Terms and Conditions for Online Bulk Purchase/Noviland Sourcing & Logistics
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.
BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH NAME OF SELLER, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
These terms and conditions (these “Terms”) apply to the purchase and sale of products and services through this website (the “Site”). These Terms are subject to change by Noviland (referred to as “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to purchasing any product or services that are available through this Site. Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.
2. Description of Services
Noviland provides a web platform for creators, wholesalers, and other individuals (“Users”) to order goods and products pursuant to the Users’ specifications (the “Goods”).
Users place orders (“Orders”) by first filling out and submitting an online request for quote form (“RFQ”). Once submitted, Noviland will review the RFQ and follow up with the User to collect any additional necessary information, confirm the terms of the Order, and provide a price quote (“Quote”). Quotes will be valid for the period of time specified in the Quote.
Once the Order terms and Quote are accepted by the User (referred to hereinafter as a “Confirmed Order”) and once the User has submitted the up-front payment required by Noviland, Noviland will work with a manufacturer in its network to complete the Order and have the Goods delivered to the User in accordance with these Terms and the terms of the Confirmed Order.
3. Change Orders, Cancellations, Refunds
A change to or cancellation of your Confirmed Order may not be possible under all circumstances whether or not production has commenced. While Noviland cannot guarantee that a change or cancellation request will be granted, we encourage you to contact us as early as possible with any such requests so that we can try to meet your needs. You may request a change to or cancellation of your Confirmed Order by contacting us through the Noviland platform during our normal hours of operation to request a change to your Confirmed Order. Please have your sales order or customer number ready for better assistance. Please note that changes to a Confirmed Order may result in an increase or modification of the Quote, and that cancellations may incur additional fees.
Orders of Samples, prototype, or representation of products are nonrefundable after the Order has been processed and are not subject to any warranties, express or implied, unless otherwise required by applicable law. Any molds and/or tooling used to produce samples are not refundable unless explicitly described otherwise.
Any payment processing fees incurred by Noviland in connection with your payments are nonrefundable.
4. Pricing and Shipping Terms
Pricing terms (such as the total cost of the Goods and payment schedule) will be specified in your Confirmed Order, and such terms shall be binding only with regards to such Confirmed Order.
Unless specified otherwise in a Confirmed Order:
The Quote provided to you does not include the shipping and handling charges for the Goods. Any and all Quotes provided for shipping costs, duties, and taxes are estimates only and are subject to change. Noviland strives to provide you with accurate estimates based upon the most current information, but the cost of duties, taxes, and shipping costs is subject to change on an almost daily basis and cannot always be accurately predicted. By using the Noviland Services you accept the risk that shipping costs, taxes, and duties may increase between the time of your Order and the dates of shipping and delivery.
Noviland reserves a purchase money security interest in the product(s) until its receipt of the full amount due. You agree to allow Noviland to sign appropriate documents on your behalf to permit Noviland to protect its purchase money security interest.
Noviland will advise you of estimated shipping dates, but Noviland will, under no circumstances, be responsible for delays in delivery, and associated damages, due to events beyond its reasonable control, including without limitation, acts of God or public enemy, acts of federal, state or local government, unforeseen inspection/shipping delays, fire, floods, civil disobedience, strikes, lockouts, and freight embargoes. In event of any delay not due to the fault or omission of Noviland, any expenses and costs incurred by such delay including but not limited to demurrage, truck storage yard, trailer drop off fee, truck waiting time at 3PL, CET exams at custom, shall be paid by you.
All late payments by you will bear interest at the rate of 1.5% per month or the highest rate allowed by law, whichever is greater, calculated from the date the payment was initially due.
Delivery of Goods is on the terms you select when submitting your Order. Different delivery methods affect who becomes liable for the Goods during transit and may result in your assumption of liability for the delivery. Noviland offers multiple delivery options so that you have the flexibility to determine what works best for your Order. It is your responsibility to understand the differences between the available delivery options before making your selection.
By using the Noviland Services you agree that the risk of loss and damage to any Goods shall pass to you upon delivery of such Goods, and you agree to indemnify and hold harmless Noviland for any loss or damage to Goods which occurs after delivery. In the event payment for the Goods has not been made in full prior to the delivery of the Goods, Title for such Goods will pass to you upon payment in full.
6. Modification and Termination of Services
You may terminate these Terms at any time by canceling your account on the Services. No refunds will be provided for outstanding Orders, except in the sole discretion of Noviland.
You agree that Noviland, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Services may be without prior notice, and you agree that Noviland will not be liable to you or any third party for such termination. Notwithstanding the foregoing, if we terminate your account or access to the Services while you still have an outstanding Order with us, we will endeavor to provide you with a refund of the amount you have paid thus far for the Order, minus any amounts for Goods already accepted by you. Orders cannot be cancelled under all circumstances, however, whether or not production has commenced, and in the event Noviland cannot cancel your order, you will not receive a refund.
You are solely responsible for exporting your Content from the Services prior to termination of your account for any reason, provided that if we terminate your account, we will endeavor to provide you a reasonable opportunity to retrieve your Content.
Upon any termination of the Services or your account these Terms will also terminate, but all provisions of these Terms which, by their nature, should survive termination, shall survive termination, including, without limitation, payment obligations for outstanding or completed Orders, ownership provisions, warranty disclaimers, and limitations of liability.
7. WARRANTIES AND DISCLAIMERS
Unless otherwise specified in your Order and excluding any Sample orders, Goods purchased through Noviland come with a three month limited warranty starting from the date when Goods are delivered to the agreed upon destination. This limited warranty covers defects in materials and workmanship, and any material failure by the Goods to conform to the specifications contained in the relevant Confirmed Order (or any approved changes thereto) only. This limited warranty does NOT cover: (i) normal wear and tear, (ii) merchantability, (iii) fitness for any particular purpose, (iv) problems that result (directly or indirectly) from external causes, (v) Goods with altered identifying tags or serial numbers, (vi) Goods for which Noviland has not yet received full payment, (vii) any Goods not sold by this Site, (viii) any Goods resold by you to your customers. Furthermore, Noviland’s sole responsibility for any defects or nonconformity under this limited warranty shall be the repair or replacement of the Goods, pursuant to the procedure set forth below.
In order to qualify for warranty coverage on any Goods, you must pay for such Goods in full and notify Noviland in writing to our messaging center of the specific Order that such Goods are defective and/or nonconforming. All Goods claimed to be defective and/or nonconforming must be reviewed by Noviland to verify that such Goods are in fact defective and/or nonconforming. Noviland’s review of the goods may be conducted through scrutiny of photos and images of the Goods that you send to Noviland, or may require that the Goods be shipped to Noviland, at Noviland’s expense, at which point Noviland will review the Goods in person. Such review process may take up to 30 days from the date the Goods are received back by Noviland, and Noviland’s acceptance of any Goods shipped for these reasons shall not be deemed an admission that the Goods are defective or nonconforming. If Noviland finds that any Goods sent to us for review are not defective or nonconforming, such Goods will be returned to you and you will be responsible for all shipping charges incurred by Noviland in connection with such Goods. If Noviland finds that any Goods are in fact defective and/or nonconforming, such Goods will be either repaired or replaced and returned to you within a reasonable time (usually within 3 months, except in unusual situations), at Noviland’s expense.
EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY STATED ABOVE, NOVILAND, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE GOODS AND THE SERVICES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
NOTHING IN THESE TERMS, INCLUDING SECTIONS 7 AND 8, SHALL EXCLUDE OR LIMIT NOVILAND’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
8. LIMITATION OF LIABILITY
SUBJECT TO SECTION 7 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT NOVILAND, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
THE LIMITATIONS ON NOVILAND’S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT NOVILAND HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL NOVILAND’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT THAT YOU HAVE ACTUALLY PAID FOR THE SERVICES IN THE PAST TWELVE MONTHS, OR FIVE HUNDRED DOLLARS ($500.00), WHICHEVER IS GREATER.
9. Intellectual Property
By accepting the Goods ordered by Users, User hereby agrees and covenants that he/she/it shall not make any claim or take any action adverse to manufacturer’s ownership of their intellectual property rights, or challenge any right, title, or interest of manufacturer in or to manufacturer’s intellectual property rights.
In event that User provides any designs or materials which cause any claim for violation of intellectual property rights made by any third party (“Claims”), User shall indemnify, hold harmless, and defend Noviland and its parent, officers, directors, partners, members, shareholders, employees, agents, successors and permitted assigns (collectively, “Noviland Indemnified Party“) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees, and the costs of enforcing any right to indemnification and the cost of pursuing any insurance providers, incurred by Noviland Indemnified Party, arising out of or relating to such Claim.