Terms Of Sale
These terms of sale (“Agreement”) are binding on you and Select A Head, LLC (“SAH”), and apply to all offers made by SAH, all orders placed by you, and any other agreements or arrangements between you and SAH that relate to the products or services offered by SAH.
1. ACCEPTANCE OF ORDER
When you submit an order for an SAH product, it will be deemed a request for SAH to manufacture and sell to you a display according to the specifications of your order. SAH reserves the right to refuse or cancel any order at any time. In the event that an order is refused or canceled, your sole recourse shall be the return of amounts paid by you to SAH related to the refused or canceled order (if any). Upon acceptance of an order, SAH will fulfill the order and ship the product to you pursuant to the terms and conditions of this Agreement notwithstanding any contrary provision contained in any purchase orders, invoices, acknowledgements or other documents. All orders are FOB shipping point, prepaid.
You may submit images, logos, words, text, symbols, or any other content (any such submission herein referred to as “Your Content”) to be imprinted upon a SAH product (a “Custom Display”). Any submission of Your Content will be deemed a request for a Custom Display sale and subject to the same terms and conditions of other orders, as well as the terms of this Agreement which specifically pertain to Custom Display sales.
Notwithstanding the product prices shown on the selectahead.com website, SAH cannot confirm the price of an item until an order has been placed and accepted. The price displayed at the time an order is accepted is the effective price. If you do not wish to place the order with the price as stated, your sole recourse is cancellation of your order prior to shipment of the ordered product by SAH. Prices shown do not include sales or other taxes imposed on the sale of goods. Taxes now or hereafter imposed upon sales or shipments will be added to the purchase price. All international buyers are responsible for all tax, duties and customs fees.
SAH tries to describe and display its products on its website as accurately as possible. But SAH cannot and does not warrant that such descriptions, images, or other content on the website are accurate, complete, reliable, current or error-free. If a product you purchase from us, other than a Custom Display, does not match in all material respects the product you ordered, as described or displayed on our website, your sole remedy is to return it in unused condition for a replacement of equal or lesser value, a refund or a credit. Notwithstanding the foregoing, all Custom Display sales are final. If you wish to return a Custom Display and SAH determines, in its sole discretion, that the Custom Display does not conform to the specifications of your Custom Display order, then your only remedy is to return it in an unused condition for a replacement. No refunds, credits, or other remedies are available for any Custom Display orders.
SAH will not be accountable for delays in delivery related to acts of God, failure of its suppliers to ship or deliver on time, or any other circumstances beyond SAH’s control. Delivery dates stated online, in an order, or an acceptance, are only estimates, and in no case will SAH be liable for any damages, including, but not limited to, consequential or special damages, arising from or related to any delay in shipment or delivery. You and SAH agree that, as to all sales, including but not limited to Custom Display sales, time is not of the essence.
5. INTELLECTUAL PROPERTY
Any intellectual property rights that you have in Your Content are retained by you, notwithstanding your submission of Your Content to SAH in connection with a Custom Display order or any other order, provided however, that you hereby grant to SAH, its agents, successors and assigns, a limited, worldwide, royalty free, irrevocable right and license to use, display and distribute Your Content to fulfill your order, promote SAH’s business, and for any other purpose contemplated by this Agreement, effective as of the date of acceptance of your order by SAH. Any intellectual property rights of any kind owned or controlled by SAH are expressly retained by SAH and remain the sole and exclusive property of SAH (or the third party owner). Nothing in this Agreement is or will be deemed to transfer to you any intellectual property rights owned or controlled by SAH.
(a) You represent and warrant that Your Content that you submit to SAH in connection with a Custom Order or for any other purpose: (i) does not infringe any patent, copyright, trademark trade secret, or any other intellectual property or proprietary right of any third party; (ii) does not infringe upon any right to privacy or publicity of any third party; and (iii) does not otherwise violate any laws or infringe the rights of any third party. (b) You further warrant that you have the right to submit Your Content to SAH and to grant to SAH the rights in Your Content contemplated by this Agreement, including, but not limited to, the right to fulfill orders and promote SAH’s business. (c) SAH MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, TO YOU OR ANY THIRD PARTY WITH RESPECT TO THE PRODUCTS AND SERVICES ORDERED. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IS HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.
7. LIMITATION OF LIABILITY
IN NO EVENT WILL SAH BE LIABLE HEREUNDER FOR INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY FOR SUCH DAMAGES. YOUR REMEDIES ARE LIMITED TO THOSE EXPLICITLY SET FORTH IN THIS AGREEMENT AND IN NO EVENT WILL SAH’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT EXCEED THE SALE PRICE OF YOUR ORDER. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS AGREEMENT WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
You will indemnify, defend and hold harmless SAH, its owners, officers, directors, employees, agents, subsidiaries, and other affiliates from and against any and all claims, damages, liabilities, and expenses (including attorney fees) arising out of or related to any third party claim based on: (a) breach of any of your representations, warranties, covenants, agreements, or obligations under this Agreement, or (b) your grossly negligent and/or willful acts or omissions in carrying out your obligations under this Agreement, the claim. Without limiting the foregoing, you acknowledge that your indemnity obligation expressly applies to your submission of Your Content to SAH and to all Custom Display orders, and that SAH’s acceptance of any Custom Display order is expressly contingent upon your indemnification of third party claims, including, but not limited to, claims of infringement of intellectual property.
9. GOVERNING LAW
Your order and this Agreement shall be governed by the laws of the State of Washington, without reference to conflicts of law principles. The state or federal courts located in King County, Washington will have exclusive jurisdiction to settle any dispute between us in relation to our products or services, your order, and this Agreement, and you and SAH irrevocably submit to the exclusive jurisdiction and venue of such courts in any such suit, action or proceeding. With respect to any litigation arising out of your order or this Agreement, you and SAH expressly waive any right they may have to a jury trial and agree that any such litigation shall be tried by a judge without a jury.
10. ENTIRE AGREEMENT