1. REJECTION:

RVeaves objects to and rejects all other Customer terms, in any form, that are different from or additional to these Sales Terms, unless such Customer terms have been explicitly agreed to in writing by RVeaves. In no case shall RVeaves’s act of shipping to Customer be taken as assent to any provision different from or additional to these Sales Terms.

2. ACCEPTANCE BY CUSTOMER:

Customer’s failure to notify RVeaves of cancellation or objection within two (2) business days of receipt of these Sales Terms shall constitute acceptance of RVeaves’s Sales Terms. In any case, Customer’s acceptance of shipment shall constitute acceptance of RVeaves’s Sales Terms in effect on the date of acceptance.

3. PRICE:

All prices are subject to change without notice, and the prices stated in any RVeaves quotation or order acknowledgement, including materials covered by this Agreement shall be adjusted to, and the material shall be invoiced and remitted at, RVeaves’s prices in effect at the time of actual shipment. At its sole discretion, RVeaves may institute surcharges from time to time as it becomes necessary due to material changes in the price of shipping, petroleum costs, micro-ingredients, or other raw materials.

4. DELAYS:

RVeaves shall not be responsible for any delays, including without limitation, delays caused by acts of God, strikes, mechanical breakdown, material shortages, and any condition beyond its control. Shipping dates stated herein or in any Order acknowledgement or invoice are RVeaves’s best estimate, and RVeaves shall be responsible only to use commercially reasonable efforts to complete shipment within 180 days of dates specified subject to extension by reason of delays beyond RVeaves’s control. In the event shipment is delayed, at RVeaves’s discretion, beyond such extended time, Customer shall have the option to cancel without recourse against RVeaves subject to Section 8 hereof.

5. EXCLUSION OF WARRANTIES:

Except as stated in RVeaves’s standard limited warranty OR unless a different warranty is expressly specified on the applicable Product information or Product packaging (in which case such warranty governs), NEITHER RVeaves, NOR ANY PERSON ON RVeaves’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OR PERFORMANCE OF PRODUCTS TO STANDARDS SPECIFIC TO THE COUNTRY OF IMPORT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

6. NO EXTENSION OF WARRANTY:

NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS, ARE EXTENDED BY RVeaves, OR MAY BE EXTENDED BY CUSTOMER, TO ANY THIRD PERSON.

7. LIMITATION OF REMEDY:

If a Product does not conform to RVeaves’s limited warranty, Customer’s sole and exclusive remedy is, at RVeaves’s option, repair or replacement of the nonconforming Product or refund of its purchase price. RVeaves has no obligation under this warranty with respect to Products that are modified or damaged by Customer, including through misapplication, misuse, abuse, installation, accident, mishandling, or neglect, or any Product that has been used with any third-party products, hardware, or product that has not been previously approved in writing by RVeaves. Customer must notify RVeaves within 45 days after receipt of Product that it believes a Product is non-conforming and, thereafter, cooperate with RVeaves’s investigation of such claim, otherwise Customer waives any right or claim with respect to such non-conformance.

8. CANCELLATION AND RETURNS:

Products may be returned to RVeaves only after receipt by Customer of written authorization and shipping instructions from RVeaves. In connection with any authorized return, RVeaves may charge a reasonable restocking fee.

All requests for cancellation must be made in writing by Customer, and orders are not subject to cancellation without the prior written consent of RVeaves. Orders in process or completed at the time Customer’s cancellation request is received by RVeaves are subject to cancellation charges up to the invoice value of the material ordered.

9. LIMITATION OF LIABILITY:

Except for the limited remedy in Section 7 above, and except as prohibited by applicable law, RVeaves is NOT LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (including without limitation lost profits, revenue, business opportunity, or goodwill) that directly or indirectly arise from or relate to the Products, regardless of the legal or equitable theory asserted, including without limitation, warranty, contract, negligence, fraud, or strict liability. IN NO EVENT SHALL RVeaves BE LIABLE FOR ATTORNEYS’ FEES OR COSTS. IN NO EVENT SHALL RVeaves’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS CUSTOMER PAID TO RVeaves PURSUANT TO THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. PAYMENT TERMS:

All payment terms are as stated in the agreement between RVeaves and Customer. RVeaves may, if it has reason to believe that Customer’s ability to perform is in any way impaired, demand assurance and/or, upon written notification to Customer, change payment terms. Accounts not paid in full within the terms of sale stated on RVeaves’s invoice will be assessed a PAST DUE SERVICE CHARGE of 1.5 % PER MONTH of such unpaid balance. In no event shall the SERVICE CHARGE exceed the maximum allowable interest rate established by the law governing same. RVeaves may withhold shipment whenever Customer’s account is past due, or, upon notice to Customer, whenever Customer’s account has reached the maximum credit allowance, as determined by RVeaves in its sole discretion. The discount date of any cash discount terms will be based on the invoice date.

11. INDEMNIFICATION:

Customer (the “Indemnifying Party”) shall indemnify and hold RVeaves (the “Indemnified Party”) harmless from all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees, costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers (collectively, “Losses”) incurred because of or related to: (a) a material breach or non-fulfillment of this Agreement by Indemnifying Party; (b) any negligent or more culpable act or omission of Indemnifying Party in connection with the performance of this Agreement; or (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the acts or omissions of Indemnifying Party.

12. FAIR LABOR STANDARDS ACT:

RVeaves hereby certifies that all Products of its manufacture covered by the Customer’s order are produced and furnished in compliance with regulation of the Child Labor and other provisions of the Fair Labor Standards Act of 1938, as amended, and any regulations or orders issued thereunder.

13. TRANSPORTATION:

RVeaves is not responsible for damage to Products in transit, and all shipments must be inspected carefully upon receipt and any claim for damage filed with the carrier promptly.

14. ENTIRE CONTRACT:

RVeaves’s Sales Terms effective on the date of Customer’s Order shall constitute the entire contract of sale and purchase of the Products sold hereunder (“Agreement”), unless the parties have each signed a separate agreement covering any term or condition contained herein. Where RVeaves and Customer have a specific agreement for the sale or supply of Products or an individual RVeaves business unit has issued specific terms and conditions for specific products, that agreement or the business unit specific terms and conditions (collectively “RVeaves Agreement Terms”) will control, as to these Sales Terms, to the extent that the RVeaves Agreement Terms are in addition to or conflict with these Sales Terms. By ordering Product from RVeaves, Customer agrees to be bound by all terms and conditions, program requirements, and other policies set forth in the applicable RVeaves policies, price pages, order forms, or order systems.

15. ADDITIONAL RECOVERY:

In the event of any proceeding involving a claim or dispute arising under this Agreement, RVeaves shall be entitled to recover, in addition to any remedy awarded in such proceeding, all costs and expenses, including reasonable attorney’s fees, incurred by RVeaves in such proceeding.

16. GOVERNING LAW, DISPUTE RESOLUTION:

China law, without regard to conflicts of laws principles, shall exclusively govern RVeaves’s sale of Products to Customers. Except where RVeaves files a claim or action to collect unpaid amounts due from Customer, all claims and disputes arising from or relating to these Sales Terms, any Order, or the Products must be resolved exclusively through the following dispute resolution processes in the order listed: (1) good faith negotiations between duly authorized representatives of each party conducted within 90 days of a request for negotiations; (2) if good faith negotiations do not resolve the dispute, the parties will engage in non-binding mediation before a neutral mediator jointly selected and paid for by the parties within 120 days of a request for mediation at a location acceptable to both parties; and (3) as a last resort, litigation.

17. EXPORT/IMPORT COMPLIANCE:

Customer shall comply with all Export/Import Laws that apply to its purchase, export, import, use, or transfer of any Product.

18. TOOLING:

All tooling and equipment used to manufacture the Products (“Tooling”) is owned by RVeaves. Customer has no right, title, or interest in or to any of the Tooling.

19. INCORPORATION OF TERMS AND FUTURE CHANGES:

All shipments are subject to these Sales Terms. The current version of these Sales Terms supersedes all previous Terms and Conditions issued by RVeaves. RVeaves reserves the right to unilaterally modify or amend any term or condition of this Agreement at any time without prior notice. Any failure to enforce or apply a term or provision of this Agreement shall not constitute a waiver of that term or provision by RVeaves and shall not diminish or impair RVeaves’s right to enforce such term or provision in the future. If one or more provisions of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be so affected or impaired.

These Terms of Service and any separate agreements whereby we provide you Services shallbe governed by and construed in accordance with the laws of UK.

COOBUY LIMITED

Centenary Way, Manchester, Greater Manchester, England, M50 1RF

In the event of any concerns or complaints especially for possible violation of intellectual property rights,please send us an email at IP@whosebilling.com.