence, infringement, warranty, contract, intellectual property, strict liability, intentional torts, recklessness, violation of any laws, failure to deliver such Goods, or any other theory of liability, whether preexisting, present or future, and including, but not limited to, statutory, common law, intentional tort and equitable claims) arising from or relating to this Quote or Order, the Goods sold under this Quote or Order, the interpretation or application of these Terms, termination or validity thereof, or the relationships which result from these Terms (collectively, a "Claim") will be resolved exclusively and finally by a binding arbitration. A judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party acknowledges and agrees that it is irrevocably and unconditionally waiving any right it may have to a trial by jury.
- Liquidated Damages: Buyer’s unilateral termination of the Order shall constitute a material breach and cause a substantial harm to Seller in amounts which are impossible to compute and ascertain with certainty. To avoid the cost and effort to attempt to calculate such damages, the Parties agree that in the event of such material breach, Seller shall be entitled to 40% of total sums paid by Buyer under the Order as its sole and exclusive remedy.
- Force Majeure. In the event of interruption of Seller's business in whole or in part by reason of fire, flood, wind, storm, earthquake, war, strike, riot, looting, civil conflict, embargo, acts of God, plague, epidemic, pandemic, outbreak of contagion, quarantine of employees, governmental action, shortage or inability to obtain materials or supplies, supply chain issues or delays, shortage of employees, or any act or event beyond the Seller’s control either of the foregoing nature or of any other kind, nature or description, the Seller shall not be responsible or liable for any delay or other failure to perform by the Seller directly or indirectly caused by or resulting from the preceding force majeure events, and Seller shall have the option of canceling the Quote or Order by written notification to the Buyer without any additional liability.
- Course of Dealing and/or Trade Usage: Buyer expressly disclaims their course of dealing and/or usage of trade from being considered in interpreting or modifying the terms of the Quote or Order.
- Waiver. Except as may be expressly provided in a writing and signed by the Seller and Buyer, the failure or delay by Seller to enforce or demand on strict performance of any provision of the Quote or Order shall not be construed as a waiver of these Terms or any of its provisions or the relinquishment of any rights under that provision in the future.
- Attorney's Fees. The Parties shall pay all of their own expenses relating to the transactions contemplated by this Quote or Order or disputes arising out of this Quote, Order or Terms, including, without limitation, the fees and expenses of their respective counsel, financial advisor accountants, and bankers, and any filing or other fees or charges.
- Integration. This writing is intended by the Parties as the final expression of their negotiations and is further intended as the complete and exclusive statement of all the terms of sale. No additional or different terms, whether contained in a purchase order or any other communication from the Buyer (whether written or oral and whether previously given or later asserted), shall be binding upon the Seller unless specifically agreed to in writing by the Seller.