Terms of Sales and Service
Terms of Sale and/or Service
These standard terms and conditions (“Terms”) govern all sales of products (collectively, the “Products”) by The Ephesus Gnostic Group, affiliates or related entities (“TEGG ”) to Buyer regardless of whether Buyer purchases the Products through the medium of written purchase orders, electronic orders, verbal or written quotations, or any other writings or communications from TEGG and/or Buyer relating to the Products (collectively, the “Purchase Orders”). Upon TEGG’s express acceptance by its issuance of a written Sales Order Acknowledgement (“SOA”) or upon commencement of performance by TEGG, these Terms and the Purchase Orders become a binding contract between Buyer and TEGG (the “Sales Agreement”). In case of any conflict between these Terms and the terms of a Purchase Order, these Terms prevail except where TEGG has expressly accepted the conflicting term from the Purchase Order in its SOA. Absent such express written acceptance, any such conflicting or additional terms proposed by Buyer are expressly rejected by TEGG. Except as otherwise set forth in these Terms, TEGG must specifically agree to any addition or change to the Sales Agreement in a non-electronic writing signed by a duly authorized representative of TEGG before becoming binding on TEGG.
In addition to the price of the Products and Service as set forth in the Sales Agreement, Buyer agrees to pay to TEGG sales, use, excise, or similar taxes applicable to the sale of the Products and/or Service and such other costs and expenses described in these Terms.
- PAYMENT METHODS
Buyer must make payment to TEGG in the currency stated at the time of purchase. Buyer’s receipt will reflect date and time of Product and/or Service purchased. TEGG will not schedule Products for manufacture until paid in full by Buyer. TEGG may impose order limits on Buyer if payment terms are “Cash on Delivery.” TEGG reserves the right to: (a) delay or cancel any Sales Agreement; (b) modify terms prior to shipment; (c) require “Cash in Advance” terms; or (d) delay or cancel any shipment.
- STANARD SPECIFICATIONS
Unless otherwise agreed to in writing between TEGG and Buyer, TEGG will manufacture all of the Products in accordance with its own specifications (“Standard Specifications”).
- CUSTOMER SERVICE
We will provide you with customer service to resolve any issues relating to your TEGG purchase, your card payment processing and use of our software, and the distribution and shipping of purchases, including but not limited to issues arising from the processing of customers’ cards through the Service.
- OUR TRADEMARKS
The Ephesus Group and TEGG are registered trademarks in the United States. Other TEGG graphics, logos, designs, page headers, button icons, and toolbars appearing on the Site or the Services may be trademarks in the United States and other countries (collectively, with the registered trademarks, the "The Ephesus Gnostic Group"). All other logos and trademarks are trademarks of their respective owners. You are not authorized to use any TEGG Marks without the prior written permission of TEGG. Ownership of all TEGG Marks and the goodwill associated therewith remains with us. You are not authorized to use any TEGG Marks.
TEGG will endeavor to comply with Buyer’s packaging specifications, if any, but TEGG reserves the right to substitute any other methods of packaging that is reasonably comparable to the specifications furnished by Buyer.
TEGG will deliver the Products and Services, pursuant to applicable freight classifications. Buyer must pay all initial shipping charges as well as return postage charges. If products are turned undeliverable or refuses delivery, such Products will be held by TEGG awaiting Buyer’s instruction for twenty (15) days, after which TEGG may deem the Products abandoned and dispose of them as it sees fit, without crediting Buyer’s account. A delivery date indicated in a SOA is not binding on TEGG. A delivery date indicated in a SOA by TEGG is estimated but is not guaranteed. TEGG will endeavor to meet the delivery date specified by Buyer. If TEGG is unable to meet that date, Buyer has no claim for damages resulting from any such delay in delivery. Buyer acknowledges that notwithstanding the foregoing, the following events may cause TEGG’s failure to perform any of TEGG’s obligations under the Sales Agreement (collectively, the events are “Delaying Events” and each event is a “Delaying Event”): (a) any cause beyond TEGG’s reasonable control, including, but not limited to, a labor dispute, industry disturbance, fires, unusually severe weather conditions, earthquakes, floods, declared or undeclared war, epidemics, computer malfunctions, civil unrest, riots, lack of supplies, delay in transportation, governmental, regulatory or legal action, act of Nature; or (b) by acts or omissions of Buyer, including, but not limited to, Buyer’s failure to promptly comply with the terms of payment under the Sales Agreement. Any date of delivery may be extended for a period equal to the time lost by reason of any Delaying Event. TEGG reserves the right to cancel without liability any Sales Agreement, the shipment of which is or may be delayed for more than thirty (30) days by reason of any Delaying Event. TEGG reserves the right to allocate in its sole discretion among customers or potential customers, or defer or delay the shipment of, any of the Products, which is in short supply.
- RISK OF LOSS
Title to the Products and all risk of loss to the Products pass to Buyer upon delivery of the Products by TEGG Buyer must obtain adequate insurance to cover the Products from the time risk of loss has passed from TEGG.
- NO WARRANTIES
THE SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICE IS AT YOUR OWN RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE OR FROM (I) TEGG WRITNG COMPANY ; (II) THE PROCESSORS, SUPPLIERS OR LICENSORS OF TEGG; OR (III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR (II) ABOVE (COLLECTIVELY, THE “DISCLAIMING ENTITIES” AND INDIVIDUALLY A “DISCLAIMING ENTITY”), AND WILL CREATE ANY WARRANTY. YOU SPECIFICALLY ACKNOWLEDGE THAT TEGG HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SERVICES.
WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.
THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND TEGG WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
- LIABILITY LIMITATION
IN NO EVENT IS TEGG RESPONSIBLE TO BUYER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ALL DIRECT AND INDIRECT LOSSES (INCLUDING LOST PROFITS AND ANY OTHER FORM OF ECONOMIC LOSS) REGARDLESS OF WHETHER THOSE DAMAGES WERE FORESEEABLE. THE LIABILITY OF TEGG ARISING OUT OF OR RELATING TO THE PRODUCTS SHALL BE LIMITED TO THE ACTUAL AMOUNTS PAID BY BUYER TO TEGG FOR THE PRODUCTS GIVING RISE TO SUCH DAMAGES. TEGG will not be liable for any inaccuracies of information published by TEGG relating to the Products.
In the event of a breach by Buyer, TEGG may terminate the Sales Agreement upon giving ten (10) day’s written notice of termination. If the Sales Agreement is terminated by TEGG because of Buyer’s breach, TEGG is entitled to reasonable reimbursement for any labor, material or other expenses incurred in connection with the Sales Agreement, plus a reasonable amount for overhead. All cancellations and reschedules by Buyer require a minimum of: five and (5) days for standard document preparation and maximum of twenty (20) days for complex document preparation written notice for all other Products Buyer can cancel order during transaction or by calling customer service within twenty-four (24) hours prior to actual purchase. ALL BOOK SALES ARE NON-REFUNDABLE. TEGG will ship all purchases according to rates Buyer selects at time of purchase. In the event of any cancellation of complex document preparation Buyer shall pay TEGG: (a) the price for time used to prepare documents. (b) the cost of any work in process; 10% but not to exceed 50% of purchase price. If Buyer requires TEGG to cancel any authorized orders for materials. Buyer shall be responsible for any cancellation costs or restocking charges incurred as a result.
- REFUNDS AND RETURNS
By accepting these terms of service, you agree to submit any and all refunds and adjustments for returns of your products and services through TEGG Service to the cardholders card in accordance with the terms of this Agreement. Our Refund Rules stipulate (a) we will maintain a fair return, cancellation or adjustment policy; (b) disclose our return or cancellation policy to customers at the time of purchase, (c) not give cash refunds, unless required by law, and (d) not accept cash or any other item of value for preparing a Card sale refund.
Full refunds must be for the exact dollar amount of the original transaction including tax, handling charges, and other. The refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to customer for postage costs incurred for product returns. You will use best efforts to process all refunds within sixty (30) days after the original transaction date, and you acknowledge that refunds processed after that time may not be capable of being processed.
For processed refunds, TEGG will deduct the refund amount (including any applicable Fees) from (a) settlement funds owed to you from processing of other card transactions, or (b) funds in any Reserve Account. If these funds are not sufficient, you authorize TEGG to initiate an ACH debit entry to your Bank Account in the amount necessary to complete the refund transaction to the Cardholder’s card. In the event TEGG cannot access your Bank Account by means of ACH debit entry, you agree to pay all funds owed to TEGG upon demand. You are solely responsible for accepting and processing returns of your products and services; TEGG has no responsibility or obligation for processing such returns.
To the maximum extent allowed by law, Buyer must defend and indemnify TEGG and its employees and agents against all sums, costs, liabilities, losses, obligations, suits, actions, damages, penalties, fines, interest and other expenses (including investigation expenses and attorneys’ fees) that TEGG may incur or be obligated to pay as a result of: (a) Buyer’s negligence, use, ownership, maintenance, transfer, transportation or disposal of the Products; (b) any infringements or alleged infringement of the industrial and intellectual property rights of others arising from Non-Standard Specifications (including Buyer’s trademarks and brand names) or production of configurable Products and/or custom Products ordered by Buyer; (c) Buyer’s violation or alleged violation of any Federal, state, county or local laws or regulation, including without limitation, the laws and regulations governing product safety, labeling, packaging and labor practices; or (d) Buyer’s breach of the Sales Agreement.
- ENTIRE AGREEMENT
The Sales Agreement comprises the complete and final agreement between TEGG and Buyer, except as specifically set forth in Paragraph 1, and supercedes all prior negotiations, proposals, representations, commitments, understandings or agreements between TEGG and Buyer, either written or oral. Any other representations or warranties made by any person, including employees or other agents of TEGG, that are inconsistent with the Sales Agreement must be disregarded by Buyer and are not binding upon TEGG. If any model or sample were shown to Buyer, such model or sample was used merely to illustrate the general type and quality of goods and not to represent that the Products would necessarily conform to the model or sample.
- DISPUTE RESOLUTION
TEGG reserves the right to invoke the jurisdiction of any competent court to remedy or prevent violation of any provision of the Sales Agreement or to otherwise protect its interest. Any dispute with Buyer in connection with the Sales Agreement may, at TEGG’s sole discretion, be resolved through binding arbitration in the Washington State Court, pursuant to the commercial arbitration rules of the American Arbitration Association (“Arbitration”). TEGG, may, in its sole discretion, elect to have a judicial forum for dispute resolution in accordance with Washington State Mandatory Arbitration Laws stated under RCW 7.06. Buyer’s only forum for dispute resolution is Arbitration. The Arbitration proceedings must be conducted in the English language and all submissions must be made in English or with an English translation. Witnesses may provide testimony in a language other than English if simultaneous English translation is provided. The results of Arbitration will be final and nonappealable.
- COPYRIGHT VIOLATIONS
We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide TEGG the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Site or Services;
- Your address, telephone number, and email address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
- JURISDICTION AND VENUE
Buyer irrevocably submits and agrees to the jurisdiction of the state courts of the state of Washington and the Federal courts within the State of Washington, in any action, suit or proceeding related to, or in connection with, the Sales Agreement. To the extent permitted by applicable law, Buyer waives and agrees not to assert as a defense in any such action, suit or proceeding any claim: (a) that Buyer is not personally subject to the jurisdiction of Washington State Courts and/or the Federal courts within Washington State; (b) that the venue of the action, suit or proceeding is improper; (c) that the action, suit or proceeding is brought in an inconvenient forum; or (d) that the subject matter of the Sales Agreement may not be enforced in or by the State and or Federal courts in Washington State. Without prejudice to any other mode of service, Buyer consents to service of process relating to any such proceedings by personal or prepaid mailing (air mail if international) in registered or certified form a copy of the process documents to the Buyer at the address set forth in paragraph 7.
The waiver by TEGG of any breach by Buyer of any provision of the Sales Agreement may not be construed to be either a waiver of the provision itself as to subsequent application or any other provision of the Sales Agreement.
If any provision of the Sales Agreement is held by a court of competent jurisdiction to be contrary to law or public policy, the remaining provisions of the Sales Agreement remain in full force and effect.
No notice or other communication under the Sales Agreement is sufficient to affect any rights, remedies or obligations of either party unless the notice or communication is in writing and (as elected by the party giving the notice) is: (a) personally delivered; (b) transmitted by facsimile (with a receipt acknowledgment); (c) transmitted by electronic computer mail; (d) transmitted by a recognized courier service; or (e) mailed (air mail if international) in registered or certified form, to the party to which notice or communication is being given at the following address:
The Ephesus Group Writing Company
629 114 Street E
Tacoma, WA 98445
Except as otherwise specified in the Sales Agreement, all notices or communications are deemed to have been duly given: (a) on the date of receipt if delivered personally; (b) on the date of transmission if delivered by facsimile or electronic computer mail; (c) one day after pickup by courier if delivered by courier; or (d) five days after mailing if delivered by the postal service. Either party may change its address by notice to the other party.
The terms of the Sales Agreement that by their nature are reasonably intended by the parties to survive its expiration or earlier termination, survive the expiration or termination of the Sales Agreement.
Updated May 4, 2016 Law Office of McGinnis and Gallant, prepared by Luke A. McGinnis-Phillips