|By submitting the Distributor
application, the applicant ("You") agrees to, and is bound by, these Delforms Terms & Conditions ("Terms"). Please read these Terms carefully
and, if you do not agree to these Terms, do not submit your application.
| ||1. Acceptance of Orders. You agree to submit orders to Delforms
from time to time for Delforms products and services. All orders are subject
to acceptance by Delforms, Delforms' order cancellation charges and
restocking fees, as well as these Terms.
| ||2. Prices/Delivery and Payment. Prices are subject to
change without prior notice or obligation. Prices do not include shipping,
handling, applicable sales or other taxes or service charges, all of which
are payable by You. All products are delivered F.O.B. point of shipment.
Subject to credit approval, all invoices are due within thirty (30) days of
date of invoice. You agree to pay a $15.00 late payment fee for each invoice
not paid by such due date, subject to applicable law.
| ||3. Products and Services. Products and services are subject to
modification and discontinuation without prior notice or obligation.
| ||4. Warranty. We guarantee you will be completely satisfied with every Delforms product you purchase.
We'll do what it takes to make it right.
While we take care in the manufacture of such products, it is commercially impossible to detect all errors and imperfections. Therefore, no other warranty is given, and all affirmations, samples or models made or shown are for illustrative purposes only.
THE ABOVE WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL DELFORMS
BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY NATURE OR DESCRIPTION DAMAGES RESULTING FROM ANY USE OR MISUSE OF ANY PRODUCT OR ANY ACT OR OMISSION BY DELFORMS, NOR WILL DELFORMS BE LIABLE FOR ANY BREACH OF WARRANTY
(OR OTHER OBLIGATION BINDING UPON DELFORMS) IN AN AMOUNT GREATER THAN THE PURCHASE PRICE OF THE PRODUCT ACTUALLY PAID TO DELFORMS.
| ||5. Delforms Materials. Nothing contained on these
Terms grant, by implication, estoppel, or otherwise, any license or right to
use any Delforms logos, trademarks, copyrightable materials or other
proprietary materials ("Delforms Materials"). You shall not, directly or
indirectly, undertake or engage in the following practices: (a) use or
otherwise incorporate the word "Deluxe" or "Delforms" or any other Delforms
Materials or variations, misspellings or derivatives thereof in the domain
name of any websites You own or control; (b) make any representations,
either express or implied, or create an appearance or impression, that (i) a
visitor to your web site is visiting Delforms.com or any of our affiliated
company sites (Our Sites), (ii) a visitor to Our Site is visiting your web
site or (iii) Delforms endorses You or your web site or your products and
services (for example, You are agreeing not to "frame" any pages or portions
of deluxeforms.com); (c) purchase, bid, or register for placement of any
Delform or our affiliated companies trademarks (including "Deluxe" and "Delforms"),
or for any variations or deliberate misspellings thereof, within any search
engine or directories; or (d) use predatory advertising methods designed to
generate traffic from websites that do not have approval for the online
promotion of our products or services. Predatory advertising is defined as
any method that creates or overlays links or banners on web sites, spawns
browser windows, or any method invented to generate traffic from a web site
without that web site owner's expressed, written permission.
| ||6. Confidentiality. (a) The parties may from time to time
disclose ("Disclosing Party") confidential information ("Confidential
Information") to the other party ("Recipient") in connection with the
business relationship set forth herein. Recipient agrees to access, use and
disclose the Confidential Information of Disclosing Party only in connection
with fulfilling its obligations under these Terms and for no other purposes,
except that Delforms may access, use and disclose such information to
protect against actual or potential fraud or unauthorized transactions, to
comply with legal requirements or for other purposes permitted by law.
(b) Confidential Information shall not be construed to mean any information
which is: (a) or becomes part of the public domain without violation of this
Section 6; (b) known by Recipient prior to disclosure by Disclosing Party;
(c) rightfully received by Recipient from a third party having the right to
disclose such information; or (d) developed by Recipient independent of
Disclosing Party's otherwise Confidential Information.
| ||7. Indemnity. You agree to defend, indemnify and hold
Delforms and its affiliated companies harmless from and against any and all
liabilities, claims, damages, penalties, causes of action, costs and
expenses (including, without limitation, attorneys' fee) and costs of
litigation) incurred by or asserted against Delforms or any of its
affiliated companies that arise out of or are incidental to your conduct of
business under these Terms or the products or services provided hereunder.
| ||8. Term and Termination. (a) These Terms shall be
effective upon the earlier of Delforms notifying You of your acceptance into
Delforms program or Delforms acceptance of your initial order and shall
expire upon these Terms being terminated by You or Delforms as provided
herein (the "Term").
(b) Either party may at its sole discretion at any time terminate these
Terms with or without cause upon written notice to the other party.
(c) No termination of these Terms shall affect the respective obligations or
rights of the parties accruing hereunder prior to the effective date of such
termination and, in addition, the parties hereby agree that the following
Sections of these Terms shall survive any such termination: Sections 4, 5,
6, 7 and 8(d).
(d) Because these Terms may be terminated by either party at any time, with
or without cause, You acknowledge and agree that (i) there is no commitment
that your relationship with Delforms shall exist for any minimum period and
(ii) all investments and commitments made by You or expenses incurred by You
are done so by You at your own risk and with the understanding that You
shall not look to Delforms to recover or recoup any such investments,
commitments or expenses or any amounts for expected future profits in the
event either You or Delforms terminates these Terms.
| ||9. Miscellaneous (a) These Terms are to be governed,
interpreted and enforced according to the laws of the State of Minnesota,
excluding its laws regarding conflict of laws. You agree that any dispute
arising hereunder shall be subject to the exclusive jurisdiction of the
courts of Minnesota, including the United States District Court for the
District of Minnesota and the parties hereby agree to subject themselves to
the jurisdiction of such courts. The prevailing party in any litigation
shall be entitled to reimbursement of its attorneys' fees.
(b) This Agreement does not make or imply that either party is the employee,
agent or legal representative of the other for any purpose whatsoever.
Neither party is granted any right or authority to assume or to create any
obligation or responsibility, express or implied, on behalf of or in the
name of the other party. In fulfilling its obligations hereunder, each party
shall be acting as an independent contractor only.
(c) You shall not, directly or indirectly, without Delforms' prior written
consent, assign or transfer these Terms (by operation of law or otherwise).
These Terms shall bind the permitted heirs, executors, administrators,
successors and assigns of both parties.
(d) If any clause of these Terms is declared illegal or invalid, the balance
of these Terms shall remain enforceable, the clauses herein being severable.
No act or failure to act by Delforms hereunder shall constitute a waiver by
Delforms of any term or condition herein. No course of dealing between the
parties will be deemed effective to modify or discharge any rights or
obligations of either party.
(e) Delforms reserves the right to modify these Terms at any time in its
sole discretion by notifying You in writing or electronically at your mail
or email address set forth on the reverse side of these Terms or such other
address as may be contained in Delforms' files for You. If any such
modification is unacceptable to You for any reason, your sole remedy and
recourse shall be to terminate these Terms pursuant to Section 8(b) above.
Except as permitted by this Section 9(e), these Terms may only be modified
by a writing signed by both parties and no purchase orders or other
preprinted forms or electronically displayed terms shall be deemed to modify
or supplement these Terms.
(f) These Terms constitute the final and complete agreement between You and
Delforms regarding the subject matter herein and supercedes all prior and
contemporaneous, understandings, agreements and communications, written or
oral, with respect to the subject matter hereof.