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Terms & Conditions
DEFINITIONS. The following terms shall have the following meanings:
“Defective” means a Product which contains a flaw in the materials or workmanship of a Product which negatively impacts in an appreciable manner the performance or appearance of the Product. The patterns of wood grain shall not constitute a defect.
“Deep Cut” shall mean Deep Cut, LLC, a Minnesota limited liability company.
“Delivery Location” shall me the address or location to where the Products ordered pursuant to the Purchase Order were shipped.
“Notice” shall mean any notice, request, consent, claim, demand, waiver or other communication provided or to be provided by any Party to the other Party under these Terms and Conditions.
“Parties” shall mean Deep Cut and/or You
“Product” or “Products” means an item purchased by You from Deep Cut.
“Purchase Order” means the information provided by You to Deep Cut for the purpose of purchasing a Product or Products, including but not limited to any electronic forms which indicated the specific Product or Products ordered, quantity, billing information, and Delivery Location.
“You” means the individual or entity customer purchasing a Product or Products from Deep Cut pursuant to a Purchase Order.
30-Day Return: You may return any Product for any reason within 30 days of its delivery to the Delivery Location. Deep Cut will reimburse You the full Purchase Price for the returned Product under this Section 2.a., provided that the it is timely delivered and that it is either: (A) undamaged; or (B) Defective.
1 Year Warranty Return: You may return any Product within 1 year of its delivery to the Delivery Location for any Product which contains defects in workmanship or its materials as warranted under Section 4. Deep Cut will reimburse You the full Purchase Price for any returned Product under this Section 2.b. provided that it is timely delivered.
Delivery; Timeliness. You are responsible for the cost or returning any Product under this Section 2. Products shall only be deemed timely delivered if they are received by a common carrier, or post-marked by the United States Post Office:
within 30 days of the date that the returned Product was delivered to Your address for returns under Section 2.a; or within 1 year of the date that the returned Product was delivered to Your address for returns under Section 2.b.
DELIVERY; RISK OF LOSS. Deep Cut shall deliver the Products to You through a common carrier to the Delivery Location. The date of delivery may vary. Any delivery date specified on the Purchase Order or otherwise provided to You upon entering into the Purchase Order is solely an estimate and shall not be deemed a guaranteed delivery date or binding representation or warranty. Deep Cut bears all risk of loss or damage to the Products until delivery of the Products by the Common Carrier to the Delivery Location. Seller shall bear the risk of loss of the Products upon the delivery of the Products to the Delivery Location. Confirmation of the delivery of the Products to the Delivery Location shall be provided by Common Carrier. Notwithstanding the above, You will be deemed to have accepted delivery of the Products and waived any right to revoke acceptance if You do not notify Deep Cut in writing within 7 days of the delivery of the Products.
WARRANTIES. Deep Cut warrants to You that, for a period of 1 year from when the Products are delivered to the Delivery Location, they will be: (a) free from any defects in workmanship and material; and (b) fit for their intended purpose. Except as expressly provided herein, DEEP CUT DISCLAIMS ALL OTHER WARRATIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTIBLITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL DEEP CUT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR CLAIMS RELATED TO ANY DAMAGES OR LOSS, INCLUDING INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNATIVE, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBLITY OR LIKELIHOOD OF THE OCCURRENCE OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE, ARISING OUT OF A BREACH OF CONTRACT, TORT (INCLUDING NEGLEGENCE), OR OTHERWISE.
INSTALLATION OF PRODUCTS. Certain Products sold by Deep Cut require installation prior to their use in accordance with instructions provided with the Product. Deep Cut hereby disclaims any and all liability associated with the installation of the Product, including but not limited to: (A) damage caused to walls, paint, wall coverings, flooring, doors, or structures upon which the Product is installed; or (B) any damages or injury caused to You or third-parties by the Product due to improper, unsafe, or failed installation of the Product. You hereby acknowledge the disclaimer under this Section 5. You further waive any and all claims against Deep Cut, and agree to hold Deep Cut harmless, for to damages or injury to You or third Parties which have been disclaimed by Deep Cut under this Section 5.
FORCE MAJEURE. Deep Cut shall be excused from the performance of any obligation under the Purchase Order during and for so long as Deep Cut’s performance is prevented by force majeure event including, but not limited to, acts of God, weather conditions, war, terrorism or other national emergency, any civil disturbance, strikes or labor disputes against Deep Cut or any of its contractors, unavailability of materials, or shortage of materials or labor or transportation facilities, changes in laws or regulations, the orders or directives of any court or government agency, or any other cause beyond Deep Cut’s control.
MODIFICATION. These Terms and Conditions and the Purchase Order constitute the entire agreement between You and Deep Cut and supersede all previous communications, representations or agreements between the parties. The Purchase Order may not be added to, modified, or otherwise altered except by a written instrument executed by Deep Cut and You.
NOTICES. All Notices shall be delivered by email and by personal delivery through a nationally recognized overnight courier (with all fees pre-paid) addressed as follows:
To Deep Cut: 36306 County Road 3, Crosslake, MN 56442
To You: The Delivery Location
Either party may designate a different address to receive Notices by notifying the other party of such different address in accordance with this Section 8. A party shall be deemed to have provided Notice if such party complies with the requirements of this Section 8.
DISPUTE RESOLUTION AND GOVERNING LAW. The Convention on Contracts for the International Sale of Goods (CISG) will not apply to this Agreement. This Agreement will be governed by and construed under the laws of the State of Minnesota.
ASSIGNMENT. You may not assign your rights under Purchase Order and these Terms and Conditions without the prior written consent of Deep Cut or its successors or assigns. Deep Cut is authorized to assign its interest without prior consent of You.
SEVERABILITY. If a court of competent jurisdiction finds any provision of the Purchase Order or these Terms and Conditions to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken, and all other provisions of the Purchase Order and/or these Terms and Conditions in all other respects shall remain valid and enforceable.
NO THIRD-PARTY BENEFICIARIES. The Purchase Order and these Terms and Conditions are for the sole benefit of Deep Cut and You and Deep Cut’s respective successors and assigns. Nothing in the Purchase Order or these Terms and Conditions, express or implied, are intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the terms of the Purchase Order or these Terms and Conditions.
SURVIVAL. Provisions of the Purchase Order or these Terms and Conditions which by their nature should apply beyond their terms will remain in force after any termination or completion of the Purchase Order including, but not limited to, the following provisions: Deliveries and Risk of Loss, Warranties, Dispute Resolution and Governing Law, and No Third-Party Beneficiaries.