General Terms and Conditions of Sale
Standard Conditions of Sale CBM SYSTEM LLC, TRADE NAME : CHILD BEHAVIOR MODELING
1. DEFINITION OF TERMS
In these terms:
The “Company” means CBM SYSTEM LLC / CHILD BEHAVIOR MODELING
The “Goods” means all goods, products and services to be supplied under this “Quotation”.
2.1 These General Terms and Conditions of Sale (“Conditions”) govern the offering, sale and delivery of all goods and/or products and/or services (the goods, products and services herein both separately and jointly referred to as: the “Goods”) from or on behalf of CBM SYSTEM LLC / CHILD BEHAVIOR MODELING (“Seller”) to customer (“Customer”) and apply to all similar dealings between Seller and Customer.
2.2 These Conditions supersede any and all prior oral and written quotations, communications, agreements and understandings of the parties in respect of the sale and delivery of the Goods and shall apply in preference to and supersede any and all terms and conditions of any order placed by the Customer and any other terms and conditions submitted by the Customer. Failure of the Seller to object to terms and conditions set by the Customer shall in no event be construed as an acceptance of any terms and conditions of the Customer. Neither the Seller’s commencement of performance nor the Seller’s delivery shall be deemed or constituted as acceptance of any of the Customer’s terms and conditions. If these Conditions differ from any terms and conditions of the Customer, these Conditions and any subsequent communication or conduct by or on behalf of the Seller, including, without limitation, confirmation of an order and delivery of Goods, constitutes a counter-offer and not acceptance of such terms and conditions submitted by the Customer. Any communication or conduct of the Customer which confirms an agreement for the delivery of Goods by the Seller, as well as acceptance by the Customer of any delivery of Goods from the Seller shall constitute an unqualified acceptance by the Customer of these Conditions.
2.3 These Conditions may only be varied or waived by a duly executed written agreement between the Seller and the Customer.
2.4 By contracting on the basis of these Conditions, the Customer agrees to the applicability thereof in respect of future dealings as described in Article 2.1, even if this is not expressly stated. The Customer is obliged to check back here when he used the Site and/or when he buy Goods. If the Customer continued use of the Site and/or if he buy Goods after any changes constitutes his acceptance of the new Conditions.
2.5 Any electronic communication between the Seller and the Customer shall be considered to be a “writing” and/or “in writing”. The electronic communication system used by the Seller will serve as sole proof for the content and the time of delivery and receipt of such electronic communication.
3. QUOTATIONS, ORDERS, CONFIRMATION AND ACCOUNT INFORMATION
3.1 Quotations, made by the Seller in whatever form, are not binding upon the Seller and merely constitute an invitation to the Customer to place an order. All quotations issued by the Seller are revocable and subject to change without notice. Orders are not binding until they are not paid by the Buyer. The Seller shall be entitled to refuse an order without indication of the reason for the order’s denial.
3.2 Statements and agreements made by the Seller’s employees, officers, representatives and/or agents are not binding upon the Seller unless, and only to the extent that, these are confirmed or made in writing by duly authorized representative(s) of the Seller.
3.3 Each delivery shall stand as a separate transaction and any failure to deliver shall have no consequences for other deliveries.
3.4.The Company also reserves the right to cancel, in whole or in part, or to suspend or delay, in whole or in part, any orders due to (i) the unusually large size of an order, (ii) shortages of, or failure of the Company’s suppliers to deliver, or (iii) any other event of force majeure or beyond the Company’s control.
3.5. The Customer agrees to provides current, complete and accurate purchase and account information for all purchases made. The Customer agrees to promptly updates your account and other information, including your email address and credit card numbers and expiration dates, so that the Seller can complete his transactions and to contact him as needed.
4.1 Prices and currencies of the Seller’s Goods are as set out in the Seller’s website at: https://childbehaviormodeling.com and / or in Seller’s Confirmation. Unless agreed otherwise, the Seller’s prices include standard packaging but do not include Value Added Tax or any other similar applicable taxes, duties, levies or charges in any jurisdiction levied in relation to the Goods or the delivery thereof (“Taxes”). The amount of any Taxes levied in connection with the sale of the Goods to the Customer shall be for the Customer’s account and shall be added to each order. If the Seller grants a discount, this discount only relates to the delivery specifically mentioned in the Seller’s Confirmation.
4.2 Unless agreed otherwise, the Seller’s prices do not include any shipping charges. The amount of shipping cost in connection with the sale of the Goods to the Customer shall be for the Customer’s account and shall be added to each order.
4.3 Unless the prices have been indicated as firm by the Seller in the Seller’s Confirmation, the Seller is entitled to increase the price of the Goods still to be delivered if the cost price determining factors have been subject to an increase. These factors include but are not limited to: raw and auxiliary materials, energy, products obtained by the Seller from third parties, wages, salaries, social security contributions, governmental charges, freight costs and insurance premiums. The Seller shall notify the Customer of such increase.
5.1 With regard to payment of the price for Goods, time is of the essence. The Goods, must be paid at the time of the Customer’s order, unless agreed otherwise.
5.2 The payment made by the Buyer must include the cost of the Goods, the shipping cost and all applicable taxes.
5.3 The payment is considered received when the money has been deposited in the Seller’s bank account.
5.4 The Seller is not required to ship the Goods before receiving the payment from the Buyer.
5.5 If payment is not received by the due date, the Seller reserves the right to cancel the delivery of any and all unpaid Goods, and is not liable to incur any penalties. The Seller is not responsible for non-delivery, or late delivery as a result of the Buyer failing to pay for the Goods.
6. DELIVERY TERMS
6.1 The terms for delivery indicated in this Quotation, in the confirmation of order or elsewhere are not binding upon the Company, but merely indicative. The Company is therefore entitled to deliver all or part of any order of Goods in advance, or within a reasonable delay period, without entitling the Buyer to request full or partial termination of the order, claim compensation or indemnity, or invoke the responsibility of the Company for any other reason. The Company shall not, under any circumstances, be responsible for delays in delivery due to force majeure, non-compliance by third parties, provisions put into force by public authorities, strikes, etc. Should the Buyer refuse to receive all or part of the Goods delivered at the Point of Delivery the Company may, at its own choice, require compliance with the contract, or declare said contract terminated in full or in part. In both the above cases, the Company maintains the right to claim compensation for damage.
6.2 Any damages, shortages, over deliveries and duplicated orders should be reported to the Seller within 14 days of Goods received to enable replacement or refund.
7.1 Risk in the Goods or Products shall pass to the Buyer upon receipt of the goods. Where the Buyer chooses to collect the Goods or Products itself, risk will pass when the Goods or Products are entrusted to it or set aside for its collection, whichever happens first.
8.1 The Company reserve the right to alter specifications, where necessary, to comply with regulations or legal requirements or where such alterations do not in the Company’s reasonable opinion materially affect your expressed requirements.
9. CANCELLATIONS, RETURNS, EXCHANGES
9.1 Orders accepted by the Seller cannot be changed, returned or cancelled in whole or in part by the Buyer except with the Seller’s prior written consent and on terms that will indemnify the Seller against any cost or loss incurred as a result. There is a 15% restocking fee on all returns, cancellations, refunds, or exchanges. Your refund will not be processed until we have your 15% restocking fee and have received your returned item or return tracking information which should be sent to firstname.lastname@example.org. All restocking fees must be paid via PayPal. Please send payments to email@example.com. We do NOT accept Cash, Check, or Money Orders. You must include Customer Name, Product Type, Order Number and reason for return when requesting a return.Goods returned by the Buyer hereunder must be unopened, in their original a polyethylene packaging, in unused and undamaged condition.
10. LIMITATION OF LIABILITY
10.1 This warranty does not cover any damage, defects or costs caused by : (1) modification and alteration of the product; (2) misuse of the product; (3) any use of the product other than that for which it was intended; or (4) shipment of the product to The Company for service. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE AND OTHER ADDITIONAL EXPENSES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH MAY VARY FROM JURISDICTION TO JURISDICTION. THE LIABILITY OF THE SELLER FOR ANY AND ALL CLAIMS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE GOODS AND THE USE THEREOF SHALL UNDER NO CIRCUMSTANCES EXCEED THE SUM OF THE CUSTOMER’S PAYMENTS FOR THE GOODS THAT ARE THE SUBJECT OF THE CLAIM.
11. “COMPANY” TRADEMARKS
11.1 The Buyer acknowledges its awareness of the fact that the Company is the sole and exclusive owner of all trademarks (registered and unregistered), marks, service marks, tradenames, Copyright, design, logos, Symbols, trade dress or other intellectual property relating to, used in connection with, or derived from, its name, services or products (the “Trademarks” and “Copyright”). The Buyer shall use and display the Trademarks only in such form and manner as provided and pre-approved in writing by the Company, including without limitation, use of the Trademarks on advertising, promotional or publicity materials, point-of-sale displays, websites, stationary or business cards and shall not use the Trademarks on any such items unless so approved. The Buyer may not register any similar trademarks, design, Copyright, marks, logos, trade dress or symbols. The Buyer acknowledges the exclusive right, title and interest of the Company in and to the Trademarks, Copyright and shall not at any time contest or in any way impair such right, title and interest, or indicate to the public in any manner whatsoever that the Buyer has or has ever had an interest in the Trademarks, Copyright other than the right to use them as specified herein. The Buyer shall not attempt to acquire any rights in connection with the Trademarks, Copyright or other intellectual property of the Company. Any use by the Buyer of the Trademarks, Copyright shall not in any way create any right, title or interest in or to the Trademarks, Copyright or any other intellectual property of the Company. Upon written notice by the Company, the Buyer shall immediately discontinue any and all use of the Trademarks and/or Copyright and shall, within five (5) business days of such termination, return to the Company or destroy any printed material,and all signs, upon which any of the Trademarks and/or Copyright appear in any form whatsoever. Should the Buyer fail to comply with these obligations, the Company shall have the right to immediately terminate any orders with the Buyer, without prejudice to damages against the Buyer. In addition, with respect to any use of the Trademarks and/or Copyright on the internet, any use of the Trademarks and/or Copyright shall be conditional upon these Terms and Conditions of Sale. Use of Trademarks and/or Copyright without pre-approved in writing by the Company will be prosecuted to the furthest extent of the law with a minimum penalty of $25,000.00 per usage.
12.1 No failure by the Company to exercise any of its rights at any time shall prejudice the rights of the Company under the Agreement or affect the interpretation of future agreements.
13.1 By placing your order you acknowledge that you place no reliance on any statement which has been made or may be made concerning the order other than one made by us in writing and any statement is excluded from the agreement.
14. FORCE MAJEURE
14.1 Neither party shall be liable in any way for any damage, loss, cost or expense arising out of or in connection with any delay, restriction, interference or failure in performing any obligation towards the other party caused by any circumstance beyond its reasonable control, including, without limitation, acts of God, laws, statutes, ordinances, regulations, legislative measures, acts of governments or other administrative measures, orders or decrees of any court, earthquake, flood, fire, explosion, war, terrorism, riot, sabotage, accident, epidemic, strike, lockout, slowdown, labour disturbances, difficulty in obtaining necessary labour or raw materials, lack of or failure of transportation, breakdown of plant or essential machinery, emergency repair or maintenance, breakdown or shortage of utilities, delay in delivery or defects in goods supplied by suppliers or subcontractors (“Force Majeure”).
14.2 Upon the occurrence of any event of Force Majeure, the party suffering thereby shall promptly inform the other party by written notice thereof specifying the cause of the event and how it will affect its performance of its obligations under the Seller’s Confirmation. In the event of any delay, the obligation to deliver shall be suspended for a period equal to the time loss by reason of Force Majeure. However, should a Force Majeure event continue or be expected to continue for a period extending to more than two (2) months after the agreed delivery date, either Party is entitled to cancel the affected part of the Seller’s Confirmation without any liability to the other Party.
15. INDEPENDENT CONTRACTORS
15.1 The Seller and the Customer are independent contractors, and the relationship created hereby shall not be deemed to be that of principal or agent. No sale to or obligation of either party towards a third party shall in any way bind the other party.
16. SEVERABILITY AND CONVERSION
16.1 In the event that any provision of these Conditions shall be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever, the validity or enforceability of the remaining provisions between the parties and shall be severed therefrom. The pertaining provisions held to be invalid or unenforceable shall be reformed to provisions satisfying the legal and economic intent of the original provisions to the maximum extent permitted by law.
17. LIMITATION OF ACTION
17.1 No action by the Customer shall be brought unless the Customer first provides written notice to the Seller of any claim alleged to exist against the Seller within fourteen (14) days after the event complained of first becomes known to the Customer and an action is commenced by the Customer within twelve (12) months after such notice.
18. GOVERNING AND JURISDICTION
18.1 The parties’ rights and obligations arising out of or in connection with the Seller’s Confirmation and/or these Conditions shall be governed, construed, interpreted and enforced according to the laws of the State of Maryland, USA, excluding principles of conflict of laws. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
18.2 The parties agree that any suits, actions or proceedings that may be instituted by any party shall be initiated exclusively before the competent courts in the State of Maryland, USA without prejudice to the Seller’s right to submit the relevant case to the court which would have jurisdiction if this provision has not been incorporated in the Conditions, and the parties do hereby consent to the jurisdiction of those courts and waive any objection which they may have, now or hereafter, to venue of those suits, actions or proceedings.
19. SURVIVAL OF RIGHTS
19.1 The parties’ rights and obligations shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, directors, officers, employees, agents and legal representatives. Termination of one or more of the rights and obligations of the parties, for whatsoever reason, shall not affect the provisions of these Conditions which are intended to continue to have effect after such termination.
20.1 The headings contained in these Conditions are included for mere convenience of reference and shall not affect their construction or interpretation.
21. PROTECTION CLAUSE
21.1 Any and all contracts entered and concluded by us shall be subject exclusively to our general and standard terms and conditions of business even if other party’s general and standard terms and conditions of business are not specifically opposed. Any general and standard terms and conditions in variance to our own shall be invalid and shall only be recognized if explicitly referred to in writing as part of the contract.
If you have questions about our Terms of Service, please contact us at firstname.lastname@example.org
16th January 2017