Terms & Conditions.
SOLOCART ONLINE PURCHASE AGREEMENT
Palmdale LLC DBA SoloGolf
This Purchase and Sales Agreement (this “Agreement”) is made effective as of the date in which the online sale is initiated by and between Palmdale LLC DBA SoloGolf, of Apex, North Carolina 27539 (“Palmdale”), and the person responsible for initiating the online order (“Purchaser”).
I. Basis of Purchase
1. AGREEMENT TO PURCHASE CARTS. Palmdale agrees to sell golf cart(s) (the “Carts”) to Purchaser and Purchaser agrees to purchase from Palmdale the Carts for the price listed on the official Palmdale website plus all applicable shipping costs and tax to be calculated at checkout.
II. Conveyance of Possession
2. TITLE/RISK OF LOSS. Title to the Carts and risk of loss of Carts shall pass to Purchaser upon delivery F.O.B. at the Palmdale’s plant to an agent of the Purchaser, including a common carrier, notwithstanding any prepayment or allowance of freight by Palmdale. Palmdale has the right to select the form and mode of delivery. Palmdale is not responsible for making arrangements for Purchaser to receive the Carts. Palmdale is not liable for any costs or damages resulting from Purchaser’s arrangements to receive the Carts.
3. WARRANTIES OF SALE. Palmdale warrants that the Carts shall be free of substantive defects in material and workmanship when the Carts are delivered by Palmdale to the shipping location. Palmdale’s liability is limited to replacement, repair or refund of the defective Carts, at Palmdale’s option. PALMDALE SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF PALMDALE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The term “WARRANTIES” in this section is limited to the meanings relevant to conformance of Carts to the terms and conditions of the Agreement at the time of delivery and is unrelated to any other use of any form of the word “warranty,” with respect to any term or condition relating to the Carts other conformation at the time of delivery. Except as provided here, all other warranties are disclaimed.
4. INSPECTION AND RETURN. Purchaser, upon receiving possession of the Carts, shall have five (5) days to inspect the Carts to determine if the Carts conform to the requirements of this Agreement. If Purchaser determines in good faith that all or a portion of the Carts are non-conforming, Purchaser may return the Carts to Palmdale at Purchaser’s expense. Effective return of the Carts requires Purchaser to provide written notice of the reason for rejection of the Carts. Palmdale will have 60 days from return of the Carts to remedy defects given in the written notice.
VI. Conflict and Resolution
5. ARBITRATION. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in Raleigh, North Carolina in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the events the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on both parties, and judgement may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.
6. INDEMNIFICATION. Palmdale shall not or under any circumstances be liable for any damage or injuries to persons or property suffered or sustained in the use, condition, or operation of the Carts and all such claims are specifically waived by Purchaser. Except as otherwise provided herein, Palmdale makes no warranties, expressed or implied, as to the condition of the property or its fitness for any particular purpose. Purchaser agrees to and does hereby hold Palmdale, its agents and employees, free and harmless from any and all losses, costs, demands or liability of any kind whatsoever, including legal costs and attorney’s fees. Upon demand, Purchaser shall defend at Purchaser’s own expense, any claims brought against the Company.
VII. Agreement Expectations
7. NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address listed above or to such other address as one part may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.
8. CONFIDENTIALITY. Both parties agree to acknowledge that during the course of this Agreement, each may obtain confidential information regarding the other party or the other party’s business. Both parties agree to treat all such information and the terms of this Agreement as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Agreement. Upon request by an owner, all documents relating to the confidential information will be returned to such owner.
9. ATTORNEY’S FEES/LEGAL COSTS. In the event Purchaser shall default hereunder, Palmdale shall be entitled to recover from Purchaser, in addition to all other damages, all costs and expenses, including court costs and reasonable attorney’s fees by Palmdale to enforce its rights.
10. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether written or oral. This Agreement supersedes any prior written or oral agreements between the parties.
11. AMENDMENT. This Agreement may only be modified or amended if the amendment is made in writing and signed by both parties.
12. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
13. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
14. APPLICABLE LAW. This Agreement shall be governed by any and construed according to the laws of the State of North Carolina without reference to its conflicts of law principles.
IN WITNESS WHEREOF, upon Purchaser submitting the online order and submitting payment information the parties have caused this Agreement to be executed as of the date first written above. Both parties agree this Agreement does not need to be signed to be executed; instead, Purchaser will acknowledge they have read and agree to the Terms & Conditions at checkout online and by doing so this Agreement shall be executed.