ROYAL REBEL ENTERTAINMENT  PURCHASE AGREEMENT

 

This PURCHASE AGREEMENT is between Royal Rebel Entertainment (“Company”) and  (“Customer”) and is effective as of the date Customer signs/confirms the Purchase Order  (the “Effective Date”).

The terms below will govern the sale of merchandise relating to Merchandise(“Merchandise”) by Name of Artist and/or other Artist entity([collectively, ]“Artist”) to Name of Customer(“Customer”), for sales .

Products. Company will deliver the products (the “Products”) to Customer as described on the purchase order attached to or referencing this agreement (the “Purchase Order”). If any delivery fails to conform with the Purchase Order, Customer must notify Company of the nonconformance within 5 days of the delivery, and Company’s sole liability will be to replace the returned Products with conforming Products such that the Purchase Order is properly filled. Otherwise, Customer will not have a right of return and/or refund. Except as otherwise set forth in the Purchase Order, THE PRODUCTS ARE PROVIDED “AS-IS,” AND COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES.

 

1. Prices and Payment.

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1.1 Prices. Merchandise prices and minimum order quantities of Merchandise are set forth on Purchase Order. Artist may change prices on site with no prior notice to Customer.

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1.2 Purchase Orders. Customer must submit digital purchase orders for the Merchandise.All orders are processed subject to availability.

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1.3 Payment. Customer will complete payment at the time of  request in full. Any defaults on payment will lead to cancellation.

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2. Shipping. Customer will be responsible for all Merchandise shipping and handling expenses, including (if applicable), customs clearance, import/export fees, freight risks and insurance. Customer must notify Artist of any claimed shipping error or damage within time limit to notify of error or damage [five (5) days]of receipt of Merchandise. Customer’s failure to give such notice within that five-day period shall be deemed a waiver of Customer's claim for incorrect or damaged shipments.

Shipping; Risk of Loss. If Company is shipping any Products, shipment will be made to the shipping address on the Purchase Order with shipping costs payable by Customer. OTHERWISE, RISK OF LOSS OF THE PRODUCTS PASSES TO CUSTOMER UPON DELIVERY.

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3. Returns. Within 10 days of Customer’s receipt of Merchandise, Customer may return (i) Merchandise that does not conform to Artist’s product specifications or (ii), Merchandise damaged or shipped incorrectly if notice of condition is given within Time limit to notify of error or damage [five (5) days] of receiving the merchandise. Returns will be credited to Customer’s account or replaced. Customer may return any originally sealed Merchandise item(s) in original condition , which means originally sealed condition, to Artist for a full refund of the invoice price of such Merchandise item(s) or for credit within 10 days of Merchandise arrival date. CUSTOMER SHALL BEAR THE COST OF SHIPPING, HANDLING AND INSURANCE FOR RETURNED MERCHANDISE.

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4. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, Artist MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANDISE. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY Artist. IN NO EVENT SHALL ARTIST BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

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5. Miscellaneous.

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5.2 Governing Law; Dispute Resolution. This agreement shall be governed by Governing State Law [New York] law. Any dispute arising from this agreement shall first be addressed by the parties through informal dispute resolution procedures conducted in good faith. If the parties do not resolve the dispute within thirty days of the date of the first dispute resolution meeting, the parties agree to mediate the dispute in a mutually agreed-upon place with a mutually agreed-upon mediator, the costs of which shall be borne equally by the parties. In the event the dispute is not resolved through mediation, the dispute shall be settled by binding arbitration before a single arbitrator in Brooklyn [Brooklyn, New York] in accordance of the rules of the American Arbitration Association, and the parties agree that judgment upon the award rendered by the arbitrator shall be entered in a court of competent jurisdiction sitting in Brooklyn[Brooklyn, New York].

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(a) Limitation of Liability.

NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR (a) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES; or (b) EXEMPLARY OR PUNITIVE DAMAGES. IN ADDITION, COMPANY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE THE CHARGES FOR THE PURCHASE ORDER(S) TO WHICH THE LIABILITY RELATES. FOR THE PURPOSES OF THE FOREGOING, “LIABILITY” MEANS ANY LIABILITY, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, EXCEPT FOR A PARTY’S DEFENSE AND INDEMNITY OBLIGATION UNDER THIS AGREEMENT.

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(b) Defense and Indemnity. Each party will defend and indemnify the other party and its affiliates, directors, officers, and employees against any liabilities and reasonable related costs (including legal fees) incurred in connection with any third party claim (including a government agency action) to the extent arising from the party’s negligence, willful misconduct, or violation of applicable law.

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6. Other Provisions.

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(a) Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

(b) Transfer of Agreement. Neither party may transfer this agreement or any Purchase Order, except that either party may transfer all or any part of this agreement or a Purchase Order to (a) an Affiliate; or (b) a third party in connection with a merger or sale of substantially all the party’s assets. An “Affiliate” is an entity that is controlled by, in common control with, or controlling a party.

(c) Entire Agreement; Amendments and Waiver; Severability. This agreement, together with the Purchase Order, sets out all the terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty except those expressly set out in this agreement. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this agreement, and neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this agreement. If any term (or part of a term) of this agreement is invalid, illegal or unenforceable, the rest of this agreement will remain in effect.

(d) Order of Precedence. The terms of the Purchase Order will take precedence over conflicting terms of this agreement to the extent of the subject matter of the Purchase Order.

(e) Governing Law; Venue. All claims arising out of or related to this agreement will be governed by Florida law excluding such State’s conflict of laws rules and will be litigated exclusively in the county or federal district/division of Company’s address for notice.

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1. Notices. Notices under this agreement are only effective when delivered in writing via certified mail or overnight delivery to the address for a party listed on thePurchase Order and with a copy to the email listed on the Purchase Order, if any.

2. Signatures. The parties may execute the Purchase Order using electronic signatures, electronic copies, and counterparts. For purposes of this Agreement, electronic confirmation shall have the same force and effect as an original signature.