Terms and Conditions of Sale
APPLICABILITY
These Terms and Conditions of Sale (“Terms”) govern the sale of goods (“Goods”) by Unique Photo 3D, a [state/country] limited liability company (“Seller”), to any purchaser (“Buyer” or “you”). By placing an order for Goods on Unique Photo 3D’s website, you accept and are bound by these Terms. Acceptance is expressly limited to these Terms. Any proposal for additional or different terms or any attempt by Buyer to vary these Terms is hereby deemed material and is objected to and rejected. No terms of any document or form submitted by Buyer shall be effective to alter or add to these Terms.
PRICES
Prices quoted are based on the price at the time of the order and are subject to change without notice. Clerical errors are subject to correction without liability. Prices do not include any sales, use, excise, privilege, or other taxes, duties, tariffs or assessments now or hereafter imposed or levied by or under the authority of any foreign, [state/country], federal, or local law, rule, or regulation (collectively, “Law”).
TERMS OF PAYMENT
Unless otherwise agreed by Seller in writing, all payments are to be made in advance. Seller accepts payment by major credit and debit cards, PayPal, and other methods, subject to change from time to time. By using a third-party service, Buyer may also be subject to an agreement with the third party. Buyer represents and warrants that (i) you are duly authorized to use the payment method for the purchase and (ii) you will pay charges including all applicable taxes.
DELIVERY
Shipping and delivery dates are estimates and are based upon prompt receipt of all necessary information from Buyer. Delays in securing Buyer’s approval of any matter shall, at Seller’s discretion, extend the date of delivery. Seller shall not be liable for any claim, loss, expense, or damage of any kind whatsoever for delivery delays or loss or damage in transit. If tracking information for the Goods states that the Goods have been delivered and Buyer has not yet received the Goods, Buyer shall notify Seller within five (5) days of the original delivery date.
RETURN OF GOODS
Seller may, at its sole discretion, accept returns for damaged Goods. Within forty-eight (48) hours of receiving the Goods, Buyer must notify Seller via email with detailed information about the damaged Goods. Upon receipt of such notice, Seller shall determine the remedy, if any, provided to Buyer.
LIMITED WARRANTY
Seller warrants the Goods will be free from defects in material and workmanship at time of delivery; provided, however, Seller shall have no liability for loss or damage occurring during or as a result of shipment. THESE ARE SELLER’S ONLY WARRANTIES. SELLER MAKES NO OTHER EXPRESS WARRANTIES AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
INTELLECTUAL PROPERTY
Buyer represents and warrants to Seller that Buyer is the owner or authorized licensee of all intellectual property disclosed or otherwise provided to Seller by Buyer and all rights therein (“IP”). Buyer grants Seller the right to use and create derivative works of the IP for purposes of manufacturing the Goods and performing hereunder. Buyer further warrants that the IP does not infringe any intellectual property or proprietary rights of any person or entity.
INDEMNIFICATION
Buyer shall defend, indemnify and hold Seller and its affiliates harmless from and against all claims, suits, demands, losses, liabilities, damages (including injury and death) and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or relating to: (a) Buyer’s provided IP including claims that Buyer’s IP infringes the intellectual property or proprietary rights of any person or entity; (b) Buyer’s non-compliance with any Law; and (c) breach of these Terms by Buyer.
TERMINATION
Seller may, in its sole discretion, reject an order for Goods at any time for any reason without liability other than the refund of the purchase price paid for the affected Goods.
WAIVER
All waivers by Seller shall be in writing. Failure of Seller at any time to require Buyer’s performance of any obligation hereunder shall not affect Seller’s right to require performance of that obligation. No delay or omission in the exercise of any right, power, or remedy hereunder shall impair such right, power, or remedy or be considered to be a waiver of any default or acquiescence therein.
GOVERNING LAW
Any dispute arising out of or related to these Terms will be governed by and construed in accordance with the laws of [state/country] without regard to any rules on conflicts of laws and exclusively litigated in a [state/country] court. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
RELATIONSHIP OF THE PARTIES
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties.
MISCELLANEOUS
Buyer shall not assign any of its rights or obligations hereunder without Seller’s prior written consent. Buyer shall comply with all applicable Laws. There are no third-party beneficiaries. Seller shall not be liable for any delay in or failure to perform due to any cause, matter, or contingency beyond its reasonable control. Provisions which by their nature should survive will remain in force after any termination or expiration.
