Terms and Conditions
Last updated: April, 2020
Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the www.becauseneatnessmatters.com website (the "Service") operated by Because Neatness Matters LLC ("us", "we", or "our").
Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.
Purchases
If you wish to purchase any product or service made available through the Service ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
The service may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.
We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.
Availability, Errors and Inaccuracies
We are constantly updating product and service offerings on the Service. We may experience delays in updating information on the Service and in our advertising on other web sites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service.
We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
Contests, Sweepstakes and Promotions
Any contests, sweepstakes or other promotions (collectively, "Promotions") made available through the Service may be governed by rules that are separate from these Terms Conditions. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms and Conditions, the Promotion rules will apply.
Subscriptions
Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set on an annual basis.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Because Neatness Matters LLC cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting Because Neatness Matters LLC customer support team.
A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide Because Neatness Matters LLC with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Because Neatness Matters LLC to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, Because Neatness Matters LLC will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
Fee Changes
Because Neatness Matters LLC, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
Because Neatness Matters LLC will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Refunds
Except when required by law, paid Subscription fees are non-refundable.
Accounts
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.
Intellectual Property
The Service and its original content, features and functionality are and will remain the exclusive property of Because Neatness Matters LLC and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Because Neatness Matters LLC.
Links To Other Web Sites
Our Service may contain links to third party web sites or services that are not owned or controlled by Because Neatness Matters LLC
Because Neatness Matters LLC has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
You acknowledge and agree that Because Neatness Matters LLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
Termination
We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.
If you wish to terminate your account, you may simply discontinue using the Service.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Indemnification
You agree to defend, indemnify and hold harmless Because Neatness Matters LLC and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password, or b) a breach of these Terms.
Limitation Of Liability
In no event shall Because Neatness Matters LLC, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Disclaimer
Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Because Neatness Matters LLC its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
Exclusions
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
Governing Law
These Terms shall be governed and construed in accordance with the laws of Michigan, United States, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.
Changes
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
Contact Us
If you have any questions about these Terms, please contact us.
Terms of Sale
These terms and conditions of sale govern all sales of goods or services (collectively, “Goods”) from Because Neatness Matters LLC (“Seller”) to buyer (“Customer”).
Governing/Controlling Terms
The terms contained in this agreement will govern this transaction and, except as provided in this agreement, will supersede any purchase order submitted to Seller by Customer. All other terms contained in any prior communication between Customer and Seller, oral or written, including, without limitation, Customer’s purchase order, other than the identity of and quantity of the item(s) being purchased, are void and are rejected and will not be binding upon Seller. Customer will have assented to all terms contained in this agreement if all or any portion of the Goods described in this agreement are shipped or an invoice is presented in connection with said Goods.
Prices
Except for written quotations that specifically allow price protection for a certain period, all prices are subject to change by Seller without notice prior to placing of any order.
Payment Terms
All accounts are due based upon the terms stated on the invoice of Seller and the remittance address reflected on those invoices. As collateral security for the payment of the purchase price of the Goods, Customer grants to Seller a security interest in the right, title and interest of Customer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired occasionally, and in all accessions thereto and replacements or modifications thereof. The security interest granted under this provision constitutes a purchase money security interest under the Uniform Commercial Code. Customer agrees to assist Seller in taking any action Seller deems necessary or appropriate to perfect and protect Seller’s security interest, including filing any financing statements, continuation statements and other documents under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction regarding the security interest created hereby.
Late Payment
If Customer makes no payment to Seller when due, Customer’s account with Seller will become immediately due without notice or demand. Customer agrees that it will be charged one percent (1%) per month as a service charge plus up to the maximum interest permitted by law on any unpaid balance not paid by the date due, and Customer agrees to promptly pay said service charge and interest. Any portion of a month will be deemed a full month to calculate any service charge and interest. Waiver of any service charge or interest for any month by Seller will not be deemed a waiver of any future service charges or interest.
Taxes
Customer will pay, besides the prices quoted, all taxes, including, without limitation, sales, use and excise, imposed by any present or future law on the sale or use of the Goods covered thereby, unless Customer provides Seller with an exemption certificate acceptable to the applicable taxing authorities. Any taxes which Seller may have to pay or collect under any existing or future law regarding the sale, purchase, delivery, storage, processing, use, or consumption of the Goods sold will be for the account of Customer, who will promptly pay the amount thereof to Seller upon demand.
Claims
No claim for damages, defects, shortages, or otherwise will be valid unless received in writing by Seller within ten (10) days of delivery of Goods to Customer. Following such ten (10) day period, Customer will be deemed to have irrevocably accepted the Goods if not accepted by Customer prior thereto. If the Goods are damaged or defective and the manufacturer acknowledges responsibility under its warranty or otherwise, Seller may, but will not be required to (i) replace the damaged or defective Goods from inventory, if available, or (ii) allow Customer a credit for the purchase price of the Goods. Under no circumstances will Seller be liable for personal injury, death or property damage, or any other loss, damage, labor, cost of replacement or repair, or special, exemplary, consequential, incidental, indirect, punitive or liquidated damages, losses, or expenses (whether or not based upon negligence), including lost profits, lost income, lost revenues, business interruption or lost business, even if Seller has been advised of the possibility of such damages. Seller’s responsibility to Customer will not exceed the purchase price of the Goods purchased.
Special Orders
Orders for Goods that Seller rarely stocks may not be cancelled or returned (unless the manufacturer approves the return) for any reason after Seller has placed the order with the manufacturer. Special packing or handling requests by Customer will be at Customer’s expense.
Returned Goods
No Goods will be returned without Seller’s prior written permission and Customer’s proof of purchase. Returned Goods must be unused and in their original packaging. All returns are subject to freight, handling, and restocking charges. Special order and/or non/stock item returns are subject to manufacturers’ approval and credit for such returns is contingent upon that approval. Customer’s sole and exclusive remedy for Goods alleged to be defective will be limited to the manufacturer’s inspection and warranty, if any.
Credits; Set-off
Customer agrees that Seller will apply any credits issued to Customer against Customer’s outstanding invoices. If Customer has no outstanding invoices, Seller will issue a refund upon Customer’s written request. Customer may not set off any amounts or credits due Customer against any amount due Seller in this transaction.
Delivery; Back Orders
Seller will not be liable or responsible for any loss or damage due to any delays in delivery, or failure to deliver the Goods due to any circumstances beyond Seller’s control, including, but not limited to fire, flood, earthquake or other casualty, accidents, transportation delays, labor disputes, civil disorders, governmental orders or actions, acts of war or terrorism, or inability to secure Goods from Seller’s usual sources of supply. Seller will not be liable for any special, exemplary, consequential, incidental, indirect, punitive or liquidated damages, losses, or expenses (whether or not based upon negligence), including lost profits, lost income, lost revenues, business interruption or lost business, even if Seller has been advised of the possibility of such damages. Seller’s liability to Customer and/or any third party will not exceed the price paid by Customer or such party for the specific Goods or portion of the Goods causing the claim or cause of action. Back orders will be shipped as received unless Customer and Seller agree to different terms.
Risk of Loss
Unless otherwise agreed by the parties in writing, all Goods are shipped FCA point of shipment. Risk of loss will transfer to Customer upon tender of Goods to Customer or a common carrier. On shipments made directly to Customer from the manufacturer, the sale is complete and Seller’s responsibility to Customer ends upon delivery to the common carrier. Claims for Goods damaged or lost in transit must be made by Customer directly to the carrier and Seller will have no liability for such claims. Customer will assume all risk and liability for all loss, damage or injury to any person or property resulting from the installation and/or use of the Goods.
Warranty Disclaimer
Seller warrants it has title to the Goods sold. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH, ALL GOODS AND/OR SERVICES PROVIDED BY SELLER AND ITS EMPLOYEES AND AGENTS ARE PROVIDED “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.” SELLER MAKES NO, AND HEREBY DISCLAIMS, WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, SUITABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE WITH RESPECT TO THE GOODS REFERRED TO HEREIN. CUSTOMER’S SOLE AND EXCLUSIVE WARRANTY, IF ANY, IS THAT PROVIDED BY ANY APPLICABLE THIRD PARTY MANUFACTURER, THE TERMS OF WHICH WILL BE FURNISHED UPON REQUEST.
Indemnification
Customer will defend, indemnify and hold harmless Seller and its owners, officers, directors, employees, agents and advisors against any claim, loss, damage, suit, cause of action, liability, judgment or expense (including, without limitation, attorneys’ fees and costs), resulting from relating to any injury, disease or death of persons or damage to or loss of any property, or violation of any laws or regulations resulting from or in connection with the sale, transport, or use of the Goods, whether based upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law. This paragraph will survive the termination of this transaction indefinitely.
Choice of Law
This agreement will be governed and controlled by the laws of the State of Michigan, including interpretation, enforceability, validity, and construction, without regard to any conflict of law provisions.
Venue
The parties submit to the exclusive jurisdiction and venue of the state or federal courts having jurisdiction over Wayne County, Michigan of any claims or actions arising, directly or indirectly, out of or related to this Agreement. The parties stipulate that the venues referenced in this Agreement are convenient.
Dispute Resolution/Venue
Any dispute arising out of this transaction will be resolved by litigation or binding arbitration (“Dispute Resolution”) at Seller’s sole option. Such Dispute Resolution will be conducted at a location selected by Seller and if binding arbitration occurs, by an arbitration service selected by Seller. A single arbitrator will preside over the arbitration, and the decision of the arbitrator will be final and binding upon the parties. If the parties cannot agree upon a single arbitrator, the procedure of the arbitration service selected by Seller will select an arbitrator. All actions arising out of or related to this transaction or the Goods sold, regardless of form or theory of liability, must be brought against Seller within the applicable statutory period, but in no event more than one (1) year after invoice.
Costs of Collection
If Seller retains or employs attorneys or other agencies to secure payment of any sums due from Customer, or otherwise enforce this document, Customer agrees to pay attorney and collection fees, costs, and any other related expenses besides all sums due.
Authority; Personal Liability
The person(s) executing this document on behalf of Customer represents he/she has authority to execute this document on behalf of Customer and acknowledges if no such authority exists that he/she by executing this document becomes personally liable under its terms.
Modification
The terms contained herein may not be amended, modified, supplemented, superseded, or otherwise altered except by a writing signed by an authorized representative of both Customer and Seller.
Non-waiver
Seller’s failure to insist upon strictly performing any term or condition herein will not be deemed a waiver of any of Seller’s rights or remedies, nor of its right to insist upon strictly performing the same or any other term herein. No waiver of any term or condition will be valid unless in writing and signed by an authorized representative of Seller.
Severability
If any term or provision is held to be illegal, invalid or unenforceable under any present or future laws, regulations, or ordinances of any federal, state, or other government to which this transaction is subject, such term or provision will be severable and the remaining terms and provisions herein will remain in full force and effect and will not be affected by such illegal, invalid or unenforceable term or provision
Force Majeure
Seller will be excused for the period of any delay in the performance of any obligations when prevented from so doing by causes beyond its control, including without limitation, acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster or casualty), civil commotion, government sanction, blockage, embargo, labor disputes, strike, lockout, inability to obtain any material or services, war (declared or undeclared) or acts of terrorism.
Entire Agreement
This document constitutes the entire, complete, and exclusive agreement between Customer and Seller regarding the subject matter hereof and contains all the agreements and conditions of sale. No course of dealing or usage of the trade will apply unless incorporated herein.
Last updated: April, 2020
Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the www.becauseneatnessmatters.com website (the "Service") operated by Because Neatness Matters LLC ("us", "we", or "our").
Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.
Purchases
If you wish to purchase any product or service made available through the Service ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
The service may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.
We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.
Availability, Errors and Inaccuracies
We are constantly updating product and service offerings on the Service. We may experience delays in updating information on the Service and in our advertising on other web sites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service.
We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
Contests, Sweepstakes and Promotions
Any contests, sweepstakes or other promotions (collectively, "Promotions") made available through the Service may be governed by rules that are separate from these Terms Conditions. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms and Conditions, the Promotion rules will apply.
Subscriptions
Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set on an annual basis.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Because Neatness Matters LLC cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting Because Neatness Matters LLC customer support team.
A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide Because Neatness Matters LLC with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Because Neatness Matters LLC to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, Because Neatness Matters LLC will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
Fee Changes
Because Neatness Matters LLC, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
Because Neatness Matters LLC will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Refunds
Except when required by law, paid Subscription fees are non-refundable.
Accounts
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.
Intellectual Property
The Service and its original content, features and functionality are and will remain the exclusive property of Because Neatness Matters LLC and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Because Neatness Matters LLC.
Links To Other Web Sites
Our Service may contain links to third party web sites or services that are not owned or controlled by Because Neatness Matters LLC
Because Neatness Matters LLC has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
You acknowledge and agree that Because Neatness Matters LLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
Termination
We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.
If you wish to terminate your account, you may simply discontinue using the Service.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Indemnification
You agree to defend, indemnify and hold harmless Because Neatness Matters LLC and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password, or b) a breach of these Terms.
Limitation Of Liability
In no event shall Because Neatness Matters LLC, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Disclaimer
Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Because Neatness Matters LLC its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
Exclusions
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
Governing Law
These Terms shall be governed and construed in accordance with the laws of Michigan, United States, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.
Changes
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
Contact Us
If you have any questions about these Terms, please contact us.
Terms of Sale
These terms and conditions of sale govern all sales of goods or services (collectively, “Goods”) from Because Neatness Matters LLC (“Seller”) to buyer (“Customer”).
Governing/Controlling Terms
The terms contained in this agreement will govern this transaction and, except as provided in this agreement, will supersede any purchase order submitted to Seller by Customer. All other terms contained in any prior communication between Customer and Seller, oral or written, including, without limitation, Customer’s purchase order, other than the identity of and quantity of the item(s) being purchased, are void and are rejected and will not be binding upon Seller. Customer will have assented to all terms contained in this agreement if all or any portion of the Goods described in this agreement are shipped or an invoice is presented in connection with said Goods.
Prices
Except for written quotations that specifically allow price protection for a certain period, all prices are subject to change by Seller without notice prior to placing of any order.
Payment Terms
All accounts are due based upon the terms stated on the invoice of Seller and the remittance address reflected on those invoices. As collateral security for the payment of the purchase price of the Goods, Customer grants to Seller a security interest in the right, title and interest of Customer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired occasionally, and in all accessions thereto and replacements or modifications thereof. The security interest granted under this provision constitutes a purchase money security interest under the Uniform Commercial Code. Customer agrees to assist Seller in taking any action Seller deems necessary or appropriate to perfect and protect Seller’s security interest, including filing any financing statements, continuation statements and other documents under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction regarding the security interest created hereby.
Late Payment
If Customer makes no payment to Seller when due, Customer’s account with Seller will become immediately due without notice or demand. Customer agrees that it will be charged one percent (1%) per month as a service charge plus up to the maximum interest permitted by law on any unpaid balance not paid by the date due, and Customer agrees to promptly pay said service charge and interest. Any portion of a month will be deemed a full month to calculate any service charge and interest. Waiver of any service charge or interest for any month by Seller will not be deemed a waiver of any future service charges or interest.
Taxes
Customer will pay, besides the prices quoted, all taxes, including, without limitation, sales, use and excise, imposed by any present or future law on the sale or use of the Goods covered thereby, unless Customer provides Seller with an exemption certificate acceptable to the applicable taxing authorities. Any taxes which Seller may have to pay or collect under any existing or future law regarding the sale, purchase, delivery, storage, processing, use, or consumption of the Goods sold will be for the account of Customer, who will promptly pay the amount thereof to Seller upon demand.
Claims
No claim for damages, defects, shortages, or otherwise will be valid unless received in writing by Seller within ten (10) days of delivery of Goods to Customer. Following such ten (10) day period, Customer will be deemed to have irrevocably accepted the Goods if not accepted by Customer prior thereto. If the Goods are damaged or defective and the manufacturer acknowledges responsibility under its warranty or otherwise, Seller may, but will not be required to (i) replace the damaged or defective Goods from inventory, if available, or (ii) allow Customer a credit for the purchase price of the Goods. Under no circumstances will Seller be liable for personal injury, death or property damage, or any other loss, damage, labor, cost of replacement or repair, or special, exemplary, consequential, incidental, indirect, punitive or liquidated damages, losses, or expenses (whether or not based upon negligence), including lost profits, lost income, lost revenues, business interruption or lost business, even if Seller has been advised of the possibility of such damages. Seller’s responsibility to Customer will not exceed the purchase price of the Goods purchased.
Special Orders
Orders for Goods that Seller rarely stocks may not be cancelled or returned (unless the manufacturer approves the return) for any reason after Seller has placed the order with the manufacturer. Special packing or handling requests by Customer will be at Customer’s expense.
Returned Goods
No Goods will be returned without Seller’s prior written permission and Customer’s proof of purchase. Returned Goods must be unused and in their original packaging. All returns are subject to freight, handling, and restocking charges. Special order and/or non/stock item returns are subject to manufacturers’ approval and credit for such returns is contingent upon that approval. Customer’s sole and exclusive remedy for Goods alleged to be defective will be limited to the manufacturer’s inspection and warranty, if any.
Credits; Set-off
Customer agrees that Seller will apply any credits issued to Customer against Customer’s outstanding invoices. If Customer has no outstanding invoices, Seller will issue a refund upon Customer’s written request. Customer may not set off any amounts or credits due Customer against any amount due Seller in this transaction.
Delivery; Back Orders
Seller will not be liable or responsible for any loss or damage due to any delays in delivery, or failure to deliver the Goods due to any circumstances beyond Seller’s control, including, but not limited to fire, flood, earthquake or other casualty, accidents, transportation delays, labor disputes, civil disorders, governmental orders or actions, acts of war or terrorism, or inability to secure Goods from Seller’s usual sources of supply. Seller will not be liable for any special, exemplary, consequential, incidental, indirect, punitive or liquidated damages, losses, or expenses (whether or not based upon negligence), including lost profits, lost income, lost revenues, business interruption or lost business, even if Seller has been advised of the possibility of such damages. Seller’s liability to Customer and/or any third party will not exceed the price paid by Customer or such party for the specific Goods or portion of the Goods causing the claim or cause of action. Back orders will be shipped as received unless Customer and Seller agree to different terms.
Risk of Loss
Unless otherwise agreed by the parties in writing, all Goods are shipped FCA point of shipment. Risk of loss will transfer to Customer upon tender of Goods to Customer or a common carrier. On shipments made directly to Customer from the manufacturer, the sale is complete and Seller’s responsibility to Customer ends upon delivery to the common carrier. Claims for Goods damaged or lost in transit must be made by Customer directly to the carrier and Seller will have no liability for such claims. Customer will assume all risk and liability for all loss, damage or injury to any person or property resulting from the installation and/or use of the Goods.
Warranty Disclaimer
Seller warrants it has title to the Goods sold. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH, ALL GOODS AND/OR SERVICES PROVIDED BY SELLER AND ITS EMPLOYEES AND AGENTS ARE PROVIDED “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.” SELLER MAKES NO, AND HEREBY DISCLAIMS, WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, SUITABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE WITH RESPECT TO THE GOODS REFERRED TO HEREIN. CUSTOMER’S SOLE AND EXCLUSIVE WARRANTY, IF ANY, IS THAT PROVIDED BY ANY APPLICABLE THIRD PARTY MANUFACTURER, THE TERMS OF WHICH WILL BE FURNISHED UPON REQUEST.
Indemnification
Customer will defend, indemnify and hold harmless Seller and its owners, officers, directors, employees, agents and advisors against any claim, loss, damage, suit, cause of action, liability, judgment or expense (including, without limitation, attorneys’ fees and costs), resulting from relating to any injury, disease or death of persons or damage to or loss of any property, or violation of any laws or regulations resulting from or in connection with the sale, transport, or use of the Goods, whether based upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law. This paragraph will survive the termination of this transaction indefinitely.
Choice of Law
This agreement will be governed and controlled by the laws of the State of Michigan, including interpretation, enforceability, validity, and construction, without regard to any conflict of law provisions.
Venue
The parties submit to the exclusive jurisdiction and venue of the state or federal courts having jurisdiction over Wayne County, Michigan of any claims or actions arising, directly or indirectly, out of or related to this Agreement. The parties stipulate that the venues referenced in this Agreement are convenient.
Dispute Resolution/Venue
Any dispute arising out of this transaction will be resolved by litigation or binding arbitration (“Dispute Resolution”) at Seller’s sole option. Such Dispute Resolution will be conducted at a location selected by Seller and if binding arbitration occurs, by an arbitration service selected by Seller. A single arbitrator will preside over the arbitration, and the decision of the arbitrator will be final and binding upon the parties. If the parties cannot agree upon a single arbitrator, the procedure of the arbitration service selected by Seller will select an arbitrator. All actions arising out of or related to this transaction or the Goods sold, regardless of form or theory of liability, must be brought against Seller within the applicable statutory period, but in no event more than one (1) year after invoice.
Costs of Collection
If Seller retains or employs attorneys or other agencies to secure payment of any sums due from Customer, or otherwise enforce this document, Customer agrees to pay attorney and collection fees, costs, and any other related expenses besides all sums due.
Authority; Personal Liability
The person(s) executing this document on behalf of Customer represents he/she has authority to execute this document on behalf of Customer and acknowledges if no such authority exists that he/she by executing this document becomes personally liable under its terms.
Modification
The terms contained herein may not be amended, modified, supplemented, superseded, or otherwise altered except by a writing signed by an authorized representative of both Customer and Seller.
Non-waiver
Seller’s failure to insist upon strictly performing any term or condition herein will not be deemed a waiver of any of Seller’s rights or remedies, nor of its right to insist upon strictly performing the same or any other term herein. No waiver of any term or condition will be valid unless in writing and signed by an authorized representative of Seller.
Severability
If any term or provision is held to be illegal, invalid or unenforceable under any present or future laws, regulations, or ordinances of any federal, state, or other government to which this transaction is subject, such term or provision will be severable and the remaining terms and provisions herein will remain in full force and effect and will not be affected by such illegal, invalid or unenforceable term or provision
Force Majeure
Seller will be excused for the period of any delay in the performance of any obligations when prevented from so doing by causes beyond its control, including without limitation, acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster or casualty), civil commotion, government sanction, blockage, embargo, labor disputes, strike, lockout, inability to obtain any material or services, war (declared or undeclared) or acts of terrorism.
Entire Agreement
This document constitutes the entire, complete, and exclusive agreement between Customer and Seller regarding the subject matter hereof and contains all the agreements and conditions of sale. No course of dealing or usage of the trade will apply unless incorporated herein.