BY USING AND/OR VISITING THIS WEBSITE (collectively, including all Content available through the SANN.NET domain name, the “SAN Website”, or “Website”), YOU SIGNIFY YOUR ASSENT TO BOTH THESE TERMS AND CONDITIONS (the “Terms of Service”) AND THE TERMS AND CONDITIONS OF SAN AND SANN.NET’s PRIVACY NOTICE AND DISCLAIMERS, WHICH ARE INCORPORATED HEREIN BY REFERENCE. If you do not agree to any of these terms, then please do not use the SAN Website.
3. Access SAN
A. SAN hereby grants you permission to use the Website as set forth in this Terms of Service, provided that: (i) your use of the Website as permitted is solely for your personal, noncommercial use; (ii) you will not copy or distribute any part of the Website in any medium without SAN’s prior written authorization; (iii) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose; and (iv) you will otherwise comply with the terms and conditions of these Terms of Service.
B. In order to access some features of the Website, you will have to create an account. You may never use another’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify SAN immediately of any breach of security or unauthorized use of your account. Although SAN will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of SAN or others due to such unauthorized use.
C. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Website in a manner that sends more request messages to the SAN servers in a given period of time than a human can reasonably produce in the same period by using a convention on-line web browser. Notwithstanding the foregoing, SAN grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. SAN reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their User Submissions.
4. Intellectual Property Rights
The content on the SAN Website, except all User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to SAN and or sann.net, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Website is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. SAN and sann.net reserves all rights not expressly granted in and to the Website and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the SAN Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the SAN Website or the Content therein.
5. SAN User Submissions
A. The SAN Website may now or in the future permit the submission of videos or other communications submitted by you and other users (“User Submissions”) and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, SAN does not guarantee any confidentiality with respect to any submissions.
B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize SAN to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service. For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting the User Submissions to SAN, you hereby grant SAN a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the SAN Website and SAN’s (and its successor’s) business, including without limitation for promoting and redistributing part or all of the SAN Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the SAN Website a non-exclusive license to access your User Submissions through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Service. The foregoing license granted by you terminates once you remove or delete a User Submission from the SAN Website.
C. In connection with User Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant SAN all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage SAN or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business: (v) impersonate another person. SAN does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and SAN expressly disclaims any and all liability in connection with User Submissions. SAN does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and SAN will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another’s intellectual property rights. SAN reserves the right to remove Content and User Submissions without prior notice. SAN will also terminate a User’s access to its Website, if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Website more than twice. SAN also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. SAN may remove such User Submissions and/or terminate a User’s access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.
D. You understand that when using the SAN Website, you will be exposed to User Submissions from a variety of sources, and that SAN is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SAN with respect thereto, and agree to indemnify and hold SAN, its Owners/Operators, affiliates, and/or licencors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.
E. SAN permits you to link to materials on the Website for personal, non-commercial purposes only. In addition, SAN provides an “Embedded Player” feature, which you may incorporate into your own personal, non-commercial websites for use in accessing the materials on the Website, provided that you include a prominent link back to the SAN website on the pages containing the Embedded Player. SAN reserves the right to discontinue any aspect of the SAN Website at any time.
6. Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE SAN WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SAN, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. SAN MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SAN WEBSITE. SAN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SAN WEBSITE OR ANY HYPER-LINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SAN WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
7. Limitation of Liability
IN NO EVENT SHALL SAN, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SAN WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT SAN SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
The Website is controlled and offered by SAN from its facilities in the United States of America. SAN makes no representations that the SAN Website is appropriate or available for use in other locations. Those who access or use the SAN Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.
You agree to defend, indemnify and hold harmless SAN, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the SAN Website; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the SAN Website.
9. Ability to Accept Terms of Service
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the SAN Website is not intended for children under 13. If you are under 13 years of age, then please do not use the SAN Website – there are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you.
These Terms of Service, and any rights and licenses granted here-under, may not be transferred or assigned by you, but may be assigned by SAN without restriction.
You agree that: (i) the SAN Website shall be deemed solely based in Los Angeles, CA; and (ii) the SAN Website shall be deemed a passive website that does not give rise to personal jurisdiction over SAN, either specific or general, in jurisdictions other than California. These Terms of Service shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and SAN that arises in whole or in part from the SAN Website shall be decided exclusively by a court of competent jurisdiction located in Los Angeles County of Los Angeles, California. These Terms of Service and any other legal notices published by SAN on the Website, shall constitute the entire agreement between you and SAN concerning the SAN Website. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and SAN’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. SAN reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the SAN Website following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND SAN AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SAN WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
SAN PURCHASE ORDER TERMS AND CONDITIONS:
This Purchase Order is an offer by SAN Nutrition Corp (“SAN”) to the buyer listed on the accompanying Purchase Order (“YOU”). YOUR acceptance is limited to its provisions without additions, deletions, or other modifications. IF YOU DO NOT ACCEPT EACH OF THESE TERMS, DO NOT DELIVER THE GOODS. No other terms (including those on an invoice or separate communication) shall alter these terms unless signed by SAN. SAN’s acceptance of all or part of the goods shall not (i) waive SAN’s right to cancel or return all or any portion of the goods or services that do not conform to the Purchase Order; or (ii) preclude SAN from making any claim for damages or breach of warranty. All purchases are subject to inspection and rejection by SAN. Rejected goods will be returned at YOUR expense including shipping both ways and all related labor and packing costs. No goods returned as defective or non-conforming by SAN shall be replaced by YOU without written permission of an authorized agent of SAN.
YOU specifically warrant that the goods YOU deliver will be within the 95% – 105% range of potency for each compound listed on the Certificate of Analysis. YOU further warrant that the goods YOU deliver are 100% free from steroidal compounds, steroid metabolites, SARMs, and all other potentially toxic or harmful ingredients, including all compounds listed on the World Anti-Doping Agency banned substance list. YOU further warrant that the goods will: (i) be free of infringement of property rights of third parties, including without limitation, any patent, trademark, trade name, copyright or right of publicity, or misappropriate any trade secret or violate any license or any other rights; (ii) be free from defects in material, and be of even kind and quality without variation; (iii) be of merchantable quality; (iv) be fit for the intended use of the SAN, SAN’s customers and any other intended uses of such goods; and (v) conform with the Certificate of Analysis and other items referred to in this Purchase Order.
YOU agree to defend, indemnify and hold harmless SAN, its officers, directors, shareholders, affiliated entities, employees, agents, representatives, successors and assigns (“Indemnitees”) from all losses, liabilities, damages, and/or expenses which may be claimed against an Indemnitee arising out of: (i) defective or non-conforming goods; (ii) a claim that the goods contain steroidal compounds, steroid metabolites, SARMs, other potentially toxic or harmful ingredients, or compounds listed on the World Anti-Doping Agency banned substance list; (iii) a claim that the goods violate the intellectual property of a third party; (iv) a claim that the goods do not conform to the Certificate of Analysis; or (v) YOUR breach of any warranty herein.
ALL packaging used shall be appropriate for its intended use (e.g. vitamins and sport nutrition) and shall properly seal to protect the goods (e.g. capsules/tablets/powder) from outside intrusions or leakages. YOU acknowledge that any powder leakage or other defective packaging renders the goods as defective. Packaging of powder goods shall not incorporate spinning closures.
The price for goods ordered hereby shall be the lower of: (i) the price stated on the accompanying Purchase Order or (ii) the same price charged by YOU to most favored customers at the time of shipment of goods of the same kind and quality taking into account quantity discounts. Price is inclusive of applicable taxes, freight, all packaging and handling, transportation, and insurance unless explicitly indicated on the face of this Purchase Order or agreed to otherwise in writing by SAN.
All deliveries are F.O.B. Destination to the location designated on this Purchase Order. All International Orders shall be delivered Duty Paid. All risk of loss shall remain with YOU until goods and services have actually been received and accepted by SAN. The goods or services ordered must be received no later than the delivery date specified.
DO NOT ENTER INTO THIS PURCHASE AND SALE TRANSACTION IF YOU DO NOT ACCEPT EACH OF THE ABOVE TERMS. NO FURTHER TERMS SHALL ALTER OR AUGMENT THESE TERMS UNLESS SIGNED BY SAN.
1. GENERAL AGREEMENT. These terms and conditions and the documents of S.A.N Nutrition Corp., a Nevada corporation (hereinafter referred to as the “Company”), if any, to which these terms and conditions are attached, affixed or incorporated by reference constitute the complete and exclusive agreement between the company and the customer who has placed an order for goods or services with the Company (such person, firm or entity placing such order being hereinafter referred to as the “Customer”) constitute the final, complete and exclusive agreement between the Company and the Customer as to such sale of the goods contemplated (the “Agreement”) and supersede all prior or contemporaneous oral or written agreements with respect thereto. All purchases made by Customer or any agent or representative thereof and all sales by the Company are expressly limited to and conditioned upon acceptance of this Agreement. Any modification or attempted modification of this Agreement by Customer and/or any terms additional to or different from this Agreement whether contained in Customer’s purchase order, any other purchase orders or acknowledgement requests or other writings provided by Customer relating to any written or oral communication of an offer by the Company are hereby objected to and rejected by the Company unless conspicuously and expressly consented to in writing and signed by both the Company and the Customer. In the event that these terms and conditions are deemed to be an acceptance of a prior offer by the Customer, such acceptance is limited to the express terms and conditions contained herein. Customer acknowledges and agrees that Customer has not been induced to enter into this Agreement by any oral or written representation, guaranty or warranty made by or on behalf of the Company other than as set forth herein. Any purchase order or other writing submitted by the Customer in connection with any transaction between Customer and the Company shall be solely for the internal use of the Customer and none of the terms or conditions of any Customer issued purchase order or other writing shall be deemed to govern or control any aspect of the relationship between the parties and will not be binding on Company unless the Customer and Company agree, in a separate writing, to such terms or conditions regardless of whether the subject matter of any of the same are not covered by the provisions hereof.
2. QUOTES. Price quotes, if any, shall be firm and valid for 7 days unless otherwiseexpressly stated in writing in such quote. In the event Customer does not accept Company’s price quote within such 7-day period, the price quote shall be subject to change at the sole discretion of Company.
3. NATURE OF TRANSACTION. The parties agree that this transaction is a Commercial Transaction constituting the sale of goods and is subject to and shall be governed by the provisions of Article Two of the Uniform Commercial Code as it has been adopted and amended by the State of California and modified by these Conditions of Sale.
4. QUANTITY. Variations in quantity of five (5%) percent over or under the quantity agreed upon by the Customer and the Company shall constitute acceptable delivery and performance. Within this range, Company shall bill and the Customer shall pay for the actual quantity delivered.
5. PAYMENT. Customer agrees to pay Company’s invoices within allowed terms or within 30 days from the date of invoice. Invoices not paid in full within 30days from invoice date will be subject to a finance charge of 1.5 percent per month (18 percent per annum) or the maximum rate allowed by law, if less.
6. TITLE/INFRINGEMENT. The Company warrants that it will deliver good title to all goods sold to Customer free and clear of all liens and encumbrances. To the extent that any goods sold to Customer are manufactured by the Company, the Company warrants that the same shall not violate or infringe any patent, trademark or other intellectual property rights of any third party. If suit is brought against Customer alleging that the Company’s manufacture of any of the goods infringes any U.S. Patent, then Customer will provide the Company immediate written notice and permit the Company to manage and defend all aspects of such suit.Conversely, for all goods made to Customer’s specifications, Customer warrants to the Company that the same shall not violate or infringe any patent, trademark or other intellectual property rights of any third party. Customer assumes all responsibility for and Company shall not be liable for use of any goods either alone or in combination with any other products or in the operation of any process and/or for the use of any design, trademark, trade name or other part thereof appearing on or with respect to the goods at Customer’s request.
7. PRICE. The price set forth in any quotation is based upon the specifications detailed therein. Any changes to such specifications that require additional production time or other additional costs will be charged in addition to the price set forth therein. All prices are F.O.B. shipping point unless specified to the contrary it being understood and agreed that the Company may ship goods from more than one location. Where, for the convenience of the Customer, Company arranges for shipment and incurs freight charges, such freight charges shall be
billed to and paid for by the Customer unless otherwise agreed. In the event any freight company, or agent or trustee thereof, later asserts freight charges to be properly due in addition to those originally billed, the Customer shall reimburse Company to the extent of such additional charges. Customer shall also pay any sales, use, or other taxes now or hereafter imposed by any federal, state, or local taxing authority upon or with respect to the sale, other than taxes imposed on net income or personal property taxes. In the event such taxes are not included in the invoice from Company, but it is determined that Company is subject to such taxes by a taxing authority, Company may pay such taxes and the Customer will reimburse Company the amount thereof. In no event shall the Customer be responsible for any taxes incurred based solely on the income of the Company.
8. CREDIT. The Company’s duty to sell and deliver the goods to the Customer and Customer’s right to purchase the goods from the Company hereunder shall at all times remains subject to the continuing approval of Customer’s creditworthiness by the Company in its sole discretion. The Company reserves the right to sell goods to the Customer on prepaid, C.O.D., standby letter of credit or other secured or collaterally assured basis acceptable to the Company in its sole discretion. Without limiting the Company’s rights and remedies hereunder, if Customer fails to pay any amount when due or if the Company requires assurances or further assurance of Customer’s creditworthiness, the Company may terminate any order, demand different credit terms or impose different requirements for assurance of payment. In regards to product returns, Company will accept returns only after Company approval. A restocking fee of 15% shall be applied to all returns.
9. INDEMNIFICATION. Subject to the Company’s limitation of liability set forth below, each party shall at all times indemnify, defend, and save the other party, itsaffiliates and their employees, officers, directors, and agents harmless from any and all damages, losses, claims, attorney’s fees, economic loss and any other harmful consequences that arise in connection with the goods sold and/or which result, directly or indirectly from any breach by such party of such party’s obligations to the other party.
10. FORCE MAJEURE. Company shall not be liable for delays or non-performance occasioned by causes beyond its control, including, without limitation, acts of God, strikes, lockouts, fires, inability to obtain materials, breakdowns, delays of carriers or suppliers, and governmental acts and regulation. Nothing contained herein shall be construed to require Company to settle any strike or other dispute.
11. LIMITATIONS OF WARRANTIES. THE COMPANY WARRANTS THAT IT GOOD TIHAS TLE TO THE GOODS, FREE AND CLEAR OF ALL LIENS ANDENCUMBRANCES. THE COMPANY FURTHER WARRANTS THAT ALL GOODS SOLD HEREUNDER SHALL CONFORM TO THE SPECIFICATIONS AGREED IN WRITING BETWEEN THE COMPANY AND THE CUSTOMER. THE COMPANY MAKES NOOTHER REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE SALE OF THE GOODS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTERS WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.
12. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHINGCONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL COMPANY’S LIABILITY, WHETHER BASED IN CONTRACT OR TORT, INCLUDE ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WITH RESPECT TO ANY DAMAGES WHICH ALLEGEDLY ARISE OUT OF THE PERFORMANCE OR BREACH OF THIS AGREEMENT. THE COMPANY’S LIABILITY SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE AMOUNT ACTUALLY PAID BY CUSTOMER TO COMPANY FOR THE GOODS WHICH WERE THE SUBJECT OF THE COMPANY’S BREACH.
13. LIMITATION OF ACTIONS/CLAIMS. No action, regardless of form, arising out of the transactions under this agreement may be brought more than one year after the cause of action has accrued. All claims for alleged defects shall be deemed waived unless made in writing, along with samples demonstrating the complaint, within (30) days after Customer’s receipt of goods.
14. CONFIDENTIALITY. Company will maintain in confidence all information furnished to Company by Customer provided that such information is identified, in writing, as confidential. Except to the extent required by law or court or administrative order or as necessary to enable Company to perform its obligations hereunder, Company will not make use of or disclose any of such information to any other person.
15. NON-WAIVER. No waiver by Company of a breach of any provision hereof shall be deemed a waiver of any subsequent similar or other breach by Customer of Customers obligations hereunder.
16. GOVERNING LAW. This agreement is made and entered into in the State of California for goods, materials and services to be provided and sold by Company and purchased by Customer in the State of California. This agreement shall be governed by and construed in accordance with the laws of California, without regard to its principles of conflicts of laws. Customer consents to the exclusive jurisdiction of the courts of Ventura County California and agrees that any legal action or proceeding arising under, or relating to, this agreement shall be brought in any state or federal court located in the State of California, County of Ventura.
17. ASSIGNMENT. Neither party shall assign this agreement or its rights hereunder without the prior written consent of the other party, except to its subsidiaries and/ or affiliates or the surviving entity of a merger or consolidation involving such party. Upon any assignment made in compliance with this paragraph, this agreement shall inure and be binding upon the successors and assigns of the assigning party and any such successors and assigns shall agree in writing to be bound by the terms and conditions hereof.
18. COMPLIANCE WITH LAWS Each party hereto agrees to comply with all federal,
applicable state, applicable local or applicable foreign laws, statutes, rules, regulations and other similar or dissimilar requirements of any governmental or quasi-governmental entity or authority in connection with the handling, storage, sale, delivery, application, use or disposition of all goods.
19. COMPLETE AGREEMENT. THE TERMS AND CONDITIONS SET FORTH HEREIN SUPERSEDE ALL OTHER PROPOSALS, ORAL OR WRITTEN, AND ALL PREVIOUS NEGOTIATIONS, CONVERSATIONS, OR DISCUSSIONS BETWEEN THE PARTIES TO THIS AGREEMENT. CUSTOMER UNDERSTANDS AND AGREES THAT NO AGENT, EMPLOYEE, OR REPRESENTATIVE OF COMPANY HAS AUTHORITY TO BIND COMPANY TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT WHICH IS NOT SET FORTH HEREIN, AND THAT ANY AFFIRMATION, REPRESENTATION OR WARRANTY WHICH IS NOT SET FORTH HEREIN SHALL NOT CONSTITUTE A WARRANTY.