GIFYYY, LLC SALE OF GOODS AGREEMENT
Sale of Goods Agreement
(this "Agreement") is entered into by and between Gifyyy, LLC ("Seller") and the customer ("Buyer"), collectively (the “Parties”), as stated in the attached Invoice, with the effective date being the date of the Invoice, which is incorporated herein by reference. Whereas, Seller is in the business of selling photo kiosks (the "Goods"), and, Buyer desires to purchase the Goods from Seller. Now, for acknowledged good and valuable consideration, the Seller and Buyer agree as follows:
AGREEMENT TO PURCHASE AND SELL GOODS
Section 1.01: Purchase and Sale.
Subject to the terms and conditions of this Agreement, the Seller shall, on a non-exclusive basis, sell to Buyer, and Buyer shall, on a non-exclusive basis, purchase from Seller, the Goods. ALL SALES ARE FINAL SUBJECT TO THE LIMITED MANUFACTURE WARRANTY.
SHIPMENT AND DELIVERY
Section 2.01: Shipment.
Unless expressly agreed to by the Parties in writing, Seller shall select the method of shipment of, and the carrier for, the Goods.
Section 2.02: Delivery.
Unless expressly agreed to by the Parties, Seller shall deliver the Goods to the Buyer’s address as provided in the Invoice, using Seller's (or manufacturer's, as the case may be) standard methods for packaging and shipping the Goods.
Section 2.03: Late Delivery.
Any time quoted by Seller for delivery is an estimate only. Seller is not liable for or in respect of any loss or damage arising from any delay in filling any order, failure to deliver or delay in delivery. No delay in the shipment or delivery of the Goods relieves Buyer of its obligations under this Agreement.
Section 2.04: Title.
Title to Goods are transferred to Buyer once Goods are shipped and Buyer has paid the Invoice in full.
Section 2.05: Risk of Loss.
Risk of loss to all Goods ordered under any purchase order passes to Buyer upon Seller's tender of Goods to a commercial carrier.
LIMITED MANUFACTURE WARRANTY
Section 3.01: Manufacture Warranty.
Seller warrants to Buyer that for a period of one (1) year from the date of shipment of the Goods (the "Warranty Period"), that such Goods will materially conform to the specifications set forth in Seller's published specifications in effect as of the date of the tender of Goods to a commercial carrier and will be free from significant defects in material and workmanship. The warranty is limited to defects attributable to the manufacturing process, and not defects as a result of use or acquired in transit while in the custody of a third party.
Section 3.02: Buyer's Exercise of Limited Manufacture Warranty.
Notwithstanding any other provision of this Agreement, this contains Buyer's exclusive procedure for exercising the Limited Warranty:
Buyer shall notify Seller, in writing through e-mail at firstname.lastname@example.org of any alleged claim or defect and request a Return Merchandise Authorization (“RMA”) from Seller.
If shipment of the Goods is necessary, the Goods must be shipped to Seller within ten (10) days after the RMA was issued at Buyer’s expense Buyer understands and acknowledges that Buyer will be subject to a $100 diagnostic fee, and a 20% replacement part fee based on the current retail price of the replacement part. Buyer further understands and acknowledges that if no manufacture defect is discovered, Buyer will be charged an additional $100 shipping and processing fee.
If manufacturing defect is discovered, the defect will be cured and the Goods will be shipped (in accordance with Section 2) to Buyer within sixty (60) days from the date the Goods were received by Seller.
Section 3.03: Warranty Limitations.
The warranties under this Section do not apply where the Goods have:
been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Seller;
been reconstructed, repaired or altered by persons other than Seller or its authorized representative;
been used in conjunction with any third-party product, software, hardware or product that has not been previously approved in writing by Seller;
minor cosmetic imperfections that do not impair the functionality that may be caused by powder coating process, and
normal wear and tear on the Goods, including paint chipping and denting.
Section 3.04: Third-Party Products.
Products manufactured by a third party ("Third Party Product") may contain, be contained in, incorporated into, attached to or packaged together with the Goods. Third Party Products are not covered by the warranty in Section 5.01. For the avoidance of doubt, Seller makes no representations or warranties with respect to any Third Party Product.
Section 3.05: Manufacture Defect Discovered Outside Warranty Period.
Seller does not guarantee the replacement of any defect discovered outside the Warranty Period. Any request to cure defect outside of the Warranty Period is subject to the availability of the replacement part, and Seller shall be responsible for costs of replacement parts and labor (approximately 20% of the current retail cost of replacement part) plus a $100 fixed restocking fee. In addition, Buyer must submit proof to Seller that Buyer contacted the original manufacturer (if applicable) to request the replacement of the defective part and the original manufacturer was unable to fulfill Buyer’s request.
Section 3.06: Disclaimer.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN Section 3.01, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY, AND (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER’S BEHALF. THIS SETS FORTH THE BUYER'S SOLE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED MANUFACTURER WARRANTY.
Section 4.02: Governing Law, Jurisdiction and Venue.
This Agreeiment, for all purposes, shall be construed in accordance with the laws of the state of Illinois. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought in the state in which the Seller’s principal place of business is located.
Section 4.03: Modification and Waiver.
No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Buyer and by the Seller. No waiver by either of the Parties of any breach by the other Party hereto of any condition or provision of this Agreement to be performed by the other Party hereto shall be deemed a waiver.
Section 4.04: Severability.
Should any provision of this Agreement shall be held as unenforceable, such holding shall not affect the validity of the remainder of this Agreement.
Section 4.05: Counterparts.
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
Section 4.06: Force Majeure.
Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's reasonable control.
Section 4.07: Relationship of Parties.
Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties. Buyer is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party.
Section 4.08: Acknowledgement of Full Understanding.
THE BUYER ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.