TypingWeb KnowledgeBase

Online Purchase Policy

The terms and conditions of sale contained within this Agreement shall apply to all quotations and offers made by and purchase orders accepted by the Seller. These terms and conditions may in some instances conflict with some of the terms and conditions affixed to the purchase order or other procurement document issued by the Buyer. In such a case, the terms and conditions contained in this Agreement shall govern and acceptance of Buyer's order is conditioned upon Buyer's acceptance of the terms and conditions of this Agreement irrespective of whether the Buyer accepts these conditions by a written acknowledgment, by implication, or acceptance and payment of goods ordered under this Agreement. Seller's failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions of this Agreement. Any changes in the terms and conditions of sale contained in this Agreement must specifically be agreed to in writing signed by an authorized employee of the Seller before becoming binding on either Party. All orders, offers, and contracts must be approved and accepted by an authorized employee of the Seller.

DEFINITIONS. "Agreement" means this agreement herein. Seller means FTW Innovations, Inc. Buyer means Users purchasing TypingWeb from this online store. Party means Seller or Buyer. Parties collectively means the Seller and the Buyer. Product Specification means the specification for goods prepared by the Seller for the Buyer.

PAYMENT. All sales require advance payment prior to delivery of the goods. Failure of Buyer to make payment will be considered a breach of this Agreement. In the event that Seller is required to bring legal action to collect on delinquent accounts, Buyer will be responsible for payment of attorney fees and any and all other costs incurred in the collection of payment. In the event Buyer is delinquent, Seller is entitled to seek any and all remedies, including but not limited to, charging Buyer 1.5% interest per month per thirty (30) days past due, withholding future delivery of goods, or canceling the Agreement.

TAXES. All prices are exclusive of any present or future sales, revenue or excise tax or other tax applicable to the manufacture or sale of goods. Such taxes when applicable shall be paid by Buyer unless Buyer provides Seller with a proper tax exemption certificate.

DELIVERY. Sales are digital goods, and will be made available within three (3) business days of purchase, when applicable.

ACCEPTANCE. Buyer shall accept all conforming goods. Buyer shall accept or reject nonconforming goods within thirty (30) days of receipt of each delivery. Failure to notify Seller in writing of nonconforming goods within thirty (30) days shall be deemed an unqualified acceptance. Prior to return of goods for nonconformity, Buyer shall obtain a written return authorization for Seller. Testing of goods shall be performed in compliance with Seller's Product Specification.

WARRANTY. Except as specified below, goods sold under this Agreement shall conform during the warranty period to Seller's Product Specification or other specification accepted in writing by one of the Seller's authorized employees. Unless informed otherwise in writing by the Seller, the warranty period for goods is ninety (90) days from delivery from Seller and is applicable only to the original purchaser of the goods. If the Seller determines that the goods are defective due to Seller's negligence in designing or manufacturing the goods, the Seller will promptly deliver the Buyer replacement goods. If replacement goods are not reasonably available, the Seller will refund the purchase price of goods or credit Buyer's account for future deliveries. The foregoing warranty and remedies are exclusive. Buyer accepts the responsibility of verifying that the products acquired will meet the Buyer's specific requirements and perform as warranted. Except as specifically set forth in this agreement, Seller disclaims all warranties, express and implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and those arising from a course of dealing. The Seller does not warrant that products will operate uninterrupted or error free, or that all deficiencies, errors, defects or nonconformities will be corrected. The Seller has no warranty obligation for third party products.

LIMITATIONS OF LIABILITY. The Seller is not liable for any indirect, incidental or consequential damages, or for loss of profits, revenue or data, whether in an action in contract, tort, product liability, statute or otherwise, even if advised of the possibility of those damages. The Seller will not be liable for direct damages caused by late delivery, product defect, or any other cause except as expressly provided in a contract. The Seller has set prices for its products based on the allocation of risks set out in this Agreement.

REVERSE ENGINEERING. Buyer agrees not to reverse engineer, disassemble, or take any other step to derive the structure or design of the product. Any attempt to derive the structure or design of the product shall be deemed a breach of this Agreement and shall void the product warranty of this agreement. Buyer shall be liable for all direct and indirect damages (including consequential, incidental, and punitive damages) resulting form any reverse engineering of goods performed intentionally by Buyer or an agent of the Buyer or performed as a result of Buyer's negligence. Buyer agrees to not resell goods except as a component in Buyer's product. Buyer agrees, upon Seller's request, to promptly deliver a written description of Buyer's product. The sale of the goods does not convey any license, by implication, estoppel or otherwise, under any proprietary or patent rights covering any combination in which goods supplied by the Seller under this Agreement are combined with any other product, whether or not supplied by the Seller, or any method of process in which the goods may be used.

RESALE. Buyer agrees not to resell goods except as a component in Buyer's product. Buyer agrees, upon Seller's request, to promptly deliver a written description of Buyer's product to Seller.

FORCE MAJEURE. The Seller shall not be liable for any damage or penalty for delay in delivery or for failure to give notice of delay when such delay is due to the elements, acts of God, acts of the Buyer, act of civil or military authority, war, riots, concerted labor action, or any other causes beyond the reasonable control of the Seller. The anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision.

CANCELLATION FOR INSOLVENCY. The Seller shall have the right to cancel any unfilled order without notice to Buyer in the event that Buyer: (i) becomes insolvent; (ii) is adjudicated bankrupt; (iii) petitions for or consent to any relief under any bankruptcy reorganization statutes; or (iv) becomes unable to meet its financial obligations in the normal course of business.

CONFIDENTIALITY. The Buyer agrees to treat any information gained from Seller in the course of this Agreement as confidential, and shall not divulge, directly or indirectly, to any other person, firm, corporation, association, or entity, for any purpose whatsoever. Buyer also agrees not to make use of any information gained from the Seller except for the purpose of evaluating and fulfilling its terms of the Agreement herein. ASSIGNMENT. The Parties may neither assign their respective rights or duties under this Agreement.

DURATION OF AGREEMENT: This agreement will become effective upon date of signature and continues for one year. This Agreement will automatically renew each year thereafter for an additional year unless either Party terminates the Agreement. Either Party may terminate this Agreement with at least ninety (90) days notice. If Buyer cancels the Agreement, Buyer will be responsible for payment for all goods in production or already produced.

MISCELLANEOUS. The Parties agree that all disputes under this Agreement shall be governed by and construed under the laws of Delaware, unless application of another law is required. The parties also agree to submit to the jurisdiction of Delaware for all disputes arising from this Agreement. At the Seller's option, disputes between the parties arising out of this Agreement may be resolved through arbitration proceedings. Other than nondisclosure agreement terms between the Parties, this Agreement represents the entire understanding and agreement of the Parties and supersedes all prior communication, agreements, and understanding relating to the terms and conditions of this Agreement. In the event any provisions of this Agreement are judged legally invalid, they shall automatically be severed from this Agreement and the remaining provisions of this Agreement shall continue in force; provided that should such invalidity substantially alter the right of either Party, the Parties shall promptly renegotiate the severed provisions of this Agreement. Nothing in this Agreement shall grant to any party the right to make commitments of any kind for or on behalf of any other party without the prior written consent of that Party. Remedies conferred on the parties by this Agreement are in addition to all remedies available to the parties under the UCC as enacted in the state of Delaware and are cumulative with all other rights accorded the Parties under law or equity. Such rights, moreover, shall in no way impair the right and remedies of the Parties incident to any obligation collateral or ancillary to this Agreement.