Terms of Sale

TERMS OF SALE AGREEMENT

 

 

 

 

This Terms of Sale Agreement (this “Agreement”) is entered into as of the 1st day of July, 2018, by and between MyFreakShelf  LLC, located at  P.O. Box 76649 Milwaukee, WI 53216,  and the buyer. Each Buyer and the seller may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

 

WHEREAS,

MyFreakShelf owns air drop-shipped Goods, as defined below, and MyFreakShelf desires to sell such Goods under the terms and conditions set forth in this Agreement; and

 

WHEREAS,

Buyer desires to purchase the Goods offered for sale by Seller under the terms and conditions set forth in this Agreement.

 

NOW THEREFORE,

The mutual promises and other valuable considerations exchanged by the Parties as set forth in this Agreement, the Parties, intending to be legally bound, hereby mutually speak the same language in this Agreement.

 

 Sale of Goods

Seller agrees to sell, fulfillment/transport and deliver goods to Buyer, and Buyer agrees to purchase the goods at the purchased price.

 

Risk of Loss

Title to and risk of loss of the Goods shall pass to Buyer [upon shipment of the Goods in accordance with this Agreement.

 

 

 Warranties

Buyer acknowledges that it has not relied on, and Seller has not made, any representations or warranties with respect to the quality or condition of the Goods, and it is purchasing the Goods on an “as is” basis. Seller expressly disclaims all warranties, whether express or implied, including any implied warranty of merchantability or fitness.

 

 

 Force Majeure

 MyFreakShelf shall not be responsible for any claims or damages resulting from any delays in performance or for non-performance due to unforeseen circumstances with air drop-shipping or causes beyond MyFreakShelf’s reasonable control.

 

 Limitation of Liability 

MyFreakShelf will not be liable for any indirect, special, consequential, or punitive damages arising out of or relating to this Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action). Irrespective to whether MyFreakShelf has been advised of the possibility of any such damage. In no event will MyFreakShelf’s liability exceed the price paid by Buyer to Seller for the Goods giving rise to the claim or cause of action.

 

 Assignment

 Neither Party may not assign any of its rights under this Agreement or delegate any performance under this Agreement, except with the prior written consent of the other Party. Any purported assignment of rights or delegation of performance in violation of this section is void.

 

 Amendments

No amendment to this Agreement will be effective unless it is in writing and signed by both Parties.

 

 Governing Law 

THE TERMS OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WISCONSIN , NOT INCLUDING ITS CONFLICTS OF LAW PROVISIONS.

 

 Disputes 

Any dispute arising from this Agreement shall be resolved in the courts of the State of WISCONSIN.

 

 Entire Agreement

This Agreement contains the entire understanding between the Parties and supersedes and cancels all prior agreements of the Parties, whether oral or written, with respect to such subject matter.

 

 Notices  

Any notice or other communication given or made to any Party under this Agreement shall be in writing and delivered by hand, sent by certified or registered mail, return receipt requested, to the address stated above and shall be deemed given on the date of delivery.

 

Waiver  

No Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement. Waiver by any Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation to MyFreakShelf.

 

 Miscellaneous

 This Agreement shall be binding upon and inure to the benefit of the Parties and their respective team or mentors, successors and assigns.  The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.

 

 

IN WITNESS WHEREOF, the Parties have executed this agreement as of the date first written above.