General Sales Terms & Conditions
Last revised September 3, 2016
Wireless Sensor Technologies, Inc. is a Delaware corporation doing business as GoToTags. Wireless Sensor Technologies, Inc., together with its parent, subsidiaries, or other affiliated companies, are collectively and alternatively referred to in these General Terms and Conditions by the terms “GoToTags,” “we,” “us,” and “our.” GoToTags is the owner and operator of the STORE.GOTOTAGS.COM web site, which is the home of the GoToTags NFC store. The STORE.GOTOTAGS.COM web site, the GoToTags NFC store, any related web pages, and any successor web sites are collectively referred to in these General Terms and Conditions as the “Site.” These General Terms and Conditions of Sale (“Sales Terms”) apply to all orders of products from GoToTags, whether conducted on or through the Site or placed with a GoToTags sales representative by phone or email. These Sales Terms apply to both business customers and consumers (i.e., a person acquiring GoToTags products primarily for his or her own private and non-commercial use).
All communications in connection with sales of GoToTags products on or through the Site shall be made electronically. For orders placed with a GoToTags sales representative, we will provide you with a follow-up communication via email (such as a sales quote or print proof) that is accompanied by these Sales Terms. In either case, you agree that all agreements, notices, disclosures, and other communications in connection with sales of GoToTags products are made electronically and that they satisfy any legal requirement that such communications be in writing.
For the avoidance of doubt, information contained on the Site or other written materials provided to you by GoToTags is merely an “invitation to treat” or an “invitation to bargain” and not an offer, agreement, or commitment on the part of GoToTags to supply any products.
Any sales contract made on or through the Site, or with a GoToTags sales representative, shall be considered to have been concluded with Wireless Sensor Technologies, Inc., and such contract shall be deemed concluded, formed, and legally binding between Wireless Sensor Technologies, Inc. and you upon our confirmation and acceptance of the order, as more fully described below.
Conditions for Ordering
For you to buy products on or through the Site, you must register as a user on the Site by providing your name, address, phone number, email address, billing and payment information, and other required information. For orders placed with a GoToTags sales representative, you will be registered as a user on the Site prior to the completion of your order. It is your responsibility to provide us with accurate and correct information and details, as well as to inform us if, at a later time, there are any changes to the information or details provided by you. Since certain of GoToTags’ services may allow you to change, amend, or otherwise manage your user profile, you should access your profile from time to time to ensure that the information provided by you is accurate and up-to-date.
On completion of your user registration on the Site, you must choose a username and password for your profile. You are responsible for all actions taken under that username and password and shall only use the Site under your own username and password. You must make every effort to keep your password safe and should not disclose it to anyone. If your password is compromised, you must change it. You may not transfer or sell your username to anyone, nor permit, either directly or indirectly, anyone to use your username or password. If you become aware of any unauthorized use of your account, username, or password, you must notify us right away.
If you are purchasing products for your own private and non-commercial use on or through the Site, you must be at least 18 years old or at least the age of majority in the jurisdiction in which you are a resident. If you are under 18 years of age or otherwise a minor, you may only order and purchase GoToTags products with the consent of your parent or a legal guardian. If you are under 18 years of age or otherwise a minor, and you order and purchase GoToTags products with the consent of your parent or legal guardian, your parent or legal guardian is legally responsible for the order and purchase, including compliance with these Sales Terms, and is the owner of the corresponding GoToTags user account.
By placing your order on or through this Site, you agree that your order is an offer to buy the products listed in your order pursuant to these Sales Terms. After GoToTags has received your order, we will send you an acknowledgement email assigning your order an order number and setting forth all of the relevant details (e.g., quantity and price) concerning your order. This acknowledgement email will also contain a link to these Sales Terms for your review and records. For the avoidance of doubt, the acknowledgement email you receive acknowledges our receipt of your offer to purchase, and is not our confirmation or acceptance of your order. You will receive a separate, written communication via email confirming your order, in accordance with the processes described in the paragraphs immediately below, which will serve as evidence of our acceptance of your order (each, an “Order Confirmation”). Your order is not deemed accepted until you receive an Order Confirmation from us.
For orders of Custom Products placed with a sales representative, you will be provided with a written follow-up communication via email attaching, for example, a sales quote or virtual print proof, that includes the details (e.g., quantity and price) concerning the Custom Products you have expressed an interest in ordering, accompanied by these Sales Terms, including, in the case of a print proof, a virtual sample of the Custom Product you have ordered. A “Custom Product,” as that term is used in these Sales Terms, refers to a GoToTags product that is made-to-order (e.g., the order of an unusual quantity of products, the order of a special product not ordinarily maintained in inventory, or an order involving a request for custom printing, engraving, debossing, encoding, or manufacturing). In the case of a Custom Product involving custom printing, engraving, debossing, encoding, or manufacturing, you will receive a virtual print proof for your review and approval. Once you have approved the virtual print proof, your order will enter the production process and you may not make any further changes to your order. We do not customarily provide physical, printed samples as proofs; however, we endeavor to identify and disclose to you all possible sources of significant variance between the virtual print proof and the final, physical product. Please be aware that, unless specific Pantone® Matching System (PMS) color codes are provided by you at the time of your order, we cannot guarantee specific color matches. We will print Custom Products according to the artwork that you provide to us, but actual printed colors may look different, depending on the printing method and the material used in the manufacture of the product and will not necessarily appear exactly as they do on the screen of your computing device. To complete your order of Custom Products, you must provide payment or submit a purchase order. By providing payment or submitting a purchase order, you offer to buy the products listed in the applicable sales quote or print proof pursuant to these Sales Terms. Following receipt of your payment or purchase order for Custom Products, you will receive an Order Confirmation via email. Notwithstanding the foregoing, in the case of a Custom Product that is made to order only in that the order is of an unusual quantity of products, you will not receive a print proof. Upon submitting your order, you will receive an email acknowledgment of your order and, separately, an Order Confirmation via email attaching an invoice.
For products, other than Custom Products, ordered on or through the Site or by submitting a purchase order to us, by submitting your order or by submitting a purchase order, you offer to buy the products you have order pursuant to these Sales Terms and agree that the products you have ordered may proceed to shipment. In addition to an email acknowledging receipt of your order, GoToTags will send you an Order Confirmation via email. For orders of products that are not Custom Products that are placed with a sales representative, you will receive an email acknowledgment of your order and, separately, an Order Confirmation via email attaching an invoice.
Notwithstanding anything to the contrary set forth in these Sales Terms, at any time prior to your receipt of an Order Confirmation, we may choose not to accept your offer to purchase products for any reason or no reason at all. As such, no sales contract will exist between you and GoToTags until you have received an Order Confirmation from us via email. This Order Confirmation shall be deemed to be an acceptance by GoToTags of your offer to buy products from GoToTags pursuant to these Sales Terms. We recommend that you print out the Order Confirmation and keep a copy of it for your records.
You may cancel an order for products, other than Custom Products, at any time prior to delivery for any reason. If GoToTags receives notice of cancellation prior to shipment, there will be no charges or fees assessed. If GoToTags receives notice of cancellation during or after shipment, but prior to delivery to you, GoToTags may, at its discretion, charge 15% of the net purchase price of the product as a return/restocking fee.
You may cancel an order for Custom Products only prior to your receipt of an Order Confirmation. You may not cancel your order after your receipt of an Order Confirmation without our approval. Cancellation approvals may be subject to cancellation charges and/or fees, at our discretion.
Notwithstanding anything to the contrary in these Sales Terms, GoToTags reserves the right to cancel your order at any time before the shipment of the products you have ordered by sending a cancellation email. In this case, any sum paid by you for the products that are the subject of such cancellation will be refunded by us without undue delay.
GoToTags does not guarantee that the products advertised on the Site are available. GoToTags reserves the right, without any liability or prior notice, to discontinue making available products and the right to modify, alter, update, or otherwise change certain products or their specifications.
Prices, Charges and Payments
The price to be paid for the products is the price in force at the time the order is placed by you. The price will also be specified in the acknowledgement email; if applicable, the sales quote; and the Order Confirmation. GoToTags may change prices quoted at any time without notice. All prices quoted, products sold, and payments made under these Sales Terms shall be in US dollars ($).
The prices on the Site do not include charges for handling and shipping or applicable sales taxes, value added taxes, or other similar charges. The charges for handling and shipping, including freight, and any applicable taxes will be added to the prices and shown when you place your order and specified in the acknowledgement email; if applicable, the sales quote; and the Order Confirmation.
If your delivery address is outside of the United States, your order may be subject to import duties and taxes, which are levied once the product shipment reaches your country. Any such additional charges, including any and all charges for customs clearance, shall be borne by you. Since the customs policies vary widely from country to country, GoToTags advises you to contact your local customs office for further information.
While GoToTags will strive to ensure that all prices are accurate, errors may occasionally occur. If the correct price is higher than the price indicated in the Order Confirmation, GoToTags will notify you by email of the correct price and give you the opportunity to cancel your order by separate notice to GoToTags within seven days after receiving notice of the correct price. For the avoidance of doubt, GoToTags is, under no circumstances, obligated to deliver products at a price that is not correct.
GoToTags accepts credit cards (AMEX, Visa, MasterCard), PayPal, and offline payment methods, including bank wire transfer (EFT), check, or purchase order. Your credit card or other payment method will be charged or become due upon our acceptance of your offer to buy products pursuant to an Order Confirmation. GoToTags will not manufacture or deliver ordered products until payment or an approved purchase order is received.
Payment by bank wire transfer is subject to our consent, which may be granted in our sole discretion. A bank fee will be assessed for bank wire transfers for order amounts less than $2,000.00 USD. If you wish to pay for an order by bank wire transfer, please notify your GoToTags sales representative. The dollar amount of the bank fee will be disclosed at that time and included in the sales quote or invoice, as the case may be. If a bank wire transfer is made without approval and/or the necessary bank fee, the products you ordered will not be released for shipment until all monies due are provided to us using the approved payment method.
Credit card payments may be subject to a two percent processing fee for orders totaling $5,000.00 or more. If you wish to pay by credit card for an order of $5,000.00 or more, please contact your GoToTags sales representative.
GoToTags may agree to extend credit to business customers. A credit application must be completed prior to establishing a credit relationship. We may decline to extend credit for any reason or no reason. If GoToTags agrees to extend credit, our standard payment terms are net 30 days with payment due 30 days after the date of the applicable invoice. The invoice will be sent on the date that the applicable Purchase Order is accepted and the order is processed to begin production. Should GoToTags agree to extend you credit, you will receive an Order Confirmation and an invoice via separate emails. However, GoToTags will not be obliged to deliver any products ordered unless the payment due on the invoice has been received by GoToTags prior to such delivery. If payment on credit is past due for any reason, GoToTags shall be entitled to charge interest at a rate of one percent per month on any past due amounts until payment is made in full.
Product Specifications, Personalization and Quality Requirements
All products to be manufactured and delivered by GoToTags shall be in accordance and compliance with the specifications and/or descriptions made available and listed or set out on the Site. To the extent the products have been personalized, modified, altered, or customized either by you or at your request pursuant to the personalization services that we offer on the Site (“Personalization”), and provided that such Personalization is in compliance with the service description in force at the time that you place your order, we will be responsible for manufacturing products in compliance with such Personalization, as agreed upon as part of the ordering process. For the avoidance of doubt, it is acknowledged and agreed that unless such Personalizations are included in our email acknowledging receipt of your order and/or the applicable Order Confirmation, we shall have no responsibility for compliance of the products with any requirements or standards other than those generally established on the Site.
You hereby represent and warrant that any and all material, information, content, and data submitted to us in connection with your order for products or your Personalization (collectively, “Material”), and which Material is required by you to be included in the products, (a) does not contain any item, data, or information that, in our judgment, is unlawful or otherwise unfit for publication; (b) shall be scanned for and removed of any viruses or other contaminating or destructive features before submitting such Material to us; and (c) is rightfully owned by you or you have an unrestricted right to provide it to us and may publish the Material free of charge and/or incorporate it or concepts described in it in our products or services without accountability or liability or requiring any further permissions, licenses, or consents.
Furthermore, you represent and warrant that you shall not take any action or make any claim against GoToTags in relation to Material that you submit and will indemnify, defend, and hold GoToTags harmless against and from any third-party claims, demands, and actions, including claims based on alleged infringements of third-party intellectual property rights, howsoever made against GoToTags, in relation to the Material you submit and the content thereof.
GoToTags’ performance and the manufactured products shall correspond to and be in compliance with each applicable product’s specifications and your Personalization set forth above. In case the delivered products deviate considerably from such specifications and/or your Personalization or from what may be expected of the delivery considering standard good manufacturing and trading practices in the field of graphics, the products shall be deemed to be non-conforming. The products shall, however, not be considered or deemed to be defective, nor shall GoToTags’ performance be considered deficient, if (a) the deficiency in the products is due to the quality of the Material provided by you (e.g. resolution properties of the original Material); (b) the only deficiency in the physical product is that it does not correspond to the color or the “look and feel” characteristics or features displayed on the screen of your computing devices; (c) the products contain a slight or immaterial deviation from a sample or model or its equivalent (if any) for which GoToTags cannot reasonably be considered responsible due to technical reasons; (d) a maximum of two percent of the product consignment is defective in regard to printing work and in respect of finishing work or a maximum of two percent of the products are non-functional due to defective Near Field Communication (NFC) tags incorporated into the products; or (e) the number of products delivered deviate from the ordered quantity by less than five percent, when the ordered quantity is 100 or less, or by less than two percent, when the ordered quantity exceeds 100.
Product Deliveries and Times of Delivery
All references to trade terms shall be construed in accordance with Incoterms® 2000. The applicable trade term for product deliveries under these Sales Terms shall be Free Carrier (FCA) the delivery destination set forth in the applicable Order Confirmation, subject in each case to you reimbursing GoToTags for handling and shipping, including freight, in accordance with the payment terms and conditions set forth above. GoToTags may, at its option, and on your behalf, obtain transport insurance on any reasonable terms at your risk and expense. Unless otherwise explicitly agreed with you, partial deliveries shall be permitted. Ex Works trade terms may be offered by customer request. Risk of damage to or loss of the products shall pass to you in accordance with the relevant trade term specified above.
GoToTags shall use reasonable efforts to deliver the products you have ordered to you on or before the estimated delivery date, if any, indicated in the applicable Order Confirmation, subject in each case to payment for the products. In particular, we are not responsible for any delays resulting from delays at customs in connection with international shipments. Further, you acknowledge that Custom Products may be personalized for you, in which case your order may be delayed for any of a number of reasons (e.g., the raw materials used to personalize your Custom Products may be unavailable or out of stock). Therefore, the estimated delivery date stated in the Order Confirmation is, in all instances, an estimate only and shall be non-binding. We assume no liability whatsoever for the delivery of products on the estimated delivery date. In case your order has to be re-scheduled, we will contact you by email in order to notify you of your new delivery date for the products.
In case the products cannot be handed over to you at their destination for any reason caused by your failure to accept delivery or any other omission or non-performance by you, then, without prejudice to any other rights or remedies available to GoToTags, we are entitled to arrange for the storage of the products at your risk and cost.
Requests for Special Delivery Formats
It is your responsibility to take note of the delivery format of the product, or products, that you purchase from GoToTags. If a specific delivery format is required, you must inform GoToTags of your requirement in writing prior to placing your order and/or approving the print proof, if applicable. For example, special delivery format requests might include products supplied on rolls, individually cut, and/or delivered in a particular sequence. IF THE PRODUCT, OR PRODUCTS, YOU ARE PURCHASING ARE NOT SUPPLIED ON A ROLL, GOTOTAGS DOES NOT GUARANTEE THAT THE GOODS WILL BE KEPT IN ANY PARTICULAR SEQUENCE OR NUMERICAL ORDER, REGARDLESS OF THE SEQUENCE OF ANY PRINTED OR ENCODED DATA PROVIDED BY YOU TO GOTOTAGS, IN AN EXCEL FILE OR OTHERWISE. If you have requested that the product, or products, you have ordered are delivered in particular sequence and GoToTags has acknowledged your special delivery format request in writing, GoToTags will take all steps commercially reasonable to keep the product, or products, in the requested sequence but will not be held liable if any quantity of the product, or products, is delivered out of sequence.
GoToTags strongly advises against requiring that your goods be kept in a particular sequence. This requirement can increase lead time and cost and creates an opportunity for errors to occur, because there are many opportunities for the sequence to be interrupted in the production process, quality check process, and/or during transit.
Inspections and Product Returns
Upon receipt of the products you shall, without undue delay, diligently examine and inspect the received products as to their quality and quantity. Unless you notify GoToTags by email at email@example.com to the contrary within a period of seven days from the receipt thereof and provide GoToTags with a reasonably detailed statement of the claimed defect or non-conformity, including proof of date of purchase, the products shall be deemed to have been duly received in the agreed quantity and without apparent damage. For valid rejections of products as set forth hereinabove or warranty claims, GoToTags will bear the cost of shipping for returned and/or replacement products. If it cannot be determined whether or not the claimed defect is a valid claim over phone or email correspondence, you will bear the cost for return shipment. If the product is received and deemed to be defective, GoToTags will reimburse you for the cost of return shipment. As a condition to receiving reimbursement for the cost of return shipment, you must present to us a receipt for the amount that you paid to return the products.
Non-defective products may be returned only with GoToTags prior written authorization. If you send non-defective products back to us without prior authorization, we reserve the right to refuse to accept the shipment and have the goods sent back to the sender. Written authorization for a return of non-defective products will be provided if the return request is made within 30 days from the date that you received the products and the products are new and unused. To be considered new and unused, products cannot have been modified physically in any way and, if relevant, can never have been encoded, even if the encoded data has been erased. In the event that a written authorization for a return of non-defective product is provided, you will bear the cost of shipping any returned product. In addition, we may, at our discretion, charge 15% of the net purchase price of the product as a return/restocking fee.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE SALES TERMS, CUSTOM PRODUCTS THAT THAT WERE PERSONALIZED TO YOUR SPECIFICATIONS AND OTHERWISE CONFORM TO THE SPECIFICATIONS AND/OR DESCRIPTIONS MADE AVAILABLE AND LISTED OR SET OUT ON THE SITE, MAY NOT BE RETURNED FOR ANY REASON WHATSOEVER.
GoToTags represents and warrants that, except as otherwise set forth in these Sales Terms, the products that we manufacture and deliver will at the time of delivery and for a period of one year thereafter (“Warranty Period”) conform to the specifications and/or descriptions made available and listed or set out on the Site and comply with the requirements of the products and be free from defects in material and workmanship (“Warranty“).
All NFC tags have a standard one percent defective rate in which it is expected that approximately one percent of all tags will be defective, meaning that they cannot be encoded to or read by an NFC device. GoToTags is not responsible for replacing defective NFC tags that are within the one percent ratio of the order total. If defective tags are discovered during the production or encoding process prior to shipment, GoToTags may remove the defective tags from the order and ship an order less the defective tags. If the amount of the shortage exceeds one percent, GoToTags will offer a refund and/or deliver the shortage at a later date.
Notwithstanding above, GoToTags shall not be liable for defects in, deficiencies of, or other characteristics of the products that arise out of or are a consequence of the Materials submitted by you or designs stipulated or specified by or on behalf of you. Although GoToTags may provide technical or applications advice, quality characterization, reliability data, or other services on the Site, you acknowledge and agree that providing these services does not expand GoToTags Warranty or otherwise alter GoToTags liability and no additional obligations or liabilities will arise from GoToTags providing such services.
Our obligations under the Warranty set forth above shall not apply to defects, deficiencies, or non-functioning of any product that is caused by, or attributable to, improper transportation, storage, handling, installation, application, assembly, usage, maintenance, or integration into any other product or material, or which has been subjected to any other misuse, abnormal physical conditions or electrical stress, abuse, negligence, mishandling, modification, or alteration.
Notwithstanding anything to the contrary in these Sales Terms, our obligations under the Warranty set forth above shall not apply to any product for which we are a reseller and not the manufacturer. Manufacturers’ warranties vary. For more information on the warranty, if any, offered by the original manufacturer of a product offered for sale by us on a retail basis, contact firstname.lastname@example.org or the original manufacturer of the product.
Any claim for defect or non-conformity under the Warranty shall be made by you as soon as such defect or non-conformity is discovered, but at the latest within the Warranty Period indicated above, and if the products fail to meet the Warranty and you return such products, we will deliver replacement products fully complying with the Warranty within a reasonable period of time, unless you elect to retain such products, in which case you will be entitled to a reduction in price as separately agreed between you and us. If you believe that you are entitled to replacement products pursuant to our Warranty set forth above, please contact us at email@example.com.
EXCEPT AS PROVIDED ABOVE, NO OTHER WARRANTY, WHETHER EXPRESS, ARISING BY OPERATION OF LAW, TRADE USAGE OR OTHERWISE IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, INTEGRATION OR NON-INFRINGEMENT, WITH RESPECT TO THE PRODUCTS SHALL NEITHER EXIST NOR BE GIVEN HEREUNDER BY GOTOTAGS. ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY WAIVED AND DISCLAIMED BY GOTOTAGS AND WAIVED BY YOU. THERE ARE NO WARRANTIESTHAT EXTEND BEYOND THOSE EXPRESSLY GIVEN IN THESE SALES TERMS.
GoToTags shall not be liable for any delay in delivery or failure to perform to the extent that such delay or failure to perform is due, whether directly or indirectly, to causes beyond our reasonable control, including but not limited to acts of God, war (declared or undeclared), flood, fire, sabotage, storms, epidemics, labor disputes, strikes, lock-outs, riots, revolutions, acts of terror, civil commotion, malicious damage, explosion, governmental actions and non-actions, governmental priorities, port congestion, production or equipment damage, power supply or network outage, disturbance in data communications or inability due to causes beyond our reasonable control to obtain either necessary and proper labor, raw materials, components, facilities, energy, fuel, transportation or governmental authorizations, or instructions, material or information required from you or parties acting on behalf of you, or any other similar events or delays or failures to perform, including also delays or failures to perform by sub-contractors due to causes referred to in this paragraph.
In the event of any delay or failure excused by reason of force majeure, GoToTags shall as soon as practicable notify you and at the same time or at the earliest possible date thereafter specify the revised delivery date for any products ordered. The time of delivery shall always be extended by a period equal to the time lost by GoToTags by reason of force majeure.
Reviews, Feedback, Ratings, and Product Images
You acknowledge and agree that any review, feedback, or rating that you leave on the Site in connection with an order may be published and displayed for as long as GoToTags considers it appropriate and that the content may be syndicated and otherwise transferred to other websites and publications.
You hereby agree to indemnify and hold GoToTags harmless against any claim or action brought by third parties, arising out of or in connection with any reviews, feedback, or ratings posted by you on the Site, including the violation of such third parties’ privacy or intellectual property rights.
You hereby grant GoToTags a non-exclusive, royalty-free worldwide license to use or edit any reviews, feedbacks, or ratings posted by you on the Site. GoToTags reserves the right to publish, display, use, edit or remove any reviews, feedbacks, or ratings without further notice.
You further acknowledge and agree that images of finished products that you order from us, including images of Custom Products, may be displayed by us on the Site for marketing and promotional purposes at any time after you distribute the finished products to consumers or otherwise make the existence of the finished products known to the general public. If you do not want images of finished products that you order from us to be displayed as samples on the Site, you will notify us in writing at the time that you place the applicable order.
Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE SALES TERMS OR IN THE ORDER CONFIRMATION OF PRODUCTS ORDERED PURSUANT TO THESE SALES TERMS (A) IN NO EVENT SHALL GOTOTAGS BE LIABLE WHETHER IN CONTRACT, TORT, OR OTHERWISE FOR ANY ECONOMIC LOSS (INCLUDING WITHOUT LIMITATION LOSS OF INCOME, LOSS OF PROFITS OR REVENUES, LOSS OF CONTRACTS, BUSINESS, OR ANTICIPATED SAVINGS), LOSS OF DATA, LOSS OF GOODWILL OR REPUTATION, DAMAGE CAUSED BY THE PRODUCTS, OR CLAIMS OF YOUR CUSTOMERS, OR FOR ANY OTHER SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGE OF ANY KIND HOWSOEVER ARISING, (B) THE TOTAL LIABILITY OF GOTOTAGS TO YOU FOR ANY AND ALL CLAIMS OF ANY KIND WHATSOEVER SHALL NOT IN ANY CASE EXCEED THE PURCHASE PRICE ALLOCABLE TO THE PRODUCTS THAT YOU PURCHASED PURSUANT TO THESE SALES TERMS THAT GIVE RISE TO THE CLAIM, AND (C) ANY LIABILITY ON THE PART OF GOTOTAGS IN CONNECTION WITH PRODUCTS ORDERED PURSUANT TO THESE SALES TERMS SHALL TERMINATE UPON THE EXPIRATION OF THE APPLICABLE WARRANTY PERIOD.
The provisions of the preceding Limitation of Liability shall apply to the full extent permitted by law and regardless of fault. However, nothing in these Sales Terms shall operate or be construed to operate so as to exclude or restrict GoToTags’ liability for death or personal injury or for damage caused by willful misconduct or gross negligence.
Intellectual Property Right Infringements
Subject to the limitations and exclusions contained elsewhere in these Sales Terms and as set forth below, GoToTags shall indemnify and hold you harmless from and against losses, liabilities, and damage incurred by you arising out of claims made by a third party that the products ordered by you pursuant to these Sales Terms infringes any patent or other intellectual property rights belonging to such third party.
Our indemnification obligation set forth above shall only apply provided that (a) you immediately inform notify us of any claim made or proceedings commenced for such infringement, (b) you immediately cease any use of the products claimed to be infringing, (c) we have the right, at our sole option, to assume exclusive control over any claim, including the right to settle such claim at our sole discretion, and (d) you fully co-operate with us, without remuneration, in the defense of or negotiations relating to such claim.
Notwithstanding anything to the contrary contained herein, our indemnification obligations shall not apply in the case of a claim of infringement that (a) is based on or arises from any modification or alteration of, or addition to the product, or the incorporation thereof into some other product, (b) is based on your Personalization or Material included in the product, or (c) is made after a period of three years from the date of delivery of the product.
Furthermore, you agree to comply with all applicable laws and regulations concerning the export, re-export, transfer, and resale of products. You agree not to export any products to any country in contravention of any of the applicable laws or regulations or without all necessary licenses and approvals. You represent and warrant that you are not located in, a national or resident of, or under the control of any country to which export of the products is prohibited by any applicable laws or regulations and that you are not on the US Office of Foreign Assets Control’s list of Specially Designated Nationals and other persons (which term includes both individuals and entities).
These Sales Terms are valid as of the Last Revised date set forth above. GoToTags may change or amend these Sales Terms from time to time at its own discretion. The changed or amended Sales Terms shall become effective with immediate effect and apply to orders of products placed on or after such effective date. Please note that you are responsible for reading the Sales Terms in force at the time you place each order.
These Sales Terms together with each applicable Order Confirmation shall supersede any and all other conditions, understandings, commitments, agreements, or representations relating to your order or purchase, whether oral or in writing, and shall constitute the entire agreement between GoToTags and you concerning the subject matter hereof. For the avoidance of doubt, these Sales Terms shall take precedence over and supersede and replace any additional or different terms and conditions on any purchase order or other document submitted by you, which are hereby rejected and shall be void. Any acceptance by us of any offer by you to purchase products is expressly conditioned on your assent to and acceptance of these Sales Terms to the exclusion of any terms on any purchase order or other document submitted by you. No course of prior dealings or usage of trade shall be relevant to supplement or explain any terms or conditions recited in these Sales Terms.
We shall be entitled to use subcontractors in our performance hereunder or in connection with the manufacturing of the products. We shall remain liable for the performance of our subcontractors.
If any provision of these Sales Terms shall be held by any competent authority to be invalid, illegal, or unenforceable, in whole or in part, that provision or part of provision shall be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining parts of these Sales Terms and the remainder of the affected provision shall be totally unaffected.
These Sales Terms as well as all orders for products made hereunder, including each applicable Order Confirmation, shall be construed in accordance with the laws of the State of Washington, without regard to any conflict of law provisions. Any dispute arising under this Agreement shall be resolved exclusively by the state or federal courts located in King County, Washington.
In the event of any controversy, claim, action or dispute arising out of, or related to, any transaction conducted on the Site, or the breach, enforcement, interpretation, or validity of these Sales Terms or any part thereof (a “Dispute”), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by first class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent to:
Wireless Sensor Technologies, Inc. at 3302 Fuhrman Ave E, Suite 301, Seattle, WA 98102, Attn: Legal Department, or
You at your last-used billing address or the billing and/or shipping address in your online profile.
Both you and GoToTags agree that this dispute resolution procedure is a condition precedent that must be satisfied prior to initiating any litigation or filing any claim against the other party.
Notwithstanding the aforesaid, any dispute regarding payments due to GoToTags or any action required for the protection or enforcement of our intellectual property rights, confidential information, or trade secrets may be brought before any court of competent jurisdiction by us.
If you have any questions relating to the purchase of products from GoToTags at the Site, you can contact our customer service at firstname.lastname@example.org.