Acceptance of Terms.  Capitalized terms are defined below.  The following Terms and Conditions of Sale (the “Terms”) govern all sales of Goods purchased by Buyer from Seller, whether such sales and purchases arise through the Seller’s website, www.weflipcommerce.com, any other website, portal, online service, or any other means of purchase.  These Terms form the entire agreement between Seller and Buyer, and apply to all sales transactions between Seller and Buyer.  All prior oral or written agreements, including, but not limited to, terms in Buyer’s purchase order, which are different from or in addition to these Terms, are not binding on Seller unless expressly accepted in writing by Seller or Seller’s duly authorized representative.  By placing an Order, Buyer accepts these Terms.

Definitions.  “Seller” is We Flip Commerce, Inc., together with its successors, affiliates and subsidiaries. “Buyer” is the individual or entity that has ordered Goods from Seller.  “Goods” are all equipment, products, goods, merchandise and materials purchased by Buyer from Seller, as identified on Seller’s Invoice. “Order” means Buyer’s commitment to purchase Goods from Seller.  “Invoice” is a written statement for Goods provided by Seller to Buyer for Orders accepted by Seller.

Orders.  Seller has the right to accept or reject an Order in its sole discretion.  Seller’s acceptance of an Order from Buyer may be subject to other conditions required by Seller.  Buyer will not have the right to cancel an Order.  Except as otherwise set forth herein, all Orders are final and the Goods sold to Buyer thereunder are non-exchangeable, non-returnable and non-refundable.

Prices and Taxes.  Unless specifically stated, prices do not include sales, use, excise or other taxes or duties (collectively hereinafter referred to as “Taxes”).  Buyer will pay any and all clearance charges, broker’s fees, Taxes, credit card processing fees and other amounts payable in connection with the sale and shipment of Goods to Buyer.  If Seller is required to pay any Taxes on the Goods sold hereunder, the amount of such Taxes will be added to the Invoice and paid by Buyer.

Payment.  All Goods will be shipped Free on Board Origin, pursuant to shipping instructions to be provided by Buyer as set forth in the Order.  Buyer will pay all freight, insurance and other shipping costs, as well as any special packaging expenses.  Buyer will pay all Invoices in U.S. Dollars in immediately available funds via wire transfer to an account designated by Seller and/or by credit card (Seller accepts American Express, Visa and Mastercard).  Payment is due upon issuance of such Invoices and prior to the tender of Goods to shipper for shipment to Buyer.  Payment will be deemed to have been received when Seller has received cleared funds in its designated account or when Seller has received verification that the credit card transaction has been approved and completed.  Buyer will make all payments due in full without any deduction, whether by way of set-off, counterclaim, discount, abatement or otherwise.  If Buyer fails to pay any amounts due, Buyer will be liable to pay interest at an annual rate equal to the lessor of: (i) 18% per annum, accruing on a daily basis; or (ii) the maximum amount permitted by law, until payment is made.  

Buyer will not dispute an Order or initiate a chargeback unless Buyer first contacts Seller in writing at sales@weflipcommerce.com within five (5) business days of such Order itemizing the reason(s) therefor and allowing Seller ten (10) business days to investigate.  

To the fullest extent permitted by law, any right to a reversal of charges or a chargeback to Buyer, if any, is conditioned upon the return of the Goods to Seller, pursuant to Seller’s instructions.  Under no circumstances will Buyer be permitted to receive and enjoy a reversal of charges or chargeback while retaining possession of the Goods and any Goods not returned to Seller pursuant to Seller’s instructions after a reversal of charges or chargeback for same will be deemed as unpaid entitling Seller to recover such unpaid amounts, the application of the aforementioned interest charges, perfection and enforcement of Seller’s security interest pursuant to Section 6 below, recovery of reasonable attorneys’ fees pursuant to Section 7 below and any other rights and remedies pursuant to these Terms and applicable law.

1. Security Interest.  Buyer grants to Seller a security interest in the Goods in the amount of any balance that is or remains unpaid to Seller for any reason until such balance is paid in full.  Seller has the right and Buyer authorizes Seller to file any financing statements and other appropriate documents to perfect the validity, priority and enforceability of Seller’s security interest granted herein. 

2. Attorneys’ Fees.  In the event Seller incurs any attorneys’ fees to compel Buyer’s compliance with these Terms, Seller will be entitled to recover from Buyer its reasonable attorneys’ fees, court costs and related expenses.   

3. Delivery and Acceptance.  Seller will cause the Goods to be delivered to Buyer by a third-party shipper.  Once Seller tenders the Goods to the third-party shipper, Buyer is deemed to have accepted the Goods.  

4. Risk and Title.  Risk of loss will transfer to Buyer upon tender of the Goods to shipper.  Seller will not be liable or responsible for any costs, charges, expenses, damages or for any penalty, liquidated or otherwise for late or delayed delivery of Goods, and Buyer will look only to shipper with respect to any Goods delayed, lost or damaged during shipping.  

5. Warranties.  Seller warrants only that at the time of sale of the Goods to Buyer, Seller will have good title to the Goods.  All other warranties are those extended by the manufacturers of the Goods, if any, and Seller assigns to Buyer any and all manufacturer’s warranties.  

ALL GOODS ARE SOLD AS-IS.  SELLER DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE EVEN IF KNOWN BY SELLER.  SELLER MAKES NO REPRESENTATION, WARRANTY OR PROMISE THAT THE GOODS WILL CONFORM TO ANY APPLICABLE LAWS, ORDINANCES, REGULATIONS, CODES OR STANDARDS.

1. Limitation of Liability.  Use of Seller’s website and the purchase of any Goods through Seller’s website, portal, online service or otherwise is entirely at Buyer’s own risk.  

NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECULATIVE, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, DIRECT OR INDIRECT LOST PROFITS, LOSS OF USE OR ANY PENALTIES, WHETHER OR NOT BASED UPON SELLER’S NEGLIGENCE, BREACH OF WARRANTY, BREACH OF CONTRACT, STRICT LIABILITY, TORT, ANY WRONGFUL ACT OR OMISSION OF SELLER OR ANY OTHER CAUSE OF ACTION WHATSOEVER, EVEN IF SELLER IS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.  

SELLER’S TOTAL LIABILITY WILL BE LIMITED TO THE RETURN TO BUYER OF THE INVOICED PURCHASE PRICE OF THE GOODS IN THE EVENT THE GOODS ARE DAMAGED, LOST OR DESTROYED PRIOR TO THE TENDER OF SUCH GOODS TO SHIPPER FOR SHIPMENT TO BUYER.

1. Indemnification.  To the fullest extent permitted by applicable law, Buyer will defend, indemnify and hold harmless Seller, its affiliates and subsidiaries, their successors and assigns and each of their respective past and present officers, directors, shareholders, employees and agents (collectively, “Seller Indemnitees”) from and against any and all losses, damages, liabilities, demands, claims, actions, judgments charges, court costs and legal or other expenses, including, without limitation, reasonable attorneys’ fees, which Seller Indemnitees may sustain, incur or become liable for in defending or compromising any suit, action or other proceeding arising out of, related to, or in any way connected with Buyer’s Purchase, sale or use of the Goods, including, but not limited to, Buyer’s misuse of such Goods, environmental claims resulting from Buyer’s use or misuse of the Goods, or any other acts, omissions, willful misconduct or negligence, whether active or passive, on the part of Buyer.

2. Governing Law and Venue.  These Terms will be governed by the laws of the State of Delaware without regard to its conflicts of laws provisions.  Exclusive jurisdiction and venue for any action, suit or proceeding concerning these Terms, the Goods and/or the transactions between Seller and Buyer, will be in the federal or state courts located in the State of Delaware, and Buyer submits to the exclusive personal jurisdiction of such courts in the State of Delaware for any such action, suit or proceeding.  The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

3. Compliance with Laws.  Buyer shall comply with all applicable laws regulations and orders (collectively hereinafter referred to as “Laws”), including, without limitation, all Laws in any way relating to Buyer’s purchase, ownership, transportation, receipt, handling, exportation, storage, processing, alteration, repackaging, relabeling, use, application, disposal or resale of the Goods once the Goods have been shipped to Buyer.

4. Policies.  Seller shall not be bound or required to comply with any code of conduct, sustainability or other policies of Buyer.

5. Miscellaneous.  Time for payment to Seller from Buyer is of the essence.  Buyer acknowledges that Buyer has not been induced to purchase any Goods from Seller by any representation or warranty not expressly set forth herein.  These Terms constitute the entire agreement of the parties and supersede all existing agreements and all other oral or written communications between the parties concerning the subject matter contained herein.  Section headings contained herein are intended for convenience of reference only and will not affect the interpretation of any provision.  If any provision of these Terms is held to be prohibited or unenforceable, the parties will promptly substitute for the invalid provision a valid and enforceable provision which most closely approximates the intent and economic effect of the invalid provision and the remaining provisions will continue in full force and effect.  In the event that these Terms are translated into any language other than English, if any conflict exists between the original and the translation, the English language version will prevail.