1.Offer. Any offer by CannamationInc., (a.k.a. CM) may be revoked at any time prior to acceptance. 2.CM’s Terms Govern.By agreeing to purchase the equipment and/or service that is the subject of the accompanying quotation, Purchaser acknowledges that the terms and conditions of CM shall exclusively govern this transaction. Thus, any acceptance by Purchaser is expressly limited to the terms and conditions of CM’s offer. Similarly, any acceptance by CM is expressly made conditional on assent by Purchaser to CM’s terms and conditions.
3.Shipping Terms.Shipping terms are as specified on the accompanying quotation.
4.Title and Risk of Loss.Title and risk of loss shall pass when the equipment is delivered to Purchaser and Purchaser accepts the equipment.
5.Payment. Purchaser agrees provide payment guarantees and make payments as specified on the quotation accompanying these terms and conditions. If not specified, all payments are due within 5 days of receipt of invoice or the equipment, whichever is later. A service charge of 1 ½% per month will be accessed on all past due amounts. Prices quoted are exclusive of any present or future sales, use, excise or other similar applicable taxes, which shall be added to the transaction and be the sole responsibility of Purchaser unless Purchaser produces a tax exemption certificate acceptable to CM. 6.Inspection.Purchaser shall inspect any equipment within 5 days after the delivery of the equipment to Purchaser. Purchaser’s initial acceptance shall be final and without right to revoke such acceptance. Purchaser’s failure to inspect within the specified time shall act as a waiver of Purchaser’s right to inspect and shall be construed as Purchaser’s final acceptance without right to revoke such acceptance. If Purchaser determines, in its sole discretion, that the equipment delivered does not (a) conform to the equipment listed in the quotation, (b) does not fully conform to the specifications or (c) on visual inspection, Purchaser reasonably determines that all or some of the equipment has material defects or are otherwise not conforming to the warranties set forth herein, Purchaser may, at its option: (a) reject the equipment for a refund plus any inspection, test, shipping, handling and transportation charges paid by Purchaser; or (b) require prompt correction or replacement of such Products. Purchaser shall ship the nonconforming equipment back to CM at CM’s expense and risk of loss.
7.Installation. Unless otherwise specified in this quotation, installation of any equipment shall be CM’s responsibility.
8.Warranties. CM warrants that for a period of 12 months from delivery to the final purchaser of the equipment that has acquired the equipment from CM (an “SELLER”), the equipment manufactured by CM shall be (a) fit and safe for use consistent with and will materially conform to the specifications and documentation provided with the equipment, and (b) free from defects in material, design and workmanship, if properly stored, installed, operated, and maintained. CM’s obligation under this warranty is limited to replacement of defective parts. If requested by CM, Purchaser shall return all such defective parts, at CM’s expense and risk of loss, to CM’s office in North Las Vegas, NV. Notification of the return of any parts must be given and acknowledged by CM prior to shipment. All repairs and replacement parts furnished under this warranty shall be at CM’s expense and risk of loss. CM shall reimburse Purchaser for all necessary freight, packing, and delivery charges and all removal and installation expenses. The warranty does not cover normal wear and tear on any part. Purchaser may pass through to all End Users all warranties granted by CM under these terms and conditions. This warranty shall not apply to CM’s equipment or any part thereof that has been subject to accident, negligence, alteration, abuse, or misuse. CM makes no warranty whatsoever in respect to accessories or parts not supplied by CM. The benefits of this warranty shall apply only within the boundaries of the United States and Canada and shall not attach until the equipment has been paid for in full, and shall terminate at the end of the warranty period provided herein.
9.Consequential Damages. UNDER NO CIRCUMSTANCES SHALL Cannamation Inc. BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
10.Force Majeure. CM shall not be liable for any damages or losses suffered by Purchaser resulting from the failure of CM to perform hereunder due to any contingency beyond its reasonable control, including, without limitation, acts of God, fires, floods, wars, labor disputes or shortages, governmental laws, ordinances, rules or regulations, or inability to obtain product or transportation. 11.Purchaser’s Acknowledgement. Purchaser acknowledges Purchaser has had an opportunity to read and understand all of the terms and conditions contained herein. Purchaser acknowledges that the purchase price hereunder was determined on the basis of all of the terms and conditions contained herein, including, but not limited to, the disclaimers of warranty and limitations of liability and remedies, and that modification of these terms and conditions is subject to negotiation on a case-by-case basis.
12.Governing Law and Arbitration. This transaction shall be governed exclusively by the laws of the State of Nevada. Any controversy or claim arising out of, in connection with, or relating to this transaction shall be settled by arbitration in Las Vegas, Nevada. Purchaser and CM consent to and subject themselves to the jurisdiction of the courts of the State of Nevada solely for the purpose of commencing, conducting, and enforcing the arbitration proceeding and agree that venue shall lie in the Court of Clark County, Nevada.
13.Litigation and Collection Fees. The substantially prevailing party in any arbitration or other proceeding shall be entitled to recover litigation costs, including attorneys’ fees. In addition, the parties agree that Purchaser will reimburse CM for any costs or expenses incurred by CM in collecting any amount due hereunder, including, but not limited to, attorneys’ fees, fees of collection or investigating agents, and any litigation expenses.
14.Headings and Integration. The headings are for convenience only and may not be used to construe this agreement. This agreement constitutes the final and entire understanding between the parties, and is not modified by any prior oral or written agreements, prior course of dealings, trade usage, or other evidence external to this agreement. This agreement may be modified only by a written document signed by authorized officers of both parties.
15. Distributor Terms and Indemnification. In the event purchase is a distributor of the CM equipment and services (a “Distributor”), the Distributor shall in all cases hand over to the ultimate purchaser of the CM equipment and services all product information such as, but not limited to, user information, and warning notices supplied by CM. CM shall indemnify, defend and hold Distributor and its affiliates, and their respective directors, officers, employees and agents (“Distributor Indemnitees”), harmless from and against any and all claims, actions, causes of action, liabilities, losses, costs and expenses incurred thereby or caused thereto arising out of third-party claims (“Third-Party Claims and Expenses”) to the extent that such Third-Party Claims and Expenses arise out of or result from (i) the use of any CM equipment or services (ii) any defect in the manufacture or processing of any CM equipment delivered by CM or Distributor in accordance with these term and conditions or associated with any CM equipment recall, or (iii) any material breach of these terms and conditions by CM, unless any such claims, actions, causes of action, liabilities, losses, costs or expenses are caused solely by the gross negligence of Distributor.
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