Terms of service
TERMS AND CONDITIONS OF SALE
1. ACCEPTANCE OF ORDER; GOVERNING PROVISIONS. Two3 Solutions, LLC("Seller") hereby acknowledges the order for products (the "Products") and/or services(the "Services") set forth on the applicable purchase order confirmation, on the termsand conditions set forth on the face of the purchase order confirmation and herein(together, this "Order Confirmation"). This Order Confirmation is an offer or counter-offer by Seller to sell the Products and/or Services in accordance with these terms andconditions, is not an acceptance of any offer made by Buyer, and is expresslyconditioned upon assent to these terms and conditions. There are no conditions to thisagreement not set forth herein. Buyer will be deemed to have assented to these termsand conditions unless Seller receives written notice of any objection within 3 days afterBuyer's receipt hereof. No additional or different terms or conditions will be bindingupon Seller unless specifically agreed to in writing, and Seller expressly rejects anyadditional or different terms and conditions set forth in Buyer's purchase order or anyother document provided by Buyer; failure of Seller to object to provisions contained inany purchase order or other communication from a buyer shall not be construed as awaiver of these terms and conditions nor an acceptance of any of such provisions.SELLER'S AGREEMENT TO PROVIDE THE PRODUCTS AND/OR SERVICES ISEXPRESSLY CONDITIONED ON BUYER'S ASSENT TO ALL OF THE TERMS ANDCONDITIONS SET FORTH HEREIN.
2. SHIPMENT OF PRODUCTS. Unless otherwise provided, shipment shall be F.O.B.Buyer's facility at the address specified in the applicable purchase order. All risk ofloss shall pass to Buyer upon delivery of the Products to Buyer or, if Buyer or Buyer'srepresentative picks up the Products at Seller locations, upon pick up by the carrier.Seller will attempt to honor, but will not guarantee Buyer's requested shipping date.Delivery of Products to a carrier at Buyer's location shall constitute delivery to Buyer.
3. REJECTION AND CLAIMS. Buyer shall inspect all Products upon arrival and shallimmediately notify Seller in writing of any shortages, damage and/or defects claimed toexist. All notifications shall be accompanied by bills of lading, packing slips, inspectionreports and other documents necessary to support Buyer's claims. All shortages,damage and/or defects not reported to Seller as required by this section and within 5business days of delivery shall be deemed waived and Buyer shall be deemed to haveaccepted such Products.
4. DELIVERY OF SERVICES. Seller shall use reasonable efforts to meet anyperformance dates to render the Services, and any such dates shall be estimates only.With respect to the Services, Buyer shall (i) cooperate with Seller in all matters relatingto the Services and provide such access to Buyer's premises, and such officeaccommodation and other facilities as may reasonably be requested by Seller, for thepurposes of performing the Services; (ii) respond promptly to any Seller request toprovide direction, information, approvals, authorizations, or decisions that arereasonably necessary for Seller to perform Services in accordance with therequirements of this Agreement; and (iii) provide such customer materials orinformation as Seller may reasonably request to carry out the Services in a timelymanner and ensure that such customer materials or information are complete andaccurate in all material respects; and (iv) obtain and maintain all necessary licensesand consents and comply with all applicable laws in relation to the Services before thedate on which the Services are to start. If Seller's performance of its obligations underthis Agreement is prevented or delayed by any act or omission of Buyer or its agents,subcontractors, consultants, or employees, Seller shall not be deemed in breach of itsobligations under this Agreement or otherwise liable for any costs, charges, or lossessustained or incurred by Buyer, in each case, to the extent arising directly or indirectlyfrom such prevention or delay.
5. PAYMENT. Each invoice shall be due and payable in United States funds within 30days of Seller's invoice or otherwise as provided on the face of the invoice. Late payments may be subject to interest or other service charges. Payment terms aresubject to change without notice by Seller, including without limitation that Seller maydecline to make shipments except for cash in advance or declare the price immediatelydue and payable, or both.
6. CHANGES AND CANCELLATION. Seller may at any time make such changes inthe Products as may be deemed an improvement by Seller, and obtain suitable substitutes for the Products unobtainable because of priorities or regulationsestablished by governmental authority or non-availability of Products from suppliers ormanufacturers, or changes in Products or materials previously obtained frommanufacturers or suppliers. Further,Seller may, from time to time changethe Services without the consent of Buyer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates setforth in the Order Confirmation. Buyer may not cancel or modify the order or thespecifications without Seller's written consent. Even if Seller consents, Seller will beentitled to the full contract price, less any expenses saved by Seller because of themodification or cancellation; Buyer shall also be responsible for any costs for whichSeller became liable, including without limitation any charges imposed for any Productsand/or Services ordered by Seller for such order. Any changes can result in a priceand schedule change.
7. WARRANTIES. Seller does not provide any warranty on the Products and/orServices. Seller will use reasonable efforts to pass through to Buyer any manufacturerwarranties given to Seller on the Products to the extent permitted by the terms andconditions of such warranties. SELLER MAKES NO OTHER EXPRESS OR IMPLIEDWARRANTY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUTLIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.
8. AGENT'S AUTHORITY. Buyer agrees that no agent, employee or representative ofSeller has authority to bind Seller to any affirmation, representation, or warrantyconcerning the Products and/or Services other than those warranties expressly setforth herein.
9. EXCLUSIVE REMEDY. The exclusive remedy of the Buyer for defective Productsand/or Services or any breach of the warranties set forth above shall be, in Seller'ssole discretion, the replacement of defective Products and/or Services without charge,a refund of the purchase price or a fair allowance against the price for the Productsand/or Services.
LIMITATION ON SELLER'S LIABILITY. TO THE EXTENT PERMITTED BY LAW, SELLER SHALL HAVE NO LIABILITY TO BUYER OR ANY OTHER PERSON FOR INCIDENTAL DAMAGES, PUNITIVE DAMAGES, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OF ANY KIND OR NATURE WHATSOEVER, WHETHER ARISING OUT OF BREACH OF WARRANTY OR OTHER BREACH OF CONTRACT, NEGLIGENCE OR OTHER TORT, OR OTHERWISE, EVEN IF SELLER SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH POTENTIAL LOSS OR DAMAGE. "CONSEQUENTIAL DAMAGES" FOR WHICH SELLER SHALL NOT BE LIABLE SHALL INCLUDE, WITHOUT LIMITATION, LOST PROFITS, PENALTIES, DELAY DAMAGES, LIQUIDATED DAMAGES AND OTHER DAMAGES AND LIABILITIES WHICH BUYER SHALL BE OBLIGATED TO PAY OR WHICH BUYER MAY INCUR RELATED TO OR ARISING OUT OF ITS CONTRACTS WITH ITS CUSTOMERS OR OTHER THIRD PARTIES. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY AMOUNT OF DAMAGES IN EXCESS OF AMOUNTS PAID BY BUYER FOR THE PRODUCTS AND/OR SERVICES AS TO WHICH A BREACH OF CONTRACT OR OTHER LIABILITY HAS BEEN DETERMINED TO EXIST. SELLER AND BUYER EXPRESSLY AGREE THAT THE PRICE FOR THE PRODUCTS AND/OR SERVICES WAS DETERMINED IN CONSIDERATION OF THE LIMITATION ON DAMAGES SET FORTH HEREIN AND SUCH LIMITATION HAS BEEN SPECIFICALLY BARGAINED FOR AND CONSTITUTES AN AGREED ALLOCATION OF RISK WHICH SHALL SURVIVE THE DETERMINATION OF ANY COURT OF COMPETENT JURISDICTION THAT ANY REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
10. Proprietary Information. All right, title and interest in and to any proprietaryinformation or intellectual property rights relating to the Products and/or Services,including, but not limited to, any developments, improvements or modifications of theProducts and/or Services, shall, as between the parties, be the property of, or remainwith or inure to, Seller.
11. FORCE MAJEURE. Failure of Seller to make or Buyer to take, all or any part ofany shipment hereunder, or failure of Seller to deliver the Services if any such failure isdue to acts of God, war, labor difficulties, breakdown or damage to Seller's facilities orBuyer's receiving facilities, embargoes, shortages of any raw materials or energy,shortages of transportation equipment, compliance with any law or any regulation ororder of any public authority and any other cause either similar or dissimilar beyond thecontrol of the party so failing, shall not subject such party to any liability to the otherparty. In such event, at the request of either party, the total quantity of Products to beshipped hereunder will be reduced by the quantity not shipped due to such causes.
12. TAXES. Buyer shall be responsible for payment of any sales, use or other taxesnow or hereafter imposed by any federal, state or local taxing authority upon or withrespect to the sales, purchase, shipment, receipt or use of the Products and/orServices.
13. WAIVER. Waiver by either Seller or Buyer of a breach or any provision hereofshall be effective only if made in a writing signed by an officer of such party. Any suchwaiver shall not be deemed a waiver of future compliance therewith and such provisionshall remain in full force and effect.
14. ARBITRATION. All disputes between the parties arising out of or relating to thisagreement shall be finally settled by arbitration under the Rules of Conciliation andArbitration of the American Arbitration Association, by one arbitrator appointed inaccordance with said Rules. Such arbitration shall occur in Milwaukee, Wisconsin.The award of any such arbitration shall be final and binding on both parties and shallbe enforceable against a party in any court having jurisdiction over that party.
15. GOVERNING LAW. All rights and obligation of Seller and Buyer shall be governedby the laws of the State of Wisconsin without regard to conflict of laws principles.
16. ENTIRE AGREEMENT. This writing is intended by Seller and Buyer as a final andcomplete expression of their agreement with respect to the subject matter hereof, andshall supersede all prior understandings, writings, negotiations and agreements withrespect thereto. The terms and conditions set out herein may be amended only by awriting specifically referencing that it is intended to modify this Order Confirmation andsigned by an officer of each party. The express terms hereof shall not be varied byany course of dealing, performance or usage of trade. Any different, conflicting oradditional terms in any purchase order, document or the like provided or offered by theBuyer are hereby expressly rejected.
17. SEVERABILITY. All of the terms and conditions hereof shall be deemedseverable. The unenforceability, illegality or invalidity of any provisions hereof shall notaffect the enforceability, legality or validity of any other, further or additional provisionhereof, all of which shall remain valid, binding and enforceable in accordance with theirterms.
18. SECURITY INTEREST; REMEDIES CUMULATIVE. This Order Confirmationshall constitute a Security Agreement under the Uniform Commercial Code ("UCC") ofthe appropriate state. Buyer hereby grants Seller a security interest in the Products, wherever located, and all proceeds thereof, to secure Buyer's payment in full for the Products and/or Services. Buyer hereby authorizes Seller to execute any UCC financing statement, or any other document necessary or appropriate, to protect Seller's security interest. In addition to any remedies granted Seller hereunder, in the event of Buyer's breach, Seller shall be entitled to all remedies provided by law and shall such remedies hereunder and thereunder shall be cumulative.
19. LIMITATION ON ACTIONS. No action, regardless of form, rising out of any transaction to which these terms and conditions are applicable may be brought by the Buyer more than one year after the cause of action has accrued. 20. RIGHT OF THIRD PARTIES. Nothing in these terms and conditions, whetherexpress or implied, is intended to confer any right or remedy under or by reason ofthese terms and conditions on any person other than the Buyer and Seller and their respective successors and assigns, nor is anything herein intended to relieve or discharge the obligation or liability of any third person to Buyer or Seller. 21.MARKETING. If buyer and seller agree to engage in business, the buyer reserves the right to take pictures specific to the product and services provided by the buyer, and permission to share on all social media platforms, including company website. The seller reserves the right to use buyer logo on company website unless told otherwise.
1. ACCEPTANCE OF ORDER; GOVERNING PROVISIONS. Two3 Solutions, LLC("Seller") hereby acknowledges the order for products (the "Products") and/or services(the "Services") set forth on the applicable purchase order confirmation, on the termsand conditions set forth on the face of the purchase order confirmation and herein(together, this "Order Confirmation"). This Order Confirmation is an offer or counter-offer by Seller to sell the Products and/or Services in accordance with these terms andconditions, is not an acceptance of any offer made by Buyer, and is expresslyconditioned upon assent to these terms and conditions. There are no conditions to thisagreement not set forth herein. Buyer will be deemed to have assented to these termsand conditions unless Seller receives written notice of any objection within 3 days afterBuyer's receipt hereof. No additional or different terms or conditions will be bindingupon Seller unless specifically agreed to in writing, and Seller expressly rejects anyadditional or different terms and conditions set forth in Buyer's purchase order or anyother document provided by Buyer; failure of Seller to object to provisions contained inany purchase order or other communication from a buyer shall not be construed as awaiver of these terms and conditions nor an acceptance of any of such provisions.SELLER'S AGREEMENT TO PROVIDE THE PRODUCTS AND/OR SERVICES ISEXPRESSLY CONDITIONED ON BUYER'S ASSENT TO ALL OF THE TERMS ANDCONDITIONS SET FORTH HEREIN.
2. SHIPMENT OF PRODUCTS. Unless otherwise provided, shipment shall be F.O.B.Buyer's facility at the address specified in the applicable purchase order. All risk ofloss shall pass to Buyer upon delivery of the Products to Buyer or, if Buyer or Buyer'srepresentative picks up the Products at Seller locations, upon pick up by the carrier.Seller will attempt to honor, but will not guarantee Buyer's requested shipping date.Delivery of Products to a carrier at Buyer's location shall constitute delivery to Buyer.
3. REJECTION AND CLAIMS. Buyer shall inspect all Products upon arrival and shallimmediately notify Seller in writing of any shortages, damage and/or defects claimed toexist. All notifications shall be accompanied by bills of lading, packing slips, inspectionreports and other documents necessary to support Buyer's claims. All shortages,damage and/or defects not reported to Seller as required by this section and within 5business days of delivery shall be deemed waived and Buyer shall be deemed to haveaccepted such Products.
4. DELIVERY OF SERVICES. Seller shall use reasonable efforts to meet anyperformance dates to render the Services, and any such dates shall be estimates only.With respect to the Services, Buyer shall (i) cooperate with Seller in all matters relatingto the Services and provide such access to Buyer's premises, and such officeaccommodation and other facilities as may reasonably be requested by Seller, for thepurposes of performing the Services; (ii) respond promptly to any Seller request toprovide direction, information, approvals, authorizations, or decisions that arereasonably necessary for Seller to perform Services in accordance with therequirements of this Agreement; and (iii) provide such customer materials orinformation as Seller may reasonably request to carry out the Services in a timelymanner and ensure that such customer materials or information are complete andaccurate in all material respects; and (iv) obtain and maintain all necessary licensesand consents and comply with all applicable laws in relation to the Services before thedate on which the Services are to start. If Seller's performance of its obligations underthis Agreement is prevented or delayed by any act or omission of Buyer or its agents,subcontractors, consultants, or employees, Seller shall not be deemed in breach of itsobligations under this Agreement or otherwise liable for any costs, charges, or lossessustained or incurred by Buyer, in each case, to the extent arising directly or indirectlyfrom such prevention or delay.
5. PAYMENT. Each invoice shall be due and payable in United States funds within 30days of Seller's invoice or otherwise as provided on the face of the invoice. Late payments may be subject to interest or other service charges. Payment terms aresubject to change without notice by Seller, including without limitation that Seller maydecline to make shipments except for cash in advance or declare the price immediatelydue and payable, or both.
6. CHANGES AND CANCELLATION. Seller may at any time make such changes inthe Products as may be deemed an improvement by Seller, and obtain suitable substitutes for the Products unobtainable because of priorities or regulationsestablished by governmental authority or non-availability of Products from suppliers ormanufacturers, or changes in Products or materials previously obtained frommanufacturers or suppliers. Further,Seller may, from time to time changethe Services without the consent of Buyer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates setforth in the Order Confirmation. Buyer may not cancel or modify the order or thespecifications without Seller's written consent. Even if Seller consents, Seller will beentitled to the full contract price, less any expenses saved by Seller because of themodification or cancellation; Buyer shall also be responsible for any costs for whichSeller became liable, including without limitation any charges imposed for any Productsand/or Services ordered by Seller for such order. Any changes can result in a priceand schedule change.
7. WARRANTIES. Seller does not provide any warranty on the Products and/orServices. Seller will use reasonable efforts to pass through to Buyer any manufacturerwarranties given to Seller on the Products to the extent permitted by the terms andconditions of such warranties. SELLER MAKES NO OTHER EXPRESS OR IMPLIEDWARRANTY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUTLIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.
8. AGENT'S AUTHORITY. Buyer agrees that no agent, employee or representative ofSeller has authority to bind Seller to any affirmation, representation, or warrantyconcerning the Products and/or Services other than those warranties expressly setforth herein.
9. EXCLUSIVE REMEDY. The exclusive remedy of the Buyer for defective Productsand/or Services or any breach of the warranties set forth above shall be, in Seller'ssole discretion, the replacement of defective Products and/or Services without charge,a refund of the purchase price or a fair allowance against the price for the Productsand/or Services.
LIMITATION ON SELLER'S LIABILITY. TO THE EXTENT PERMITTED BY LAW, SELLER SHALL HAVE NO LIABILITY TO BUYER OR ANY OTHER PERSON FOR INCIDENTAL DAMAGES, PUNITIVE DAMAGES, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OF ANY KIND OR NATURE WHATSOEVER, WHETHER ARISING OUT OF BREACH OF WARRANTY OR OTHER BREACH OF CONTRACT, NEGLIGENCE OR OTHER TORT, OR OTHERWISE, EVEN IF SELLER SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH POTENTIAL LOSS OR DAMAGE. "CONSEQUENTIAL DAMAGES" FOR WHICH SELLER SHALL NOT BE LIABLE SHALL INCLUDE, WITHOUT LIMITATION, LOST PROFITS, PENALTIES, DELAY DAMAGES, LIQUIDATED DAMAGES AND OTHER DAMAGES AND LIABILITIES WHICH BUYER SHALL BE OBLIGATED TO PAY OR WHICH BUYER MAY INCUR RELATED TO OR ARISING OUT OF ITS CONTRACTS WITH ITS CUSTOMERS OR OTHER THIRD PARTIES. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY AMOUNT OF DAMAGES IN EXCESS OF AMOUNTS PAID BY BUYER FOR THE PRODUCTS AND/OR SERVICES AS TO WHICH A BREACH OF CONTRACT OR OTHER LIABILITY HAS BEEN DETERMINED TO EXIST. SELLER AND BUYER EXPRESSLY AGREE THAT THE PRICE FOR THE PRODUCTS AND/OR SERVICES WAS DETERMINED IN CONSIDERATION OF THE LIMITATION ON DAMAGES SET FORTH HEREIN AND SUCH LIMITATION HAS BEEN SPECIFICALLY BARGAINED FOR AND CONSTITUTES AN AGREED ALLOCATION OF RISK WHICH SHALL SURVIVE THE DETERMINATION OF ANY COURT OF COMPETENT JURISDICTION THAT ANY REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
10. Proprietary Information. All right, title and interest in and to any proprietaryinformation or intellectual property rights relating to the Products and/or Services,including, but not limited to, any developments, improvements or modifications of theProducts and/or Services, shall, as between the parties, be the property of, or remainwith or inure to, Seller.
11. FORCE MAJEURE. Failure of Seller to make or Buyer to take, all or any part ofany shipment hereunder, or failure of Seller to deliver the Services if any such failure isdue to acts of God, war, labor difficulties, breakdown or damage to Seller's facilities orBuyer's receiving facilities, embargoes, shortages of any raw materials or energy,shortages of transportation equipment, compliance with any law or any regulation ororder of any public authority and any other cause either similar or dissimilar beyond thecontrol of the party so failing, shall not subject such party to any liability to the otherparty. In such event, at the request of either party, the total quantity of Products to beshipped hereunder will be reduced by the quantity not shipped due to such causes.
12. TAXES. Buyer shall be responsible for payment of any sales, use or other taxesnow or hereafter imposed by any federal, state or local taxing authority upon or withrespect to the sales, purchase, shipment, receipt or use of the Products and/orServices.
13. WAIVER. Waiver by either Seller or Buyer of a breach or any provision hereofshall be effective only if made in a writing signed by an officer of such party. Any suchwaiver shall not be deemed a waiver of future compliance therewith and such provisionshall remain in full force and effect.
14. ARBITRATION. All disputes between the parties arising out of or relating to thisagreement shall be finally settled by arbitration under the Rules of Conciliation andArbitration of the American Arbitration Association, by one arbitrator appointed inaccordance with said Rules. Such arbitration shall occur in Milwaukee, Wisconsin.The award of any such arbitration shall be final and binding on both parties and shallbe enforceable against a party in any court having jurisdiction over that party.
15. GOVERNING LAW. All rights and obligation of Seller and Buyer shall be governedby the laws of the State of Wisconsin without regard to conflict of laws principles.
16. ENTIRE AGREEMENT. This writing is intended by Seller and Buyer as a final andcomplete expression of their agreement with respect to the subject matter hereof, andshall supersede all prior understandings, writings, negotiations and agreements withrespect thereto. The terms and conditions set out herein may be amended only by awriting specifically referencing that it is intended to modify this Order Confirmation andsigned by an officer of each party. The express terms hereof shall not be varied byany course of dealing, performance or usage of trade. Any different, conflicting oradditional terms in any purchase order, document or the like provided or offered by theBuyer are hereby expressly rejected.
17. SEVERABILITY. All of the terms and conditions hereof shall be deemedseverable. The unenforceability, illegality or invalidity of any provisions hereof shall notaffect the enforceability, legality or validity of any other, further or additional provisionhereof, all of which shall remain valid, binding and enforceable in accordance with theirterms.
18. SECURITY INTEREST; REMEDIES CUMULATIVE. This Order Confirmationshall constitute a Security Agreement under the Uniform Commercial Code ("UCC") ofthe appropriate state. Buyer hereby grants Seller a security interest in the Products, wherever located, and all proceeds thereof, to secure Buyer's payment in full for the Products and/or Services. Buyer hereby authorizes Seller to execute any UCC financing statement, or any other document necessary or appropriate, to protect Seller's security interest. In addition to any remedies granted Seller hereunder, in the event of Buyer's breach, Seller shall be entitled to all remedies provided by law and shall such remedies hereunder and thereunder shall be cumulative.
19. LIMITATION ON ACTIONS. No action, regardless of form, rising out of any transaction to which these terms and conditions are applicable may be brought by the Buyer more than one year after the cause of action has accrued. 20. RIGHT OF THIRD PARTIES. Nothing in these terms and conditions, whetherexpress or implied, is intended to confer any right or remedy under or by reason ofthese terms and conditions on any person other than the Buyer and Seller and their respective successors and assigns, nor is anything herein intended to relieve or discharge the obligation or liability of any third person to Buyer or Seller. 21.MARKETING. If buyer and seller agree to engage in business, the buyer reserves the right to take pictures specific to the product and services provided by the buyer, and permission to share on all social media platforms, including company website. The seller reserves the right to use buyer logo on company website unless told otherwise.
