TERMS & CONDITIONS
1. Dealer Representation:
Pure As Water?, Inc. ("Pure As Water") sells only to
legitimate dealers ("Dealer") or trade resellers ("Reseller"). Pure As
Water Inc, reserves the right to determine the appropriateness of any
Dealer or Reseller to represent its products and to discontinue sales to
any Dealer or Reseller at any time.
2. Minimum Orders:
For Dealers, Pure As Water Inc, requires a three (3)
piece minimum opening order (the "Dealer Opening Order"). Dealer Opening
Orders require prepayment by major credit card or check. All prices
shall be those in effect at the time of each shipment. Pure As Water
Inc, reserves the right to change prices without notice.
3. Specifications, Terms and Prices:
Some Pure As Water Inc, products,including but not
limited to fountains, are made of slate. Sizes, textures and colors are
approximate and may vary. Specifications, terms, and prices are subject
to change without notice. Contact Pure As Water Inc, directly to confirm
current information or suitability for a particular application.
4. Domestic Terms of Payment:
Terms for stock products are "net 30 days" with a
signed purchase order and Credit Approval, or prepayment via credit
card, money order or check (unless stated otherwise in contract).
Standard credit terms include a one percent (1%) cash discount on the
product total only, not including delivery fees, taxes, duties or other
sundry charges, offered for payments received within ten (10) days of
date of invoice. Pure As Water Inc, reserves the right to rescind cash
discount terms for those abusing them. Pure As Water Inc, may decline to
deliver except for cash or stop goods in transit if any reason develops
to question the financial responsibility of the Dealer. After an
Opening Order, a Dealer may complete a Pure As Water Inc, Credit
Application. Upon approval of such Credit Application by Pure As Water
Inc, Credit Department, Pure As Water Inc, may allow Dealer a line of
credit. Pure As Water Inc, reserves the right to reduce, modify or
cancel credit limits or credit amounts and to change or otherwise modify
payment dates, late charge amounts or any other credit sales terms at
any time and without any notice whatsoever. Pure As Water Inc, will not,
without prior notice, increase late charge amounts or reduce the
discount amount, except as provided herein. Dealers completing the
Credit Application should allow three (3) weeks for the Credit
Application to be processed. If credit is not approved prior to
shipment, Pure As Water Inc, may request payment in advance on special
products or in special situations. A late charge calculated at one and
one-half percent (1-1/2%) per month (eighteen percent (18%) per annum)
of the invoice total will be assessed and added from the date invoiced
if payment is not received by Pure As Water Inc, on or before the due
date, or unless special payment arrangements have been made in advance
with written approvals by Pure As Water Inc. The original invoice and
remittance copy will be mailed to the Dealer¡¯s billing address as
reported to Pure As Water Inc.
5. Freight Charges:
Freight charges apply as an additional cost on all
items. All shipments are FOB Ontario, California. Freight charges are
subject to change without notice. Unless otherwise requested, Pure As
Water Inc, products are shipped via standardized freight for all
non-truck shipments within the continental United States. Truck freight
rates will be quoted upon request for certain large fountains and
quantity shipments of products. Additional charges will be assessed when
special services including but not limited to lift gate or residential
delivery are requested or, at Pure As Water Inc, discretion, required. A
$50.00 charge per shipment will be assessed to drop ship to an
additional address. Delivery predictions are based upon best information
available, but are without guarantee. Circumstances beyond Pure As
Water Inc, control may render such predictions inaccurate. Pure As Water
Inc, specifically accepts no penalty for late shipments unless it has
made a delivery guarantee in a prior-authorized writing.
6. Limited Warranty:
Pure As Water Inc, warrants to the original purchaser
of its product from an authorized Dealer or Reseller, that its products
(except as may be further disclaimed on a particular invoice or in these
Terms and Conditions) will be of the kind and quality described in the
order or contract and will be free of defects in workmanship or
material. Should any failure to conform to this warranty of the Pure As
Water Inc, fountains appear within three (3) months after the invoice
date, Pure As Water will, upon written notification thereof, take
commercially reasonable steps to correct such defects, at Pure As Water
Inc, sole option, by suitable repair, replacement, or refund. THIS
LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY IMPLIED WARRANTY
OMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTY OF
QUALITY, WHETHER EXPRESS OR IMPLIED, EXCEPT FOR THE WARRANTY OF TITLE
AGAINST PATENT INFRINGEMENT. Corrections of nonconformities, in the
manner and for the period of time provided above, shall constitute
fulfillment of all liabilities of Pure As Water Inc. to any Dealer or
Reseller with respect to the goods, whether based on contract,
negligence, strict tort or otherwise. Pure As Water Inc. contract sales
personnel, including but not limited to authorized Dealers and Resellers
(collectively, "Sales Personnel"), are not authorized to make
warranties about Pure As Water Inc. merchandise. ORAL STATEMENTS DO NOT
CONSTITUTE WARRANTIES. Oral statements made by Pure As Water Inc.
employees or other Sales Personnel shall not be relied upon by a Dealer
and shall not become part of any contract for sale. The entire sales
contract between a Dealer and Pure As Water Inc. will be set forth in
the invoice and/or accompanying or reference documents provided by Pure
As Water Inc. to the Dealer or Sales Personnel. No other warranties are
given beyond those set forth in those documents.
7. Consequential Damages:
Pure As Water Inc. shall not under any circumstances
be liable for special, incidental, or consequential damages such as, but
not limited to, damage to or loss of other property or equipment, loss
of profits or revenue, cost of capital, cost of purchased or replacement
goods, or related claims of a Dealer or Dealer¡¯s customer. Dealers¡¯
remedies set forth herein are exclusive. The liability of Pure As Water
Inc. under these Terms and Conditions, or from negligence, strict tort,
or under any warranty or otherwise, shall not exceed the price of the
goods upon which such liability is based. Pure As Water Inc. may elect
to repair or replace such goods at its own expense. Pure As Water Inc.
reserves the right to sell certain goods "AS IS," without any warranty
whatsoever, by indication on the invoice or sales receipt for such
goods.
8. Damaged Items:
If a package is damaged in transit, Dealer or
Dealer¡¯s customer should refuse it back to the carrier if possible. If
Dealer or Dealer¡¯s customer receives a damaged package, Dealer or
Dealer¡¯s customer should note on the carrier¡¯s delivery report the
condition of the package. Dealer or Dealer¡¯s customer should also save
the packing boxes. If possible Dealer or Dealer¡¯s customer should take a
photograph of the damaged products and packing boxes. Damaged products
must be reported to Pure As Water Inc. Customer Service Department
immediately upon receipt. Within ten (10) days thereafter, Dealer is
responsible for providing to Pure As Water Inc. Customer Service
Department all information and documentation, including any available
photographs, regarding the damaged goods. Dealer¡¯s failure to comply
with these requirements shall relieve Pure As Water Inc. of any
obligation to provide Dealer or Dealer¡¯s customer with a replacement or
refund for the damaged products. In the event a Dealer has questions at
the time of delivery, the Dealer should contact his/her Sales Personnel
or a Pure As Water Inc. Customer Service Representative prior to
signing for the shipment(s). Pure As Water Inc. personnel will work to
resolve any defects by providing replacement parts or instructions as
necessary. Dealer will not be charged a restocking fee for severely
damaged or defective product(s). During a Dealer¡¯s contact with Sales
Personnel or a Pure As Water Inc. Customer Service Representative, the
Dealer should indicate whether he/she would prefer to receive a credit
or, upon the return of the damaged or defective product(s) to Pure As
Water Inc, to have the product(s) replaced and re-shipped at no charge.
Any damaged product can be exchanged only for the same item, assuming it
is available. Returned goods will not be accepted, nor will credit for
returned goods be extended unless (i) prior written permission from Pure
As Water Inc. is obtained by contacting the Sales Personnel with whom
the order was placed and obtaining a Pure As Water Inc Returned Goods
Authorization ("RGA"); (ii) Dealer or Dealer¡¯s customer clearly marks
the RGA number on the package (returns will be refused without a clearly
visible RGA number); (iii) transportation charges for the returned
product(s) are prepaid by Dealer; and (iv) Pure As Water Inc, receives
such returned product(s) within thirty (30) days after receipt of the
products by or on behalf of Dealer. Without exception, no merchandise
will be accepted without a Pure As Water Inc, RGA. The return of goods
without a Pure As Water Inc, RGA could result in additional costs to
Dealer. Pure As Water Inc, reserves the right to authorize product
returns beyond thirty (30) days from the invoice date, upon written
approval. Returns other than those due to manufacturing defects or
damage in transit shall be subject to a twenty-five percent (25%) of the
invoice restocking fee. Goods must be packaged properly to avoid damage
in shipment. Original shipping charges will not be refunded on returned
items. Dealer or Dealer¡¯s customer must insure his/her shipment of the
returned product(s) and such shipment must be prepaid. Pure As Water
Inc. suggests using a carrier that provides tracking information or
proof of delivery for Dealer¡¯s protection.
9. Overages and Shortages:
Pure As Water Inc, reserves the right as a
manufacturer to ship less than the entire quantity ordered. Claims on
account of shortages must be made within five (5) days after receipt of
shipment to the Sales Personnel with whom the Dealer¡¯s order was
placed. Prior payment will not prejudice a claim. Questions concerning
freight or pricing discrepancies should be made prior to payment with
the Sales Personnel with whom the order was placed. Whenever the
payment amount differs from the amount invoiced, documentation should accompany any check
that is presented to pay that invoice. Pure As Water Inc. is required
to collect California state sales tax for items deemed taxable in
California, or whenever merchandise is picked up in or shipped to
California. The only exception will be if Pure As Water Inc, is supplied
with a valid and properly completed blanket or unit exemption
certificate. If Pure As Water Inc, is not in receipt of such a
certificate at the time of invoicing, sales tax will be applied to that
invoice. Deductions for sales tax at time of payment will not be cleared
until the certificate is received. Not forwarding a certificate may
endanger Dealer¡¯s credit status due to open balances on Dealer¡¯s
account.
10. Late Payments:
Dealer agrees to pay all costs and expenses of
collection actually incurred by Pure As Water Inc, in collecting any
amounts past due to Pure As Water Inc, whether or not Pure As Water Inc,
retains an attorney.
11. Acceptance of Goods:
Dealer agrees that his/her signature or a signature by
his/her representative or affiliate to receive the product(s) or on any
order confirmation, invoice, delivery receipt, purchase order, or other
sales receipt is presumed to establish Dealer¡¯s acceptance of these
Terms and Conditions.
12. Disclaimers:
These Terms and Conditions do not constitute an offer
by Pure As Water Inc, to sell or extend credit. Each Pure As Water Inc,
Credit Application, request for credit, credit transaction, and Dealer
order is subject to prior approval by Pure As Water Inc. Pure As Water
Inc, shall not be responsible for typographical errors.
13. Miscellaneous Provisions, Waivers:
Pursuit of any one remedy shall not preclude pursuit
of any other remedies provided for herein or by law. No waiver of one
violation of these Terms and Conditions shall be deemed to constitute a
waiver of any similar violations subsequently occurring or any other
violation whatsoever.
14. Compulsory Arbitration:
Any controversy between the parties involving the
construction or application of any of the terms, covenants, or
conditions of these Terms and Conditions, except concerning violations
of Pure As Water Inc, intellectual property rights, shall be submitted
to arbitration in Ontario, California, and the arbitration shall comply
with and be governed by the provisions of the California Arbitration Act
(California Code of Civil Procedure Sections 1280-1294.2). Any
arbitration shall be submitted to Judicate West, 2111 E. Anapamu Street,
Santa Barbara, CA 93101. If Judicate West is unavailable, the matter
shall be submitted to JAMS. If JAMS is unavailable, the parties shall
submit the matter to another arbitrator.
15. Governing Law and Venue:
All matters relating to the enforcement or
interpretation of any sale transaction and this statement of Terms and
Conditions shall be governed by the laws of the State of California. The
parties to any sales transaction hereby consent to exclusive
jurisdiction and venue by the courts of the State of California as the
location where the sale contract was made, and agree that after
arbitration any suit or action to enforce or interpret any matter
relating to any sale transaction may be brought only in the courts
within the State of California in San Bernadino County.
16. Attorneys¡¯ Fees:
If any legal proceeding, arbitration, or other action
is brought or threatened for the enforcement or interpretation of these
Terms and Conditions, or because of an alleged dispute, breach, default
or misrepresentation in connection with any of the provisions of these
Terms and Conditions or any transaction arising hereunder, and the
prevailing party in any such action(s) should incur any legal fees,
including but not limited to any attorney¡¯s fees, paralegal fees,
expert witness fees and other similar costs, the successful or
prevailing party or parties to any such dispute or action shall be
entitled to recover their reasonable attorney¡¯s fees and additional
legal costs incurred, together with any other relief to which they may
be otherwise entitled, as determined by an arbitrator, judge or jury at
trial, or upon appeal or petition.
17. Intellectual Property:
All designs appearing on Pure As Water
Inc,products are copyrighted, patented, protected by the Lanham Act or
licensed by Pure As Water Inc. Pure As Water Inc, is a registered
trademark of Pure As Water Inc. All rights reserved. Pure As Water Inc.
9843 6th Street Unit 104 Rancho Cucamonga Ca, U.S.A. Pure As Water Inc,
may enforce its intellectual property rights in court without resorting
to compulsory arbitration.
18. Severability:
If any one or more of the provisions contained in
these Terms and Conditions is found to be invalid or unenforceable in
any respect, such invalidity or unenforceability shall not effect any
other provision, and the intent manifested thereby shall be recognized.
19. Modification:
These Terms and Conditions are subject to modification
by Pure As Water Imc?, Inc. at any time without prior notice and shall
be effective upon Pure As Water Inc,?, Inc.¡¯s publication of the
revised Terms and Conditions on its Website at www.Pureaswater.com. |