GENERAL TERMS AND CONDITIONS FOR THE PURCHASE OF DOCUMENTS
By clicking on the “buy,” “buy now,” “purchase,” “pay now,” or other similar button to make a purchase, or by clicking “I accept,” or by downloading, installing, or otherwise accessing or using the Laditum website, you agree that you have read and understood, and, as a condition to your use of the Laditum website, you agree to be bound by, the following Terms and Conditions.
If you do not agree to these Terms, then you should not purchase our documents, and you do not have our permission to use the Laditum website. Your purchase of a document constitutes an agreement by you to be bound by these terms.
These terms and conditions of sale (these “Terms“) govern the sale of interactive documents (“Products“) by Laditum to the purchaser of such interactive documents (“Buyer“).
2. Delivery of Products
(a) The Products will be delivered upon the receipt of Buyer’s payment. Seller shall not be liable for any delays in delivery.
(b) Seller shall deliver the Products by means of an electronic link, available on the Laditum website.
(a) Seller shall not be liable for any non-delivery of Products (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-delivery within two days of the date when the Products would in the ordinary course of events have been received.
(b) Any liability of Seller for non-delivery of the Products shall be limited to replacing the Products within a reasonable time.
4. Inspection and Rejection of Nonconforming Products
(a) Buyer shall inspect the Products upon receipt (“Inspection Period“). Buyer will be deemed to have accepted the Products unless it notifies Seller in writing of any Nonconforming Products during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. “Nonconforming Products” means the product delivered is different than identified in Buyer’s purchase confirmation.
(b) If Buyer timely notifies Seller of any Nonconforming Products, Seller shall, in its sole discretion, (i) replace such Nonconforming Products with conforming Products, or (ii) credit or refund the Price for such Nonconforming Products.
(c) Buyer acknowledges and agrees that the remedies set forth in Section 4(b) are Buyer’s exclusive remedies for the delivery of Nonconforming Products. Except as provided under Section 4(b), all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products purchased under this Agreement to Seller.
Buyer shall purchase the Products and Services from Seller at the prices (the “Prices“) set forth in Seller’s published price list in force as of the date of Buyer’s purchase order.
6. Payment Terms
Buyer shall pay all amounts due to Seller at the time of Purchase. Buyer shall make all payments hereunder by PayPal and in US dollars.
7. Limited Warranty
(a) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 7(A) AND (B), SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) 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.
(b) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) 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
(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS 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 PRODUCTS SOLD HEREUNDER.
(c) The limitation of liability set forth in Section 8 shall not apply to liability resulting from Seller’s gross negligence or willful misconduct.
9. Force Majeure
The Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this 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, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes, or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials, or telecommunication breakdown, or power outage.
10. Governing Law
All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.
11. Submission to Jurisdiction
Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the City of New York and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) shall be in writing and addressed to Laditum, 747 Third Avenue, 2nd Floor, New York, NY 10017 or via email at email@example.com if to the Seller, and to such email and address that may be designated by the Purchaser in writing. All Notices shall be delivered email, by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
13. Amendment and Modification
These Terms may be amended or modified by the Seller in its sole discretion.
Last Modified: April 13, 2020