TERMS AND CONDITIONS FOR SALE OF PRODUCTS
North Country Wind Bells, Inc. TERMS AND CONDITIONS FOR SALE OF PRODUCTS
Contract for the Sale of Goods. North Country Wind Bells, Inc. designs and crafts our original and authentic wind bells, echoing the sound of ‘buoy bells’ in unique designs. Included in North Country Wind Bells, Inc. work are hanging brackets of various styles and home décor.
These “Terms and Conditions for Sale of Products,” combined with North Country Wind Bells, Inc. Order Form and/or a North Country Wind Bells Inc. Invoice, establish the entire contract between North Country Wind Bells, Inc. and Customer for the manufacture and delivery of the products (“Contract”). Customer accepts the Contract by any one of the following actions: (a) signing the Contract and delivering the signed Contract (or a copy) to North Country Wind Bells, Inc., (b) sending a completed Order Form to North Country Wind Bells, Inc., (c) issuing a purchase order to North Country Wind Bells, Inc., (d) paying against a North Country Wind Bells, Inc. Invoice, (e) accepting North Country Wind Bells, Inc. products, or (f) confirming in writing acceptance of the Contract. The Contract can be modified only by a writing signed by an officer of North Country Wind Bells, Inc. and Customer. Any terms contained in any other document, such as a Customer purchase order or written communication, are expressly rejected by North Country Wind Bells, Inc. and are not part of the Contract. North Country Wind Bells, Inc. reserves the right to refuse any order. In addition, North Country Wind Bells, Inc. reserves the right to discontinue shipping products to customers who fail to abide by the terms of this contract.
Identification of Goods; Price. Customer agrees to purchase, and North Country Wind Bells, Inc. agrees to provide, the products identified in an applicable North Country Wind Bells, Inc.
Order Form or Invoice (“Products”). Any such North Country Wind Bells, Inc. Order Form or Invoice contains all material terms for the sale of products, including product description, quantity, and place of delivery and estimated date of delivery and/or shipping. Product prices are net shipping, delivery, insurance, and customs duties (if any), and are subject to change if not accepted within thirty (30) days of the date on any quotation provided by North Country Wind Bells, Inc. to Customer. Payment; Suspension of Delivery. Unless otherwise stated in an Order Form or Invoice, or unless Customer has established credit with North Country Wind Bells, Inc., Customer shall pay in full prior to shipment. Customer shall pay interest, on all overdue payments, at the lesser of eighteen percent (18%) per annum or the maximum rate permitted by law. Customer shall pay North Country Wind Bells, Inc.’s reasonable attorneys’ fees and expenses relating to attempts to collect overdue amounts. In addition to other remedies available to North Country Wind Bells Inc. under law and under this Contract, North Country Wind Bells, Inc. may terminate the Contract or suspend delivery of Products if Customer fails to make any payment when due.
Shipping and Delivery; Risk of Loss. Unless a method of shipment is identified in a North Country Wind Bells, Inc. Order Form or Invoice, North Country Wind Bells, Inc. shall select the method of shipment and delivery. All sales are F.O.B. North Country Wind Bells, Inc. shop, Round Pond, Maine.
Product Acceptance; Remedy for Delivery of Nonconforming Product. Customer shall inspect all Products upon receipt and report any shipping damages or nonconformance to the Order Form or Invoice to North Country Wind Bells, Inc. in writing within one (1) week. North Country Wind Bells, Inc., at its own expense, will replace any defective or nonconforming Products.
Quality / Reputation of Products. North Country Wind Bells, Inc. undertakes significant efforts to maintain its reputation for high quality products and excellent service. In accordance with North Country Wind Bells, Inc. efforts, you agree to resell Products to your customers in accordance with North Country Wind Bells, Inc. standards and procedures for the sale and marketing of North Country Wind Bells, Inc’s. products at your approved location.
Trademarks; Copyrights; Use of Proprietary Materials. You may use North Country Wind Bells, Inc.’s trademarks solely for the purpose of accurately identifying the Products you market and sell. You agree to change or correct, at your own expense, any material or activity that North Country Wind Bells, Inc. decides is inaccurate, misleading or a misuse of North Country Wind Bells, Inc. name, trademarks, or copyrighted works, in its sole discretion. You agree not to adopt any trademarks or register any domain name consisting of or confusingly similar to North Country Wind Bells, Inc.’s trademarks.
Alteration of Products. You agree not to alter or modify the Products in any way.
Retail Sales / Internet. Customer represents and warrants that it is purchasing Products under this Contract solely in connection with Customer’s operation of a physical retail store. North Country Wind Bells, Inc. agrees that customers may advertise our products on their websites, however customer agrees to designate such products as available for in-store purchase only. Internet sales are strictly prohibited without express written permission from North Country Wind Bells, Inc. North Country Wind Bells, Inc. prohibits the sale of its Products on Internet auction websites (such as eBay or Yahoo! Auctions) by active wholesale accounts. North Country Wind Bells, Inc. requires all customers to adhere to our MAP pricing which is available upon request. Customers found not adhering to MAP will be asked to adhere to MAP pricing, customers found to continuously fail the MAP pricing will have their contract terminated.
Limited Product Warranty. In addition to the Remedy for Delivery of Nonconforming Product, above, North Country Wind Bells, Inc. warrants, for the time period indicated on applicable product Warranty Registration Card, to the Customer (who must be the original purchaser) that the Products shall be free from defects in materials and workmanship; provided that this limited warranty shall be void if the Products are used in any manner not specifically recommended by, North Country Wind Bells, Inc. or are subject to abuse, misuse or alteration, or if the defect arises from some cause not inherent in the Product. If North Country Wind Bells, Inc. is unable to provide conforming Products, Customer may return the Products for a full refund. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, ARISING BY LAW OR CUSTOM, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED BY NORTH COUNTRY WIND BELLS, INC. AND WAIVED BY CUSTOMER.
Limitation of Liability. NOTWITHSTANDING ANYTHING IN THIS CONTRACT TO THE CONTRARY, NORTH COUNTRY WIND BELLS, INC. SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THE OBLIGATIONS UNDER THIS CONTRACT. THE TERM “CONSEQUENTIAL DAMAGES” SHALL INCLUDE, BUT NOT BE LIMITED TO, LOST PROFITS, LOSS OF USE, LOST REVENUE, AND COST OF CAPITAL.
Statute of Limitations. Neither party may bring any action, regardless of form, in connection with the Products or this Contract, more than two (2) years after the cause of action has accrued.
Force Majeure. Neither party shall be liable if its performance is delayed or made impossible or commercially impracticable due to acts of God, war, riot, fire, labor trouble, unavailability of materials or components, explosion, breakdown or accident, delay in transportation, plant shutdown, compliance with governmental requests, laws, regulations, order or actions, unforeseen circumstances, or causes beyond such party’s reasonable control. Governing Law, Jurisdiction and Venue. The Contract shall be governed by and construed in accordance with the laws of the State of Maine without reference to the choice of law principles thereof. The Convention on Contracts for the International Sale of Goods is expressly excluded. Each party irrevocably submits to the jurisdiction of the Courts of the State of Maine and the United States District Court for Maine and hereby waives, to the fullest extent it may effectively do so, the defenses of lack of personal jurisdiction or forum inconveniences.