Sourcingflow – Terms of Sale
This Agreement contains the terms and conditions (the “Terms of Sale”) that apply to a customer’s (“Customer,” “you,” or “your”) purchase through Sourcingflow, LLC (“Sourcingflow”) from the third party seller listed on the Order (defined below) (the “Supplier”) of products for sale on https://www.tryflume.ai/ (the “Website”). These Terms of Sale are effective as of the date of Customer’s purchase of a product from the Website (the “Effective Date”).
By clicking “I AGREE,” signing an invoice, order form, or other ordering document (each, an “Order”) referencing this agreement, or otherwise purchasing a product from the Website, you agree to be bound by and accept these Terms of Sale. By accepting these Terms of Sale, you also agree to be bound by Flume Inc.’s Terms of Service, the current version of which is available at: https://app.termly.io/policy-viewer/policy.html?policyUUID=095f4bdf-5c2b-4f60-a298-bda081d4f212. Each party expressly agrees that these Terms of Sale are legally binding upon it.
1. Site Content and Product Descriptions. Sourcingflow does not accept liability for any errors or omissions contained on the Website, including any product display page for any product listed for sale on the Website. Sourcingflow reserves the right to change information, prices, specifications, and descriptions for any products displayed on the Website at any time and without notice and does not warrant that a product description or content on the Website is accurate, complete, reliable, current, or error-free.
2. Payment. Unless otherwise set forth in an order, terms of payment are net 30 days from the invoice date. Sourcingflow and Supplier reserve the right to delay or cancel any delivery or Order by reason of Customer’s creditworthiness or should Customer fail to fulfill any obligation when due. All product purchases shall be deemed irrevocably accepted upon delivery of the product to the address Customer details in an Order. Amounts past due will be subject to a monthly charge at the rate of the lower of (a) one and one-half percent (1.5%) per month or (b) the highest rate of interest permitted by law. If any invoice issued to Customer is not paid within sixty (60) days of the invoice date, notwithstanding any agreement or course of dealing between Sourcingflow and Customer, (i) Orders from Customer will be accepted only on a C.O.D. or cash-with-order basis until credit is reestablished to Sourcingflow’s satisfaction and (ii) Supplier may suspend shipment of any products ordered by Customer.
3. Shipment; Risk of Loss. Except as otherwise set forth in an Order, prices are DAP (Delivered at Place) to Customer’s specified location, and such prices include all freight, handling, and other similar charges; however, they do not include any applicable sales taxes, which will be the sole responsibility of Customer. Sourcingflow is responsible for delivering the goods to Customer at the specified location, and title and risk of loss will pass to Customer upon delivery. Sourcingflow will manage all aspects of shipment as outlined in the Order. In the absence of prior agreement regarding shipping methods, Sourcingflow will select a carrier. Freight charges may be computed based on standard carrier tariffs and may not reflect actual transportation costs. Sourcingflow’s responsibility for any loss or damage ends upon delivery of the products to Customer’s specified location, at which point Customer will assume full responsibility and bear the entire risk of loss or damage to the products. Sourcingflow’s responsibility excludes any claims or damages resulting from improper storage, handling, and/or transportation of products after delivery. Additionally, Customer will incur storage charges if Sourcingflow holds products at Customer’s request pending instructions or rescheduled pickup/delivery.
Cancellations and Charges. No Order may be cancelled, rescheduled, or reconfigured without Sourcingflow’s prior written authorization, and in such event, Customer will be liable to Sourcingflow for any additional costs and expenses incurred by Sourcingflow.
4. Trade Compliance. Customer is subject to and responsible for compliance with the export control and economic sanctions laws of the United States and other applicable jurisdictions. Customer represents and warrants that it is not the subject or target of, and that Customer is not located in a country or territory (including without limitation, North Korea, Cuba, Iran, Syria, and Crimea) that is the subject or target of, economic sanctions of the United States or other applicable jurisdictions. Customer will indemnify and hold Sourcingflow harmless from any loss, cost or damage resulting from Customer’s breach of the provisions of this Section.
5. Security Interest. Sourcingflow hereby reserves a purchase money security interest in all products sold hereunder and all proceeds hereof, in the amount of the purchase price. In the event of default by Customer in any of its obligations to Sourcingflow, Sourcingflow will have the right to repossess the products sold hereunder without liability to Customer. These security interests will be satisfied by payment in full. A copy of the invoice may be filed with appropriate authorities at any time as a financing statement and/or chattel mortgage to perfect Sourcingflow’s security interest. On the request of Sourcingflow, Customer will execute financing statements and other instruments that Sourcingflow may request to perfect Sourcingflow’s security interest.
6. Price Changes. Prices are subject to change by Sourcingflow upon Customer rescheduling or reconfiguration of Orders. Prices are also subject to change in response to increases in manufacturer or vendor costs, whereupon Customer may cancel the undelivered portion of any affected Order by delivering written notice to Sourcingflow prior to the shipment thereof and within ten (10) days of its receipt of notice of the price increase.
7. Term and Termination.
a. Term. These Terms of Sale will commence upon the Effective Date and will continue until full delivery of the products under an Order, unless sooner terminated pursuant to this Section.
b. Termination. Either party may terminate these Terms of Sale, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party:
i. materially breaches these Terms of Sale, and such breach is incapable of cure or, with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of the breach; or
ii. (a) becomes insolvent or admits its inability to pay its debt generally as they become due; (b) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not dismissed or vacated within forty-five (45) days after filing; (c) is dissolved or liquidated or takes any corporate action for such purpose; (d) makes a general assignment for the benefit of creditors; or (e) has a received, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or its business.
c. Effect of Expiration or Termination. Upon expiration or termination of these Terms of Sale for any reason, Customer shall remain liable for all amounts due for products delivered prior to termination, including any unpaid invoices, and shall return any unpaid or undelivered products in their original condition. All rights and obligations of the parties shall cease, except for those provisions that expressly survive termination, including confidentiality obligations and any indemnification responsibilities. Sourcingflow reserves the right to conduct a final accounting to settle any outstanding balances, and Customer agrees to pay any amounts owed as determined by such accounting.
d. Survival. All definitions and the following Sections survive expiration or termination of these Terms of Sale: 5,7.c,7.d, 8.b, 9, and 11.
8. Warranties; Disclaimer.
a. Pass-through Warranties. Sourcingflow agrees to pass through to Customer any warranties provided by the Supplier for the products sold under these Terms of Sale. Such warranties shall be subject to the same terms and conditions as those provided by the Supplier. Sourcingflow makes no independent warranties regarding the products and shall not be liable for any warranty claims other than those expressly passed through from the Supplier.
b. Disclaimer. SOURCINGFLOW EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PRODUCTS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. SOURCINGFLOW DOES NOT AND CANNOT MAKE ANY WARRANTIES REGARDING THE PERFORMANCE OF ANY PRODUCT ONCE IN CUSTOMER’S CONTROL OR THAT IT WILL FUNCTION AS CUSTOMER INTENDED.
9. Limitation of Liability. SOURCINGFLOW’S LIABILITY ARISING OUT OF THESE TERMS OF SALE WILL BE LIMITED TO REFUND OF THE PURCHASE PRICE FOR THE PRODUCT(S) GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL SOURCINGFLOW BE LIABLE TO CUSTOMER FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS BY CUSTOMER OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND, HOWEVER ARISING, WHETHER IN CONNECTION WITH THE FURNISHING OF PRODUCTS HEREUNDER, OR THE PERFORMANCE, USE OF, OR INABILITY TO USE ANY PRODUCTS, OR OTHERWISE, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF ANY SUCH DAMAGES.
10. Delays in Performance. Sourcingflow will not be liable for any failure or delay in its performance, or for any damages suffered by Customer by reason of such failure or delay, when such failure or delay is caused by, or arises in connection with, any fire, flood, accident, riot, earthquake, severe weather, war, act of terror, governmental interference or embargo, strike, shortage of labor, fuel, power, materials or supplies, disease, delay in delivery by Supplier, or any other cause or causes beyond Sourcingflow’s reasonable control. Sourcingflow reserves the right to cancel without liability any Order, the delivery of which is or may be delayed by more than thirty (30) days by reason of any such cause. Sourcingflow reserves the right to allocate products in its sole discretion among customers or potential customers, or defer or delay the shipment of any product, which is in short supply due to any such cause.
11. Miscellaneous.
a. Governing Law; Venue. The rights and obligations of the parties under these Terms of Sale shall not be governed by the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended; rather, these rights and obligations shall be governed in all respects by the laws of the State of California exclusively, as such laws apply to contracts between California residents performed entirely within California. The California state courts of San Francisco, California (or, if there is exclusive federal jurisdiction, the Northern District of California) will have exclusive jurisdiction and venue over any dispute arising out of this agreement and sale, and Customer hereby consents to the jurisdiction of such courts. Customer shall bring action relating to any dispute Customer may have hereunder within one (1) year of the accrual of such dispute.
b. Notice. All required notices shall be sent via email as follows: (a) for Customer, to the email address specified in the Order or associated with Customer’s account on the Website; and (b) for Sourcingflow, to support@tSourcingflow.ai. Notices shall be deemed effective upon receipt, which is defined as the time the email is successfully delivered to the recipient’s email server, unless the sender receives a delivery failure notification.
c. Waiver. The failure of Sourcingflow to enforce at any time any of the provisions of these Terms of Sale, to exercise any election or option provided herein or to require at any time the performance by Customer of any of the provisions herein will not in any way be construed to be a waiver of such provisions. All waivers must be in writing.
d. Remedies. The remedies stated herein are in addition to all other remedies at law or in equity.
e. Assignment. Customer may not assign or delegate these Terms of Sale or its rights or duties hereunder (by operation of law or otherwise) without the prior written consent of Sourcingflow. Sourcingflow may assign these Terms of Sale at any time in connection with a sale of Sourcingflow or its assets or a transfer of its obligations. Any assignment in violation of this Section will be null and void.
f. Order of Precedence. In the event of any conflict between these Terms of Sale, an Order, and Sourcingflow’s Terms of Service, the following order of precedence shall apply: (a) these Terms of Sale shall prevail over any conflicting provisions in an Order and Sourcingflow’s Terms of Service, unless the Order expressly states otherwise; (b) an Order shall prevail over any conflicting provisions in Sourcingflow’s Terms of Service; and (c) Sourcingflow’s Terms of Service shall prevail over any conflicting provisions in any other document or agreement.
g. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms of Sale shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from these Terms of Sale.
h. Severability. If any term or provision of these Terms of Sale is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms of Sale or invalidate or render unenforceable such term or provision in any other jurisdiction.
i. Entire Agreement. These Terms of Sale, together with any Orders and Sourcingflow’s Terms of Service, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and negotiations, whether written or oral, regarding such subject matter. These Terms of Sale may be amended only by a written document signed by both parties that specifically references these Terms of Sale.