1. Price. All sales orders are subject to acceptance by Jala, LLC at its offices in Torrance, CA, U.S.A., at the prices in effect at the time of acceptance. Payment is due prior to shipment.
2. Delivery. All sales are ex works (as defined in Incoterms 2010) the JALA warehouse. All transportation costs, insurance, freight forwarders, handling, import permits, duties, taxes and customs broker=s charges are for the sole account of the Customer. Delivery or tender of delivery of any installment within three weeks after payment is timely performance by JALA. After that, tender of delivery prior to receipt of written cancellation by Customer is timely performance by JALA.
3. Payment. All invoices are payable in the United States dollars. If payment is by credit card, Customer warrants and represents that it will not dispute the payment with the credit card company. Any payment may be accepted and applied against any amount owed by Customer, regardless of any statement appearing on or accompanying the payment. Any goods sold to Customer, whether under this contract and/or any other contract, and not in dispute will be paid for when due, without offset, defense or counterclaim and regardless of the controversies relating to other goods.
4. Returns. All Returns must be pre-authorized by Jala and the return ship date must be within 14 days of delivery date. Clothing must not be worn, washed or damaged and returned in the new condition. Buyer is responsible for shipping cost and will be charged a 15% restocking fee. Once Jala receives a pre-authorized return and validates that return shipment was within 14 days, a refund will be given minus the 15% restocking fee. All orders are non-refundable and non-exchangeable for any reason after the 14 day return policy period.
5. Claims. If a breach by JALA causes a Customer actual damages, the exact amount of which are uncertain, extremely difficult and impracticable to fix. Therefore, for any and all breaches of this contract by JALA, JALA will pay Customer $500.00 as liquidated and agreed damages in full and final settlement of any claim under this contract. This represents a fair and reasonable estimate of the damages and cost the Customer will incur by reason of any breach by JALA. This remedy is exclusive. JALA is not liable for any incidental or consequential damages, including lost profits.
6. Customer Solvency. Customer represents and warrants to JALA that it was solvent at the time it signed the JALA purchase. Customer makes a continuing representation and warranty of its solvency at the time of each tender of delivery. If Customer fails to make payment when due or disputes a charge card payment, JALA may: (1) cancel (Customer remaining liable for damages); (2) defer shipments; (3) sell all or any part of the goods at public or private sale (Customer to be responsible for the costs and expenses of such sale and any deficiency. JALA will account to Customer for any excess. JALA will have the right to become the purchaser of such goods at any such sale); or (4) obtain damages from Customer equal to the difference between the market price of goods as of the date of default, breach or repudiation and the contract price.
7. Exclusion of Warranties. The products are sold as is: (1) no warranty has arisen through trade or custom or course of dealing with JALA; (2) there are no warranties that extend beyond this contract; (3) Customer assumes all risks that the goods infringe patents, copyrights, trademarks; and (4) there is no warranty express or implied that the goods are suitable for any particular use or purpose or that the goods are merchantable.
8. JALA Remedies. All rights and remedies of JALA are in addition to all other rights or remedies of JALA under any other contract, the Uniform Commercial Code and applicable law.
9. Force Majeure. JALA will not be liable if JALA is unable to carry out any of its obligations due to circumstances beyond its control, including without limitation casualty, accident, strike, lockout, labor disturbance, boycott, embargo, major changes in economic circumstance, delay or inability to obtain supplies, labor, raw materials or energy through JALA' usual and regular sources, fires, floods, adverse climatic conditions, military conflicts, governmental requests, Act of God, war and other hostilities or any cause or circumstances whatsoever (whether like or unlike the foregoing). In such event, JALA may, in its discretion, without notice to Customer: (1) extend JALA' time for performance for a time which is reasonable under all the circumstances; (2) cancel all or any portion of this order and contract and any other contract with Customer; or (3) apportion JALA' available supply among its customers in any reasonable manner.
10. Interpretation. These terms constitute the entire agreement between the parties and supersede all prior negotiations and agreements between the parties on their subject matter. These terms supersede the wholesale terms on the Jala website. These terms are intended as the final, complete and exclusive statement of the terms and cannot be changed, waived or terminated orally or in writing, unless signed by both parties. There are no express or implied representations, warranties of inducements, except as set forth. Any uncertainty will not be interpreted based on attribution of drafting. This Agreement may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. All section headings are for reference only. All disclaimers of warranties will be construed liberally in favor of JALA. If any provision is held invalid, all other provisions remain. Performance on time is extremely important. The failure of a party to insist upon strict adherence to any provision will not be a waiver of that term and will not prevent that party from enforcing that term. A party will not be prevented from enforcing a term by delay in seeking to enforce it or on the basis that its conduct was inconsistent with that term. The receipt of any benefit will not prevent a party from enforcing any provision. All communications will be in English. Any terms in any communication from the Customer which are not identical to these terms will not become part of the contract. These terms apply to all transactions between the parties, unless Customer later signs other JALA terms, in which case those will control.
11. Jurisdiction and Forum. This agreement is exclusively governed by California law (except its choice of law) and is not subject to the U.N. Convention on International Sale of Goods. The forum of the resolution of any dispute will be Los Angeles County, California, JALA= place of performance. Customer waives any objection to (1) personal jurisdiction, (2) venue, and (3) service of process of any federal or state court in Los Angeles County, California.
12. Limitation on Actions. The period to start legal proceedings on any claim (tort, contract or statutory) is 1 year after the claim occurs. The parties waive the right to increase this time by delay in discovery. The failure to start proceedings within 1 year is an absolute bar.