CUSTOMER PURCHASE AGREEMENT
THIS CUSTOMER PURCHASE AGREEMENT ("Agreement") is an agreement between you and Valken that states the terms and conditions under which you may use the Site and receive Valken orders, which includes processing and delivery of product orders.
As used hereunder, “Valken” refers jointly and severally to Valken, Inc., a US corporation, and its branch office, Valken Incorporated located in Canada, and its subsidiary, VE Outdoor B.V. located in the Netherlands with a branch, VE Outdoor Ltd located in the UK.
“You”, “your” and “Customer” refers to the user of the Site and purchaser of Valken products. “B2B Customer” refers to a Customer that operates a business and/or purchases Valken products for resale to end user purchasers. “B2C Customer” refers to a Customer that does not operate a business and/or purchases Valken products for personal use.
Your use of Valken ordering service and the Site constitutes your agreement to the terms and conditions set forth below. If you do not agree with all of the terms and conditions, please do not use the Site or order product from Valken.
If you have any questions about this Agreement, the Site or Valken ordering service, please send us an e-mail: email@example.com.
Placing Orders. Orders for Valken products may be placed via phone, fax, text, email, skype or the Site.
Order and Fulfilment Confirmation. Upon placing an order for Valken products, Valken will email an order confirmation that identifies the product you wish to purchase from Valken. Upon fulfilment, Valken will forward you an fulfilment confirmation that identifies the available product to ship along with the corresponding invoice(s)/cash sale form(s) and shipping and related tracking details for each order.
Purchase Order and Other Terms and Conditions. The invoice/cash sale form delivered with the fulfilment confirmation and the terms and conditions under this Agreement are the full and complete statement of agreement for your use of the Site, Valken ordering services and purchase of Valken products and supersedes any previous or contemporaneous agreements, understandings or communications, whether written or oral, relating to the subject matter. No purchase order or other document or communications issued by a Customer, including B2B Customers, even if the purchase order or other document provides that it takes precedence or requires express acknowledgment, will be effective to contradict, modify, delete from or add to the terms and conditions contained herein and the invoice/cash sale form related to an order. Any express written acknowledgment of a purchase order or other order document required by a Customer will be solely for the purpose of acknowledging its receipt for processing the order.
Minimum Order Quantities. Please contact Valken for minimum order quantities which vary by geographical region.
Process Time. Orders are filled in the order they are received and orders requiring pre-payment will not ship until payment has been received by Valken. We strive to process all orders within one business day from receipt (Monday through Friday, excluding holidays).
Cancellation and Order Change Policy. All sales are final. Once an order has been shipped, no cancellations are possible. Similarly, if you wish to add to your order after it has shipped, such additions shall be treated as a second order incurring additional shipping charges.
Return, Repair and Replacement Policy and Procedures. B2B Customer and B2C Customer return policies and procedures are set forth at: return repair and replacement policy and procedures.
Returns for product purchased directly from Valken. Unless you are a B2C Customer and the governing law provides you with the right to return product and receive a refund, please note, Valken does not offer returns or exchanges. Any product subject to return must be in re-saleable condition, in its original carton, including all packaging materials and accessories.
Returns and exchanges for product purchased directly from a B2B Customer. If you purchased Valken product from a B2B Customer, please contact the B2B Customer directly for their return and exchange policy.
Product Availability. Customer orders or that portion of an order as may be available will be shipped from a single facility. If Valken is unable to ship all of an order from a single facility, Valken will either ship that portion of an order available from the single Valken distribution facility or ship as much of the order as is available from multiple Valken distribution facilities as may be approved in connection with each order or upon establishing your account with Valken. Invoices/cash sale forms will correspond to each shipment, and multiple invoices/cash sale forms will be issued if an order is to be filled by more than one shipment. Valken has no liability for any product that is discontinued, unavailable or out of stock.
Product Warranty. All defective product is subject to the Return, Repair and Replacement Policy and Procedures at here.Third-party product sold by Valken shall be subject to the third-party manufacturer’s warranty terms and conditions made available with the product or otherwise published by the manufacturer. With respect to Valken branded products, Valken provides various warranty periods depending upon the product type, and unless a different warranty period is provided in connection with a specific product set forth at: warranty-terms-and-condition, Valken warrants Valken branded products shall be free from defects in materials or workmanship as follows:
Valken Branded Product Warranty Period from Ship Date
Soft Goods and Clothing 30 days
Markers 90 days
Airsoft guns 90 days
Airguns 90 days
Marker Parts and Accessories 30 days
Airsoft Parts and Accessories 30 days
Air Systems 60 days
Optics 60 days
Paintballs, Airsoft and Airgun Ammo 7 days
Consumable items (Green Gas, Disposable CO2, etc) 7 days
Batteries 30 days
Electronic Items 30 days
Airsoft Eye Protection 60 days
Paintball Goggles & Lenses 60 days
During the warranty periods set forth above, Valken will repair or replace applicable defective products, at Valken’s option, without charge to you, subject to the Return, Repair and Replacement Policy and Procedures here.
Warranty-related Shipping. (i) Shipping fees incurred by B2B Customers in connection with returns or repairs for under-warranty service will be paid by you. (ii) Shipping fees incurred by B2C Customers in connection with returns or repairs for under-warranty service will be paid by Valken.
Warranty Conditions. The above Product Warranty extends only to the original end user purchaser, and is subject to the warranty disclaimers and the limitation of liability provisions set forth under the WARRANTY DISCLAIMER and LIMITATION OF LIABILITY sections below and the Product Warranty covers only normal use of the products. Valken shall not be liable under the foregoing Product Warranty if any damage or defect results from: (a) misuse, abuse, neglect or improper shipping; (b) disasters, such as fire or flood; (c) service or alteration by anyone other than an authorized Valken repair agent; or (d) damages incurred through irresponsible use or other non-recommended practices.
Repackaging and Rebranding. “Repackaging” or “rebranding” of Valken products is not allowed. All products must be sold in the original packaging. Alteration or removal of exterior packaging, interior packaging, or documentation is also not allowed.
Shipping. Unless otherwise requested, all orders will be shipped using freight carriers selected by Valken. Requests for air, or special truck handling may be arranged in advance. Requests for RUSH or overnight orders will be honored whenever possible. Additional costs, resulting from requested special handling or order processing are the responsibility of the Customer. Valken does not guarantee same day shipping, or the performance of any contracted freight carrier.
Freight Terms. All shipping charges are the responsibility of the Customer and all prices for products are exclusive of shipping charges. All products are sold F.O.B. Valken.
Risk of Loss. All orders are made pursuant to a shipment contract meaning that the risk of loss and title for such orders pass to you upon Valken’s delivery of the order to a shipment carrier. We encourage you to use the tracking information supplied in connection with the fulfilment confirmation and the Valken Site to track and retrieve shipments promptly.
Payment Terms. B2C Customer orders require pre-payment. B2B Customer orders either require pre-payment or may be shipped on a COD (cash on delivery) basis as established by Valken for each B2B Customer’s account. ANY OTHER PAYMENT TERMS FOR A B2B CUSTOMER SHALL BE SUBJECT TO THE INVOICE/CASH SALE FORM AND THE UNCONDITIONAL PERSONAL GUARANTEE OF THE PARTY ACCESSING THE SITE AND/OR PLACING THE ORDER FOR PRODUCT ON BEHALF OF THE B2B CUSTOMER.
Taxes. Any taxes applicable to the products furnished hereunder are not included in the price specified and shall be paid by Customer when due.
Payment Means. The preferred means of payment is via ACH (automated clearing house), BACS (bankers’ automated clearing services), Faster Payments and International Payments Service, although Valken will also accept payment via credit card, paypal, check and wire transfer. Subject to applicable law, Valken reserves the right to charge you all fees and costs realized by Valken to process paypal, credit card, or wire transfer transactions.
Unpaid Balance. Any unpaid balance shall be subject to a service charge of 1.25% per month, or the maximum permitted by applicable law, whichever is less.
NSF/Returned Checks. A Service charge of $40.00 USD (or foreign currency equivalent) will be charged on any returned checks. If two checks are returned for any reason, the account will be placed on prepay or cash only basis.
Costs of Collection. If a B2B Customer fails to pay any amount when due, the B2B Customer will reimburse Valken on demand for the full amount of any costs or expenses including, without limitation, solicitor’s or attorney’s fees and disbursements, incurred by Valken in the collection of such overdue amounts whether resulting from litigation or otherwise.
OTHER TERMS& CONDITIONS
Electronic Communications. By providing your email to Valken you consent to receive communications from us electronically. Valken may send occasional emails about changes to its Site, ordering service or special product offers. If you would like to opt-out of receiving such emails, please send us an email stating that you do not wish to receive promotional communications. If you do opt-out, you will continue to receive non-promotional communications regarding the status of your orders or your account.
License and Proprietary Rights, Copyright and Ownership. All Site content, design, text, graphics, and interfaces; the collection, selection, and arrangement thereof; and all software are the property of, or duly licensed to, Valken. Valken consents that you may view, electronically copy, and print in hard copy portions of this Site for the sole purpose of placing an order with Valken. Any other use of materials on this Site, including modification, distribution, or reproduction for purposes other than those noted above, without the prior written permission of Valken, is strictly prohibited. You acknowledge that Valken and/or third-party providers remain the owners of such material and that you do not acquire any ownership or other rights by downloading copyrighted material. Valken reserves the right to revoke the foregoing consent at any time, and your use shall be discontinued immediately upon written notice from Valken.
Trademarks. "Valken®," “Valken Sports™”, all Valken logos, and all titles, characters, names and graphics are service marks, trademarks, and/or trade dress of Valken products are proprietary to Valken and are subject to Valken’s Trademark Terms and Conditions located at trademark-terms-and-condtions and may not be used by you for any reason other than as may be permitted under the referenced Trademark Terms and Conditions. All other trademarks, service marks, product names, and company names or logos appearing in or on Valken products and on the Site are the property of their respective owners and you do not acquire any ownership rights in such marks, logos, or names by using this Site or Valken ordering services.
Site Access. You will provide all hardware, equipment and services and be responsible for all telephone, internet and other charges necessary to access Valken and the Site. You agree to comply with all laws applicable to your activities on the Valken Site and with the terms of this Agreement. You hereby represent that you are an adult (18 years or older) and/or have the power and authority to enter into this Agreement and perform your obligations hereunder. You also acknowledge that from time to time Valken or this Site may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Valken may undertake from time to time; or (iii) causes beyond the control of Valken or which are not reasonably foreseeable by Valken.
User Name and Password. Access to your account through the Site is accomplished through the use of a user name and a password that will be issued to you upon registration. You may not provide your password to any other individual (if you are a B2C Customer) or to any other individual party outside of your organization (if you are a B2B Customer). You are solely responsible for any authorized or unauthorized access to your account by any person. You agree to bear all responsibility for the confidentiality of your password and all use or charges incurred in connection with the use of your password. You agree to notify Valken promptly of any unauthorized use of your password and you will remain liable to the greatest extent permitted by law for any use of the Site or Valken ordering services until you notify Valken of the unauthorized use of your password.
Your Account. You are responsible for, and agree to pay promptly, all charges to your account, including applicable taxes and purchases by you or anyone you allow to use your account and password to access Valken. You agree and accept responsibility for keeping all your account information current, including billing and shipping address(es), payment information, telephone number, and email address(es). You can update your account information by contacting us. You agree that you will not provide fraudulent information and that you are solely responsible for any information you provide to Valken, and accept responsibility for all activities that occur under your account or password and for restricting access to your computer. You will comply with all laws applicable to your activities on the Site and with this Agreement.
Acceptable Use Policy. To the greatest extent permitted by law, you are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of Valken ordering services and the Valken Site to: (a) disseminate or transmit unsolicited messages, chain letters, or unsolicited commercial email; (b) disseminate or transmit material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious; (c) disseminate or transmit files, graphics, software, or other material that actually or potentially infringes the copyright, trademark, patent, trade secret, or other intellectual property right of any third-party; (d) create a false identity or otherwise attempt to mislead any person as to the identity or origin of any communication; (e) export, re-export, or permit downloading of any message or content in violation of any export or import law, regulation, or restriction of the United States and its agencies and authorities, or without all required approvals, licenses, or exemptions; (f) interfere with, disrupt, or attempt to gain unauthorized access to other Valken accounts or any other Valken computer network; (g) disseminate or transmit viruses, Trojan horses, or any other malicious code or program; or (h) engage in any other activity deemed by Valken to be in conflict with the spirit or intent of this Agreement.
WARRANTY DISCLAIMER. YOU EXPRESSLY AGREE, EXCEPT AS OTHERWISE PROVIDED HEREUNDER, THAT YOUR USE OF VALKEN ORDERING SERVICES, THE SITE AND ANY PRODUCTS ORDERED HEREUNDER IS ENTIRELY AT YOUR OWN RISK, AND THE VALKEN ORDERING SERVICES, THE SITE, AND ANY PRODUCTS ORDERED HEREUNDER ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, VALKEN DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO VALKEN ORDERING SERVICES, THE SITE AND ANY PRODUCTS ORDERED HEREUNDER. VALKEN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE AVAILABILITY, ACCURACY, OR CONTENT OF ANY INFORMATION, SERVICES, OR PRODUCTS OBTAINED THROUGH THE SITE OR VALKEN ORDERING SERVICES. VALKEN DOES NOT WARRANT THAT THE FUNCTIONS PROVIDED BY THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
LIMITATION OF LIABILITY. NEITHER VALKEN NOR ANY OF ITS DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, REPRESENTATIVES, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, SUPPLIERS OR LICENSORS (COLLECTIVELY, "VALKEN PARTIES") SHALL BE LIABLE FOR COMPENSATORY, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF DATA, INCOME, OR PROFIT; OR LOSS OR DAMAGE TO PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE SITE, VALKEN ORDERING SERVICE, OR ANY PRODUCTS ORDERED HEREUNDER. YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE LIMITED TO PROVIDING YOU WITH A REPAIR OR REPLACEMENT, AT VALKEN’S OPTION, FOR ANY PRODUCT THAT IS RETURNED AND YOUR RIGHT TO DISCONTINUE YOUR USE OF VALKEN ORDERING SERVICE AND TERMINATE THIS AGREEMENT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OR OF IMPLIED WARRANTIES, IN SUCH STATES AND JURISDICTIONS, LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
Lawful Purposes. The material in the Site is provided for lawful purposes only. Valken controls and operates this Site and uses it for its operations in the state of New Jersey, USA. Valken makes no representation that these materials are appropriate or available for use in other locations. If you use the Site from other locations, you are responsible for compliance with applicable local laws. Price and availability information is subject to change without notice.
Indemnification. You agree to defend, indemnify, and hold Valken harmless from any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, and expenses, including attorney's costs and costs, arising in connection with a violation of this Agreement by you or through use of your account.
Termination. This Agreement is effective upon your acceptance of this Agreement in connection with registering or updating your account and/or upon your acceptance of any order under invoice/cash sale form from Valken and this Agreement shall continue in full force and effect until terminated. Valken may suspend or terminate this Agreement or disable access to any portion of the Site at any time for any reason with or without notice to you. You may terminate this Agreement and your account at any time for any reason by delivering notice in the manner provided below, which termination will be effective the day notice is received or such later date specified in the notice. Any order placed by you hereunder prior to such termination will remain subject to the terms and conditions of this Agreement.
Notices. Valken may give notice to you of a change in this Agreement, a change in product availability, product prices, and any other matter through a general posting on the Site, by electronic mail, or by conventional mail to your address. You may give notice to Valken by electronic e-mail: firstname.lastname@example.org.
Entire Agreement. This Agreement and every invoice/cash sale form delivered in connection with an fulfilment confirmation represents your entire agreement with Valken regarding the use of Valken ordering services, use of the Site and any products ordered hereunder. You agree that this Agreement is not intended to confer and does not confer any rights, remedies, liabilities and/or obligations upon any person other than you or any related entity under common control of Customer accessing the Site and/or placing the order. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intention of the parties, and the remainder of this Agreement shall remain in full force and effect. The failure of either party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
Governing Law and Dispute Resolution. For B2C Customers, this Agreement will be governed by the laws of the jurisdiction in which the B2C Customer purchased the product for use from Valken. For B2B Customers, this Agreement will be governed by and construed in accordance with the substantive laws in force in: (i) the State of New Jersey, if an order is to be delivered in the United States, Canada, or Mexico; (ii) Japan, if an order it to be delivered in Japan; (iii) Singapore, if an order is to be delivered in a member state of the Association of Southeast Asian Nations, Mainland China, Hong Kong S.A.R., Macau S.A.R., Taiwan, or the Republic of Korea; or (iv) England and Wales, if an order is to be delivered in any jurisdiction not described above. Any controversy or claim arising out of or relating to this Agreement or the alleged breach thereof or products ordered hereunder shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The arbitration will be heard by three (3) arbitrators if the amount in controversy exceeds $100,000 USD or by one (1) arbitrator if the amount in controversy is less than $100,000 USD (or the foreign currency equivalent). The place of arbitration shall be: (a) Gloucester County, New Jersey, USA, if the laws of the State of New Jersey are applicable; (b) Tokyo, Japan, if the laws of Japan are applicable; (c) Singapore, Singapore, if the laws of Singapore are applicable, or (d) London, England, if the laws of England and Wales are applicable. The language of the arbitration shall be English and the party losing the arbitration shall be responsible to pay the other party for all reasonable arbitration costs and expenses realized by the prevailing party in bringing or defending the arbitration. The arbitrators shall render a decision within forty-five (45) days of the first meeting with the parties. Insofar as the parties legally may do so, they agree to be bound by the decision of the arbitrator. Notwithstanding any dispute under this Agreement, whether before or during arbitration, you agree to make all payments as required by this Agreement for any and all undisputed monies as may be due. This Agreement will not be governed by the following, the application of which is hereby expressly excluded: (y) the conflict of law rules of any jurisdiction, and (z) the United Nations Convention on Contracts for the International Sale of Goods.
Third-Party Beneficiaries. The provisions of this Agreement are for the benefit of Valken Parties, and each shall have the right to assert and enforce the provisions directly on their own behalf. This Agreement and all obligations and restrictions placed upon you or your permitted users by this Agreement shall survive termination of this Agreement and your account with Valken.
Amendment. Valken may amend this Agreement at any time by posting the amended terms on the Site. All amended terms shall automatically be effective seven (7) days after they are initially posted on the Site. By using this Site and the Valken ordering services after the effective date of any such amendment, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then-current Agreement to which you are bound. This Agreement was last revised on January 8, 2017.