Website
All users accessing the website are bound by these Terms and Conditions. Any user not in agreement with any section of these Terms and Conditions shall refrain from accessing the Website.
Proprietary rights to content. Website contents such as text, data, photographs, videos, graphics or any other elements, are the sole property of 心跳直播 and are protected by copyright, trademarks, service marks, patents, trade secrets, data rights, advertising or privacy rights and/or other rights and intellectual property laws. The reproduction, modification, distribution, transmission, publication, or exhibition of such contents without 心跳直播麓s written authorization is strictly prohibited. All information on the website is intended for informational purposes only.
Goods and Services of Third Parties. The products and/or services marketed within the website and/or links to third-party sites are provided by merchants independent of 心跳直播. 心跳直播 is not responsible for any third-party products or services appearing on the website (such as links and banners). There is no employment relationship, association or partnership between 心跳直播 and said third parties. Any and all third-party information and content solely represents the opinions and judgment of the third party.
Limitation of Liability. 心跳直播 is not responsible for any direct, special, incidental, indirect, or consequential damages that in any way (including without limitation, damages for business interruption, loss of data, or any other monetary loss) derive or relate to (i) the use of this website and its services, (ii) any information or graphics contained or published on or through this website, and (iii) any update of the information on this website and its Terms and Conditions. 心跳直播 does not assume any responsibility for the use of the information contained or published on this website. The information on the website may contain technical inaccuracies or typographical errors.
Indemnification. Website visitors agree to indemnify, defend and hold 心跳直播 and all its affiliated companies, affiliates, representatives, directors, owners, agents, employees, information providers, partners and licensees harmless from any and all liability or responsibility arising from the use of the website. This includes costs incurred in claims related to any breach of these Terms and Conditions, any unauthorized use or distribution of its contents or any infringement of the foregoing statements, warranties or clauses, including without limitation, reasonable expenses and attorney鈥檚 fees.
Activity record – Cookies. 心跳直播 may use cookies to provide a better experience while using the website. Visitors may change their device settings to not allow cookies, however, if the settings are not changed, 心跳直播 assumes consent to the use of cookies. Cookie files may contain information used to track websites visited. A cookie cannot read the data or information on the website visitor鈥檚 hard drive or cookies created by other sites.
Right to modify. 心跳直播 may change this website at any time without notice but does not assume any responsibility to update it.
Applicable Law and Jurisdiction. These Terms and Conditions and all matters arising from or relating to these Terms and Conditions shall be governed by the laws of the country of Mexico. 心跳直播 and the User expressly renounce to any other jurisdiction that by reason of their nationality, residence or place of business could correspond now or in the future. Any disputes between 心跳直播 and the website visitor shall be governed by the laws of the country of Mexico without regard to choice-of-law principles. The prevailing party in any dispute shall be entitled to its reasonable attorneys鈥� fees, expenses, and costs incurred in such dispute.
Sales Terms and Conditions
1. Acceptance. In consideration of maintaining a commercial charge account for the Buyer and for the provision of the personal guaranty below, Buyer, the person(s) signing the Personal Guaranty (鈥淕uarantor鈥�), and the 心跳直播 entity maintaining such charge account agree to the standard terms and conditions contained in this Application for Credit and Sales Agreement (鈥淎greement鈥�) regarding all purchases made by Buyer or anyone authorized by Buyer. Use of the commercial charge account by Buyer will constitute acceptance of this Agreement. If this is a joint account, each party listed on the Application for Credit will be bound jointly and severally. Upon prior reasonable notice to Buyer, 心跳直播 may change the terms and conditions of sale set forth in this Agreement, and the new terms and conditions will apply to all purchases made after 心跳直播’s notice.
2. Payment/Finance Charges. Payment for charges made on the account during a specific month are due in full on the last day of the month following the purchase of the Commodity, without any right of setoff or retention. If payment is submitted by mail, payments postmarked by the U.S. Post Office on or before the last day of the month will be considered timely paid. A finance charge will be assessed on all amounts not paid in full when due until paid in full. The finance charge will be one point five percent (1.5%) per month on the past due unpaid balance, which equates to an annual percentage rate of eighteen percent (18%) or the highest lawful rate. In addition, any amounts paid to 心跳直播 by Buyer may be applied by 心跳直播 to outstanding principal and interest and other charges as 心跳直播 deems appropriate. In addition, 心跳直播 has the right, if Buyer becomes delinquent in payments on its account, to hire a collection agency or attorney, to collect on the account. Buyer shall be liable for all costs and expenses, without limitation, reasonable attorneys鈥� fees incurred by 心跳直播 in the collection of any unpaid balance. 心跳直播, at its own discretion, may suspend pending deliveries during any period when Buyer has overdue balances or evidence of a changed financial condition. 心跳直播 may exercise the right of set-off under this Agreement as to any sums owed by Buyer and/or its affiliates under any other contract or agreement with 心跳直播.
3. Agreement Governs. Except as otherwise provided by a written document signed by Buyer and 心跳直播, this Agreement shall supersede the terms and conditions of any Buyer鈥檚 purchases orders, invoices, without limitation, any statement that Buyer鈥檚 terms or conditions are to take precedence over any contrary provisions. This Agreement contain the entire agreement between 心跳直播 and Buyer. Except as specifically stated herein with respect to the Guaranty, no prior or subsequent understanding, oral representation, agreement, terms, or trade custom at variance with or supplemental to this Agreement shall be binding upon 心跳直播 and Buyer.
4. Security Interest/Mechanic Lien. Buyer hereby irrevocably grants 心跳直播 a purchase money security interest in all commodities purchased by Buyer, or anyone authorized by Buyer, under this Agreement, for as long as a balance remains outstanding with respect to such commodities. Moreover, Buyer acknowledges that if the commodities or services charged to Buyer’s account are used in connection with the alteration, repair or construction of any building, or for any other improvement of any real estate, 心跳直播 has the right to obtain a mechanic’s lien upon the real estate to secure payment. In addition, Buyer agrees to timely provide in writing to 心跳直播 information regarding bonding companies, general contractors or owners for the purpose of filing preliminary notices and claims on payment bonds or liens.
5. Error or Discrepancies. If Buyer believes its monthly account statement contains an error, or Buyer needs more information about a transaction included on a monthly account statement, Buyer must write 心跳直播 as soon as possible, but not later than ten (10) days after 心跳直播 issues its monthly account statement. Telephoning 心跳直播 will not preserve Buyer’s rights. The letter is to contain all particulars about the error including the Buyer’s name, address, phone number and the name of the person who prepared the notice of error. Absent such written notification from Buyer, monthly account statements shall be presumed correct.
6. Termination. 心跳直播 reserves the right to terminate this Agreement at any time, with or without cause, and terminate Buyer’s right to make further purchases under this account, but Buyer shall continue to be responsible for the obligation for which Buyer was liable prior to such termination, without limiting, all amounts owed at the time of termination. Buyer may terminate the Agreement, with or without cause, but only if Buyer has a $0.0 balance on Buyer鈥檚 account.
7. Specifications, Limited Warranty and Liability Disclaimer. All 心跳直播 commodities manufactured, transported, sold, delivered or shipped, as the case may be, under this Agreement, are warranted to conform in quality with the applicable commodity industry specification or applicable quotation, if any. Acceptance by Buyer of the commodities sold shall constitute confirmation by Buyer that the commodities meet the description and specifications. EXCEPT AS EXPRESSLY SET FORTH IN THE PRECEDING SENTENCE, THERE ARE NO WARRANTIES, EITHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, BY LAW, STATUTORY, OR CONTRACTUAL, PERTAINING TO THE COMMODITIES SOLD UNDER BUYER’S ACCOUNT. WITHOUT LIMITING THE FOREGOING, THERE ARE NO STATUTORY OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE MADE IN RESPECT OF ANY COMMODITY SOLD HEREUNDER. Having no control over the use of 心跳直播 commodities, 心跳直播 will not guarantee finished work, nor shall 心跳直播 be responsible for the installation or condition of 心跳直播 commodities after title of such commodities shall pass upon Buyer. Any charges incident to inspections or tests made by, or on behalf of, Buyer to determine compliance with specifications, shall be paid exclusively by Buyer. Buyer麓s exclusive remedy for breach of this warranty shall be to require 心跳直播, at 心跳直播 option, to refund the purchase price for the commodities sold hereunder, to repair or to provide Buyer with conforming replacements for any nonconforming commodities.
8. Liability for Delay. In the event 心跳直播 shall be delayed or prevented from the performance of any of its obligations under this Agreement, or it shall become commercially unreasonable to perform such obligations, 心跳直播 shall not be liable to Buyer for any damages or loss caused by, without limitation, any delays in manufacturing, shipping, or delivering said 心跳直播 commodities, by reason of governmental allocations, restrictions or regulations now or hereafter in effect, earthquake, flood, tornado, fire, strikes, lockouts, labor disputes, other Acts of God, breakdown of equipment, plant failure, inability to secure rail cars, transportation shortages, changes in market conditions, shortages of materials, labor, raw materials, fuel, power or production facilities, or other contingencies beyond 心跳直播麓s reasonable control. If a shortage of the supply of 心跳直播 commodities occurs for any reason or if 心跳直播 commodities are unavailable for any reason, 心跳直播 shall have the right to apportion available 心跳直播 commodities among its customers, including Buyer, as 心跳直播 may determine at its own discretion, and Buyer shall accept such part of the commodities and pay for the part delivered pro rata at the same rate as the whole of the order agreed to be sold and on the same commercial terms.
9. Claims. ANY AND ALL CLAIMS FOR LOSS OR DAMAGE ON THE PART OF BUYER ARE LIMITED TO ACTUAL DAMAGES OF BUYER NOT TO EXCEED THE PURCHASE PRICE OF THE COMMODITY PURCHASED HEREIN. THIS SHALL BE THE EXCLUSIVE REMEDY OF BUYER. IN ADDITION, BUYER WAIVES ALL RIGHTS TO CLAIMS FOR LOSS OR DAMAGES AGAINST 心跳直播 IN EXCESS OF THOSE PROVIDED FOR IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL RIGHTS, CLAIMS OR DAMAGES WHICH BUYER MAY HAVE AGAINST 心跳直播 FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED DAMAGES, INDIRECT LOSS, OR PUNITIVE DAMAGES FROM ANY DEFAULT, BREACH OR PERFORMANCE OF THIS AGREEMENT BY 心跳直播 OR BUYER’S USE OF 心跳直播’S COMMODITIES SOLD HEREIN. ALL SUCH SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT LOSS, OR PUNITIVE DAMAGES WAIVED BY BUYER INCLUDE, BUT ARE NOT LIMITED TO, ANY AND ALL RIGHTS, CLAIMS OR DAMAGES WHICH BUYER MAY HAVE AGAINST 心跳直播 FOR BACK CHARGES, LABOR COSTS, COSTS OF REMOVAL, REPLACEMENT, TESTING OR INSTALLATION, LOSS OF EFFICIENCY, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF THE COMMODITIES SOLD HEREIN, DAMAGE TO ASSOCIATED PRODUCTS, LATENESS OR DELAYS IN DELIVERY, UNAVAILABILITY OF COMMODITIES, COST OF CAPITAL, COST OF SUBSTITUTE COMMODITIES, FACILITIES OR SERVICE, DOWNTIME, OR CLAIMS FROM BUYER’S CUSTOMERS OR OTHER PARTIES.
10. Applicable Law and Jurisdiction. Any disputes, interpretation or enforcement arising out of or related to this Agreement, or to the business transactions between 心跳直播 and Buyer (鈥淒ispute鈥�), shall be resolved, construed and governed by the laws of the State of Colorado without regard to choice-of-law principles. 心跳直播 and Buyer (a) consents to the nonexclusive personal jurisdiction of the state and federal courts located in the state of Colorado in connection with any Dispute; and (b) waive any argument that the litigation venue in Colorado is inconvenient. The prevailing party in any Dispute shall be entitled to recover all of its reasonable costs and expenses, including attorneys鈥� fees, incurred in such Dispute. Notwithstanding the foregoing, if the Buyer is delinquent in payments on its account, nothing in this section shall affect nor bar the right of 心跳直播 or its assignees to bring any action or proceeding against Buyer or its property in order to collect on the account in the courts of other jurisdiction or fill any court action necessary to perfect a mechanic鈥檚 lien or otherwise to protect a 心跳直播鈥檚 right to enforce a judgment obtained in litigation. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR PERTAINING TO THIS AGREEMENT.
11. Title, Risk of Loss. Title and ownership of the commodity sold to Buyer shall remain in 心跳直播 and pass upon to Buyer, as applicable, when the commodity reaches the destination stated on the bill of lading, or delivery to, or pick-up by Buyer. Buyer shall be liable and responsible for any and all loss of, or damage to, the commodity or other persons or property until Buyer has title of the commodity.
12. Personal Guaranty. The Guarantor below personally and unconditionally guarantees the Buyer鈥檚 full compliance with all terms of this Agreement, including, without limitation, payment of all purchases ordered by Buyer, whether existing or hereafter made, whether on open account or evidenced by any instrument or documents. This guaranty shall be absolute, continuing and unlimited and shall continue until 心跳直播 receives thirty (30) days written notice from Guarantor terminating this guaranty; provided, however, that such termination shall not affect Guarantor鈥檚 liability for obligations of Buyer incurred prior to such termination. This guaranty shall not be affected by any acceptance or any payment of the indebtedness, in whole or in part, or by extension of the time, manner, form or amount of payment. This is a guarantee of payment and not of collection, and the Guarantor waives notice of acceptance, nonpayment, and protest with respect to the obligation covered hereunder. The Guarantor acknowledges and agrees that Guarantor鈥檚 liability hereunder shall not be affected by any modification of this Agreement whether made with or without the prior or subsequent notice to or consent of the Guarantor.
13. Severability. If any term, provision, covenant or condition contained herein is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
14. Confidentiality. 心跳直播 and Buyer agree that each of them will hold in confidence the content of this Agreement and all technical, commercial and business information either party may disclose to the other, except as permitted by the applicable law.
15. Miscellaneous. Time is of the essence. This Agreement may be executed in several, including electronic, counterparts and the signatures delivered by e-mail, each of which will be deemed to be an original. This Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns. Buyer shall not assign this Agreement without the prior written consent of 心跳直播. Headings are inserted solely for ease of reference and are not to be considered in the interpretation. 心跳直播 and Buyer will perform as an independent party. This Agreement represents the entire understanding between 心跳直播 and Buyer with respect to the subject matter hereof, and replaces all previous agreements and understandings, and can be amended, supplemented, or changed, and any provision hereof can be waived, only by written instrument duly executed by 心跳直播 and Buyer. No failure on the part of 心跳直播 or Buyer to exercise any right, power, or remedy hereunder will operate as a waiver. All remedies hereunder are cumulative and are not exclusive of any other remedies provided at law or in equity.