Terms of Service
Ablewood Group, Inc dba Ablework Station, herein “Supplier” and its Customers, herein “Customer”
WHEREAS Customer wishes to have Supplier perform certain services including, but not limited to, storage, product preparation, and shipping arrangements. Services shall be offered on a non-exclusive basis by Supplier to Customer, and
WHEREAS Supplier is willing to perform such services for Customer, on the terms and conditions set forth in this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Customer and Supplier hereby agree as follows:
Supplier agrees to provide services and related services to Customer in exchange for the prices and fees set forth on Suppliers website. Supplier reserves the right to add, eliminate, or change prices at any time and without notice to Customer. All prices are in United States dollars.
OWNERSHIP; TITLE; TRANSFER. Supplier and Customer agree that all title to, interest in and beneficial ownership of inventory and documents (collectively, “Inventory”) provided to Supplier by or on behalf of Customer in accordance with this Agreement shall remain vested in Customer, notwithstanding that Supplier shall from time to time have possession of the same. If Customer is in breach of this Agreement or default of payment, all ownership, title to, and benefit of Inventory shall transfer to Supplier to Dispose of. Disposal of inventory is defined as Donating, Destroying, or Selling. The method of Disposal is at the sole discretion of Ablewood Group, Inc and no proof of destruction or donation or selling shall be given to Customer. All financial benefit of Disposal shall remain entirely with Ablewood Group, Inc and no refunds, credits, or payment shall be made to Customer. All invoices, receipts, and charges are Due On Receipt. Customer shall be deemed in default if payment is not received by Supplier within 14 days of receipt or invoice date. Supplier reserves the right to withhold or refuse service until all outstanding invoices and receipts are paid in full. Payment of an invoice for Disposal does not negate or reverse Customer’s full and unconditional granting of permission to Ablewood Group, Inc to Donate, Destroy, or Sell all inventory. Further, Customer grants Ablewood Group, Inc full rights and authority to use their Brand, Logo, Trademark, and Packaging for the purpose of Donating, Destroying, or Selling of the inventory. Inventory shall not be deemed accepted or become subject to this Agreement until it is delivered to Supplier’s agreed-upon warehouse and received by Supplier. Supplier shall not be responsible for any loss or damage to the Inventory while in transit to or from its facility and all Inventory is accepted subject to any pre-existing damage.
INDEMNIFICATION. Each party will indemnify, hold harmless, and defend the other party, and its respective parent companies, shareholders, subsidiaries, affiliates, directors, officers, employees and agents, from and against all third party claims, costs, losses, damages, judgments, penalties, interest and expenses of any type (including reasonable fees of attorneys and other professionals and court costs) (collectively, “Claims”) arising out of or in connection with, in whole or in part: (a) bodily injury to or death of any person, or damage to any tangible personal or real property, to the extent arising out of, or resulting from, the negligence or willful misconduct of such party, or its employees or agents; (b) any violation by such party, or its employees or agents, of any law; (c) any breach of this Agreement by such, or its employees or agents.In addition, Customer will indemnify, hold harmless, and defend Supplier, and its parent companies, shareholders, subsidiaries, affiliates, directors, officers, employees and agents, from and against all Claims arising out of or in connection with, in whole or in part, the Customer’s website or other sales channels, the Inventory Customer sells (including product liability Claims), any content Customer provides, the advertisement, offer, sale or return of any Customer Inventory, any actual or alleged infringement of any intellectual property or proprietary rights by any Inventory Customer sells or content its provide, or any taxes arising from any Customer transaction, or the collection, payment or failure to collect or such taxes. SUPPLIER LIMITATION. Supplier shall not be liable to Customer for any indirect, incidental, special, or consequential damages of any kind, including but not limited to, loss of profits, damage to business reputation, arising out of any Inventory or service provided under this Agreement, any performance of, or failure to perform, this Agreement, or any conduct in furtherance of the provisions or objectives of this Agreement, on any theory of liability, whether in an action for contract, strict liability or tort (including negligence) or otherwise, whether or not Supplier has been advised of the possibility of such damages. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SUPPLIER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, REGARDING THE SERVICES UNDER THIS AGREEMENT, OR THE SUCCESS OF ANY ACTIVITIES CONTEMPLATED BY THIS AGREEMENT.IN NO EVENT SHALL SUPPLIER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM Customer TO SUPPLIER DURING THE One (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE. BECAUSE SUPPLIER IS NOT INVOLVED IN TRANSACTIONS BETWEEN Customer AND ITS CUSTOMERS, IF A DISPUTE ARISES BETWEEN Customer AND ITS CUSTOMERS, Customer AND EACH CUSTOMER RELEASES SUPPLIER (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE,
KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. COMMENCEMENT DATE.
CONFIDENTIALITY. Each party agrees not to disclose any Confidential Information of the other party to third parties and to take all commercially reasonable precautions to prevent its unauthorized dissemination, both during and after the Term of this Agreement.Without limiting the scope of this obligation, Supplier agrees to take commercially reasonable steps to ensure that it limits its distribution of Customer Confidential Information to those employees and approved subcontractors (if any) who have a need to know Customer’s Confidential Information to perform the Fulfillment and Warehousing Services and who have agreed to be bound by confidentiality terms and conditions substantially similar to, and no less restrictive with respect to limitations on use and disclosure than, those of this Agreement.Each party agrees not to use any Confidential Information of the other party for its own benefit or for the benefit of anyone else except for the purpose of performing under this Agreement.“Confidential Information” means information that is disclosed by one party to the other and that the receiving party knows is confidential to the disclosing party or that is of such a nature that someone familiar with the type of business of the disclosing party would reasonably understand is confidential to it.Without limitation, Confidential Information includes financial and other business information of either party. Notwithstanding the foregoing, Confidential Information does not include information that the receiving party can prove: (a)is in the public domain or is generally publicly known through no improper action or inaction by the receiving party, (b) was rightfully in the receiving party’s possession or known by it prior to receipt from the disclosing party; or, (c) is independently developed for the receiving party by third parties without use of the Confidential Information of the disclosing party.
GENERAL
Insurance. Any insurance coverage for Customer’s Inventory shall be at the sole expense and responsibility of Customer. It is recommended that Customer purchase business personal property insurance from a reputable insurance provider.
NOTICES. All notices, requests, demands, claims and other communications permitted or required to be given hereunder must be in writing via email, text message, or other electronic communication. Either party may change its physical mailing address, email address, and/or telephone numbers for the receipt of notices, requests, demands, claims and other communications hereunder by giving the other party notice of such change in the manner herein set forth. Force Majeure. Neither party shall be liable for any failure or delay in its performance under this Agreement due to causes which are beyond its reasonable control, including without limitation acts of God, acts of civil or military authority, fire, epidemic, flood, earthquake, riot, war, sabotage, labor shortage or dispute, and governmental action; provided that the delayed party:
(a) gives the other party written notice of such cause within five (5) days of occurrence thereof; and (b) uses its reasonable efforts to correct such failure or delay in its performance. The delayed party’s time shall be extended for a period equal to the duration of the cause or thirty (30) days, whichever is less.
Applicable Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, United States of America. Each party irrevocably submits to the exclusive jurisdiction of the closest federal and state courts located in Dallas County, State of Texas, United States of America, for the purposes of any action or proceeding arising out of or relating to this Agreement. Each party consents to such jurisdiction and agrees that venue shall lie therein with respect to any claim or cause of action arising under or relating to this Agreement. Each party waives any objection based on forum non-conveniens and waives any objection to venue of any action instituted hereunder.In any suit or proceeding between the parties relating to this Agreement, the prevailing party will have the right to recover from the other party its costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection with the suit or proceeding, including costs, fees and expenses upon appeal, separately from and in addition to any other amount included in such judgment.
Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof, and supersede and replace all prior and contemporaneous agreements, understandings, commitments, communications and representations made between the parties, whether written or oral, with respect to the subject matter hereof and thereof.These Terms of Service may be amended, supplemented, or otherwise modified by Supplier at any time for any reason and without notice to Customer.
These Terms shall apply to, be binding in all respects upon and inure to the benefit of the parties hereto and their respective successors and assigns. Independent Contractors. Customer and Supplier shall at all times have the relationship of independent contractors. In no event shall either party be deemed to be in a partnership, joint venture, agency, employer-employee or other similar relationship, and neither party shall have any power or authority to bind or commit the other party or otherwise act on the other party’s behalf. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement.
Eligibility. Customer represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which the business is registered; and (b) it has all requisite right, power and authority to enter into this Agreement and perform its obligations hereunder.
Processing of Personal Information.
1. In the course of providing Fulfillment and Warehousing Services to Customer, Supplier may require access to certain confidential, personal, and/or proprietary data and information concerning Customer or Customer’s users, customers, employees, or other service providers, whether past, current, or prospective (“Customer Data”).Customer Data includes, but is not limited to, information that alone or in combination with other information could reasonably be used to identify, contact, or derive information regarding a particular individual. Customer hereby grants Supplier access to Customer Data or to Customer’s systems containing Customer Data subject to the terms contained herein. In the event of any irreconcilable conflict between these terms and any terms found elsewhere in the Agreement, these terms shall control with regard to the subject matter of that conflict.
2. In case Customer has any requirement regarding the handling of Customer Data, it shall notify Supplier with thirty (30) days prior notice. Supplier shall comply with any reasonable requirements during the Term of this Agreement and thereafter until such time as Supplier no longer has possession of or control over any Customer Data or access to Customer’s systems.
3. All Customer Data shall be subject to the confidentiality obligations set out in the section “CONFIDENTIALITY”.
4. No Customer Data may be shared, sold, assigned, leased to a third party or otherwise disposed of by Supplier or commercially exploited by or on behalf of Supplier. Supplier shall use, process, access, maintain, collect, modify or store Customer Data solely for purposes of fulfilling Supplier’s obligations pursuant to this Agreement, and as otherwise required or permitted by Customer. As between Customer and Supplier, all Customer Data is and will be deemed to be and remain the exclusive property of Customer. Where Supplier subcontracts any of its obligations under this agreement that involve the processing of Customer Data, it may do so either by way of a written or verbal agreement with the subcontractor which imposes the same obligations on the subcontractor as are imposed on Supplier under this Agreement, except to the extent that a disclosure or transfer is required by law, provided that Supplier makes commercially reasonable efforts, to the extent permitted by law or legal process, to provide Customer with (a) prompt written notice so that Customer may seek a protective order or other remedy; and (b) reasonable assistance in opposing a required disclosure or seeking other limitations. In case Supplier acquires any Customer Data that contains Customer’s customers’ data for the purpose of carrying out the Fulfillment and Warehousing Services as directed by Customer, such customer data shall be used only for this particular purpose, as well as any other notified purpose as the case may be, and not processed further.
5. Supplier warrants and represents that it, and its authorized contractors or subcontractors, shall only process Customer Data on behalf of Customer. Supplier further acknowledges that it shall not: (a) retain Customer Data for any purpose other than for the specific purpose of performing the Fulfillment and Warehousing Services specified in these Terms or as otherwise permitted by Customer; (b) use Customer Data for any purpose other than for the specific purpose of performing the Fulfillment and Warehousing Services specified in this Agreement or as otherwise permitted by Customer; nor (c) disclose Customer Data for any purpose other than for the specific purpose of performing the Fulfillment and Warehousing Services specified in the Agreement or as otherwise permitted by Customer.
SHIPPING. Supplier will exercise commercially reasonable efforts to ensure that each and every package shipped from its facility is appropriately and safely packaged for shipment. Once Customer’s package leaves the facility, the package is acknowledged, by both Customer and Supplier, as being out of the control of Supplier, and in the complete and total control of the shipper. Supplier shall not be liable for any loss or damages relating to transportation carriers or packaging deficiencies.
SERVICE FEES. Customer agrees to pay the recurring and non-recurring Fulfillment and Warehousing listed on Suppliers website (www.AbleworkStation.com). Customer acknowledges that the fees related to services provided by Supplier are subject to change and advanced notice may not be given by Supplier.
PAYMENT TERMS. Terms of payment whereby Customer owes monies to Supplier will be Due on Receipt. All third-party shipping fees are to be paid at the time billed by the carrier. The Customer is responsible for sending Supplier the correct shipping method, and is responsible for all shipping charges and all import/export fees. Payment processing fees are payable by the Customer.