Terms of sale
These Terms of Sale are applicable to any order placed with and accepted by MosaicsandTile.com and shall exclusively apply to all contracts between our clients and us. Any agreement affecting the execution of these terms must be in writing.
The term ‘website’ refers to ‘MosaicsandTile.com’ and ‘MosaicsandTile.com’ or 'us' or 'we' or ‘it’ refers to the owner of the website. The term 'you' refers to the user or viewer of our website.
The term ‘Supplier’ refers to MosaicsandTile.com and its owners. The term ‘Buyer’ refers to the users of this website or who purchase goods from this website.
Please note that you accept and comply with these terms of sale in relation to your purchase of a product from this website.
1.SCOPE OF AGREEMENT
Thesupplier, upon acceptance of an Order placed by the Buyer, will supply the products and services specified in the ‘Order’ to Buyer, agreeable to the terms and conditions of this Agreement and Supplier’s acceptance of an order submitted by Buyer is expressly limited to the terms and conditions of this Agreement regardless of any conflicting provision contained in Buyer’s purchase orders, invoices, acknowledgements or other documents. The details of the purchase (e.g. quantity, price, and product specifications) shall be set forth in the relevant Order.
2. PRICE AND ORDERING TERMS
(a) The prices payable by the Buyer for goods and services that are supplied by MosaicsandTile.com under this Agreement will be specified in the applicable Order. Unless otherwise stated in an Order, all prices exclude the shipping prices and taxes. (b) Payment terms are net 30 calendar days from the date of the invoice. If Buyer does not pay the invoiced amount within these terms, MosaicsandTile.com reserves the right to (1) withhold shipment of the Purchase until full payment is made; and/or (2) revoke any credit extended to Buyer.
3.BUYER MATERIALS AND DATA
(a) Buyer represents and warrants that any matter it provides for the performance of services by MosaicsandTile.com does not trespass any copyright or trademark or other Intellectual Property Rights of any third party; (ii) is not defamatory or obscene; (iii) does not violate any person’s right to privacy; and (iv) does not otherwise breach any laws or infringe the rights of any third party. Buyer warrants that it has the right to use and to have the Supplier use on behalf of the Buyer any data or information provided to Supplier or its Affiliates by the Buyer including customer names, identifying information, addresses and other contact or personal information.
5. INTELLECTUAL PROPERTY
Any and all inventions, discoveries, patents, patent applications, trademark, copyrights and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by the Buyer as of the date of the Order or made or assumed by employees of Buyer during the Term of the Order shall be and remain the sole and exclusive property of the Buyer provided that Buyer grants to Supplier a license to use, exhibit and distribute (and to sub-license its affiliates and sub-contractors to use, display and distribute) any intellectual property rights delivered to Supplier as acceptable and necessary to perform any Order.
Any and all inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and held by Supplier as of the date of the Order or made or assumed by employees, consultants, representatives or agents of Supplier during the term of this Agreement shall be and remain the sole and exclusive property of Supplier.
Without limiting the abstraction of the aforementioned, the parties agree that MosaicsandTile.com will own systems (including all web source code) related to the Services provided hereunder, including all modifications, upgrades and improvements thereto made during the term of the Order. Without limiting the generality of the aforementioned, Buyer acknowledges and agrees that Supplier is in the business of developing customized print and e-commerce solutions, and the provision of print and fulfillment order services, and that Supplier shall have the right to provide to third parties services which are the same or similar to the services provided herein and to use or otherwise utilize any Supplier materials in providing such services.
6. CONFIDENTIAL INFORMATION.
Any information that parties receive or otherwise have access to in relation with this Agreement shall be and remain the property of the disclosing party. Confidential Information shall not include information which: (i) was in the possession of the Receiving Party at the time it was first disclosed by the Disclosing Party; (ii) was in the public domain at the time it was disclosed to the Receiving Party; (iii) enters the public domain through sources independent of the Receiving Party and through no breach of this provision by the Receiving Party; (iv) is made available by the Disclosing Party to a third party on an unrestricted, non-confidential basis; (v) was lawfully obtained by the Receiving Party from a third party not known by the Receiving Party to be under an obligation of confidentiality to the Disclosing Party; or (vi) was at any time developed by the Receiving Party independently of any disclosure by the Disclosing Party. Confidential Information may be used to the extent necessary to perform this Agreement and the parties shall not disclose Confidential Information to any third party, except to its agents (who have executed confidentiality agreements containing terms substantially similar to the terms) as necessary to provide the Work hereunder. In no event shall Buyer acquire any right, title or interest in and to any product or process information, including related know how, either existing or developed during the course of the business relationship with Supplier and Buyer, and in no event shall Supplier acquire and right, title, or interest in and to any materials or information provided to it by Buyer.
The indemnifying party shall compensate, defend and hold harmless the indemnified party its officers, directors, employees, agents, subsidiaries, and other affiliates from and against any and all claims, damages, liabilities, and expenses (including attorney fees) arising from any third-party claim based on indemnifying party’s breach of any representation, warranty, arrangement, agreement, or obligation under the Order or this Agreement, or the party’s grossly delinquent and/or willful acts in carrying out its obligations under the Order or the Agreement, provided that in no event shall Supplier be responsible for any claims arising out of its compliance with instructions, requirements, or conditions provided by or required by Buyer (including the use of information, artwork, logos, and/or trademarks provided by Buyer). Neither party will be responsible for indemnifying another party hereto where the basis of the compensation claim arises out of such other party’s own negligence or willful misconduct. In order to avail itself of this indemnity provision, the indemnified party shall promptly provide notice to the indemnifying party of any such claim, tender the defense of the claim to the indemnifying party, and collaborate with the indemnified in the defense of the claim. The indemnifying party shall not be liable for any cost, expense, or compromise incurred or made by the indemnified party in any legal action without the former’s prior written consent.
In addition to all other rights to which a party is entitled under this Agreement, if either party breaches any term of the Order or the Agreement, the non-breaching party shall have the right to: (a) abort the Order immediately upon written notice to the other party; and (b) seek to obtain injunctive relief to prevent such infringement in the present or in the future or to otherwise enforce the terms of this Agreement. Failure to properly demand compliance or carrying out of any term of the Order or this Agreement shall not constitute a abdication of Supplier’s rights hereunder and prior to any claim for damages being made for non-conformance or breach, Buyer shall provide Supplier withacceptable notice of any alleged deficits in the purchase or performance under the Order or this Agreement and Supplier shall have a reasonable opportunity to cure any such alleged non-conformance or breach.
Supplier guarantees and warrants that the purchase shall reasonably conform to specifications in all material respects. If applicable and at Supplier’s option, Supplier may provide Buyer with an on-line printing proof for Buyer’s approval. If a proof has been provided, once Buyer approves a proof, Buyer will be liable for all fees associated with the order, as specified in the Order. If Buyer supplies Supplier with stock or items for imprinting as part of the Order, Supplier is not responsible for issues related to the quality of the stock or items for imprinting. Supplier will not provide refunds for any purchase conforming to specifications in all material respects. Other than the warranties set forth in this section, Supplier makes no warranty of any kind, expressed or implied, that the services performed or any items produced will be merchantable or fit for any particular purpose or use. In the event of any breach of any warranty specified in this provision, Buyer’s exclusive assistance shall be that Supplier shall, at its option, repair or replace any defective goods at no cost to Buyer or refund any purchase price paid for such purchase.
10. LIMITATION OF LIABILITY.
IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER FOR INCIDENTAL, SPECIAL, AMBIGUOUS, CONSEQUENTIAL, OR PUNISHING DAMAGES EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY FOR SUCH DAMAGES AND VENDOR’S TOTAL LIABILITY FOR DAMAGES UNDER THIS AGREEMENT AND THE ORDER SHALL BE LIMITED TO THE TOTAL FEES DUE HEREUNDER FOR THE INVOICE UPON WHICH A CLAIM IS BASED.
Except as otherwise provided, the Order and this Agreement shall be binding upon and should familiarise to the benefit of the parties’ successors and lawful assigns.
Buyer and Supplier are separate parties. Nothing in the Order or this Agreement shall be construed as creating an employer-employee or joint venture relationship.
13. COMPLIANCE WITH LAW.
Each party shall comply with all state, federal and local laws and regulations applicable to its conduct hereunder.
14. GOVERNING LAW.
The Order and this Agreement shall be governed by the laws of the State of Florida, without reference to conflicts of law principles. Any legal suit, action or proceeding arising out of or relating to the Order or these this Agreement shall be commenced in a federal court in Florida and the appellate courts thereof, and each party hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action or proceeding. With respect to any litigation arising out of the Order or this Agreement, the parties expressly waive any right they may have to a jury trial and agree that any such litigation shall be tried by a judge without a jury and the prevailing party shall be entitled to recover its expenses, including reasonable attorney’s fees, from the other party.
15. FORCE MAJEURE.
Neither party shall be liable for any failure to perform or delay in performance of this Agreement to the extent that any such failure arises from acts of God, war, civil disorder or disruption, riots, government act or regulation, strikes, lockouts, labor interruption, cyber or hostile network attacks, inability to obtain raw or finished materials, inability to secure transport, or any cause beyond such party’s commercially reasonable control.
In the event any provision of the Order or this Agreement is held by a bench of competent jurisdiction to be contrary to the law, the remaining and other provisions of the Order or this Agreement will remain in full force and effect. All sections herein relating to payment, ownership, confidentiality, indemnification and duties of defense, representations and warranties, waiver, waiver of jury trial and provisions, which by their terms extend beyond the Term, shall survive the termination of the Order and this Agreement.
17. ENTIRE AGREEMENT.