Terms and Conditions
Sales Agreement. The sale of products (“Products”) by Lady Dye, whether through the issuance of purchase orders, through Lady Dye’s websites or otherwise, is governed by these Terms and Conditions. Lady Dye’s offer to sell products to Buyer is expressly limited by Buyer’s acceptance of these Terms and Conditions, as evidenced by Buyer’s signature on the application attached hereto, issuance of a purchase order for product(s), Buyer’s acceptance of any product under the purchase order or Buyer’s payment for any product under the purchase order. Buyer represents and warrants that the information included on the application attached hereto is true and accurate.
Any offers to sell Products by Lady Dye must be in writing. All such offers will be valid for thirty (30) days from issuance, unless otherwise set forth in such offer. Such offers will be deemed accepted only upon Lady Dye’s receipt of Buyer’s written acceptance, provided that Lady Dye receives such acceptance within one (1) week of the expiration of such time limit (such accepted orders, “Orders”). Lady Dye will not be liable for any errors or miscalculations in Buyer’s Orders.
Buyer may not cancel any Order without Lady Dye’s prior written approval, such approval at Lady Dye’s sole discretion. In the event Lady Dye expressly agrees in writing to permit Buyer to cancel an Order, Buyer will compensate Lady Dye for all costs and losses attributable to the cancellation. Products purchased under these Terms and Conditions are not returnable.
Payment. Buyer will pay all invoices when placing orders (half-deposit or pay in full) of the date of such invoice. Buyer will pay one and one-half percent (1.5%) monthly interest on all late payments. Buyer will pay a $15.00 service charge for each check returned for insufficient funds
Shipments. All Products delivered pursuant to the terms of this Agreement will be suitably packed for shipment in accordance with industry standards and marked for shipment to Buyer’s destination specified in the applicable Order. Shipments will be made EXW (Ex works, Incoterms 2010) Lady Dye’s facility, at which time risk of loss and title will pass to Buyer. All freight, insurance and other shipping expenses, as well as any special packing expenses not included in the original quotation for the Products, will be paid by Buyer.
Disclaimer of Warranties. BUYER EXPRESSLY AGREES THAT THE PRODUCTS ARE PROVIDED “AS IS”. LADY DYE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE.
Limitation of Liability. IN NO EVENT WILL BUYER BE LIABLE TO LADY DYE FOR ANY “COVER” DAMAGES, OR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SALE OF PRODUCTS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING THE POSSIBILITY OF NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF LADY DYE HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT WILL LADY DYE’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES, LOSSES OR LIABILITIES EXCEED THE AMOUNTS PAID OR PAYABLE TO LADY DYE BY BUYER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. LADY DYE WILL NOT BE LIABLE FOR FAILURE TO PERFORM OR FOR DELAY IN PERFORMANCE DUE TO ANY CAUSE BEYOND LADY DYE’S REASONABLE CONTROL.
Complete Agreement. This Agreement, which consists of these Terms and Conditions and the application attached hereto, which is hereby incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and prevails over any conflicting terms or conditions contained on printed forms submitted with purchase orders, sales acknowledgments or quotations. This Agreement may not be modified or waived, in whole or part, except in writing and signed by an officer or duly authorized representative of both parties.
Governing Law; Jurisdiction. All disputes, claims or controversies arising out of this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its rules of conflict of laws. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and of the United States of America located in the Commonwealth of Massachusetts for any litigation among the parties.