Terms and Conditions

TERMS AND CONDITIONS FOR THE ONLINE SALE OF GOODS

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.

By placing your 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, and that the purchase of these goods shall not be used primarily for personal, family, or household purposes.  You further affirm that if you place an order on behalf of any entity or organization, or company, you have the authority to bind such entity, organization, or company to these terms and conditions.

You will not be eligible to purchase products from this website if you (1) do not agree with these terms and conditions, (2) are not of legal age to enter into this agreement, or (3) are prohibited from utilizing this website for any reason or by any applicable law. 

1. Applicability. These terms and conditions of sale (the “Terms”) are the only terms which govern the sale of the goods (“Goods”) by Advanced Premier Technologies, Inc. (“Seller”), to the buyer (“Buyer”) named on the accompanying invoice (the invoice, proof of specifications, and these Terms are collectively known as the “Sales Agreement”). This Sales Agreement constitutes the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, negotiations and understandings of the parties with respect thereto. No representation, promise, modification or amendment shall be binding upon either party as a warranty or otherwise unless in writing and signed on behalf of each party by a duly authorized representative or set forth in these Terms. Although Buyer may use an alternative form to give any order or notice provided for hereunder, such form or notice will be governed by the terms and conditions of this Sales Agreement, and any term or condition set forth in any such alternative form or notice which is inconsistent with or in addition to the terms and conditions of this Sales Agreement shall have no force or effect.
2. Delivery.

(a) Shipping dates, if any, set forth in Seller’s invoice are approximate only and merely represent Seller’s best estimate of the time required to make shipment. Seller shall not be liable for any loss or expense (consequential or otherwise) incurred by Buyer as a result of any delay in delivery for any reason other than arbitrary refusal of Seller to perform.

(b) Seller may deliver Goods in installments. Each installment will constitute a separate sale, and Buyer shall pay in full for the goods whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.

(c) The Goods will be shipped in Seller’s standard shipping packages to Buyer at Buyer’s address set forth on the invoice. Unless otherwise instructed in writing by Buyer, Seller will select the carrier. Title and risk of loss to Goods purchased under this Sales Agreement shall pass to Buyer upon delivery to the carrier whether or not the Goods conform to the terms of this Sales Agreement.

3. Purchase Price. The price to be paid by Buyer (the “Purchase Price”) shall be that contained on the Seller’s invoice that shall be sent via email to the email address provided before the date of actual production and shipment of the Goods. Prices are subject to change without notice. The Purchase Price is exclusive of any sales, use or privilege tax, processing fee, customs fees, customs duty or import, excise tax based on gross revenue or any similar tax or charge which might be levied as a result of the production, sale or shipment of any Goods or the use of any Goods by Buyer.
4. Payment Terms. Buyer shall pay all invoiced amounts due to Seller within 5 days from the date of Seller’s invoice. Buyer shall make all payments hereunder in U.S. Dollars, by wire transfer or via check or via PayPal or FreshBooks (KINDS OF CREDIT CARDS AUTHORIZED), PayPal. Payment shall be made for the Goods without regard to whether Buyer has made or may make any inspection or use of the Goods and Seller is under no obligation to begin production or ship any goods until payment has been received in full. Any invoiced amount which is not paid when due will bear interest at the rate of 1.5% per month or the highest rate permitted by law with respect to such obligation, whichever is less. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees and costs. Seller retains a security interest in the Goods (and replacements) and all proceeds and products thereof until the full Purchase Price therefor (including taxes and additional charges) has been paid. Buyer agrees, without further consideration, at any time to do or cause to be done, executed and delivered, all such further acts and instruments as Seller may reasonably request in order to perfect and protect Seller’s security interest in the products and consents to Seller filing a financing statement naming Seller as “secured party” and Buyer as “debtor” with respect to such security interest.
5. Inspection and Rejection. Buyer has 10 days following delivery of Goods hereunder to give Seller written notice of any Nonconforming Goods (other than latent defects not discovered by Buyer). Buyer acknowledges that such notice period is reasonable. Failure to give timely notice, as provided above, shall be deemed irrevocable acceptance of such Goods. For purposes of this Sales Agreement, “Nonconforming Goods” means only the following: (i) Goods shipped are different than those identified in Buyer’s accepted proof of specification; or (ii) the product label or packaging incorrectly identifies its contents. No nonconformity or defect in any lot or installment shall constitute grounds for claiming breach of the entire Purchase Order or Sales Agreement, and any lots or installments whose conformity Buyer does not dispute shall be paid for in accordance with these terms and conditions, regardless of any dispute concerning other shipments or installments, or undelivered Goods. Seller reserves the right to cure, by repair or replacement, any defects within a reasonable time after receiving written notice of such defects from the Buyer. Otherwise, Seller shall credit or refund the Purchase Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller at the address specified in the invoice.
6. Confidential Information. Left intentionally blank.
7. Limited Warranty. The only warranties on the Goods are warranties made by the manufacturer, if applicable. SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
8. Limitation of Liability. Seller shall in no event have obligations or liabilities to Buyer or any other person for loss of profits, loss of use or incidental, special, exemplary, punitive or consequential damages, whether based on contract, tort (including negligence), strict liability or any other theory or form of action, even if Seller has been advised of the possibility thereof, arising out of or in connection with the sale, delivery, use, repair or performance of the Goods, or any failure or delay in connection with any of the foregoing. Without limiting the generality of the preceding sentence, Seller shall not be liable for personal injury or property damage. In no event shall Seller’s aggregate liability arising out of or related to this Sales Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amounts paid to Seller for the Goods sold.
9. Force Majeure. Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Sales Agreement, for any failure or delay in fulfilling or performing any term of this Sales Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, flood, fire, earthquake, weather, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, insurrection, epidemic, lockouts, strikes or other labor disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, telecommunications breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of thirty (30) days, Buyer shall be entitled to give written notice to Seller to terminate this Sales Agreement.
10. Termination. In addition to any other remedies that may be provided under these Terms, Seller may terminate this Sales Agreement with immediate effect upon written notice to Buyer, if Buyer (i) fails to pay any amount when due under this Sales Agreement or (ii) has not otherwise performed or complied with any of these Terms, in whole or in part. This Sales Agreement shall automatically terminate if Buyer becomes insolvent or has made any assignment by operation of law or otherwise of this Sales Agreement or any of its rights hereunder for the benefit of creditors. Notwithstanding any termination of this Sales Agreement, Buyer shall remain obligated to pay all amounts becoming due hereunder prior to such termination.
11. Notices. All notices, requests, consents and other communications required or permitted under this Sales Agreement (each, a “Notice”) shall be in writing and shall be sent by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), email to the email address provided in the invoice (with delivery receipt) or registered or certified mail, postage prepaid, to Buyer and Seller at their respective addresses set forth on the signature page hereto. Either party may change its address by written notice to the other. Any Notice will be effective only (i) upon a receipt of the receiving party, and (ii) if the party giving the Notice has complied with the requirements of this Section.
12. Assignment. The rights or obligations of Buyer under this Sales Agreement may not be assigned or transferred in whole or in part, by operation of law or otherwise, without the express written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Sales Agreement.
13. No Waiver. No waiver by Seller of any of the provisions of this Sales Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising under this Sales Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise of any other right, remedy, power or privilege.
14. Applicable Law. This Agreement shall be governed by the laws of the State of Connecticut as such laws are applied to contracts between residents entered into and to be performed entirely within the State of Connecticut. Any legal suit, action or proceeding arising out of or relating to this Sales Agreement may be instituted in the federal courts of the United States of America or the courts of the State of Connecticut, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
15. Compliance with Law. Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Sales Agreement.
16. Amendment and Modification; Order Cancellation. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party. An order may only be cancelled by Buyer if agreed to in writing by Seller and upon payment of reasonable charges based upon expenses already incurred and commitments made by Seller.
17. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Sales Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
18. No Third-Party Beneficiaries. This Sales Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
19. Commercial Transaction; Waivers. BUYER ACKNOWLEDGES THAT THIS IS A COMMERCIAL TRANSACTION. BUYER AGREES TO WAIVE ITS RIGHTS UNDER THE PREJUDGMENT REMEDIES AS PROVIDED FOR IN CONNECTICUT GENERAL STATUTES, AND IN PARTICULAR CHAPTER 903-A THEREOF, AS AMENDED. THIS WAIVER OF NOTICE AND HEARING IN THIS COMMERCIAL TRANSACTION AFFORDS SELLER THE RIGHT TO PREJUDGMENT REMEDY WITHOUT SECURING A COURT ORDER. BUYER FURTHER WAIVES (a) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION ARISING EITHER DIRECTLY OR INDIRECTLY OUT OF THIS COMMERCIAL TRANSACTION; AND (b) ANY AND ALL DEFENSES THAT MAY BE AVAILABLE UNDER CONNECTICUT GENERAL STATUTES CHAPTER 906.
20. Severability. The invalidity in whole or in part of any of these terms and conditions shall not affect the validity or enforceability of any other term or condition.
21. Survival. Provisions of these Terms which by their nature should apply beyond termination or expiration will remain in force after any termination or expiration of this Sales Agreement.