Terms & Conditions
1: Offer and Acceptance. This Purchase Agreement (“Agreement”) shall be considered an offer which may only be accepted (1) in writing by an authorized officer of James & Joy Inc. DBA Voom by Joy Han, VaVa by Joy Han, and James & Joy., a California corporation at its principal executive offices, or (2) if in reliance on said order, James & Joy Inc. commits to or actually purchases raw materials, begins cutting, sewing, or otherwise begins manufacturing said ordered goods, or (3) by shipment or goods ordered. James & Joy Inc RESERVES THE RIGHT TO REJECT ANY OR ALL ORDERS PRIOR TO SHIPMENT WITHOUT NOTICE, FOR ANY CAUSE IN ITS SOLE DICRETION. Purchaser may not cancel the order, in whole or in part, if James & Joy Inc. has accepted the order as indicated above. By accepting delivery of Products from James & Joy Inc., Purchaser agrees to maintain the quality, reputation and artistic integrity and unique market position of the Products and agrees that James & Joy Inc. may cease selling to Purchaser at any time and/or if James & Joy Inc. determines in its sole discretion that Purchaser is not upholding the quality, reputation and artistic integrity and unique market position of the Products.
2: Delivery. Unless otherwise provided herein, any delivery date specified on the purchase order shall be the last date at which James & Joy Inc. is ready to ship the Product ordered by the Purchaser. This date shall be the date on or before which the goods will be shipped from James & Joy Inc's warehouse, not the date by which Purchaser will receive the goods. James & Joy Inc. is not responsible for any delays in delivery caused by the Purchaser (due to lack of communication, unability to make payment on the order at that time, request for a later delivery, etc).
3: Shipment, Packaging, Risk of Loss. All goods shall be packed for shipment and storage in accordance with James & Joy Inc's standard commercial practices and UPS Ground as our default shipping method. It is Purchaser’s obligation to notify James & Joy Inc. of any special packaging requirements at Purchaser’s sole expense. All shipping and handling charges are the full responsibility of the Purchaser. In the case a shipment is bounced back to James & Joy Inc., purchaser is fully responsible for the original freight charge for that shipment, the charge incurred to return the shipment back to James & Joy Inc. and the freight charge to re-ship the merchandise.
4: Prices. Purchaser hereby offers to purchase the products specified in the Agreement in the quantities and at the prices indicated on James & Joy Inc’s published price lists and as listed on signed purchase order.
5: Payment and Security Terms. Purchaser is responsible for full payment of Product prior to shipping - unless otherwise agreed upon between James & Joy Inc. and Purchaser.
6: Force Majeure. Except to the extent otherwise provided herein, no liability shall result to James & Joy Inc. or to Purchaser from default, delay in performance or for non-performance caused directly or indirectly by circumstances beyond the control of the part affected, including, but not limited to, act of God, fire, flood, explosion, war, action, or request of government authority, embargo, accident, labor or work disputes, material shortage, inability to obtain material, power, equipment or transportation, commercial impracticability, or any similar conditions or cause.
7: Choice of Law. Any dispute arising out of or related to this Agreement shall be determined under the laws of the State of California. Any action to enforce either parties’ rights under this Agreement shall be brought in Los Angeles, California.
8: Attorney’s Fees. If any action at law or in equity, including any arbitration proceeding, is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys’ fees, costs and expenses relating thereto, including, but not limited to, the fees incurred at trial or upon an appeal.
9: Miscellaneous. No terms or agreements; other than those herein provided, shall apply unless agreed to in writing by an authorized officer of James & Joy Inc. and Purchaser. This writing is intended by the parties as a final expression of their agreement and supersedes all prior or contemporaneous understandings, agreements, or communications. The terms and conditions hereof may be modified or deleted only by a writing signed by Purchaser and James & Joy Inc. T