Terms of service

By purchasing from this website you are hereby accepting the terms and conditions of sale outlined below. 

 

1. Agreement. These terms and conditions, together with the purchase and any other documents specifically adopted by referenced, constitute the entire agreement (the “Agreement”) between ShortSide LLC (the “Seller”) and you (the “Buyer”). All sales to Buyer are expressly conditioned on Buyer’s assent to the terms of this Agreement. This Agreement constitutes the parties’ entire contractual agreement and supersedes any previous oral or written representations, including but not limited to provisions in Seller’s quotations, proposals, acknowledgments, or other documents. No course of dealing or usage of trade shall be applicable unless expressly incorporated in this Agreement. The terms of this Agreement may not be varied or modified in any manner, unless in a subsequent writing signed by an authorized representative of both parties. 
2. Sales Prices. Prices on the goods are as specified in the purchase.
3. Minimum Order. There may be a minimum order requirement at Seller’s discretion.
4. Payment. Standard price terms are net 30 days unless otherwise specifically indicated in the purchase. All payments made after the due date shall be subject to a service charge of 1.5% per month based on the outstanding balance due. Buyer’s failure to make payment when due may justify suspension of performance by Seller of any other Purchase Orders.
5. Cancellations. Buyer may not change a purchase without the written consent of Seller. If Buyer desires to cancel or change a Purchase, Buyer must deliver a written request to Seller.
6. Security Interest. To secure the payment of the amount due to Seller, Buyer grants to Seller a security interest in all goods sold to Buyer under the Purchase, including all proceeds therefrom. Buyer authorizes Seller to perfect its security interest through a  defaults in payment, becomes insolvent or Seller reasonably believes that the Buyer will default, Seller shall have all rights and remedies available to it as a secured creditor under the Uniform Commercial Code or any other applicable law, including the right to take possession of the goods and Buyer agrees to facilitate and cooperate. 
7. Delivery and Risk of Loss. All shipments under the Purchase are F.O.B. Seller’s shipping location, and all risk of loss shall pass to Buyer at that time regardless of the method of shipment that may be elected by Buyer.
8. Force Majeure. Seller will not be liable for delay in the performance of its obligations under the Purchase, or for any damages suffered by Buyer due to such delay, if the delay is, directly or indirectly, caused by fire, flood, accident, civil unrest, act of God, government interference, labor strike, shortage of materials, or any other cause beyond Seller’s control.
9. Materials. The Purchase is conditional upon Seller’s ability to obtain the necessary materials at a reasonable price, and all shipments under the Purchase are subject to Seller’s supply schedules and any government regulations, orders, directives, and restrictions that may be in effect.
10. Nonconforming Goods. Buyer shall inspect all of the goods upon tender and delivery, and should any goods be nonconforming goods, Buyer must notify Seller, in writing, within ten (10) calendar days of Seller’s tender and delivery of the goods, and Buyer must describe the nature of such nonconformity. Seller shall have the right and option to replace or repair any nonconforming goods. The failure of the Buyer to notify Seller in writing that the goods are nonconforming within ten (10) days of Seller’s tender and delivery of the goods, shall constitute acceptance of the goods and Buyer shall be liable to Seller for the total Purchase price. 
11. Limitations on Damages. Seller shall not be liable to Buyer for any lost profits, economic loss of Buyer, or for any direct, indirect, special, consequential, incidental or other similar damages arising out of any breach of this Agreement by the Seller, any obligations of Seller pursuant to this Agreement or the failure of the goods to perform in any particular manner. Except for intentional wrongdoing, fraud or criminal conduct, the obligations of the parties under any Purchase with Seller shall not constitute the personal obligations of the Sellers owners, directors, officers, employees, consultants, agents or the like. 
12.  Warranties. Seller warrants that the goods supplied pursuant to the Purchase shall conform to the description therein stated and shall be free from defects in material or workmanship. Seller disclaims all other warranties, express or implied, oral or written, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose.
13. Special Orders. If any goods are manufactured by Seller to meet Buyer’s particular specifications or requirements, Buyer shall indemnify and hold Seller harmless from any and all claims arising from the purchase, use, or sale of the special ordered goods, and from any related costs, attorneys’ fees, expenses or liabilities incurred by Seller therefrom.
14. Governing Law. The Purchase, this Agreement and the transaction shall be subject to, construed under and enforced according to the laws of the State of Minnesota, without regard to conflicts of law principles. Any action in regard hereto or arising out of the terms and conditions hereof shall be litigated in the courts in Hennepin County, Minnesota and no other jurisdiction. The undersigned hereby submits to the jurisdiction of Hennepin County, Minnesota. 
15. Remedies. In the event that Buyer is in default or otherwise breaches the Purchase of this Agreement, Seller shall be entitled to pursue any and all remedies, legal or equitable including an action to recover the Purchase price, as well as its costs to enforce the Purchase and/or this Agreement, including, without limitation, attorneys’ fees. In the event that Seller is in default or otherwise breaches the Purchase or this Agreement, the liability of Seller to Buyer for such breach or default shall be limited to the replacement value of the goods under the Purchase which is the sole and exclusive remedy of Buyer for any such breach or default.
16. Waiver and Severability. Sellers shall not be deemed to have waived any rights under this Agreement or the Purchase unless such waiver is given in writing and signed by Seller. No delay or omission on the part of Seller in exercising any right shall operate as a waiver of such right or any other right. 
17. Notices. All notices required under this Agreement shall be given in writing to the other party’s address of record.
18. Assignment. Neither party may assign its interest hereunder unless agreed to in writing by both parties.
19. Miscellaneous. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the parties.

    20. Counterparts. This agreement may be executed in counterparts.