Standard Terms & Conditions of Sale
Effective [December 2021]
1. Acceptance.
These Standard Terms and Conditions of Sale, together with a Rollink Inc. (“Rollink” or “us” or “we” or “our”) order confirmation or invoice (“Ordering Document”) , the Rollink Terms of Service (the “Terms of Service”) and the Rollink Limited Warranty (the “Limited Warranty”), constitute the entire agreement and understanding of Rollink and you (“Customer” or “you” or “your”) with respect to the purchase and sale of Rollink’s products (“Products”) directly from Rollink’s website Rollink.com (the “Site”) (the “Agreement”). Notwithstanding the foregoing, if there is any inconsistency between the express provisions of these Standard Terms and Conditions of Sale and those of the other documents incorporated into, and forming part of, the Agreement, the express provisions of these Standard Terms and Conditions of Sale shall prevail to the extent of such inconsistency. Customer’s acceptance of delivery of or payment for any Products shall constitute Customer’s acceptance of all terms in this Agreement. Subject to this Agreement, Customer hereby orders and agrees to purchase from Rollink, and Rollink will use commercially reasonable efforts to sell to Customer, the Products in the quantities specified on the applicable Ordering Document. Product orders are non-cancellable unless otherwise specified on the applicable Ordering Document but may be eligible for return in accordance with Section 10.
2. Terms of Payment
Unless otherwise stated on the applicable Ordering Document, Customer shall pay all amounts due in U.S. dollars, at the time of purchase through the Site in accordance with this Agreement. Customer shall not withhold or set off from any amounts due to Rollink, any amounts claimed to be owed by Rollink to Customer for any reason whatsoever. Additional terms and conditions of payment may be presented to Customer at the time of purchase by Rollink’s third party payment processors and are hereby incorporated into this Agreement. When you purchase a Product and make a payment via the Site (each such purchase, a “Transaction”), you expressly authorize us (or our third-party payment processor, if applicable) to charge you for such Transaction via one or more of the payment methods that you select among the payment methods we (or our third-party payment processors, if applicable) may offer. We may ask you to supply additional information relevant to your Transaction, including, for example, your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that (i) you are duly authorized and have the legal right to use all payment method(s) represented by any such Payment Information, (ii) the Payment Information is true, correct, current and complete, and (iii) you have sufficient funds or credit available upon your initiation of a Transaction to ensure that the purchase price will be collectible by us. When you initiate a Transaction, you authorize us to provide your Payment Information to our third-party payment processor so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). You agree to promptly notify us (or our third-party payment processors, if applicable) if your payment method is cancelled (e.g. for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. You should be aware that online payment transactions are subject to validation checks by our payment processor and your card issuer and we are not responsible if your card issuer declines to authorize payment for any reason. Please note, it is possible that your card issuer may charge you an online handling fee or processing fee. We are not responsible for this.
3. Prices
Prices for all Products are as noted on Rollink’s Site as in effect on date of order. Customer agrees to pay the price for each Product ordered by Customer as indicated on the Site.
4. Taxes
Prices indicated on the Site do not include any tax, value added tax or other governmental charge or assessment on the sale, shipment, production or use of any Products sold to Customer hereunder. Customer agrees to pay all applicable sales and other taxes due in connection with Customer’s purchase of Products set forth in the Ordering Document.
5. Shipment
Rollink shall make reasonable efforts to effect shipment on or before the scheduled shipping date(s) reflected on the applicable Ordering Document, but shipping dates are not guaranteed. If no shipping date is specified, shipment will be made on date(s) selected by Rollink. Rollink shall not be liable for any damages or penalties for delivery delay or for failure to give notice of delay. All items will be packed for shipment and shipped in accordance with Rollink’s standard practices. Customer is responsible for promptly notifying Rollink of any changes to Customer’s shipping address information, and Rollink is not responsible for any change in shipping address information after Rollink has effected delivery of the Products to the carrier.
6. Inspection by Customer
Customer must carefully inspect all deliveries of Products and report promptly to Rollink (but in any event within the 30 day trial period in accordance with Section 10 hereof or such shorter period as may be communicated from time to time by Rollink on the date of purchase) any alleged error, shortage, defect or nonconformity of Products. Any failure by Customer to inspect and report as provided herein shall constitute a waiver by Customer of any claim or right of Customer against Rollink arising with respect to any such error, shortage, defect or nonconformity which was reasonably discoverable by such an inspection.
7. Risk of Loss
Title and risk of loss will pass upon the delivery of the Products to the location indicated on the Ordering Document. Customer shall be responsible for all shipping costs, taxes and fees indicated on the Ordering Document. Customer agrees to cooperate with Rollink in connection with the submission to the designated carrier of any claims for damage, loss or delays in transit in connection with the shipment of the Products.
8. Warranty Disclaimer
ALL PRODUCTS ARE COVERED UNDER THE LIMITED WARRANTY IN EFFECT AS OF THE DATE OF PURCHASE, THE TERMS AND CONDITIONS OF WHICH ARE MADE AVAILABLE AT https://www.rollink.com/warranty/. TO THE EXTENT NOT PROHIBITED BY LAW, THE LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THE LIMITED WARRANTY STATEMENT AND TO THE EXTENT NOT PROHIBITED BY LAW, ROLLINK DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES, SO THIS DISCLAIMER MAY NOT APPLY TO YOU. TO THE EXTENT SUCH WARRANTIES CANNOT BE DISCLAIMED UNDER THE LAWS OF YOUR JURISDICTION, WE LIMIT THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE DURATION OF THE LIMITED WARRANTY.
9. Limitation on Rollink’s Liability
Customer acknowledges that no guarantees or assurances have been made as to the use of the Products. Customer acknowledges that Customer has not relied on, and waives any claim relating to, any recommendation or instruction given to Customer by Rollink or its representatives regarding the design, functionality or use of the Products. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ROLLINK OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR LICENSORS HAVE ANY LIABILITY TO CUSTOMER UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY ARISING OUT OF OR IN CONNECTION WITH THE SALE OR USE OF THE PRODUCTS, IN AN AMOUNT IN EXCESS OF, AND ROLLINK’S AND SUCH PARTIES’ LIABILITY SHALL BE STRICTLY LIMITED TO, AMOUNTS ACTUALLY RECEIVED FROM CUSTOMER FOR THE PRODUCTS THAT GIVE RISE TO ROLLINK’S LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ROLLINK OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR LICENSORS HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES ARISING IN ANY WAY IN CONNECTION WITH THE PRODUCTS OR THEIR SALE OR USE, INCLUDING BUT NOT LIMITED TO DAMAGE TO PROPERTY, INJURY TO PERSONS, LOSS OF USE, PROFITS, OR DELAYS OR INCONVENIENCE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. Returns
In Rollink’s sole discretion, refunds or credits may be granted with respect to Products originally purchased through the Site which are returned new and unused within 30 days of delivery. The Products are sold subject to Rollink’s 30-day trial offer, the current applicable terms and conditions of which are available at https://www.rollink.com/frequently-asked-questions/.
11. General
11.1 Notices
All communications under this Agreement shall be in writing in English and sent by first class U.S. mail or by confirmed email, and shall be deemed to have been duly given upon receipt if sent to the address or email set forth in the applicable Ordering Document or such other address or email as either party may specify by written notice.
11.2 Severability
If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable.
11.3 Waiver
The waiver by Rollink of a breach or a default of any provision of this Agreement by Customer shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of Rollink to exercise or avail itself of any right, power or privilege hereunder, operate as a waiver of any right, power or privilege by Rollink.
11.4 Governing Law
This Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of Florida, USA without taking into account its principles on conflicts of law. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Subject to Section 11.5 below, exclusive jurisdiction and venue for any dispute arising under this Agreement is in the federal and state courts located in Miami-Dade County, Florida, and both parties hereby consent to and waive any objections they may have to such jurisdiction and venue.
11.5 Arbitration; Class Action Waiver. IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS
EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 11 OF THE TERMS OF SERVICE, CUSTOMER AGREES THAT DISPUTES BETWEEN CUSTOMER AND ROLLINK WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND CUSTOMER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. SUCH DISPUTES BETWEEN CUSTOMER AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WILL BE GOVERNED BY THE TERMS IN SECTION 11 OF THE TERMS OF SERVICE, WHICH ARE INCORPORATED INTO THIS AGREEMENT BY THIS REFERENCE.
11.6 Export Control
Customer shall comply, at its expense, with all export laws and restrictions and regulations of the United States or foreign agency or authority, and not export, or allow the export or re-export of any Product in violation of any such restrictions, laws or regulations. Customer shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to the export of Products. You represent and warrant that you are buying Products from the Site and using the Services for your own personal or household use only, and you will not resell, distribute, or export such Products for any commercial purposes.
11.7. Force Majeure
Rollink shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Rollink (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 Products, 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.