STANDARD TERMS AND CONDITIONS FOR THE PURCHASE AND SALE OF GOODS AND SERVICES
1. Offer and Acceptance . Purchaser has offered to purchase from Xen Coffee Company Limited ("XEN") and XEN has offered to sell certain products and services ("Goods"). XEN's acceptance of the offer is expressly conditioned upon Purchaser's assent to these terms and conditions.
2. Terms and Conditions Applicable . The terms and conditions set forth herein, as modified by the terms of any written online pricing or quotation made by XEN, are the only terms and conditions applicable to the purchase of the Goods. Any changes or modifications in the terms and conditions must be specifically agreed to in writing by an authorized officer of XEN.
3. Prices; Taxes; Payment Terms . (a) Purchaser shall pay the purchase price quoted on XEN's website (www.xencoffee.com). If any of the Goods are scheduled to be delivered more than sixty (60) days from the date hereof, XEN may change the price applicable to such Goods by notifying the Purchaser not less than thirty (30) days prior to delivery. (b) Any taxes or fees imposed by any federal, state, municipal, or other governmental authority that may be applicable to the production, sale, use, storage, delivery, or transportation of the Goods, together with all duties, tariffs, and brokerage charges, shall be added to the price and paid by Purchaser, except where Purchaser shall have provided a proper certificate of exemption therefrom. Purchaser shall be responsible for the payment of such taxes and fees even if all or any part thereof has not been added to the invoice price. (c) All payments will be due upon placing orders via XEN's website.
4. Proofs/Errors . Purchaser shall review all proofs for spelling, typographical and all other errors. Once a proof is accepted by Purchaser, Purchaser shall be responsible for any orders prepared in connection with such proof. XEN reserves the right to correct any inadvertent errors made in specifications and prices quoted at any time.
5. Quantities . Except as otherwise provided herein, the quantities of any Goods to be delivered may exceed or be less than the specified quantities by up to 10 percent thereof; provided.
6. Cancellations and Requests by Purchaser for Delays . Once accepted by XEN, this order may be cancelled or delayed by Purchaser by providing instructions via XEN's website 30 minutes before the scheduled delivery date/time. Purchaser may be required to pay any such amount as XEN, in its sole discretion, shall determine will fully indemnify it against any and all loss and provide XEN with a reasonable profit.
7. Packaging . The cost of normal packaging for the Goods for domestic shipment is included in the total price, the method of packaging being determined solely by XEN. If Purchaser shall specify any special packaging or handling or if the Goods are to be exported, the additional cost thereof shall be added to the total price, unless it is specifically stated herein that such costs were included in calculating the total price quoted.
8. Shipment; Title; Risk of Loss . (a) For food & beverage, all delivery are approximate to 30-minute of Purchaser's preferred delivery timeslot. Unless otherwise specified on the face hereof, all other shipments shall be F.O.B. point of shipment. All shipping dates are approximate and XEN does not guarantee the date of shipment. (b) Risk of loss shall pass to Purchaser as soon as the Goods have been delivered to the carrier for shipment to Purchaser or when the Goods are ready for delivery if delivery has been delayed by Purchaser. (c) XEN shall not be liable for any delay in delivery or any other default due to occurrences or contingencies, including, but not limited to, fire, flood, embargo, strike, failure to secure materials or labor from usual sources of supply, governmental restrictions, conditions considered "force majeure", delays occasioned by any subcontractors, or any other circumstances beyond XEN's control which shall prevent XEN from performing in the normal and usual course of its business.
9. Inspection and Rejection . Purchaser shall inspect Food & Beverage upon delivery for any obvious problems and notify XEN via XEN's website within 4 hours for replacement. For all other Goods, Purchaser shall inspect Goods upon delivery for any obvious physical damage. Failure to notify XEN and carrier of any damage immediately upon delivery constitutes acceptance of such Goods. Purchaser acknowledges that, prior to use, it will fully inspect all Goods delivered. In the event that such inspection and testing reveals any damage, error, shortage, or deficiency in quality standards, Purchaser shall notify XEN within fifteen (15) days of the date of delivery. If Purchaser fails to make any claim within such time or uses the Goods, such failure or such use, as the case may be, shall constitute irrevocable acceptance of the Goods and the waiver of any and all claims including warranty claims with respect thereto. If Purchaser properly rejects or revokes acceptance of any of the Goods tendered by XEN, Purchaser shall immediately notify XEN via XEN's website, specifying all claimed shortages, errors, defects, and non-conformities. No Goods shall be returned by Purchaser unless authorized in writing by XEN.
10. Refund. Freshness guarantee. XEN uses premium ingredients to ensure maximum freshness and guarantee fresh arrival in perfect condition to the addresses given. If any of our products fail to meet your freshness expectations, please call or email us at firstname.lastname@example.org for a prompt exchange or credit. XEN highly value customer loyalty and want you and your gift recipient to be delighted with our products. Satisfaction guarantee. Your complete satisfaction is guaranteed. However, XEN cannot guarantee orders for which we are given an incorrect address (or contact information), or shipping delays due to weather conditions. XEN stands by it's products, however, refund claims must be made within 15 days of the date of delivery. For food & beverage, claims must be made within 2 days of the date of delivery. If you have any questions, feel free to contact us at email@example.com.
11. Limitation of Liabilities . The sole and exclusive remedies of Purchaser shall be those specifically set forth in the Warranties section hereof. XEN's maximum liability for any and all claims arising directly or indirectly from the performance of its obligations hereunder, whether resulting from XEN's negligence or otherwise, shall not in the aggregate exceed the purchase price of the Goods involved. Under No Circumstances Shall XEN Be Liable To Purchaser Or Any Third Party For Loss Of Business Or Profit Or Any Other Economic Loss, Or Any Incidental, Indirect, Special, Or Consequential Damages.
12. Indemnification . (a) Purchaser acknowledges that XEN has no control over, and is not responsible for, the manner in which the Goods will be used or otherwise dealt with by Purchaser. Purchaser therefore agrees to assume all responsibility for any and all sums which XEN and/or Purchaser become obligated to pay because of bodily injury or property damage caused by or resulting directly or indirectly from the use of the Goods or the failure of the Goods to comply with any safety or environmental laws or regulations. Purchaser shall indemnify and hold XEN harmless from and against any and all actions, claims, and demands arising out of or in any way connected with the use of the Goods. (b) If the Goods sold hereunder are manufactured in accordance with any specifications provided by Purchaser, Purchaser shall indemnify and hold XEN harmless against any claims or liability alleging that the manufacture, sale, or use of the Goods violates any country, state or federal law or infringes any patent, trademark, copyright, or other proprietary right of a third party. (c) Except as set forth in paragraph (b) above, XEN warrants that to the best of its knowledge the Goods manufactured by it do not infringe any patent except that no warranty is given with respect to business method or process or product patents unless expressly stated in the specifications. Subject to the further limitations set forth in Section 11 hereof, XEN's liability under this warranty shall be to indemnify Purchaser against any money judgment recovered against Purchaser up to the value of such Goods. If Purchaser is permanently enjoined against using the Goods, XEN shall, at its option, (i) modify the Goods to avoid the infringement, (ii) replace the infringing Goods or parts with non-infringing Goods or parts that will fulfill substantially the same function, (iii) obtain a license permitting the use of the infringing Goods or parts, or (iv) repurchase the affected Goods at their original purchase price. This warranty applies only to the original Purchaser and is not transferable. All Goods supplied hereunder that are not manufactured are sold exclusively under the warranty that the manufacturer has given to XEN against infringement and only to the extent enforceable by XEN. XEN's liability under this warranty is conditioned upon Purchaser giving prompt notice of any claim of infringement, providing full information and assistance reasonably necessary to settle or defend any action for infringement, and permitting XEN at its option to undertake the defense of any such action.
13. Proprietary Rights . All materials, artwork, negatives, plates, designs, plans and drawings, software programs, equipment, machinery, and all other materials used by XEN to provide the Goods and any products and services, except if already owned by and provided by Purchaser to XEN, shall be and remain the exclusive property of XEN. Purchaser acknowledges that it obtains no right in or to such property of XENnor does it have a license to use any such property of XEN. Purchaser shall not make any copies of such materials unless prior written permission is obtained from XEN and agrees not to permit any third party to have access to XEN's property without the prior written consent of XEN. XEN shall have the exclusive right to copyright, trademark, patent, or otherwise protect its property rights in such materials and may use it in any way it shall determine fit.