Legal - Terms and Privacy.

Standard Terms and Conditions of Sale

1. General

   . These Terms and Conditions of Sale (these “Terms”) govern all sales of the products (the “Products”) of [Zirks, LLC] (the “Company”) as offered on the website [zirks.io] (the “Website”) to any customer (“You” or “Your”). By completing and submitting an electronic order form on the Website (the “Order”), You are making an offer to purchase Products which, if accepted by the Company, will result in a binding contract between you and the Company. You will receive an email to acknowledge your Order, which will confirm the Products You have ordered (the “Acknowledgment”). The Acknowledgment does not constitute the Company’s acceptance of your Order. The Company reserves the right to reject Your Order for any reason, including, without limitation, the unavailability of the Products, Your payment being declined, or Your request for credit being declined. The Order, the Acknowledgement, and these Terms (collectively, the “Contract”) constitute a complete and exclusive statement of the agreement between You and the Company with respect to the Products. These Terms may not be varied by You, and no additional or different terms or conditions will be applicable to Your purchase of the Products unless specifically agreed to in a separately signed, written instrument by an officer of the Company. By placing an Order, you are accepting these Terms. Any conflicting warranties, terms or conditions in any Order, Acknowledgment or any other document other than these Terms are specifically rejected by the Company. Your acceptance of these Terms is limited to acceptance of the express terms contained herein. Any proposal by you for additional or different terms or any attempt by you to vary, in any degree, any of the terms herein will not operate as a rejection of such terms. Your proposal for additional terms will be deemed to be a proposal to materially alter the Contract between the parties, and you will be deemed to have accepted these Terms without said additional or different terms, unless your acceptance of these Terms is expressly made conditional on the Company’s assent to such additional terms.

2. Shipment of the Products; Title

   . The Company will arrange for shipment of the Products. Shipping terms for all Products is FOB shipping point, and title to the Products will pass to you at that point. You will in all events be responsible for and will bear the risk with respect to any loss or damage to the Products during transportation from the shipping point for the Products. You must pay all freight, handling, delivery, special packing and insurance charges for shipments of the Products. Choice of carrier and shipping method and route will be at the election of the Company. The Company will have the right to deliver all Products covered hereby at one time or in partial shipments from time to time, within the agreed time for delivery. All delivery dates are approximate, and the Company will not be liable for damages or costs that arise in connection with the delivery of goods after the date stated on any order acknowledgement or in any other document. The Company will not in any event be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the control of the Company.

3. Price and Payment Terms

   . Prices throughout the Website are quoted in U.S. Dollars, and payment can only be accepted in U. S. Dollars. Packing and delivery costs, if any, will be added to the total price of Your purchase. The price You pay is the price of the Products shown on the Website at the time You place your Order, even if the price of the Products has since changed. Terms of payment are within the Company’s sole discretion, unless otherwise agreed to by the Company. Payment must be received by the Company prior to the Company’s acceptance of Your Order, unless You apply for payment terms and the Company’s credit department accepts Your application. Payment on the Website must be made by credit card, unless the Company has provided written approval for an on-line user name and password account for specific agreed upon credit terms. If the Company has agreed to extend credit for the purchase of Products, unless otherwise provided in the Acknowledgment, all invoices are due and payable net 30 days from the date of invoice, and all balances that remain unpaid more than 30 days after the date of invoice will be subject to a finance charge of 1.5% per month until paid in full. You must pay the Company’s costs of collection (including reasonable attorneys’ fees) with respect to any delinquent balance. You are responsible for any sales or use tax, and any other taxes, imposed on the sale of the Products hereunder. The Company may without liability, and without notice to You, delay shipment of any Products not yet shipped while any balance owed to the Company hereunder remains unpaid.

4. Disclaimer of Warranties; Limitation of Liability

   . The Products are being sold AS-IS/WHERE-IS, and with all faults. All sales are final, and the Company makes no warranties whatsoever regarding the Products. Notwithstanding the foregoing, the Company will replace or, at its option, issue a refund for, any Products that are defective or that do not conform to applicable industry standards, but only if (i) such Products are rejected by you within 30 days after the date of delivery, (ii) You notify the Company in writing of the claimed defect or non-conformance immediately upon discovery during such 30-day period, and (iii) the Company determines to its satisfaction that such Products are defective or do not conform to industry standards. You must not return Products to the Company without the Company’s prior written approval, and without receiving a Return Merchandise Authorization number issued by the Company. You are responsible for determining that Your use of the Products complies with all applicable laws.

   EXCEPT FOR THE LIMITED REPLACEMENT OR REFUND RIGHT DESCRIBED IN THE IMMEDIATELY PRECEDING PARAGRAPH, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS, NOR DOES IT WARRANT THE MERCHANTABILITY OF THE PRODUCTS OR THAT THE PRODUCTS ARE FIT FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED.

   THE COMPANY WILL NOT BE LIABLE TO YOU FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR LOSS UNDER ANY CIRCUMSTANCES, REGARDLESS OF CAUSE AND REGARDLESS OF THE THEORY OF LIABILITY ASSERTED BY YOU, WHETHER CONTRACT, TORT OR OTHERWISE. YOU ACKNOWLEDGE THAT YOU HAVE DECIDED TO PURCHASE THE PRODUCTS BASED UPON YOUR OWN ASSESSMENT OF THE PRODUCTS. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY HAS NOT MADE ANY STATEMENTS OF FACT CONCERNING THE PRODUCTS, AND YOU HAVE NOT RELIED UPON ANY STATEMENT BY THE COMPANY IN DECIDING TO PURCHASE THE PRODUCTS.

   IN NO EVENT WILL THE COMPANY’S LIABILITY ARISING IN CONNECTION WITH THE PRODUCTS OR UNDER THESE TERMS OR ANY ORDER OR ACKNOWLEDGMENT (REGARDLESS OF CAUSE AND REGARDLESS OF THE THEORY OF LIABILITY ASSERTED BY PURCHASER, WHETHER CONTRACT, TORT OR OTHERWISE) EXCEED THE PURCHASE PRICE FOR THE PRODUCTS.

   THE FOREGOING DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITIY SHALL APPLY EVEN IF THE EXPRESS REPLACEMENT AND REFUND RIGHT SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE.

5. Indemnification

   . You must defend, indemnify and hold the Company and its shareholders, directors, officers and agents harmless from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from or related to (i) the Products from and after the date of shipment to the extent arising from or related to the condition of the Products or Your action or inaction as related to the Products, or (ii) Your breach of any of Your representations or covenants contained herein.

6. Dispute Resolution

   . Any and all legal proceedings filed between the parties relating to the Contract or the Products must be brought in the state or federal courts located in Cuyahoga, County Ohio, which courts will be the exclusive venue for any dispute, and the parties hereby consent to and submit to the exclusive jurisdiction of such courts.

7. Consent to Electronic Transaction and Notification

   . The parties agree to conduct the transactions contemplated by the Contract by electronic means as contemplated under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001, et seq.) and Uniform Electronic Transactions Act (Ohio Revised Code § 1306.01, et seq.). A party’s execution or delivery of the Contract, or any other document relating to the transactions to be consummated under the Contract, may be evidenced and effected by electronic transmission (including via e-mail). Any electronic signature or acceptance of any party to the Contract, or to any other agreement executed in connection therewith, constitutes a legal, valid and binding execution by such party. All notices and other communications under the Contract must be sent via e-mail to the other party at the party’s designated e-mail address, as updated from time to time. The Company’s designated e-mail address is: [email protected].

8. Miscellaneous

   . These Terms, the Order, and the Acknowledgment embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous letters, agreements, and understandings concerning such subject matter. These Terms may not be amended without the prior written consent of the Company. These Terms must be interpreted and enforced in accordance with the laws of the State of Ohio, without regard to the choice or conflict of law rules otherwise applicable. No waiver of any right hereunder will be effective unless in writing, and no such waiver will constitute a waiver of any other right hereunder. No assignment of the Contract or any amount due or to become thereunder will be binding upon the Company without its prior written consent. The Company may assign the Contract. The Contract will be binding upon the parties hereto and their successors and permitted assigns.