Terms of Sale

Applicability

• (a) These terms of sale (these "Terms") are the only terms that govern the sale of the goods ("Goods") by WorkWise Compliance Inc., a Delaware corporation ("Seller"), to the buyer the (the “Buyer”) named on the purchase order accompanying or referencing these Terms, including all purchases through our site or other transactions for the sale of goods or services carried out through workwisecompliance.com (the "Sales Confirmation"). The entire agreement between the parties is comprised of the Sales Confirmation, these Terms (collectively, this "Agreement"), the Company’s Website Terms of Use found at (workwisecompliance.com/terms-of-sale), and the Company’s Privacy Policy (workwisecompliance.com/privacy-policy-cookie-restriction-mode), and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.
• (b) These Terms prevail over any of Buyer’s general terms and conditions of purchase, regardless of whether or when the Buyer has submitted its purchase order or such terms. Fulfillment of the Buyer’s order does not constitute acceptance of Buyer's terms and conditions and does not serve to modify or amend these Terms.

Returns & Cancellation Policy – Individual Posters

• If a Purchaser decides to cancel a labor law poster within thirty days of purchase, Supplier will issue Purchaser a full refund of any amounts already paid for such orders.

Delivery of goods and performance of services.

• (a) Seller shall deliver the Goods to the Seller’s shipping location (the “Delivery Point”) within a reasonable time after receipt of Buyer's Sales Conformation using Seller's standard methods for packaging and shipping. Seller shall not be liable for any damages, consequential or otherwise, resulting from the failure to deliver the goods by a particular date.
• (b) Seller may, in its sole discretion, without liability or penalty, make partial delivery of Goods to Buyer. Each delivery will constitute a separate sale, and Buyer shall pay for the units delivered whether such delivered is in whole or partial fulfillment of Buyer's Sales Confirmation.
• (c) If Buyer fails to take delivery of any of the Goods on the date fixed pursuant to Seller's notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage, and insurance).

Inspection and rejection of nonconforming goods.

• (a) Buyer shall inspect the Goods within fifteen days of receipt ("Inspection Period"). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Seller. "Nonconforming Goods" means (i) product shipped is different than identified in Buyer's Sales Confirmation; (ii) product's label or packaging incorrectly identifies its contents; or (iii) product has deficiencies in quality.
• (b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller's facility located at 1410 N Westshore Blvd, Ste 510, Tampa, FL 33607 only after receiving the Seller’s authorization to return the Nonconforming Goods. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer's shipment of Nonconforming Goods, ship to Buyer, at Buyer's expense and risk of loss, the replaced Goods to the Delivery Point.
• (c) Buyer acknowledges and agrees that the remedies set forth in (b) above are Buyer's exclusive remedies for the delivery of Nonconforming Goods. Except as provided under (b) above, all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.

Price

• (a) Buyer shall purchase the Goods and Services from Seller at the price (the "Prices") set forth in the Sales Confirmation.
• (b) All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer, and any transportation, freight handling charges, export/import license fee, customs duties and the like, which shall be paid by the Buyer.

Payment terms

• (a) Unless otherwise stated in writing, and except for purchase of Subscriptions, all invoices from the Seller to the Buyer are due within thirty (30) days from the date of the invoice. Buyer shall make all such payments to Seller when due in U.S. dollars.
• (b) Purchase of a Subscription requires pre-payment. You agree to prepay all Subscription fees. If payment fails or is reversed, we may revoke your access to Subscription.
• (c) Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods or performance of any Services and stop Goods in transit if Buyer fails to pay any amounts when due.
• (d) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy, or otherwise.

Limited warranty

• (a) Seller warrants to Buyer that for a period of three months from the date of shipment of the Goods ("Warranty Period"), that such Goods will be free from material defects in material and workmanship. The limited warranty set forth in this paragraph (a) shall not apply if (i) the defect is the result of use or handling of the Goods in a manner, circumstances or purposes other than those approved or instructed by Supplier; or (ii) the goods are misused or abused or there is evidence of tampering, mishandling, neglect, accidental damages, modification or repair without the approval of Supplier.
• (b) EXCEPT FOR THE PRODUCT WARRANTIES SET FORTH IN (A) IN THIS LIMITED WARRANTY SECTION, SELLER MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
• (c) The Seller shall not be liable for a breach of the warranties set forth in (a) of this Limited Warranty section unless: (i) Buyer gives written notice of the defective or non-conforming Goods reasonably described to Seller within fifteen (15) days of the time when Buyer discovers or ought to have discovered the defect; (ii) if applicable, Seller is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in (a) of this Limited Warranty above to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller's place of business at Seller's cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer's claim that the Goods or Services are defective or non-conforming. Additionally, the Seller shall not be liable for a breach of the warranty set forth in (a) of this Limited Warranty section if: (x) Buyer makes any further use of such Goods after giving such notice; (y) the defect arises because Buyer failed to follow Seller's oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Goods; or (z) Buyer alters or repairs such Goods without the prior written consent of Seller.
• (d) Subject to (c) above in this Limited Warranty section, with respect to any such Goods during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller's expense, return such Goods to Seller.
• (e) THE REMEDIES SET FORTH IN (d) ABOVE IN THIS LIMITED WARRANTY SECTION ARE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN (A) OF THIS LIMITED WARRANTY SECTION.

Seller intellectual property indemnification

• (a) Subject to (b) below of this Seller Intellectual Property Indemnification section of this Seller Intellectual Property Indemnification section, if the Goods, or any part of the Goods, becomes, or in Seller's opinion is likely to become, subject to a third party claim that any of the Goods or Buyer's receipt or use thereof infringes any intellectual property right of a third party, the Seller shall, at its sole option and expense, shall either (i) procure the right to continue to use such Good; (ii) replace or modify such Good so that the good supplied becomes non-infringing; or (iii) accept return of such Good and reimburse Buyer for the purchase price, less a charge for reasonable wear and depreciation.
• (b) Seller shall have no liability to Buyer for any action or claim alleging infringement based upon any conduct involving: (i) the use of any good in a manner other than as specified by Seller; (ii) the use of any good in combination with other products, equipment, or devices not supplied by Seller; or (iii) the alteration, modification or customization of any good by any person other than Seller, or by Seller based on Buyer’s specifications or otherwise at Buyer’s direction (regardless of whether such alteration, modification or customization occurs before or after the good is originally shipped by Seller to Buyer).
• (c) ARTICLE XI SETS FORTH SELLER’S ENTIRE LIABILITY AND OBLIGATION AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS. BUYER WAIVES ALL RIGHTS THAT IT MIGHT OTHERWISE BE ENTITLED TO IN CONNECTION WITH THE FOREGOING.

Limitation of liability

• (a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
• (b) IN NO EVENT SHALL SELLER'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 PAID TO SELLER FOR THE GOODS AND SERVICES SOLD HEREUNDER.
• (c) ARTICLE XI SETS FORTH SELLER’S ENTIRE LIABILITY AND OBLIGATION AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS. BUYER WAIVES ALL RIGHTS THAT IT MIGHT OTHERWISE BE ENTITLED TO IN CONNECTION WITH THE FOREGOING.

Notices

• (a) Except as provided otherwise in (b) of this Notices section, all notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (i) upon receipt of the receiving party, and (ii) if the party giving the Notice has complied with the requirements of this Notices section.
• (b) Buyer consents to receiving all information, notices, and communication about a Sales Confirmation and Buyer’s order, including order updates, by email or as a text message (“eNotice”) at the email address or phone number, as applicable, set forth on the Sales Confirmation. If an email or text message is returned as undelivered, Seller may use any other email address or phone number Seller has on record for the Buyer. All eNotices will be deemed received by Buyer when sent by any means set forth above. Buyer may withdraw the foregoing consent to receiving eNotice by emailing Seller at [email protected].