Terms and Conditions of SaleThe term “Jomy” refers to JOMY Inc. The term “you” refers to the customer, purchaser or buyer. These Terms and Conditions of Sale (“Agreement”) are binding for all of Jomy’s sales and offers. Jomy expressly rejects any contrary or supplemental terms in any purchase order, acknowledgment or other documentation provided by you. Any and all prior or contemporaneous oral or written agreements between the parties have been merged into, and are superseded by, this Agreement.
- The terms and conditions of this Agreement are an integral part of all sales agreements of Jomy. Any modification of this Agreement must be set forth in a written instrument signed by a duly authorized representative of Jomy.
- You shall not export, directly or indirectly, any Product from the United States unless you receive signed authorization from Jomy. This provision is an independent covenant and your continuing obligation, which will survive the termination of this Agreement.
- The prices in our quotations and price-lists are free of engagement and only binding as soon as we have accepted the order in writing. Validity of the prices in our quotations is in any case limited to a period of 30 days. Jomy, in its sole discretion, may cancel any accepted order prior to shipment. The charges included in our prices are based on the going rates. In case of a modification in rates at the time they are payable, the difference will be settled. We reserve the right to charge price increases imposed upon us.
- Prices are in U.S. Dollars and are exclusive of insurance, duties, taxes or other charges imposed by any governmental authority related to this order. If purchased in Colorado, local sales taxes will be invoiced through Jomy. You are responsible for any and all state and local sales (except for local sales tax for Colorado orders), use, excise, privilege and other taxes associated with the order. If the transaction is exempt from tax, you shall provide Jomy with a tax exemption certificate or other documentation acceptable to the taxing authorities involved.
- Notwithstanding any provisions to the contrary in this or other documents related to this transaction, and regardless of how price was quoted (whether FOB, FAS, CIF or otherwise), legal title to the purchased goods and risk of loss thereto shall transfer to you upon tender to the freight carrier, or if so agreed, the moment that the goods are delivered according to the agreed upon Incoterms. Only at your explicit and written request, and at your cost, will goods be insured during transportation.
- You are responsible for all cost related to the purchased goods following delivery, including, without limitation, all handling, transportation, assembly, installation, insurance, testing, and inspection charges. You are responsible for installing the purchased goods according to the specifications provided by Jomy.
- Unless otherwise agreed by Jomy, you shall pay the purchase price for the purchased goods prior to the purchased goods being delivered or tendered to the freight carrier, whichever occurs first. If any payment owed to Jomy hereunder is not paid when due, any amount payable shall bear interest, at a rate equal to the lesser of fifteen percent (15%) per annum or (b) the maximum interest rate permitted by law. If any payment owed to Jomy hereunder is not paid when due, Jomy reserves the right to increase the amount payable by ten percent (10%) or $1,500.00 USD, whichever is larger. Jomy shall have the right, among other remedies, either to terminate this Agreement or to suspend further deliveries (in whole or in part) under this and/or other agreements with you in the event you fail to make any payment hereunder when due. If any payment owed to Jomy by you is not paid when due, the balance of all amounts owed to Jomy shall become immediately due and payable upon demand.
- Jomy shall be entitled to recover from you all damages incurred by reason of your default, including but not limited to, collection costs, reasonable attorney fees and the cost to recover and repossess any goods provided by Jomy.
- The goods will remain property of Jomy until total payment is made and you have discharged of all of your obligations related to this transaction. As long as Jomy has not been paid in full for the purchased goods, you are prohibited from selling, assigning, transferring, pledging, encumbering or otherwise transferring title in or disposing of the purchased goods. If this prohibition is violated, payment is immediately due.
- The stated delivery date will be considered as much as possible, but Jomy is not responsible if the term is not kept. Delivery dates are approximate and are dependent upon (1) Jomy’s acceptance of the order in writing, (2) prompt receipt by Jomy from you of all information necessary to permit Jomy to proceed with the work immediately and without interruption, (3) your compliance with all of the payment terms specified herein, and (4) your compliance with any terms, obligations, covenant or condition of this Agreement, the continuing validity of any representation furnished to Jomy by you, your continuing solvency and, the non-occurrence of any event which Jomy deems, in its exclusive discretion, to endanger your full performance of its acceptance of an offer of sale. Jomy is not responsible for damage caused by any non-delivery, wrong or late delivery, as a result of circumstances beyond its control. Should Jomy be held responsible for any delivery issues, you, if you have suffered a loss, cannot claim damages higher than one half percent (1/2%) of the amount of the invoice for each full month the delivery time has been late, up to a maximum of five percent (5%) of the amount of the invoice. In the event Jomy does not comply with the stated delivery date, you do not have the right to cancel this Agreement.
- In no event shall Jomy be liable for non-delivery or delays in delivery of the purchased goods or for failure or delay in the performance of any other obligations contained herein arising directly or indirectly from acts of God, unforeseeable circumstances, acts (including delays or failure to act) of any governmental authority (de jure or de facto), war (declared or undeclared), riot, revolution, priorities, fires, floods, weather, strikes, labor disputes, disturbance in Jomy, sabotage, epidemics, factory shutdowns or alterations, embargoes, delays or shortages in transportation, delay or inability to obtain or procure labor, manufacturing facilities, suppliers or materials, inability to perform due to causes beyond Jomy's reasonable control to obtain timely instructions or information from you, or causes of any other kind beyond Jomy's control. The foregoing provision shall apply even though such causes may occur after Jomy’s performance of its obligations has been delayed for other causes.
- Failure of Jomy to declare any default immediately upon occurrence thereof, or delay in taking any action in connection therewith, shall not waive such default, and Jomy shall have the right to declare any such default at any time, and take such action as might be lawful or authorized hereunder, either at law or in equity. No single or partial exercise by Jomy of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. Jomy’s election to pursue any remedy provided in this Agreement shall not exclude pursuit of any other remedy otherwise available to Jomy or limit its right to declare you in default.
- Goods will be considered accepted by you five (5) days after the delivery of the goods or, if applicable, our notice of availability of the goods in our warehouse. Any complaints about the delivered goods must be made to Jomy within five (5) days after the delivery of the goods or, if applicable, our notice of availability of the goods in our warehouse. Any damages to the good’s packaging must be determined on the receipt of the goods or the freight carrier’s documents. Any disputes about any invoice must be made to Jomy within 5 days after receipt of the invoice. If you fail to timely submit any dispute or complaint, you shall be deemed to accept the goods as conforming or you do not dispute the invoice and Jomy will not be held responsible for any nonconformity.
- Jomy reserves the right, within its sole discretion, to implement modifications in its goods, even after receiving and accepting an offer for purchase/sale.
- LIMITED WARRANTY. Jomy warrants its products against manufacturer’s defects in materials and workmanship under normal use and care for a period of twelve (12) months after the date of delivery. Jomy shall, at its sole discretion, repair, replace or update, or refund the purchase price paid for any such goods that is defective under the terms of the foregoing warranty. We are under no circumstances responsible for direct or indirect damage caused by any fault or defect in the delivered goods. Jomy is not responsible for any replacements or repairs necessitated by inadequate maintenance, normal wear and usage, environmental conditions, accident, misuse, improper installation, modification, repair, use of unauthorized replacement parts, storage or handling, or any other cause not Jomy’s fault. The warranties and remedies set forth above are exclusive. Jomy specifically disclaims and you waive, any implied warranties of merchantability and fitness for a particular purpose.
- The remedies set forth in this Agreement are your exclusive remedy. Jomy shall not be liable for damages caused by delay in performance. In no event, regardless of the form of the claim or cause of action (whether based in contract, infringement, negligence, strict liability, other tort or otherwise), shall Jomy’s liability to you and/or your customers exceed the price paid by you for the specific goods purchased or services provided by Jomy giving rise to the claim or cause of action. You agree that in not event shall Jomy’s liability to you and/or your customers extend to include incidental, consequential or punitive damages. The term “consequential damages” shall include, but not be limited to, loss of anticipated profits, revenue or use and costs incurred without limitation for capital, fuel and power, and claims of your customers.
- You agree to indemnify, defend and hold Jomy harmless (including its officers, directors, agents, employees, affiliates, successors and assigns) from any claim, demand, or cause of action (including reasonable attorneys fees, expenses and court costs) arising from: (a) your modification(s) of and/or addition(s) to the purchased goods, improper use or maintenance of the purchased goods, or failure to follow manufacturer’s guidelines for the purchased goods; (b) your breach of those terms and conditions, and (c) your omissions, misrepresentations, or negligence.
- JOMY Inc. does not warrant compliance with all or any federal, state or local requirements, codes, covenants and restrictions. You are encourage to verify compliance before placing an order with Jomy.
- Any dispute arising in connection with the validity, performance or interpretation of this Agreement and the transaction contemplated therein shall be subject to the exclusive jurisdiction of the Courts of Colorado (United States), irrespective of the domiciliation of any negotiable instruments and the terms agreed to, of whether Jomy is called as guarantor, of the plurality of defendants, or of the complexity of the matter, without prejudice to Jomy’s right, in its sole discretion, to bring the matter before the Court of your principal place of business, registered office or domicile.
- In the event any provision of this Agreement is deemed to be illegal, unenforceable or invalid, those provisions shall be severable from the remainder of this Agreement and that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and so that it achieves the original intent of the parties related to the transaction contemplated herein.
- Any rule of construction that would require an ambiguity, if any, in this Agreement be resolved against the drafter shall not be employed in the interpretation of this Agreement.
- This Agreement is formed and shall be construed, performed and enforced under the laws of the State of Colorado.
JOMY Inc., warants that at the time of delivery, the JOMY products and all component parts shall be free from defects in workmanship and material for a period of ten (10) years.
This warranty does not extend to any JOMY products or component parts which have been modified, neglected, improperly installed or used in violation of JOMY Inc.' s instructions, warnings and/or operations manual.
The foregoing is in lieu of all other warranties, express or implied, and no other warranties exist including, without limitation, any warranty of merchant liability or fitness for any particular purpose or application beyond the purpose expressed in the purchase agreement.
JOMY Inc. specifically and expressly disclaims any liability for any consequential damages. JOMY Inc. sole obligation shall be to repair or replace the defective part(s).
If, during the ten - year warranty period, purchaser discovers any defect in workmanship and/or material, purchaser agrees to notify JOMY Inc. in writing within (30) days of discovery. JOMY's sole obligation shall be to repair or replace the defective part. Purchaser shall allow full access for inspection and repair. Any unauthorized repair, replacement or alteration of any JOMY product will void this warranty.