The parties agree as follows:
1. Sale of Goods. The Seller shall sell to the Buyer and the Buyer shall purchase from the Seller the goods set forth on www.timbergroveenterprises.com in the quantities and at the prices stated within. Unless otherwise stated, the Buyer shall pay all taxes and third-party expenses (if required) imposed on, in connection with, or measured by the transaction contemplated by this agreement in addition to the prices set forth. Return requests for UNINSTALLED goods (other than manufacturing defects or shipping damage) will be assessed a minimum 35% restocking fee. If goods are damaged during return shipment, the restocking fee will be increased based on the cost to repair. Return shipping charges are the purchaser's responsibility. NO RETURNS on installed goods unless a manufacturing defect is present. Please submit return requests to email@example.com.
2. Delivery; Title; and Risk of Loss. Unless otherwise stated, the Seller shall deliver the Goods FOB the Seller’s facility in Jim Falls, Wisconsin, and title to and risk of loss of the Goods will pass to the Buyer upon such delivery by the Seller. Any stated delivery dates are approximate. The Seller will not be liable for any losses, damages, penalties, or expenses for failure to meet any delivery date.
3. Disclaimer of Warranty; Due Diligence. The Goods are being sold “as is,” and the Seller disclaims all warranties (other than the implied warranty of title under article 2 of the Uniform Commercial Code), whether express or implied, including the warranties of merchantability and fitness for a particular purpose.The Buyer acknowledges that it has not been induced by any statements or representations of any person with respect to the quality or condition of the Goods and that no such statements or representations have been made. The Buyer acknowledges that it has relied solely on the investigations, examinations, and inspections as the Buyer has chosen to make and that the Seller has afforded the Buyer the opportunity for full and complete investigations, examinations, and inspections.
4. Limitation of Liability. The Seller will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) 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) and irrespective of whether the Seller has been advised of the possibility of any such damage. In no event will the Seller’s liability exceed the price the Buyer paid to the Seller for the specific Goods provided by the Seller giving rise to the claim or cause of action.
5. Limitation of Actions. No action arising out of or relating to this agreement or the transactions it contemplates may be commenced against the Seller more than 3 months after the basis for such claim could reasonably have been discovered.
6. Governing Law and Designation of Forum. (a) The laws of the State of Wisconsin (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, validity, performance (including the details of performance), and enforcement.
(b) A party bringing a legal action or proceeding against the other party arising out of or relating to this agreement or the transactions it contemplates must bring the legal action or proceeding in any court of the State of Wisconsin sitting in Chippewa County. Each party to this agreement consents to the exclusive jurisdiction of the courts of the State of Wisconsin sitting in Chippewa County and its appellate courts, for the purpose of all legal actions and proceedings arising out of or relating to this agreement or the transactions it contemplates.
7. Force Majeure. The Seller will not be liable for delays in performance or for non-performance due to unforeseen circumstances or causes beyond the Seller’s reasonable control.
8. Assignment; Delegation. The Buyer 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 Seller. Any purported assignment of rights or delegation of performance in violation of this section is void.
9. Recovery of Expenses. In any adversarial proceedings between the parties arising out of this agreement or the transactions it contemplates, the prevailing party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the prevailing party incurs, including legal fees and expenses.
10. Entire Agreement. This agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties.
11. Amendments. No amendment to this agreement will be effective unless it is in writing and signed by both parties.
12. Effectiveness; Date. This agreement will become effective the date an electronic purchase from www.timbergroveenterprises.com is affected.