Terms and Conditions

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ASPIRE INNOVATION, LLC, SALES Terms and conditionS

 

The relationship between any buyer or purchaser as described in any sales or purchase instruments or agreements entered (collectively “Buyer”) with Aspire Innovation, LLC, and their affiliated and related companies, subsidiaries, officers, directors, employees and agents (collectively “Seller”) for the purchase of any goods, materials, merchandise, services, items or products offered and sold by Seller (collectively “Goods”), is conditioned upon the terms and conditions collectively contained in this Agreement and Seller’s order confirmation or invoice as tendered to the Buyer, if any, as they may be amended and supplemented from time to time (collectively “Agreement”) all of which are incorporated herein.   Any additional or different terms or conditions proposed by Buyer are objected to and will not be binding upon, nor of force or effect on, Seller, unless specifically accepted in writing and signed by an authorized representative of the Seller.

 

  1. Terms of Acceptance. If Seller accepts Buyer’s order or offer, it does so provided Buyer agrees only to the terms and conditions of this Agreement, all of which are accepted by Buyer; and this Agreement supersedes Buyer’s order form, if any; and supersedes and cancels all prior communications between the parties.

 

  1. Representations, Limited Warranties and Disclaimers. Seller’s warranty obligations for the Goods are limited to the terms set forth herein.  Seller only represents and warrants that the Goods shall be free of defects in materials and workmanship under normal use for a limited warranty period of 1 year after delivery to the original end-user purchaser (“Warranty Period”).  Seller’s complete responsibility for its warranty is limited to either: (1) the repairing of defective Goods at no charge, using new parts or refurbished parts that are equivalent to new in performance and reliability; or (2) the furnishing of sufficient Goods to replace defective Goods.  Any such repair or replace decision shall be made solely at Seller’s discretion.  A repaired or replacement part, product or Good assumes the remainder of the Warranty Period of the original product or Good sold to Buyer.  This Limited Warranty applies only to Goods manufactured by or for Aspire Innovation, LLC, that can be identified by Seller’s trademark, trade name, or logo affixed to it and does not apply to similar products that may be produced by third-party manufacturers.  This Limited Warranty does not apply: (1) to any protective coatings designed to diminish over time unless such failure has occurred due to a defect in materials or workmanship; (2) to cosmetic damage, including but not limited to, scratches, dents, and broken plastic components not integral to the proper use and function of the Good; (3) to damage caused to Buyer’s iPad or similar product occurring in conjunction with the use of Goods produced by Seller; (4)  to damage caused by accident, abuse, misuse, fire, earthquake or other external causes; or (5) to defects caused by normal wear and tear or otherwise due to the normal aging of the Goods.  TO THE EXTENT PERMITTED BY LAW, THIS WARRAnty and the remedies set forth herein are the sole and exclusive remedies and conditions, whether oral, written, statutory, express or implied. AS PERMITTED BY APPLICABLE LAW, SELLER HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS. UNLESS OTHERWISE AGREED IN WRITING, SELLER MAKES NO REPRESENTATION OR WARRANTIES RELATING TO THE DESIGN OR SPECIFICATION OF THE GOODS OR THE MATERIAL FROM WHICH THE GOODS ARE MANUFACTURED.

 

  1. Buyer’s Cancellation. With all orders being individually entered and processed immediately upon receipt, Seller reserves the right to charge back to the Buyer all costs incurred from either cancellation or any changes to any order.

 

  1. Returned Goods; Shipping. For eligible Goods, Buyer has up to thirty (30) calendar days after delivery to the original Buyer to initiate a return.  Returned Goods must be shipped to:

 

Aspire Inspiration, LLC

1279 Maxwell Avenue

Evansville, Indiana 47711

 

All products must be packed in the original, unmarked packaging including any accessories, manuals, documentation and registration that shipped with the product to be eligible for a refund.  The Buyer will bear the cost of shipping any returnable Goods back to Seller for repair, replacement or refund.  If Buyer is located in the United States, Buyer shall be entitled to a full refund of the purchase price of the Goods; if Buyer is located outside the United States, Buyer shall be entitled to a full refund of the purchase price of the Goods, less the shipping and handling costs attributed to original shipping and delivery of the Goods to Buyer.  Aspire Innovation, LLC, highly recommends that Buyer either (1) use a carrier that offers shipment tracking for all returns or (2) insure the package for safe return to Seller or declare the full value of the shipment to ensure complete protection if the shipment is lost or damaged in transit.  If Buyer fails to take such action when returning Goods to Seller, Buyer will be solely responsible for any loss or damage to the Goods during shipping and prior to Seller’s receipt of such returned Goods.

 

  1. Payment and Pricing Terms. For payment by credit card, Buyer must supply the credit card details at the time of the order.  Seller will not ship or supply the Goods until the credit card issuer has authorized the payment of the Goods ordered. For payment by check or wire transfer, a request for payment will be sent to Buyer and the Goods will be shipped and supplied only after payment is cleared. If Seller does not receive payment in cleared funds within thirty (30) days after the date of the order, then the order will be cancelled.  The price for the Goods will be the price indicated in the order confirmation. The price of the Goods does not include standard freight and insurance using a Seller-selected carrier.  The price of the Goods does not include value added tax or other federal, state, or local taxes or duties (collectively “Taxes”).  All Taxes, if any, due on account of purchases hereunder shall be paid by Buyer.  All invoiced sums shall be paid in full in the currency of the invoice without deduction or set off (statutory or otherwise) and in cleared funds.  No refund shall be made by Seller to the Buyer for any Goods which are abandoned or unclaimed by Buyer or for any Goods which are returned or not delivered to Buyer for Buyer's failure to pay any Taxes to the carrier or when otherwise due and payable.  If Seller has reasonable grounds to believe that Buyer will fail to comply with the present payment terms, Seller shall be entitled to postpone or to refuse shipment or delivery of an order, in Seller’s sole discretion, until payment is made fully, in cleared funds prior to shipment.

 

  1. Liability Limitations. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT AS PROVIDED IN THIS WARRANTY AND TO THE EXTENT PERMITTED BY LAW, SELLER IS NOT RESPONSIBLE FOR INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, TREBLE OR LIQUIDATED DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE) SUCH AS, BUT NOT LIMITED TO, LOSS OF USE, REVENUE, PROFIT, BUSINESS OPPORTUNITIES, USE OF MONEY, ANTICIPATED SAVINGS, GOODWILL, REPUTATION, LOSS OF, DAMAGE TO, COMPROMISE OR CORRUPTION OF DATA, DEPRECIATION OR DIMINUTION IN VALUE, EVEN IF THE PARTY HAD BEEN ADVISED, OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.  No claim of any kind shall be greater in amount than the purchase price of the Goods RELATING TO which such claim is made.

 

  1. Severability and Waiver. If any provision of this Agreement is held to be invalid for any reason, the other terms and conditions hereunder shall remain in full force and effect, and such provision shall be enforced to the fullest extent permitted by law.  Seller’s waiver of any breach, or failure to enforce any of this Agreement, shall not be deemed to affect, limit or waive Seller’s right thereafter to require compliance with this Agreement.

 

  1. Force Majeure.  Seller shall have no liability or obligation to Buyer of any kind, including, but not limited to, any obligation to deliver Goods as a result of causes, conduct or occurrences beyond Seller’s reasonable control, including, but not limited to, commercial impracticability, fire, flood, act of war, terrorism, civil disorder or disobedience, act of public enemies, problems associated with transportation (including car or truck shortages), acts or failure to act of any state, federal or foreign governmental or regulatory authorities, labor disputes, strikes, or failure of suppliers to make timely deliveries of materials, goods or services to Seller.

 

  1. Termination. Seller may at is full discretion at any time with or without cause, terminate any order related to this Agreement in whole or in part by written notice to Buyer.

 

  1. Alternative Dispute Resolution. Any and all disputes, complaints, controversies, claims and grievances arising under, out of, in connection with, or in any manner related to this Agreement or the relationship of parties hereunder shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association.  The obligation to arbitrate shall extend to any affiliate, subsidiary, officer, employee, shareholder, principal, agent, trustee in bankruptcy or guarantor of a party making or defending any claim hereunder.  Any decision and award of the arbitrator shall be final, binding and conclusive upon all of the parties hereto and said decision and award may be entered as a final judgment in any court of competent jurisdiction.  Notwithstanding said Rules, any arbitration hearing to take place hereunder shall be conducted in Evansville, Indiana, before one (1) arbitrator who shall be an attorney who has substantial experience in commercial law issues.  This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Indiana (not including the choice of law rules thereof).   However, neither party shall institute an arbitration, or any other proceeding to resolve such disputes between the parties before that party has sought to resolve disputes through direct negotiation with the other party.  If disputes are not resolved within three (3) weeks after a demand for direct negotiation, the parties shall attempt to resolve disputes through mediation conducted in Evansville, Indiana.  If the parties do not agree on a mediator within ten (10) days, either party may request the American Arbitration Association to appoint a mediator who shall be an attorney who has substantial experience in  commercial law issues.  If the mediator is unable to facilitate a settlement of disputes within forty-five (45) days, the mediator shall issue a written statement to the parties to that effect and the aggrieved party may then seek relief through arbitration as provided above. The fees and expenses of the mediator shall be split and paid equally by each of the parties.  In the event of any arbitration between the parties hereto involving this Agreement or the respective rights of the parties hereunder, the party who does not prevail in such arbitration shall pay all the prevailing party’s reasonable attorneys’ and experts' fees, costs and expenses incurred by the prevailing party in resolving said matter.  As used herein the term ‘prevailing party’ shall include, but not be limited to, a party who obtains legal counsel or brings an action against the other by reason of the other’s breach or default and obtains substantially the relief sought whether by compromise, settlement, or judgment.  Each party hereby consents to a single, consolidated arbitration proceeding of multiple claims, or claims involving two (2) or more parties. Notwithstanding said Rules, each party shall be permitted and limited to a single deposition of such opposing party and its expert witness(es) at opposing party’s place of business, which deposition(s) shall not exceed our (4) hours each in duration.  Either party may apply to any court of competent jurisdiction for injunctive relief or other interim measures as provided for elsewhere in this Agreement, in aid of the arbitration proceedings, or to enforce the arbitration award, but not otherwise.  Any such application to a court shall not be deemed incompatible or a waiver of this provision.  The arbitrator shall be required to make written findings of fact and conclusions of law to support its award.  Except as may be required by law, neither a party nor an arbitrator(s) may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.  Notwithstanding anything to the contrary in said Arbitration Rules, the arbitrator shall not be authorized or empowered to award indirect, special, consequential, incidental, treble or punitive damages, and the parties expressly waive any claim to such damages.  By execution of this Agreement, the parties consent to the jurisdiction of the American Arbitration Association and waive any objection which either party may have to any proceeding so commenced based upon improper venue or forum non coveniens.

 

  1. Interpretation. This Agreement shall inure to the benefit of, and shall be binding upon, the respective legal representatives, successors, and assigns of each of the parties.  In the event that ambiguity exists or is deemed to exist in any provisions of this Agreement, said ambiguity is not to be construed by reference to any doctrine calling for such ambiguity to be construed against the drafter of this Agreement.  No statement, action, or omission of either of the parties hereto shall be considered to be a waiver of any right, including, but not by way of limitation, any failure of either party to insist upon the strict performance of any agreement, term or condition hereof, or to exercise any right or remedy consequent upon a breach thereof, during the continuation of any such breach shall constitute a waiver of any such breach or any such agreement, term or condition.  All headings set forth herein are included for the convenience of reference only and shall not affect the interpretation hereof, nor shall any weight or value be given to the relative position of any part or provision hereof in relation to any other provision in determining such construction.  The recitals set forth in the above preamble are incorporated herein by this reference and made a part of this Agreement.  As used in this Agreement, the plural shall be substituted for the singular, and the singular for the plural, where appropriate; and words and pronouns of any gender shall include any other gender.  IN THE EVENT OF A CONFLICT BETWEEN THIS AGREEMENT AND ANY OTHER INSTRUMENT ENTERED INTO BY THE BUYER AND SELLER, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL PREVAIL.  THIS PROVISION, AND EACH AND EVERY OTHER PROVISION OF THIS AGREEMENT MAY NOT UNDER ANY CIRCUMSTANCES BE MODIFIED, CHANGED, AMENDED OR PROVISIONS HEREUNDER WAIVED VERBALLY, BUT MAY ONLY BE MODIFIED, CHANGED, AMENDED OR WAIVED BY AN AGREEMENT IN WRITING EXECUTED BY THE SELLER TO THE BUYER.