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INCWTY2020-07-31
<br />Yalp Inc. Warranty
<br />L Definitions
<br />11 Agreement: shall mean the agreement between the Customer
<br />and YALP for the delivery of Products, together with any
<br />amendment or addition to such Agreement.
<br />12 YALP: shall mean YALP, Inc., a Delaware corporation.
<br />13 Customer(s): shall mean any natural person or business entity
<br />with whom YALP deals in the course of its business, including
<br />distributors, end -purchasers of the Products and Software,
<br />dealers, representative(s), agent(s), successor(s) and including
<br />visitors of the YALP website.
<br />14 Defect(s): shall mean any substantive defect of a Product in
<br />breach of any written specification by YALP, as a result of which
<br />the Product is not fit for its intended use, at YALP's sole
<br />discretion.
<br />15 Party or Parties: shall mean YALP and Customer,
<br />individually or collectively.
<br />16 Product(s): shall mean the YALP products provided pursuant
<br />to the Agreement, including but not limited to, interactive
<br />products for children, and including Software.
<br />17 Software: shall mean computer software, with
<br />accompanying documentation and specifications, including
<br />software embedded in the Products.
<br />18Terms: shall mean these International Terms and Conditions.
<br />2 Applicability
<br />21These Terms apply to all offers by YALP and any
<br />Agreement between YALP and Customer, and any
<br />subsequent amendment or addition to such Agreement. By
<br />entering into an Agreement with YALP, Customer accepts these
<br />Terms. These Terms shall be applicable regardless of whether
<br />YALP uses third parties to deliver Products. Any changes to these
<br />Terms must be agreed upon in writing by the Parties.
<br />2.2 No other terms shall be binding upon YALP unless
<br />accepted by YALP in writing. YALP expressly rejects any
<br />general terms and conditions used by Customer. Customer may
<br />issue a purchase order for administrative purposes only.
<br />Additional or different terms contained in any such purchase
<br />order will be null and void and do not bind YALP.
<br />2.3 YALP reserves the right to amend these Terms at any time.
<br />New or amended Terms shall be applicable upon thirty (30) days'
<br />notice to Customer.
<br />2.4 In case of inconsistencies between the terms of an
<br />Agreement and those contained in these Terms, the Agreement
<br />shall control.
<br />3 Offers, products, prices and taxes
<br />3.1 All offers made by YALP are non-binding and may be revoked
<br />at any time, unless stated otherwise in writing. Any amendment
<br />made by Customer to an offer by YALP will be deemed a new
<br />offer by Customer, which YALP may accept or reject in its sole
<br />discretion. Offers will only be deemed accepted by YALP if it
<br />does so in writing. YALP has the right to revoke any offer
<br />accepted by Customer within three days of receiving notification
<br />of such acceptance.
<br />3.2 In the event YALP enters into an Agreement with more than
<br />one party, each party shall be jointly and severable liable for
<br />fulfilling the Agreement. If an Agreement is entered into by a
<br />third party with the authority to bind Customer, these Terms
<br />shall be deemed accepted by Customer. In the event such third
<br />party does not have the authority to bind Customer, the third
<br />party is bound to these Terms as if it were the Customer itself.
<br />3.3 Any information or data related to Products, provided verbally
<br />or in writing, is binding only to the extent it is by reference
<br />expressly included and confirmed in writing in the Agreement
<br />with YALP.
<br />3.4 All offers made by YALP are based on the information
<br />and documentation provided by Customer, and YALP may
<br />rely on the accuracy thereof. Customer warrants the accuracy,
<br />completeness and reliability of the information and
<br />documentation, even if it originates with or is acquired from a
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<br />third party.
<br />3.5 Customer hereby understands and accepts that all samples,
<br />colors, drawings, models, figures, dimensions, weights or
<br />any other specifications for Products are estimates only,
<br />although YALP will use best efforts to ensure their accuracy.
<br />3.6 Product configurations and prices are subject to change
<br />at anytime, and YALP shall at all times be entitled to
<br />modify price lists, brochures, printed matter, quotations and
<br />other documents.
<br />3.7 All prices are exclusive of, and Customer shall pay, all taxes,
<br />duties, levies or fees, or other similar charges imposed on YALP or
<br />Customer by any taxing authority (other than taxes imposed on
<br />YALP's income), related to Customer's order, unless Customer
<br />has provided YALP with an appropriate resale or exemption
<br />certificate for the delivery location. In case of changes in law
<br />such that a tax is levied that is or becomes irrecoverable with a
<br />consequent increase to the costs to YALP of delivering the
<br />Products, YALP is entitled to increase its prices
<br />accordingly and retro -actively.
<br />3.8 The prices or fees quoted are in US Dollars, or in another
<br />currency if stated by YALP in writing.
<br />3.9 All Agreements for the delivery of Products shall be
<br />treated as separate agreements.
<br />4 Payment
<br />4.1 Unless otherwise agreed upon in writing by YALP,
<br />Customer agrees to pay, without the right to set-off any
<br />amount, all invoiced amounts within the terms set forth on the
<br />invoice. In the event Customer (i) terminates or suspends all or
<br />a substantial portion of its business activities, (ii) becomes
<br />insolvent, (iii) admits its inability to pay its debts, or (iv) in case
<br />of the voluntary or involuntary filing of a petition for or
<br />adjudication of bankruptcy of Customer under any federal,
<br />state or municipal bankruptcy or insolvency act, the
<br />appointment of a receiver, trustee, custodian, or liquidator, or
<br />any act or action constituting a general assignment by
<br />Customer of its properties and/or interest for the benefit of
<br />creditors, all amounts will be due immediately.
<br />4.2 YALP is entitled to raise agreed upon prices and tariffs in the
<br />event of interim price increases and/or surcharges outside of its
<br />control on (i)prices of goods, (ii) costs of materials, (iii)
<br />services necessary for the execution of the Agreement, such as
<br />shipping costs or wages or, (iv) the decrease in value of the
<br />currencies agreed upon, and (v) all other government
<br />measures having the effect of increasing prices as a result of
<br />which the cost price increases. Customer will be informed of
<br />such price increases in writing as soon as practicable.
<br />4.3 if a delivery has been agreed upon in instalments and
<br />the first instalment has been delivered, YALP is entitled to
<br />demand payment for the costs incurred for the whole delivery.
<br />4.4 Where payment is not made pursuant to the agreed
<br />upon terms, interest shall be owed at a rate of 2% a month,
<br />or the highest rate allowable by law, if lower, with effect
<br />from the first day following expiration of the payment term
<br />referred to in this article. Any portion of a month shall be
<br />considered a full month.
<br />4.5 Payments made by Customer shall be used first to meet
<br />all the interest and costs owed and subsequently for the
<br />settlement of claims under the Agreement which have remained
<br />outstanding for the longest period of time, even when Customer
<br />specifies that the payment relates to another claim.
<br />4.6 Customer shall not be entitled to refuse its payment
<br />obligations on account of an alleged Defect in the Products, or on
<br />any other account whatsoever.
<br />4.7 If YALP believes that Customer's financial position and/or
<br />payment performance justifies such action, YALP has the
<br />right to demand that Customer immediately furnish security
<br />in a form to be determined by YALP, including a UCC Chapter
<br />9 security right and/or that Customer make an advance
<br />payment. If Customer fails to furnish the desired security,
<br />YALP has the right, without prejudice, to immediately suspend
<br />further execution of the Agreement, and that which Customer
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