AGREEMENT BETWEEN THE PARTIES: (a) The Terms and Conditions (the “Terms”) set forth herein shall govern the relationship between you as buyer (“Buyer”) and JR KINGDOM LLC as seller (“Seller”) (Buyer and Seller together referred to as the “Parties”). Orders for Seller’s products (“Products”) placed by Buyer shall be binding upon the Parties once accepted by Seller, which acceptance may be indicated by Seller’s transmission to Buyer of an order confirmation or when Seller bills or delivers all or any part of the merchandise specified in Buyer’s order. (b) These Terms supersede Buyer’s order form, if any, and constitute the entire agreement between the Parties. No terms, oral, written or otherwise, at variance with or in addition to the terms set forth herein, whether set forth in a purchase order or other document of Buyer or otherwise, shall be effective with regard to any transaction between Buyer and Seller unless specifically accepted in writing by Seller.
ORDERS; CANCELLATIONS; REVISIONS: (a) No modification or waiver of the Terms shall be effective against Seller unless in writing and signed by Seller. Any modification or waiver shall apply solely to the specific instance and for the specific purpose to which the modification or waiver is directed. Order revisions will only be valid with Seller’s prior written authorization and will only be accepted by Seller if the product ordered has not yet been placed into production. (b) Seller may cancel an order, in whole or in part, without liability, if Buyer becomes insolvent or suspends any of its operations or if any petition is filed or proceeding commenced by or against Buyer under any state or federal law relating to bankruptcy, reorganization, receivership, or assignment for the benefit of creditors, or if Seller believes that Buyer’s ability to make payment is or may become impaired or if Buyer is in default of payment or otherwise under any order or contract with Seller. Seller also reserves the right to cancel, in whole or in part, or to suspend or delay, in whole or in part, any orders due to: i. The unusually large size of the order; ii. Shortages of, or failure of Seller’s supplier’s to deliver, Products; or iii. Any other event of force majeure or beyond Seller’s control. (c) An order placed by Buyer and accepted by Seller can be canceled, suspended or extended only with Seller’s written consent.
ORDER SPECIFICATIONS: Continuation of business relationship is subject to reevaluation of JR KINGDOM LLC. (a) Buyer must specify in its order the style, color and quantity of Products requested at the time of ordering.
PRICING: Orders are subject to Seller’s prices for Products in effect at the time of shipment. Prices do not include freight which are Buyer’s responsibility except as otherwise provided in this agreement.
PAYMENT: Unless otherwise agreed, payment shall be made in advance of shipment by credit card, wire transfer, company check or such other payment method acceptable to Seller. In the case of payment by credit card, Seller will process the charges not more than five business days in advance of shipping. In the case of payment by wire transfer or check, Buyer must commence the wire transfer or mail the check within two business days after receiving Seller’s pro forma invoice for such order. Seller may hold shipment of Products until Seller receives notice from its bank that Buyer’s form of payment has been honored. Should Buyer’s payment not be honored for any reason, Seller may cancel this contract, Buyer remaining liable for damages.
CREDIT: Seller is under no obligation to extend credit to Buyer. If Seller extends credit, Seller reserves the right to limit or revoke such credit for any reason.
DELIVERIES: Release of Products to a carrier shall constitute delivery to Buyer, and risk of loss shall thereupon pass to Buyer. Products held by Seller for Buyer for any reason shall be at Buyer’s risk as long as the buyer arranged the shipping.
SHIPMENTS: (a) Products are sold F.O.B. Seller’s distribution facility unless otherwise specified. Title and risk of loss or damage to the Products shall pass to Buyer upon acceptance of a shipment by a common carrier. (b) Shipments shall be made by a carrier selected by Seller. Buyer shall be liable for the cost of shipment from Seller’s distribution facility to the delivery address indicated by Buyer, which amount Seller shall separately identify on its invoice to Buyer. However, Seller shall bear the cost of shipments for orders in excess of $6,000 where delivery of all Products ordered is to the same address and by standard ground service shipment (e.g., not expedited, not overnight or second day delivery). (c) Although Seller will make every reasonable effort to avoid partial shipments, Seller has the right to make partial shipments. Payments for partial shipments will be charged consistent with the payment terms set forth in this agreement. (d) The delivery date of the goods is as specified by Seller. Delay in delivery of any installment shall not relieve Buyer of the obligation to accept remaining deliveries. Should delivery of all or any part of the Products be delayed by events beyond Seller’s control, such as strikes, natural or man-made disasters, government regulations or Seller’s inability to obtain labor, materials or services through its regular sources, Seller’s time for performance shall be extended by the period of delay, or Seller may, at its option, cancel this contract without liability, Buyer remaining liable to pay for shipments already made. (e) Seller’s obligations hereunder are subject to the condition that at time of shipment all legal and regulatory requirements shall have been complied with.
REPLACEMENT AND CREDITS: (a) Buyer shall inspect Products upon arrival at Buyer’s delivery address to confirm that Products conform to the Product description, that the quantities and assortments are correct, and that the Products are not defective. Buyer shall immediately, and in no event later that 10 business days following arrival of Products, notify Seller in writing of any claimed non-conformance, under shipment, mis-assortment or defect, and Buyer shall follow Seller’s claim instructions and the provisions of this agreement. (b) For the non-confirming and defective Products notified by Seller and confirmed by Buyer in accordance with Section 9(a) of this Terms, Seller will provide replacement or credits to Buyer at Seller’s discretion. Unless requested by Seller, those non-confirming and defective Products shall not be returned to Seller. All claims shall be directed to Seller at firstname.lastname@example.org.
STORE and INTERNET SALES: (a) Buyer may only sell Products at the brick-and-mortar store locations and via the websites identified in by Buyer in the BUSINESS CONTACT INFORMATION form and accepted by Seller. Buyer shall not, without Seller’s prior written authorization, sell Products via any other website, including without limitation Amazon and E-Bay. Buyer shall have the right to suspend deliveries and may terminate all accepted orders and other contracts with Buyer in the event of any unauthorized sales by Buyer. (b) For internet sales, Buyer may only use those images of Products provided by Seller which use is subject to Seller’s prior written approval. Buyer’s authorized use of Seller’s images of Products must be tasteful and appropriate as determined solely by Seller.
EXCLUSION OF WARRANTIES: (a) Seller warrants that the Products delivered hereunder shall conform with the description of Seller’s merchandise. (b) The remedies set forth herein, including those provided in the “Replacement and Credits” provision of this agreement, constitute Buyer’s sole and exclusive remedy and Seller’s sole obligation with respect to the Products. Seller makes no other warranty or representation with respect to the Products, either express or implied, including without limitation, that of merchantability or fitness for a particular use. JR KINGDOM LLC only holds responsibilities for manufacture defects. (c) Failure to inspect the Products and make a claim in writing and within the time period provided in this agreement shall constitute an irrevocable acceptance of the Products and an admission by the Buyer that the Products fully comply with all terms, conditions and specifications for such Products. (d) Seller shall not be liable for direct, indirect, incidental, special or consequential damages, under any circumstances, including, but not limited to, damage or loss resulting from inability to use the Products, lost profits, increased operating costs or loss of sales, or any other damages.
CONSTRUCTION: (a) This contract contains the entire agreement between the Parties and supersedes any prior or contemporaneous oral or written agreements or communications between them relating to the subject matter hereof. (b) Waiver by Seller of any provision of this contract, or any breach by Buyer, shall not constitute a continuing waiver and Seller shall retain the right to insist upon the operation of all provisions hereof and to enforce its rights with respect to any subsequent breach.
EFFECTIVE PERIOD: (a) These Terms shall become effective as of the date of its execution on [date to be inserted], shall continue in full force and effect until terminated as hereinafter provided; (b) Seller may terminate these Terms anytime with 30-day prior notice to Buyer, and Seller shall have no liability to Buyer.
GOVERNING LAW; ARBITRATION: These Terms shall be governed by the laws of the State of California. Any controversy or claims arising out of or relating to any sale hereunder shall be determined and settled by arbitration in Los Angeles, California, in accordance with the Commercial Rules of the American Arbitration Association by a panel of one (1) arbitrator. The Parties agree that the arbitrator shall have the power to award damages, injunctive relief and reasonable attorneys’ fees and expenses to any party in such arbitration. The arbitration award will be final as between the Parties and judgment thereon may be entered in any court of competent jurisdiction. Any Party may make an application for the issuance of a temporary restraining order and/or preliminary injunction from any court of competent jurisdiction pending the determination of any controversy pursuant to the arbitration provisions set forth in this paragraph.
STATUTE OF LIMITATIONS: Any action for breach of contract hereunder, except for actions by Seller to collect sums due for goods sold and delivered, must be commenced within one year of accrual.
SEVERABILITY: If any provision of these Terms shall, to any extent, be invalid or unenforceable, the remainder of these Terms shall not be affected.
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