Playability Toys | Nurture Smart™ General Terms and Conditions for Sale of Products
General Terms and Conditions of Sale
These General Terms and Conditions for Sale of Products (“Sales Terms”) apply to the sale of PlayAbility Toys, LLC (“Company”) & Nurture Smart™ products (“Products”) to customer (“Customer”). Company offers to sell Products to Customer, and Company acknowledgment of any purchase order or other Customer document (“Order”) is expressly limited to, and expressly conditioned on Customer acceptance of these Sales Terms. The applicability of terms contained in Customer’s Order is limited to the identification and the quantity of Products ordered.
Company terms and conditions of sale supersede and take precedence over any and all Purchase Order terms and conditions as defined on Customer purchase orders.
Pricing, Freight, Payment, Shipping, Returns
Valid product prices are found on the Company website as of the date PlayAbility Toys processes Customer’s Order unless otherwise specified in writing and authorized by a Company official. For Orders specifying future-dated shipments, PlayAbility Toys has the sole discretion to charge the price in effect on the date of the shipment. Standard payment terms are net 30 days from the PlayAbility Toys invoice date, unless otherwise stated on the invoice. The Customer further agrees that unpaid amounts will be considered in default thirty (30) days from the invoice date, after which an interest charge of 2% per month will be applied to the unpaid balance. The Customer may not make or take any deduction, set-off, or other adjustments without Company prior written approval. If Company pays freight on the order Company may designate the means of transportation and routing. If Customer requires alternative means of shipment, Customer will pay any resulting costs. Lead times are as stated by PlayAbility Toys and Products may be placed on backorder at Company discretion. Where Product availability is limited for any reason, Company may fill orders or otherwise allocate Products in any manner it deems appropriate. Under no circumstances will Company be liable for failure to ship, or for Customer’s failure to receive Products by a certain date. Company may require prepayment of any Order. Any credit extended to Customer is done at Company discretion and subject to Company credit requirements. Customer must keep its account current at all times. Company may withhold shipments, payments, or other benefits, and/or assess late fees and interest on past-due amounts until the account balance is current. Returns are subject to Company applicable return goods policy and require advance Company authorization.
Product Information, Selection, Use, and Marketing
Company may provide Product information, including technical information, specifications, recommendations, literature, and other materials (collectively “Product Information”) for Customer’s convenience in Customer’s selection of Products upon request. The accuracy or completeness of Product Information is not guaranteed and is subject to change without notice. No license under any Company or third-party intellectual property rights is granted or implied with this Product Information. Customer is solely responsible for evaluating and selecting Products and determining whether each Product is fit for a particular purpose and suitable for Customer’s use and method of application. Products are not manufactured to any Customer requirements or specifications unless expressly agreed to in writing by Company.
Company shall not be liable for failure to detect improper use, installation, or maintenance of the Products by the Customer. Products may not be altered in any way.
Products that are sold for Customer’s use or utilization may not be repackaged, resold, or redistributed in any manner without Company prior written consent.
Products that are sold for Customer’s use to resale must explicitly acknowledge and identify the manufacturer as PlayAbility Toys, LLC and explicitly acknowledge and identify PlayAbility Toys or Nurture Smart™ as the brand name respectively in accordance with the product line. PlayAbility Toys, LLC & Nurture Smart™ product names and brand identification must not be altered for the purpose of resale. Customer is expressly prohibited from publishing documents and/or online product pages with brand and manufacturing identification that is not consistent with Company. When marketing the product, the Customer shall be obligated to clearly indicate the manufacture as “Manufactured Exclusively by PlayAbility Toys, LLC” and identify the brand name as PlayAbility Toys or Nurture Smart™ respectively as defined by Company.
Company will manufacture and sell the Products in compliance with the federal, state, and local laws applicable to each Product. Customer will comply with the federal, state, and local laws applicable to the handling, transportation, storage, use, processing, disposal, distribution, sale, and resale of Products. Under no circumstances will either party offer or make any payment or give anything of value to another person or entity where such payment or action would violate an applicable law or regulation, including, but not limited to, any applicable anti-bribery, anti-corruption, or anti-kickback law.
Warranty, Disclaimer, Limited Remedy
Unless a different warranty is expressly specified on the applicable Product Information or Product packaging (in which case such warranty governs), Company warrants that each Product meets Company applicable Product specifications at the time Product is shipped. COMPANY MAKES NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE WHICH DIFFERS FROM SUITABILITY OF USE CLAIMS MADE BY COMPANY.
For warranty claims, Customer’s sole and exclusive remedy is, at Company option, repair or replacement of the nonconforming Product or refund of its purchase price. Company has no obligation under this warranty or liability with respect to Products that are modified or damaged by Customer, including through misapplication, misuse, abuse, accident, neglect, or mishandling. Customer must sign up for the product warranty on the NurtureSmart.org warranty webpage within 30 days of receiving the product (https://www.nurturesmart.org/pages/warranty-and-returns ) and notify Company within 30 days after receipt that it believes a Product is non-conforming and, thereafter, cooperate with Company investigation of such claim; otherwise Customer waives any right or claim with respect to such non-conformance. The foregoing warranty and remedy shall not apply to experimental or developmental Products, which are sold “as is” and without any warranty or suitability for use claim.
Limitation of Liability
Except for the limited remedy above, and except to the extent prohibited by law, Company is not liable for direct, indirect, incidental, special, punitive, or consequential damages (including, but not limited to, lost profits, revenue, business, opportunity, or goodwill) that directly or indirectly arise from or relate to Products, regardless of the legal or equitable theory asserted, including, but not limited to, warranty, contract, negligence, fraud, or strict liability.
Customer is expressly prohibited from exporting Product outside of the country unless otherwise authorized in writing. If Company authorizes Customer in writing to export Products, Customer (a) assumes all responsibility and warranty claims for such Products, (b) will comply with all laws and regulations relating to the export and sale of Products outside the U.S., and (c) will adhere to all applicable Company policies and procedures relating to the export of Products as a condition to purchase and export.
Customer may cancel an Order only with Company written consent. In the event of an approved cancellation, and where Company has incurred costs and expenses that cannot reasonably be recovered through sale of the Products to another person or entity, Customer will reimburse Company for all such costs and expenses, which may include costs of related raw materials, packaging, and other items dedicated to Products. Company may cancel a Customer Order without obligation or liability upon notice to Customer.
Product prices do not include any applicable taxes, tariffs, duties, fees, or charges of any type imposed by any governmental authority (“Transfer Taxes”). Transfer Taxes will be separately itemized on Company invoice and Customer will be liable for the entire amount. Company will not collect or remit any Transfer Taxes for which Customer provides a valid tax exemption certificate.
Effect of Other Agreements, Terms
Where Company and Customer have a specific agreement for the sale or supply of Products or an individual Company business unit has issued specific terms and conditions for specific products, that agreement or the business unit specific terms and conditions (collectively “PlayAbility Toys Agreement Terms”) will control, as to these Sales Terms, to the extent that the PlayAbility Toys Agreement Terms are in addition to or conflict with these Sales Terms.
By ordering Product using the Company order systems, Customer agrees to be bound by all terms and conditions, program requirements, and other policies set forth in the applicable Terms and Conditions of Sale and Company product order systems.
Questions about the Terms of Sale should be sent to us at Support@NurtureSmart.Org.