Terms of Sale
NOTICE - THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE
AND MAXIMUM CAP ON ANY DAMAGE AWARD.
These Terms of Sale (the "Agreement") constitute a legally binding agreement by and between Coil Wholesalers, LLC (a business domiciled in Texas) d/b/a CoilExpress.com ("CoilExpress" or “Us”) and you or your company (in either case, "You" or "Your") concerning Your purchase and use of Products (the “Products”) from CoilExpress. By purchasing products from CoilExpress, You represent and warrant that You have read and understood, and agree to be bound by, this Agreement.
IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT, DO NOT CLICK TO ACCEPT THESE TERMS AND DO NOT ATTEMPT TO PURCHASE PRODUCTS FROM US.
OUR PRODUCTS ARE SOLD EXCLUSIVELY FOR RESALE AND NOT FOR CONSUMPTION BY OUR CUSTOMERS.
BY PURCHASING PRODUCTS FROM US, YOU REPRESENT AND WARRANT THAT YOU ARE:
- A RETAILER OF VAPE SUPPLIES LAWFULLY OPERATING IN YOUR JURISDICTION
- YOU OR ANYONE ACTING ON BEHALF OF YOUR COMPANY ARE AT LEAST 18 YEARS OLD
- ARE DOMICILED IN THE UNITED STATES, AND OPERATING AS A SOLE PROPRIETOR OR ARE A BUSINESS ENTITY ORGANIZED UNDER STATE STATUTE, AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW.
This Agreement is void where prohibited and you are not authorized to purchase from us in such case.
3. PRODUCT DESCRIPTIONS
CoilExpress attempts to be as accurate as possible in its product descriptions, specifications, availability, and pricing; however, CoilExpress cannot guarantee that product descriptions and/or specifications, pricing or any other content on the Website are absolutely accurate, complete, reliable, current or error-free. Our product photos may at some times not represent the packaging a product will be packaged in - however, product photos will always accurately represent products sold. In the event that information is incorrect due to typographical, informational, photographic, technical or other errors, CoilExpress will not be liable for any loss or discrepancy with accurate data. If a product offered on the Website is not as described, or does not meet your expectations, Your sole remedy is to return the product in accordance with CoilExpress' Return Policy.
4. PAYMENT METHODS
CoilExpress accepts the following credit cards: Visa, MasterCard, American Express, and Discover. CoilExpress accepts debit cards with Visa or MasterCard logos, and we also accept PayPal. CoilExpress may obtain pre-approval from the credit card/debit card company for an amount up to the amount of the order. Billing to Your credit card, or debit card occurs at the point of shipping or shortly thereafter. Please review the Payment Method page on the Website for additional information on payment methods. Further, we accept payments to us facilitated through behalf.com and PayPal Credit - the terms of such payments are governed the respective agreements of those vendors are described in therein, however nothing in said agreements are intended to preempt of circumvent the agreement described herein.
5. SALES TAX
As we are wholesale only, we do not collect sales tax. We require a resale certificate for shipments to Texas. We do not have a nexus in any other states at this time. Should we later establish nexus, we may later require updated resale certificates. You agree to keep your reseller certificates current with us, and to reasonably aid us in providing updated certificates as may be reasonably requested.
All orders placed on the Website are subject to product availability and will be shipped according to CoilExpress' shipping policies. Please review the Shipping Information page on the Website for additional information on shipping times, rates and policies. In the rare event that Your order never arrives, or you do not receive all items paid for (“short-ship”) notification of lost/missing items must be received within 60 days from receipt of the shipping confirmation e-mail.
7. RETURN POLICY
All sales made through the Website are subject to CoilExpress' return policies. For a complete explanation of the return policies, please review the Return Policy page on the Website.
8. CONSENT TO RECEIVE EMAIL
By purchasing products from CoilExpress, You consent to receive periodic email communications from CoilExpress concerning CoilExpress' products and services, including without limitation, order confirmations, updated product information, special deals, and inquiries regarding the quality of our service.
9. PROHIBITED USES OF PRODUCTS
CoilExpress imposes certain restrictions on Your use of the Products. You represent and warrant that YOU are purchasing these items for Resale to consumers within compliance of federal and applicable local law; and You will not, without limitation: (a) provide false, misleading or inaccurate information to CoilExpress; (b) Impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity; (c) Convey the products to any person under the applicable years of age; (d) Purchase, ship, attempt to ship, import into or use the products in any jurisdiction where such use is prohibited.
10. INTELLECTUAL PROPERTY
(a) Trademarks. "CoilExpress.com", (the “CoilExpress Marks") are trademarks or registered trademarks of Coil Wholesalers, LLC. Other trademarks, service marks, graphics, logos and domain names appearing on the Website may be the trademarks of third parties. Neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to, or any license to reproduce or otherwise use, the CoilExpress Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the CoilExpress Marks generated as a result of Your use of the Website and Services will inure to the benefit of Coil Wholesalers, LLC, and You agree to assign, and hereby do assign, all such goodwill to Coil Wholesalers, LLC. You shall not at any time, nor shall You assist others to, challenge Coil Wholesalers, LLC's right, title, or interest in or to, or the validity of, the Coil Express Marks.
(b) Copyrighted Materials; Copyright Notice. The Coil Express Content and other materials available through the Website and Services are either owned by Coil Wholesalers, LLC or are the property Coil Wholesalers, LLC's licensors and suppliers. Except as explicitly provided, neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to any such materials. Copyright © 2016 to the present, Coil Wholesalers, LLC ALL RIGHTS RESERVED.
11. DISCLAIMERS; LIMITATION OF LIABILITY
(a) NO WARRANTIES. CoilExpress, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE PRODUCTS ARE SOLD AND CONVEYED TO YOU "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CoilExpress, ON BEHALF OF ITSELF AND LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS PRODUCTS, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER CoilExpress NOR LICENSORS OR SUPPLIERS WARRANTS THAT THE PRODUCTS WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCTS WILL BE WITHOUT RISK. NEITHER CoilExpress NOR ITS LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER FOR YOUR USE OF PRODUCTS.
(b) YOUR RESPONSIBILITY FOR DAMAGES TO YOU AND YOUR CUSTOMERS. YOU AGREE THAT YOUR PURCHASE AND RESALE OF THE PRODUCTS IS AT YOUR SOLE RISK. YOU WILL NOT HOLD CoilExpress OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY DAMAGE OR HARM OR ECONOMIC LOSS THAT RESULTS FROM YOUR USE (INCLUDING BUT NOT LIMITED TO PURCHASE AND RESALE) OF ANY PRODUCTS, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO YOUR PERSON OR POSSESSIONS OR HARM TO OTHERS OR THEIR PROPERTY.
(c) LIMITATION OF LIABILITY. THE LIABILITY OF CoilExpress AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CoilExpress OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, BODILY INJURY, PAIN OR SUFFERING, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO CoilExpress OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE (INCLUDING PURCHASE AND RESALE) OF THE PRODUCTS. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF CoilExpress AND LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE AGGREGATE PRICE YOU PAID TO CoilExpress DURING THE PRECEDING 12 (TWELVE) MONTH PERIOD PRIOR THE INCIDENT OR INCIDENTS GIVING RISE TO SUCH LIABILITY. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN CoilExpress AND YOU. THE PRODUCTS WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
(d) APPLICATION. THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND CoilExpress OR BETWEEN YOU AND ANY OF CoilExpress' LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. CoilExpress' LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
12. GENERAL REPRESENTATION AND WARRANTY
You represent and warrant that Your use (exclusively for resale) of the Products will be in accordance with this Agreement and any other CoilExpress policies, and with any applicable laws or regulations.
13. INDEMNITY BY YOU
You agree to defend, indemnify and hold harmless CoilExpress and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, assigns, and contractors (collectively, the "CoilExpress Parties") from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, "Claims"), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your use (including purchase and resale) of the Products; (iii) Claims against the CoilExpress Parties by Your customers. The CoilExpress Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the CoilExpress Parties. You may not settle any Claim without the prior written consent of the concerned CoilExpress Parties.
14. GOVERNING LAW; JURISDICTION AND VENUE
This Agreement shall be treated as though it were executed and performed in Collin County, Texas and, subject to the arbitration provisions below, shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE PRODUCTS, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
(a) REQUIREMENT OF ARBITRATION. BY PURCHASING THE PRODUCTS SOLD OR DISTRIBUTED BY CoilExpress OR THROUGH THE WEBSITE, YOU THEREBY AGREE WITH CoilExpress THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND CoilExpress WILL RESOLVE ANY ARBITRAL CLAIM BY BINDING ARBITRATION BY THE JUDICIAL ARBITRATION AND MEDIATION SERVICE (“JAMS”). AS USED IN THIS AGREEMENT, AN "ARBITRAL CLAIM" IS ANY CLAIM OR DISPUTE YOU HAVE AGAINST OR WITH CoilExpress OR THE CoilExpress INDEMNIFIED PARTIES, OR ANY CLAIM CoilExpress HAS AGAINST OR WITH YOU, ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY PRODUCTS OR SERVICES SOLD OR DISTRIBUTED BY CoilExpress OR THROUGH THE WEBSITE, OR ANY ADVERTISING RELATING TO THE WEBSITE OR SERVICES AND SERVICES SOLD AND DISTRIBUTED ON OR THROUGH THE WEBSITE. EXCEPT AS OTHERWISE EXPLICITLY NOTED HEREIN, SUCH ARBITRATION SHALL BE CONDUCTED UNDER THE JAMS STREAMLINED ARBITRATION RULES & PROCEDURES THEN IN EFFECT (THE "STREAMLINED RULES").
(b) WAIVER OF RIGHT TO A JURY TRIAL. BY PURCHASING THE PRODUCTS SOLD OR DISTRIBUTED BY CoilExpress OR THROUGH THE WEBSITE, YOU ALSO AGREE WITH CoilExpress THAT YOU AND CoilExpress HEREBY WAIVE THEIR RIGHT TO A JURY TRIAL FOR ANY ARBITRAL CLAIM. IF FOR ANY REASON THIS AGREEMENT TO ARBITRATE IS HELD NOT TO APPLY TO AN ARBITRAL CLAIM, WHETHER SUCH ARBITRAL CLAIM IS AGAINST YOU, CoilExpress OR THE CoilExpress INDEMNIFIED PARTIES, BOTH YOU AND CoilExpress STILL AGREE TO WAIVE TRIAL BY JURY.
(c) JOINDER OF CLAIMS. BY PURCHASING THE PRODUCTS SOLD OR DISTRIBUTED BY CoilExpress OR THROUGH THE WEBSITE, YOU ARE FURTHER AGREEING WITH CoilExpress THAT NEITHER YOU NOR CoilExpress WILL JOIN ANY ARBITRAL CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY IN A LAWSUIT, ARBITRATION OR OTHER PROCEEDING; THAT NO ARBITRAL CLAIM WILL BE RESOLVED ON A CLASS-WIDE BASIS; AND THAT NEITHER YOU NOR CoilExpress WILL ASSERT AN ARBITRAL CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE.
(d) NO EFFECT ON SUBSTANTIVE RIGHTS. THIS AGREEMENT TO ARBITRATE DOES NOT CHANGE YOUR OR CoilExpress' SUBSTANTIVE RIGHTS, JUST THE POTENTIAL FORUMS FOR RESOLVING DISPUTES. IN ADDITION, YOU CAN STILL BRING ANY ISSUES YOU MAY HAVE CONCERNING THIS AGREEMENT, THE PRODUCTS SOLD OR DISTRIBUTED BY CoilExpress OR THROUGH THE WEBSITE TO THE ATTENTION OF FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCIES, AND THEY CAN STILL, IF THE LAW ALLOWS, SEEK RELIEF AGAINST CoilExpress AND THE CoilExpress INDEMNIFIED PARTIES OR ON YOUR BEHALF.
(e) FINALITY, APPLICATION OF ARBITRATION AWARD. ANY ARBITRATION AWARD MADE AFTER COMPLETION OF AN ARBITRATION IS FINAL. AN AWARD AND ANY JUDGMENT CONFIRMING IT ONLY APPLIES TO THE ARBITRATION IN WHICH IT WAS AWARDED AND CANNOT BE USED IN ANY OTHER CASE EXCEPT TO ENFORCE THE AWARD ITSELF.
(f) Interpretation. This agreement to arbitrate will be governed by and interpreted under the Federal Arbitration Act, 9 U.S.C. Sections 1-16. In rendering an award, the arbitrator shall apply the substantive and procedural law of the State of Texas, without regard to its choice of laws principles. The arbitrator shall not have any power to alter, amend, modify or change any of the terms of this Agreement, nor to grant any remedy that is either prohibited by the terms of this Agreement or not available in a court of law.
(g) Hearings; Fees and Costs. Either party may demand that any required arbitration hearing or hearings be conducted other than in person, even if the Streamlined Rules would otherwise have provided for an in-person hearing. Any required hearing fees and costs shall be paid by the parties as required by the Streamlined Rules. CoilExpress will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, CoilExpress will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
(h) Remedies in Aid of Arbitration; Equitable Relief. This agreement to arbitrate will not preclude either you or CoilExpress from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING "EQUITABLE RELIEF" WILL BE THE FEDERAL AND STATE COURTS LOCATED IN COLLIN COUNTY, TEXAS; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.
(i) Information. Information on JAMS may be obtained at any office of JAMS, online at http://www.jamsadr.com/, or by mail at 8401 N. Central Expressway, Suite 610, Dallas, TX 75225.
(a) Termination; Survival. Either party may terminate this Agreement and its rights hereunder at any time, for any or no reason at all, by providing to the other party notice of its intention to do so in accordance with this Agreement. This Agreement shall automatically terminate in the event that You breach any of this Agreement's representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by CoilExpress. Upon termination, all rights (including the right to purchase products from us), licenses and obligations created by this Agreement will terminate, except that 1-7, 13-19 will survive any termination of this Agreement
(b) Effect of Termination. Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website. Subsequent to termination, CoilExpress reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website and Services, including without limitation technological barriers such as IP blocking and direct contact with Your Internet Service Provider.
(c) Legal Action. If CoilExpress, in CoilExpress's discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, CoilExpress will be entitled to recover from You as part of such legal action, and You agree to pay, CoilExpress's reasonable costs and attorneys' fees incurred as a result of such legal action. CoilExpress Parties will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement.
All notices required or permitted to be given under this Agreement must be in writing. CoilExpress shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to CoilExpress. You agree that any notice received from CoilExpress electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH CoilExpress IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY CoilExpress OF AN EMAIL TO THAT ADDRESS. You shall give any notice to CoilExpress by means of: (1) fax at: 855.565.5659; or (2) U.S. mail, postage prepaid, to Coil Wholesalers LLC, 2500 Dallas Parkway, Suite 510 - Plano, TX 75034; or (iii) email to: email@example.com. Notice to CoilExpress shall be effective upon receipt of notice by CoilExpress.
This Agreement constitutes the entire agreement between CoilExpress and You concerning Your purchase and use (for resale) of the Products. This Agreement and any other written agreements executed between You and CoilExpress constitute the entire agreement concerning Your purchase and use of the Products. This Agreement may only be modified by a written amendment signed by an authorized executive of CoilExpress or by the unilateral amendment of this Agreement by CoilExpress and by the posting by CoilExpress of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of CoilExpress. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and CoilExpress are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Except for CoilExpress Parties as and to the extent set forth in Sections 11 and 12, CoilExpress’ licensors and suppliers, there are no third-party beneficiaries to this Agreement. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third party rights by You would cause irreparable injury to CoilExpress and CoilExpress' licensors and suppliers, and would therefore entitle CoilExpress or CoilExpress' licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.