The Seller is engaged in the business of selling goods.
The Seller wishes to sell and transfer, and the Buyer wishes to purchase and acquire, certain goods of the Seller.
The parties therefore agree as follows:
1. AGREEMENT OF PURCHASE AND SALE.
- (a) Orders. Goods are to be purchased and paid in full for distribution/transfer of product(s) from the Seller to the Buyer's procession.
- (b) Sale of Goods. After each Order, the Seller shall begin construction of the product in efforts to transfer procession and deliver via shipping courier or local delivery by Seller to the Buyer, in which the Buyer shall accept goods from the Seller, as set forth in this agreement.
2. DELIVERY OF GOODS / SHIPPING.
- (a) Date of Delivery. The Seller shall give the Buyer reasonable notice of the pending delivery of the goods.
- (b) Local Delivery. On the Delivery Date, the Seller shall deliver the goods to a location designated by the Buyer (the "Delivery Point"). For local delivery, Buyer must be within the city of Las Vegas, NV to be considered for local delivery.
- (c) Delivery via Courier (UPS): Delivery via shipping courier shall be in place when the Buyer is NOT within the city limits of Las Vegas, Nevada. The allowed time frame for standard shipping is 7-10 business days for goods (excluding customized goods pertaining to Artistry Resin, as curing time may vary.)
- (d) Packaging. The Seller shall use its standard packaging and shall set forth the Buyer's order number, contents, and weight on each package. All goods shall be properly packed for shipping.
- (e) Notice. As soon as goods are shipped to the Delivery Point, the Seller shall notify the Buyer of the shipment with an estimated date of arrival and tracking information.
- (f) Risk of Loss. The Seller assumes responsibility for the Goods, and all risk of damage, or loss until the goods are delivered to or collected by the Buyer at the Delivery Point. The Seller is not responsible for any delays the courier may encounter once placed for shipment. Once the goods have been delivered to or collected by the Buyer at the Delivery Point, the Buyer assumes all responsibility for and risk of damage to the product(s).
3. PAYMENT TERMS.
- (a) Pricing. The Seller shall sell the goods to the Buyer at the prices specified in the Order. The initial price list for the goods is listed in Shop, Checkout, and Invoice. The price of goods does not include packaging costs, all applicable taxes, or fees that the Seller may be required to pay or collect in connection with the performance of its obligations under or in furtherance of this agreement. The Buyer will not be charged for insurance of the goods.
- (b) Invoices/Receipts. The Seller shall send a receipt to the Buyer via address listed (paper format) and/or email address (electronic format) for purchased goods The Buyer shall remit payment of invoices within 24 hours (one day) of receiving it. ALL GOODS ARE TO BE PURCHASED AND PAID IN FULL FOR DISTRIBUTION AND/OR START OF CONSTRUCTION OF ANY GOODS, INCLUDING (BUT NOT LIMITED TO) PERSONALIZATION/CUSTOM ORDERS.
4. BOOKING.
Booking for Artistry Resin (Artificial / Real Flower Preservations)
- (a) Pricing. Standard pricing by the Seller includes a baseline price for each individual goods depending on type of design desired be the Buyer. All goods are custom made; therefore, prices may vary.
- (b) Deposits. The Seller REQUIRES a fifty percent (50%) deposit of total amount to begin Artistry Resin pieces; including but not limited to square block, rectangle box, circle blocks, bookcase ends, and trays that are considered to be custom orders and are not currently listed as inventory for purchase.
- (c) Add-ons. The Seller may request additional funds at their discretion that will be set forth in a verbal and written agreement in an invoice formation for any additional customization such as wording exceeding twenty-five (25) characters, the use of alcohol inks, glitters, and foils.
- (d) Other. Artistry Resin 6" Letters (A-Z including the "&" symbol) do not require a deposited, however, are required to be paid in full before production will be started. The Buyer may choose a choice of Artificial Flowers and/or color scheme for one flat rate of purchase. the choice of Real Flowers and/or color scheme is also one flat rate of purchase. Name personalization is considered an Add-on and will be added to the total cost of product.
5. INSPECTION.
The Buyer shall inspect and accept or reject delivered order immediately after taking custody of the goods. If any unit of goods or part of the goods do not comply with the description or other specifications (each a "Defective Product/Oopsie"), the Buyer shall notify the Seller of these defects and give the Seller a reasonable opportunity to correct these defects.
6. DEFECTIVE GOODS / REPLACEMENT.
- (a) Replacement. the Buyer will have 72 hours (three days) from the time of delivery, to report any findings such as DAMAGED or DEFECTIVE goods to the Seller. Otherwise, the Seller does not assume the responsibility of goods being damaged during shipment. It is the responsibility of the Buyer to thoroughly inspect goods upon delivery. If reported prior to expiration of allotted timeframe to report any findings, the Seller shall, at its own cost, replace any DAMAGED or DEFECTIVE goods. The Seller shall bear all freight costs of replacing any DAMAGED or DEFECTIVE product(s).
- (b) Remedy. If any delivered are DAMAGED or DEFECTIVE goods, the Buyer's exclusive remedy shall be the replacement of the goods. The Seller's acceptance of returned goods will not be deemed an admission that the goods are damaged or defective and, if the Seller finds that any goods returned are not Damaged or Defective goods, those goods will be returned to the Buyer and the Buyer will be responsible for any shipping charges incurred by the Seller.
7. REPRESENTATIONS.
- (a) Of the Seller. The Seller hereby represents to the Buyer as follows:
- (i) the Seller is the sole owner of the product(s), and the goods are now, and will be at the time of delivery, free of all encumbrances.
- (ii) the Seller has full right, power, and authority to sell the goods.
- (iii) neither the goods nor their manufacturing process infringes or will infringe the intellectual property rights or any other rights of any third party.
- (iv) the Seller neither knows nor has reason to know of the existence of any outstanding title or claim of title hostile to the rights of the Seller in the goods.
- (v) the Seller is not bound by any warranty, representation, or affirmation outside the scope of this agreement concerning the product(s) by any of its agents, employees, or representatives.
- (vi) the product(s) will conform to the description and specifications made by the Buyer and are free from defects in material and workmanship.
8. INDEMNIFICATION.
- (a) Of the Buyer. The Seller shall at all times indemnify the Buyer against any award, charge, claim, compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, settlement payment, penalty, or other loss (a "Loss") or any attorney's or other professional's fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification (a "Litigation Expense") arising out of:
- (i) any claim of breach of any express or implied warranty or negligence or strict liability, product liability, or similar theory in connection with the production, design, sale, or use of any of the product(s) purchased by the Buyer.
- all other claims related to the production, design, sale, or use of the product(s) purchased by the Buyer under this agreement, unless those claims result solely from the Buyer's gross negligence or knowing violation of law.
- (b) Of the Seller. The Buyer shall at all times indemnify the Seller against Loss or Litigation Expense caused by any breach of any of the representations or agreements made by the Buyer under this agreement.
9. TERM AND TERMINATION.
- (a) Term. This agreement will become effective as described in section 1. Unless it is terminated earlier in accordance with subsection (b), this agreement will continue for an initial term of 30 days (the "Term"). Unless either party gives written notice to the other at least 5 days before the end of the Term, this agreement will automatically renew for an additional term. This automatic extension will continue to apply at the end of each extended period until the agreement is terminated.
- (b) Termination. This agreement may be terminated:
- (i) by the Buyer, if the product(s) are not delivered within 14 days of an estimated Delivery Date.
- (ii) by the Seller, if the Buyer has not paid for the product(s) in accordance with section 3(b); or
- (iii) by either party for a material breach of any provision of this agreement by the other party, if the other party's material breach is not cured within 5 days of receipt of written notice of the breach.
- (c) Effect of Termination. If the agreement is terminated by the Seller based on the Buyer's breach, then:
- (i) the full price for all product(s) delivered and not yet paid for shall be immediately due, notwithstanding that the normal terms of payment as set out in section 3(b) above may not have been exceeded; and
- (ii) at the Seller's discretion, it may either sell to the Buyer or dispose of elsewhere product(s) in the course of manufacture or manufactured and not yet delivered or delivered and not yet paid for. However, if the Seller elects to dispose of those product(s) elsewhere the Buyer will be liable to pay to the Seller any loss incurred by the Seller as a result.
- (d) Cumulative Remedies. If either party terminates this agreement because of the other party's default, the nonbreaching party, in addition to all rights it has under this agreement, shall have the right to exercise all remedies available at law or in equity (including any remedies afforded each party under the Uniform Commercial Code). All rights and remedies are cumulative, and the election of one remedy shall not preclude another. Any termination shall be without prejudice to accrued rights. Specifically, a termination due to default of delivery or payment for the product(s) required under this agreement will not in any way affect or terminate the rights and obligations of the parties that have accrued under this agreement before or after that default in delivery or payment. Notwithstanding the termination of this agreement, the obligations intended to survive termination will continue in full force and effect.
10. FORCE MAJEURE.
A party will not be considered in breach of or in default because of and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party's reasonable control (each a "Force Majeure Event"). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:
- (a) notify the other party of the Force Majeure Event and its impact on performance under this agreement; and
- (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement.
11. GOVERNING LAW.
- (a) Choice of Law. The laws of the state of Nevada govern this agreement (without giving effect to its conflicts of law principles).
- (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in.
12. AMENDMENTS.
No amendment to this agreement will be effective unless it is in writing and signed by a party.
13. ASSIGNMENT AND DELEGATION.
- (a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.
- (b) No Delegation. Neither party may delegate any performance under this agreement, except with the prior written consent of the other party.
- (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.
14. COUNTERPARTS; ELECTRONIC SIGNATURES.
- (a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
- (b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.
15. SEVERABILITY.
If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
16. NOTICES.
- (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
- (b) Addresses. A party shall address notices under this section to a party at the following addresses:
1. If to the Buyer: the residential address in which is provided for delivery of product(s)
2. If to the Seller: 5940 S. Rainbow Blvd., Ste 400 PMB 205565, Las Vegas, NV 89118
- (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.
17. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
18. ENTIRE AGREEMENT.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.
19. HEADINGS.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.
20. EFFECTIVENESS.
This agreement will become effective when purchase is made. The date this agreement with any product(s) purchased will be deemed the date of this agreement.
21. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.