[#] Dropshipping Terms and Conditions Agreement
[#] Dropshipping Terms and Conditions Agreement is made and will be binding by November [#], 2017.
Between OFFTAKESHOP.COM (TICLAB TECHNOLOGY LLC) [will be referred as Company], an organization existing under the laws of Delaware, United States of America.
[BUYER’S NAME] (will be referred as “Customer”) is a real person resident of [COUNTRY]
II. Acknowledgment and Acceptance
Please note that by accesing, using, or purchasing any products from this website, you (Customer) agree to be bound by its term, conditions, disclaimers and limitations of liablity. Company reserves the right to amend or update such terms, conditions, disclaimers and limitations of liability at any time with noticing by updating this page. By using website, you acknowledge you have read and understood these terms and conditions.
III. Your Account
In order for you to create an account, we require that you provide a valid email address and set up a password. You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password. We encourage you to use "strong" passwords (that use a combination of upper and lower case letters, numbers and symbols) with your account. The email you use must be one where we can reach you. In the event we cannot correspond with you via this email address, your submitted answer may be rejected and your account may be disabled. You agree to notify us immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account. Passwords are subject to cancellation or suspension by Website at any time.
IV. Nature of the Relationship
Nothing in this agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). Parties will be considered as independent contractor
V. Limitation of Liablility
Nothing in this agreement limits or excludes Company’s liability for death or personal injury caused by its negligence or fraud or fraudulent misrepresentation.
Company shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
− loss of profits;
− loss of reputation;
− loss of sales or business;
− loss of agreements or contracts;
− loss of anticipated savings;
− loss of or damage to goodwill;
− loss of use or corruption of software, data or information;
− any indirect or consequential loss.
− fault of carriers
VI. Purchase Conditions
When you’re buying goods, you are responsible for reading every details before commitment to buy. Price will be shown at the same page of each product.
Shipping will be arranged by Company’s supplier. Unless it is stated directly, packages will be sent through regular shipping. For international shipments, Customer will be responsible for all duties and broker fees. These charges may be billed after the order has shipped. Customer must specify the custom declare value otherwise it will be at our own discretion.
VIII. Responsibilities of Company
Company shall: Execute Transactions in concordance with the terms of the Agreement, including the Technical Specifications and Requirements for accepting bankcards in internet; Comply with the requirements of International Card Organizations and the Payment Card Industry data security standards, which provide secure storage of Card data; Company undertakes not to store or otherwise retain sensitive Card data. The Bank has the right to request documentation from Company, certifying the compliance of Company with the Payment Card Industry data security standards.; Accept all Cards presented for making a Transaction that comply with the type of Cards and the Requirements specified in the Agreement; present to the Cardholder and the Bank all sums in the currencies indicated in the Agreement; Authorize each Transaction; Not to carry out Transactions that are in violation of the valid legislation, generally accepted ethics standards or good morals; Company undertakes to maintain in a visible place of the Point of Sale the identification marks and product names of all Cards of International Card Organizations, which are provided in the Agreement. For informing of the acceptance of Cards, use only promotional materials previously approved by the Bank; Not to use two or more Transaction Records for the receipt of a payment performed through the use of a Card; Not to use Card data for any purpose other than the execution of a Transaction; Ensure that all payments and claims for payments which are made by Company as a result of the sale of goods and/or services to the Cardholder are included in the total cost of the Transaction. Company may not demand the Cardholder to confirm the Transaction, before the entire sum of the Transaction is known and made available to the Cardholder. Company is responsible to the Cardholder for the order of the goods and/or service and the fulfilment of warranty obligations. The Bank undertakes to accept for processing all Transaction which are processed and submitted by Company in accordance with the terms of the Agreement. The Bank has the right to provide Company with compulsory instructions governing the performance of Transactions. Company shall not be responsible for actions of it’s supplier. Company’s role will only be acting as broker agent.
If the Company permits the return of goods after the execution of a Transaction, Company may not make refund payments to the Cardholder in any other way than through annulment of the Transaction Record. If the Company permits corrections of prices and/or the modification of an already made order, Company may not make refund payments to the Cardholder in any way other than by performing a partial correction of the earlier Transaction.
X. Intellectual Property
Unless otherwise noted, all materials, including images, illustrations, designs, icons, photographs, and other written materials that are part of the Site are copyrights, trademarks, trade dress and/or other intellectual properties owned, controlled or licensed by www.offtakeshop.com The Site as a whole is protected by copyright and trade dress, all worldwide rights, titles and interests in and to which are owned by www.offtakeshop.com
All other trademarks, service marks, product names and company names or logos appearing on the Site are the property of their respective owners. Any use of such trademarks, service marks, product names and company names or logos, including the reproduction, modification, distribution or republication of same without the prior written permission of the owner of same, is strictly prohibited.
The materials on the Site, and the Site as a whole, are intended solely for personal, noncommercial use. You may download or copy the downloadable materials displayed on the Site for your personal use only. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the materials on the Site, the Site as a whole, or any related software without the prior written permission of www.offtakeshop.com .Further, you may not frame any of the content, deep-link to the Site, trespass or scrape the Site with automated agents without prior written permission of www.offtakeshop.com
XI. Force Majeure
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, after immediate notification to the other party of the nature and extent of the force majeure event, and in any case for no longer than 3 months.
XII. Changes in Contract
No change in this agreement shall be valid unless it is in writing, signed and ratified by each of the parties.
XIII. Third-Party Discovery
You agree to waive your right to file a pre-suit discovery proceeding seeking a user's identifying information from Website. If you intend to propound discovery seeking a user's identifying information, you agree to do so pursuant to a valid Delaware subpoena, properly issued in connection with an active lawsuit and properly served on our registered agent in Delaware at TICLAB TECHNOLOGY LLC, 364 E Main Street Suite 1005, Middletown, DE 19709 USA You further agree that discovery proceedings arising from such subpoenas shall be brought and resolved exclusively in the state courts located within Delaware as appropriate, and you agree to submit to the personal jurisdiction of each of these courts for such discovery proceedings.
XIV. Entire Agreement
This agreement and any documents referred to in it, including but not limited to Data Privacy Agreement, constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this agreement.
Each party acknowledges that, in entering into this agreement and the documents referred to in it, it does not rely on and shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this agreement or those documents. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement or those documents (whether made innocently or negligently) shall be for breach of contract.
Nothing in this clause shall limit or exclude any liability for fraud.
XV. Governing Law and Jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of United States of America, Delaware.
Except as specifically stated in another agreement we have with you, these Terms constitute the entire agreement between you and us regarding the use of Website and these Terms supersede all prior proposals, negotiations, agreements, and understandings concerning the subject matter of these Terms. You represent and warrant that no person has made any promise, representation, or warranty, whether express or implied, not contained herein to induce you to enter into this agreement. Our failure to exercise or enforce any right or provision of the Terms shall not operate as a waiver of such right or provision. If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties' intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. To the extent allowed by law, the English version of this Agreement is binding and the translations are provided for convenience only. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with Company's prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void. The section titles in the Terms are for convenience only and have no legal or contractual effect; as used in the Terms, the word "including" means "including but not limited to." Please contact us with any questions regarding these Terms by contacting us here.