Last Updated: January 15, 2018
This SALE OF PRODUCTS AGREEMENT (hereinafter referred to as the “Agreement“) is between Pivoting Aspects, Inc. (hereinafter, “Seller“) and Client/Visitor (hereinafter, “Buyer“) (collectively the “Parties” and each a “Party“).
Recitals
WHEREAS, the Parties have found it in their mutual best interest to enter into the present transaction;
WHEREAS, it is the intention of the Parties that Seller shall sell to Buyer the below Products, and Buyer shall purchase such Products according to the provisions set forth herein; and
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the Parties agree as follows:
- EFFECTIVE DATE. This Agreement will become effective as of the date of purchase.
- PURCHASE PRICE. The total purchase price for the products described herein varies between per product and subscription length. The total purchase price is due on the date of purchase.
- DESCRIPTION OF PRODUCTS. Seller has agreed to sell and Buyer has agreed to purchase the services provided by the Buyer (hereinafter, the “Products“).
- DELIVERY. Seller shall sell, transfer, and deliver the Products to Buyer on or after the payment transaction is cleared and funded to the following location: an online access via the Seller’s website or as provided via an email communication to the Seller.
- SHIPMENT. Products do not require shipment to a physical address as products are received via online access through the Seller’s website.
- INSPECTION OF PRODUCTS; ACCEPTANCE. Buyer shall have the right to inspect the Products upon access, and, within 1 [one] business day after access, Buyer must give notice to Seller of any dispute or claim for damages on account of condition, quality, grade, or other nonconformance of the Products, and Buyer must specify the basis of its claim in detail. The failure of Buyer to comply with these conditions shall constitute irrevocable acceptance of the Products by Buyer. If Buyer gives Seller notice of a dispute or claim within 2 [two] business days, Buyer may choose to cancel this Agreement; revoke access to the Products, at Seller’s expense, provided Buyer has not taken any benefits from accessing the Products; and receive its money back for the total amount of the purchase price. Alternatively, Buyer may choose to credit the purchase price for future transactions with Seller.
- EVENTS OF DEFAULT. Without limitation, the following shall be events of default and material breaches under this Agreement:
- Seller’s failure to deliver the Products on or after the delivery date specified herein
- Buyer’s failure to pay the total purchase price on the date specified herein
- Buyer has taken benefits from accessing the Products at time of dispute and claim
- TAXES. Buyer shall pay all taxes and third-party expenses imposed on, in connection with, or measured by the transaction contemplated by this Agreement.
- COMPLIANCE WITH LAWS. It is Buyer’s responsibility to assure complete compliance with all international, federal, state, or local laws, regulations, codes, and rulings that are applicable by any regulatory or certifying governmental agencies that in any manner affect the Products set forth in this Agreement, and shall comply with the laws. All necessary permits, licenses, approvals, and inspection fees and sales or use taxes mandated under this Agreement shall be secured by Buyer.
- GOVERNING LAW. The Parties agree and acknowledge that all provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of California.
- SELLER WARRANTIES. Seller hereby warrants and represents to Buyer as follows:
- Marketable Title. Seller owns and has good and marketable title to the property being conveyed herein, free and clear of any pledges, liens, judgments, encumbrances, security interests, claims, or contract rights, and further promises and covenants to refrain from so encumbering the same after the date of execution of this Agreement.
- Authority. Each Party mutually warrants to the other that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the entering into of this Agreement and the performance of its obligations does not violate, and will not be in conflict with, any provision of its articles of incorporation, bylaws, or other governing documents, or any contract with a third party.
- No Conflict. The execution and performance of this Agreement will not violate any agreements to which Seller is a party or any federal, state, or local laws, rules, or regulations.
- Survival of Warranties. Seller’s representations, warranties, and covenants shall be true and complete as of the date hereof and as of the closing, and shall survive the closing and the transactions contemplated by this Agreement.
- Disclaimer of Warranty; Due Diligence. THE PRODUCTS ARE BEING SOLD “AS IS,” AND SELLER DISCLAIMS ALL WARRANTIES OF QUALITY, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Buyer acknowledges that it has not been induced by any statements or representations of any person with respect to the quality or condition of the Products and that no such statements or representations have been made. Buyer acknowledges that it will rely solely on the investigations, examinations, and inspections as Buyer has chosen to make at the time of delivery.
- ASSIGNMENT; DELEGATION. Buyer may not assign any of its rights under this Agreement or delegate any performance under this Agreement
. Any purported assignment of rights or delegation of performance in violation of this paragraph is void. - BENEFIT. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their legal representatives, successors, and assigns.
- LIMITATION OF ACTIONS. No action arising out of or relating to this Agreement or the transactions it contemplates may be commenced against Seller more than 12 months after the basis for such claim could reasonably have been discovered.
- NOTICE. Any notice required or permitted under this Agreement shall be in writing and delivered in accordance with the provisions of this paragraph. Such notice, if delivered by electronic mail, shall be delivered to Seller at Info@pivotingaspects.com. Such notice, if delivered by personal delivery or U.S. mail, shall be delivered to Seller at the address specified below:SELLER ADDRESS
2861 Fleetwood Drive
San Bruno, CA 94066 - NON-EXCLUSIVE ENGAGEMENT. Seller reserves the right to offer Products of any kind or nature whatsoever to any person or entity as Seller, in its sole discretion, deems appropriate. Buyer acknowledges that this is a non-exclusive agreement, and that Seller markets its services and Products to others.
- FORCE MAJEURE. Seller will not be liable for delays in performance or for non-performance due to unforeseen circumstances or causes beyond Seller’s reasonable control.
- TIME OF ESSENCE. Time is of the essence in the performance of this Agreement.
- SEVERABILITY. In the event any provision or sub-provision of this Agreement is held to be void, invalid, or unenforceable in any respect, then the same shall not affect the remaining provisions or sub-provisions hereof, which shall continue in full force and effect.
- ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter of this Agreement. This Agreement may not be changed orally and may only be amended or modified in writing executed by both Parties hereto. This Agreement supersedes all other agreements, whether written or oral, between the Parties.
- HEADINGS. The headings used in this Agreement are for convenience only and are not relevant to the interpretation of the provisions contained therein.
- ORDER OF PROCEDURE. In the event of any conflict, ambiguity, or inconsistency between or among the terms and conditions of the Agreement and any statement of work or invoice, the terms and conditions of this Agreement shall control.