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STANDARD Terms and conditions of sale

These Standard Terms and Conditions for Dollar2Million, LLC (“Terms and Conditions“), constitute a legal agreement between Dollar2Million, LLC, a Florida limited liability company (“Seller“) and you, acting in your individual capacity, or your employer, company, or such other legal entity on whose behalf you are acting, (“Buyer” and together with Seller, the “Parties“, and each a “Party“), made effective as of the date (the “Effective Date”) indicated on that certain order confirmation related to the goods Buyer is acquiring from Seller (“Order Confirmation”), which Order Confirmation is hereby incorporated by reference herein and made a part of these Terms and Conditions.

By accepting these Terms and Conditions:

• you agree to be bound by these Terms and Conditions, including, the Order Confirmation and any schedules or exhibits annexed to such Order Confirmation, which shall each form a part of these Terms and Conditions;
• if you are agreeing to be bound by these Terms and Conditions as an individual, you represent and warrant that you are of the legal age of majority and have the right and authority to agree to these Terms and Conditions;
• if you are agreeing to be bound by these Terms and Conditions on behalf of your employer, company, or such other legal entity on whose behalf you are acting, (a) you represent and warrant that you have all requisite legal authority to bind such employer, company or other entity to these Terms and Conditions; and (b) “Buyer” as used herein shall refer to such employer, company or other entity; and
• you represent and warrant that you are not barred or otherwise legally prohibited from contracting with the Seller pursuant to the terms hereof for purposes of obtaining the Goods (as defined below).

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Description and Quantity of Goods. Seller shall transfer and make available to Buyer, and Buyer shall accept and pay for, the goods in such quantity as specified and as described in the Order Confirmation (the “Goods”).
2. Delivery; Risk of Loss. Seller shall deliver the Goods to Buyer within the period of time indicated in the corresponding Order Confirmation at the address and in the manner indicated in the Order Confirmation. Seller shall not be held liable to Buyer or any other party for any delay in the delivery of any Goods. The Goods will be suitably packaged for shipment in the Seller’s standard containers, and Buyer shall not be responsible for any damage or loss caused during shipment. Title and risk of loss will pass upon the delivery of the Goods to the location indicated on the Order Confirmation (the “Delivery Point”). If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller’s notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). Buyer shall be responsible for all shipping costs, taxes and fees indicated in the Order Confirmation.
3. Price; Payment. Buyer shall pay the Seller the price for the Goods set out in the Order Confirmation no later than the date indicated on the Order Confirmation. Payment for the Goods shall be made in the manner indicated on Seller’s website, unless otherwise agreed in writing by the Parties. The price for the Goods covered by this Agreement excludes all transportation costs, freight, insurance and special handling and packaging, or any required federal, state or local sales or other taxes (except for taxes based on Seller’s net income), duties, export or custom charges, VAT charges, brokerage or other fees, for which Buyer shall be fully responsible. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise.
4. Inspection and Rejection of Nonconforming Goods. All sales are final; provided, however, that Buyer shall have thirty days from the date of delivery thereof to inspect the Goods (“Inspection Period“). Buyer will be deemed to have accepted the Goods unless it notifies Seller by email at the email address info@dollar2million.net of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Seller. “Nonconforming Goods” means only the following: (i) product delivered is different than identified in the Order Confirmation; or (ii) the product is materially defective, in which case Buyer shall provide Seller with a description of such defect or defects and shall provide sufficient visual evidence to permit Seller to confirm the existence and nature of such defect or defects. If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s facility indicated on the Order Confirmation. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Point.  Buyer acknowledges and agrees that the remedies set forth in this Section 4 are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided herein, all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller. In the event that the Goods returned by Buyer are deemed by Seller, after reasonable inspection, to not be defective, then Seller may assess a restocking fee equal to 20% of the purchase price of the corresponding Goods.
5. Disclaimer of Express and Implied Warranties. Seller disclaims any warranty on the Goods, express, implied or otherwise, to the fullest extent of applicable laws. If any model or sample was shown to the Buyer, that model or sample was used merely to illustrate the general type and quality of the Goods and not to represent that the Goods, or each item, article forming part of the Goods, would necessarily conform to the model or sample. Any information provided by the Seller to the Buyer regarding the condition of the Goods is provided without any guarantees, conditions or warranties as to its accuracy.

THE GOODS SOLD UNDER THESE TERMS AND CONDITIONS AND THE CORRESPONDING ORDER CONFIRMATION ARE PURCHASED BY THE BUYER “AS IS” AND “WITH ALL FAULTS” AND SELLER DOES NOT PROVIDE ANY WARRANTY FOR THE GOODS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES THAT THE GOODS ARE OF MERCHANTABLE QUALITY OR THAT THE GOODS CAN BE USED FOR ANY PARTICULAR PURPOSE.

6. Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE TO THE BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. THE LIABILITY OF SELLER, AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, SHALL NOT BE GREATER THAN THE ACTUAL PURCHASE PRICE OF THOSE GOODS WITH RESPECT TO WHICH SUCH CLAIM IS MADE.
7. All Sales Final. SUBJECT TO ANY CONTRARY TERMS EXPRESSLY INDICATED IN THE ORDER CONFIRMATION THE SALE OF THE GOODS ARE FINAL SALE AND NOT ELIGIBLE FOR REFUND, RETURN or EXCHANGE.
8. Compliance with Law. Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.
9. Non-US or Export Sales. If the purchase and sale that is the subject matter of the Agreement involves an export of the Goods, such purchase and sale is subject to the Export Administration Regulations. Diversion of the Goods contrary to applicable U.S. law is explicitly prohibited. The Buyer expressly represents and warrants that it is eligible to receive the Goods under U.S. law and agrees that it shall not export, re-export, or provide such items to any country, entity or person in contravention of regulations currently imposed by the U.S. Government without obtaining prior authorization from the U.S. Government. In addition, there are other countries, individuals or entities for which export is restricted, prohibited or for which an export license may otherwise be required. It is solely the responsibility of the Buyer to ensure it is in compliance with all U.S. export regulations.
10. Severability. Any provision of these Terms and Conditions which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or such unenforceability and shall not invalidate the enforceable portions of such provision or the remaining provisions of these Terms and Conditions or affect the validity or enforceability of any such provision in any other jurisdiction.
11. Amendments. These Terms and Conditions contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements, discussions and undertakings between the Parties (whether written or oral) with respect to the subject matter hereof. These Terms and Conditions may only be amended by written instrument signed by both Parties.
12. Waiver. No waiver by any Party of any of the provisions of these Terms and Conditions shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms and Conditions, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms and Conditions shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
13. Assignment. Buyer shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under these Terms and Conditions without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section 17 shall be null and void. No assignment or delegation shall relieve the Buyer of any of its obligations under these Terms and Conditions unless otherwise agreed in writing by the Parties. Seller may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Seller’s assets without Buyer’s consent.
14. Successors and Assigns. These Terms and Conditions are binding on and inure to the benefit of the Parties to these Terms and Conditions and their respective permitted successors and permitted assigns.
15. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
16. No Third-Party Beneficiaries. These Terms and Conditions benefit solely the Parties hereto and their respective permitted successors and assigns and nothing in these Terms and Conditions, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms and Conditions.
17. Choice of Law. These Terms and Conditions, the Order Confirmation issued in connection herewith and all other related documents, including all exhibits or schedules related to either, and all matters arising out of or relating to these Terms and Conditions, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Florida, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Florida.
18. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to these Terms and Conditions or Order Confirmation, including any exhibits, schedules, attachments, and appendices attached thereto, and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the US District Court for the Southern District of Florida or, if such court does not have subject matter jurisdiction, the courts of the State of Florida sitting in Miami-Dade County, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the US District Court for the Southern District of Florida or, if such court does not have subject matter jurisdiction, the courts of the State of Florida sitting in Miami-Dade County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
19. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR INTERPRET THESE TERMS AND CONDITIONS OR THE ORDER CONFIRMATION, OR ANY EXHIBITS OR SCHEDULES ATTACHED THERETO, AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO.
20. Electronic Contracting. BUYER ACKNOWLEDGES THAT BUYER’S ELECTRONIC ACCEPTANCE OF THESE TERMS AND CONDITIONS, INCLUDING THE ORDER CONFIRMATION ATTACHED HERETO, CONSTITUTE BUYER’S AGREEMENT AND INTENT TO BE BOUND BY THESE TERMS AND CONDITIONS AND TO PAY THE AMOUNTS SET FORTH IN THE ORDER CONFIRMATION AS CONSIDERTION FOR THE PURCHASE OF THE GOODS.
21. Force Majeure. The Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached these Terms and Conditions, for any failure or delay in fulfilling or performing any term of these Terms and Conditions, including delivery of the Goods pursuant to the Order Confirmation, when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller (any such act or circumstance, a “Force Majeure Event”), including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, government action prohibiting or delaying the sale of the Goods, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or telecommunication breakdown or power outage.
22. Entire Agreement; Modification; Waiver. These Terms and Conditions constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic or otherwise. No change or modification to these Terms and Conditions shall be valid unless in writing and signed by an authorized representative of the Parties. No waiver of any term or right in of these Terms and Conditions shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of these Terms and Conditions shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of these Terms and Conditions thereafter. Notwithstanding the foregoing, to the extent of a direct conflict between these Terms and Conditions and the terms specified in the Order Confirmation, the terms of the Order Confirmation shall take precedence.