SALE OF GOODS AGREEMENT
This Sale of Goods Agreement, hereinafter referred to as “Agreement” is entered into and made effective as of the date set forth upon completion of this online website transaction (“Transaction”) between InkBed (hereinafter referred to as “Seller”) and the purchaser of goods completing this Transaction (hereinafter referred to as “Buyer”). Seller and Buyer may be referred to individually as “Party” and collectively as the “Parties”. By checking the box to complete this Transaction, Buyer acknowledges they have reviewed all the information in this document, and fully recognizes and agrees to all of them as they are presented as terms and conditions for purchase.
SELLER hereby agrees to sell, and Buyer agrees to buy all items (“Goods”) added to the online shopping cart by Buyer for this Transaction.
For the Goods sold in this Transaction, Buyer agrees to pay Seller full amount of the Purchase Price shown in the online shopping cart. The Purchase Price for the Goods is exclusive of any applicable taxes and fees, but applicable taxes and fees will be added to the total amount charged for the Transaction.
Seller and the Buyer each acknowledge the sufficiency of the Purchase Price as consideration. Unless otherwise explicitly agreed to by each of the parties, any sales tax or other similar tax, such as use, tariff, or excise tax applicable to the sale of the Goods will be paid by the Buyer, or the Buyer agrees to provide Seller with a legitimate and acceptable tax exemption certification.
INVOICING AND PAYMENT
The Purchase Price plus applicable taxes and fees must be paid in full prior to shipment.
Goods will be shipped from Seller within 24-48 business hours of the completion of the Transaction. The execution for delivery of Goods will be solely to the Buyer-entered Continental United States delivery address. Seller does not ship Goods outside the Continental Unites States
RISK OF LOSS – DAMAGE IN TRANSIT
The entire Risk of Loss for the shipped Goods will transfer from Seller to the Buyer when Seller delivers the Goods to the shipping agent or common carrier. Seller provides no insurance for loss or damage in transit. Notwithstanding the foregoing, Seller will replace free of charge any Goods proved to Seller’s satisfaction to have been damaged in transit, but only if Seller arranged the shipping and further provided that Buyer immediately notifies the carrier or shipping agent of such damage at the time of delivery and thereby reports the same to the Seller by way of a delivery note marked “received damaged”. It is Buyer’s responsibility to inspect the Goods at the time of delivery.
TIME FOR DELIVERY
Any dates or times agreed upon by parties for the delivery of goods are estimates only and time shall not be of the essence for delivery. Seller shall not be liable for any losses, expenses, or damages for failure to meet any delivery date or time.
AUTHORIZED USERS/AUTHORIZED USE
This section provides information about authorized use and authorized users for all Goods purchased from Seller. All Goods should be used only by trained and/or certified professionals. Seller shall not be liable for any damages or injury resulting from unauthorized use of Goods, or use of Goods by untrained or uncertified professionals. Goods should never be used unsupervised by any untrained user such as a client or acquaintance of a trained or certified user. Never use any Goods in busy or high-foot traffic locations, especially when unsupervised children are nearby. Never operate Goods if they have any visible damage, physical instability, or loose connections (screws, cables, cords, etc). All Goods sold are strictly for indoor use only.
DISCLAIMER OF WARRANTY
Buyer has read and fully understands Seller’s statement for product warranty. Buyer acknowledges that they are relying solely on their own investigations, inspections, and/or examinations and has not been induced by the Seller or any of the Seller’s agents or representatives making any statements as to the good’s quality, condition, merchantability, or fitness for a particular purpose.
LIMITATION OF LIABILITY
In no event will the Seller’s liability exceed the Purchase Price paid by the Buyer for any cause of action or future claim. Buyer hereby acknowledges and agrees that Seller is not liable for any special, indirect, consequential or punitive damages, including but not limited to lost profits and/or loss of business, arising in any way, directly or indirectly out of or relating to this Agreement, the Transaction or the Goods.
The Buyer’s failure to give notice of any claim within three (3) days from the date of delivery of the Goods will constitute complete and total acceptance of the Goods and Buyer will thereupon waive any and all claims regarding or related to the Goods.
- GOVERNING LAW: This Agreement shall be governed in all respects by the laws of the State of Washington, without reference to its internal conflict of law’s provisions, and any applicable federal law. Any dispute or claim relating in any way to the Transaction, or the Goods will be adjudicated solely in the state or Federal courts in King County, Washington, and you consent to exclusive jurisdiction and venue in these courts. We each waive any right to a jury trial. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature.
- LANGUAGE: All communications made, or notices given pursuant to this Agreement shall be in the English language.
- ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.
- NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this agreement shall not constitute a waiver of such term or any other term.
Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes (which causes are hereinafter referred to as “Force Majeure”), to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic (including the Covid-19 pandemic), quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, or generalized lack of availability of raw materials or energy. For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations pursuant to this Agreement.