Sales Order Terms and Conditions

Sales Order Terms and Conditions

1. The Estimated Total includes estimated shipping and handling and sales taxes due on the products set forth on this Quote. However, such charges are estimated and included herein for Buyer’s reference. Seller shall, to the extent such efforts are commercially reasonable, coordinate delivery and fulfillment with the Buyer. Final shipping and handling charges and sales tax due on the transactions contemplated herein shall be confirmed by the Seller to the Buyer in Seller’s subsequent invoice(s) and shall be paid by Buyer in accordance with the Payment Terms set forth above. This Quote shall be governed by Seller’s standard Terms and Conditions, which are attached hereto and are incorporated herein by reference.

2. The Goods will be delivered per the estimated lead time after the acceptance of the Quote, receipt of Buyer’s purchase order, and 100% prepayment, provided that, subject to Buyer’s compliance with the terms provided herein, the Seller shall use commercially reasonable efforts to ship the Goods by such Goods’ corresponding Estimated Ship Date set forth on the Quote. Notwithstanding the foregoing, Seller shall not be liable for any delays, loss or damage in transit, including, for the avoidance of doubt, any delays, losses, or damages caused as a result of the global coronavirus influenza (COVID-19) pandemic (the “Pandemic”).

3. Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods to the location specified in the Quote (the “Delivery Point”) using Seller’s standard methods for packaging and shipping such Goods, unless otherwise agreed to by the parties. The date on which the Seller shipped Goods shall be, with respect to such Goods, the “Shipping Date.” Buyer shall take delivery of the Goods immediately upon Seller’s written notice that the Goods have been delivered to the Delivery Point. The risk of loss and damage becomes the responsibility of Buyer after the goods are delivered to the Delivery Point (e.g., F.O.B., Delivery Point). Buyer shall take title (at which time the sale is complete) and be responsible for risk of loss and obtaining insurance to deliver the Goods from the Delivery Point to its ultimate destination, provided that Buyer shall be responsible for all costs of shipping and handling from the origination point to the Delivery Point and beyond. Buyer shall also be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point.

4. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.

5. If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller’s notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, and Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

6. All quotations issued by Seller are revocable and subject to change without notice. Orders are not binding until accepted by Seller in writing in the Quote and prepayment is completed, and if accepted after the expiration date specified in the Quote, is only binding if thereafter accepted by Buyer. Buyer shall purchase the Goods from Seller at the price(s) (the “Price(s)”) set forth in the Quote. All Prices set forth above the Subtotal line on the Quote are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer, which are estimated for Buyer’s reference and labelled “Estimated Taxes” on the Quote. Seller assumes no liability and makes no representations nor warranties concerning the accuracy of the Estimated Taxes set forth on the Quote. Buyer shall be responsible for all such charges, costs and taxes, provided that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets.

7. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement and such failure continues for five (5) days after Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, provided that all Sections which by their nature would survive the termination of these Terms (including Buyer’s payment obligations) shall survive the termination of these Terms.

8. The Quote, once accepted by the Seller, may neither be cancelled nor modified by the Buyer without the prior written approval of the Seller. Upon receipt of prepayment, the order may not be cancelled by the Buyer nor refunded. Seller may cancel the Quote for any reason, even after payment of the Deposit by the Buyer, for a period of [thirty (30) days] after receipt of the Deposit, and Seller's only liability will be to refund 100% of the Deposit within [thirty (30) days] of such cancellation.

9. Returns - Due to the nature of our products, all sales are final. We do not accept returns/exchanges for any product. If the shipping address provided during checkout is incorrect/incomplete and the courier cannot deliver or a package is returned to us, new shipping fees will apply. If an item is received damaged or is incorrectly shipped by us, please contact Customer Support immediately at customerservice@touchland.com. Items that are defective and shipped from us or items that you did not order but received from us will qualify for store credit, replacement or a refund. Refunds are contingent upon inspection of item(s) once we receive it.