Terms and Conditions of Sale
PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT
INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND
EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION
This Agreement contains the terms and conditions that apply to purchases by
Home, Home Office, and Small Business customers from the Simpro Inc., entity
named on the invoice that will be provided to you ("Customer") on
orders for NatureSpirit®
branded products and/or services and support sold by Simpro Inc. in the United
States. By accepting delivery of the NatureSpirit®
branded products and/or services and support described on that invoice, Customer
agrees to be bound by and accepts these terms and conditions. If for any reason
you are not satisfied with your Simpro Inc. branded product, you may return the
it under the terms and conditions of Simpro Inc.'s "Total Satisfaction
Return Policy", which is located online at www.naturespiritproduct.com/returnpolicy
or may be found in the documentation accompanying the product.
THESE TERMS AND CONDITIONS APPLY (I) UNLESS THE CUSTOMER HAS SIGNED A SEPARATE
PURCHASE AGREEMENT WITH Simpro Inc., IN WHICH CASE THE SEPARATE AGREEMENT SHALL
GOVERN; OR (II) UNLESS OTHER Simpro Inc. STANDARD TERMS APPLY TO THE
These terms and conditions are subject to change without prior written notice at
any time, in Simpro Inc.'s sole discretion.
1. Other Documents. Other than as specifically provided in any separate formal
purchase agreement between Customer and Simpro Inc., these terms and conditions
may NOT be altered, supplemented, or amended by the use of any other document(s).
Any attempt to alter, supplement or amend this document or to enter an order for
product(s) which is subject to additional or altered terms and conditions will
be null and void, unless otherwise agreed to in a written agreement signed by
both Customer and Simpro Inc..
2. Governing Law. THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.
3. Payment Terms; Orders; Quotes; Interest. Terms of payment are within Simpro
Inc.'s sole discretion, and unless otherwise agreed to by Simpro Inc., payment
must be received by Simpro Inc. prior to Simpro Inc.'s acceptance of an order.
Payment for the products and services and support may be made by credit card,
wire transfer, or some other prearranged payment method unless Simpro Inc. has
agreed to credit terms. Invoices are due and payable within the time period
noted on the this invoice, measured from the date of the invoice. Simpro Inc.
may invoice parts of an order separately. Orders are not binding upon Simpro
Inc. until accepted by Simpro Inc.. Any quotations given by Simpro Inc. will be
valid for the period stated on the quotation. Customer agrees to pay interest on
all past-due sums at the highest rate allowed by law. Unless you and Simpro Inc.
have agreed to a different discount, Simpro Inc.'s standard pricing policy for NatureSpirit®
branded product, which include both product and services in one discounted
price, allocates the discount off list price applicable to the service portion
of the product to be equal to the overall calculated percentage discount off
4. Shipping Charges; Taxes. Separate charges for shipping and handling will be
shown on the invoice(s). Unless Customer provides Simpro Inc. with a valid and
correct tax exemption certificate applicable to the product ship-to location
prior to Simpro Inc.'s acceptance of the order, the Customer is responsible for
sales and all other taxes associated with the order, except for Simpro Inc.'s
franchise taxes and taxes on Simpro Inc.'s net income. If applicable, a separate
charge for taxes will be shown on the invoice.
5. Title; Risk of Loss. Title to products passes from Simpro Inc. to Customer on
shipment from Simpro Inc.'s facility. Loss or damage that occurs during shipping
by a carrier selected by Simpro Inc. is Simpro Inc.'s responsibility. Loss or
damage that occurs during shipping by a carrier selected by Customer is
6. Warranties. THE LIMITED WARRANTIES APPLICABLE TO NatureSpirit®
branded PRODUCTS ARE INCLUDED IN THE DOCUMENTATION PROVIDED WITH THE PRODUCTS
AND CAN ALSO BE LOCATED ONLINE AT WWW.NATURESPIRITPRODUCT.COM/WARRENTY. THERE
ARE NO WARRANTIES FOR SERVICES. Simpro Inc. MAKES NO EXPRESS WARRANTIES EXCEPT
THOSE STATED IN Simpro Inc.'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE
DATE OF THE INVOICE. ANY SUCH WARRANTIES WILL BE EFFECTIVE, AND Simpro Inc. WILL
BE OBLIGATED TO HONOR ANY SUCH WARRANTIES, ONLY UPON Simpro Inc.'s RECEIPT OF
PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED.
7. Return Policies. NatureSpirit®
branded PRODUCT and parts that are purchased directly from Simpro Inc. by a
Customer may be returned by Customer in accordance with Simpro Inc.'s
"30-Days 100% Satisfaction Guarantee Return Policy" in effect on the
date of the invoice. Simpro Inc.'s "30-Days 100% Satisfaction Guarantee
Return Policy" can be found at http://www.naturespiritproduct.com/return_policy.htm
or in the documentation provided with the NatureSpirit®
8. Exchanges. From time to time, Simpro Inc. may, in its sole discretion,
exchange products or portions of a product. Any exchanges will be made in
accordance with Simpro Inc.'s exchange policies in effect on the date of the
9. Products. Simpro Inc. continually upgrades and revises its products and
service offerings to provide Simpro Inc. customers with new products and service
offerings. Simpro Inc. may revise and discontinue products at any time without
prior notice to customers. Simpro Inc. will ship products that have the
functionality and performance of the products ordered, but changes between what
is shipped and what is described in a specification sheet or catalog are
possible. The parts and assemblies used in building NatureSpirit®
branded products are selected from new and equivalent-to-new parts and
assemblies in accordance with industry practices. Spare parts may be new or
reconditioned. The quoted Simpro Inc. SKU numbers for NatureSpirit®
branded products are of the quantity specified by Simpro Inc. and conform in all
material respects with the Simpro Inc. product specifications current on the
date such products were shipped.
10. Limitation of Liability. Simpro Inc. DOES NOT ACCEPT LIABILITY BEYOND THE
REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT BEING
AVAILABLE FOR USE, OR THE PROVISION OF SERVICES AND SUPPORT. Simpro Inc. WILL
NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL,
SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED
HEREIN. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF
PRODUCTS OR SERVICES BUNDLED WITH THE PRODUCTS, Simpro Inc. IS NOT LIABLE OR
RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY
CUSTOMER FOR THE PURCHASE OF PRODUCTS OR SERVICES UNDER THIS AGREEMENT.
11. Binding Arbitration. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN
CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND
INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) AGAINST
Simpro Inc., its agents, employees, successors, assigns or affiliates
(collectively for purposes of this paragraph, "Simpro Inc.") arising
from or relating to this Agreement, its interpretation, or the breach,
termination or validity thereof, the relationships which result from this
Agreement (including, to the full extent permitted by applicable law,
relationships with third parties who are not signatories to this Agreement),
Simpro Inc.'s advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY
AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION
FORUM (NAF) under its Code of Procedure then in effect (available via the
Internet at http://www.arb-forum.com, or via telephone at 1-800-474-2371).
The arbitration will be limited solely to the dispute or controversy between
Customer and Simpro Inc.. Any award of the arbitrator(s) shall be final and
binding on each of the parties, and may be entered as a judgment in any court of
competent jurisdiction. Information may be obtained and claims may be filed with
the NAF at P.O. Box 50191, Minneapolis, MN 55405.
12. Applicable Law; Not For Resale or Export. Customer agrees to comply with all
applicable laws and regulations of the various states and of the United States.
Customer agrees and represents that it is buying for its own use only, and not
for resale or export. Simpro Inc. has separate terms and conditions governing
resales and transactions outside the United States.
13. Service and Support. Simpro Inc. will provide general technical support to
Customer in the United States, in accordance with the then-current technical
support policies in effect. Service offerings may vary from product to product.
If Customer purchased optional services and support, Simpro Inc. will provide
the optional service and support to Customer in the United States in accordance
with the then-current terms and conditions in the optional service contract
between Simpro Inc. The optional services and support programs and their terms
and conditions in place at the time or purchase will apply to Customer's
purchase. Simpro Inc. has no obligation to provide service or support until
Simpro Inc. has received full payment for the product or service/support
contract for which service or support is requested.
14. Headings. The section headings used herein are for convenience of reference
only and do not form a part of these terms and conditions, and no construction
or inference shall be derived therefrom.