Terms of Sale

1 General Application of Terms. All products, merchandise, goods and/or services (collectively “HOLDSTRONG Products”) sold by Holdstrong Nails, LLC (“HOLDSTRONG”) are sold pursuant the Terms of Sale (“Terms”) set forth below, except solely to the extent that, in respect of a specific sale, the Terms are modified in writing signed both by HOLDSTRONG and by the Buyer.  In placing an order with HOLDSTRONG, buyers agree to be bound by the Terms.

2. Payment. All HOLDSTRONG Products are to be paid for, in full prior to shipment, by cash, good check (subject to collection) or by Visa or MasterCard.  No credit terms shall be available unless the buyer shall have submitted, and HOLDSTRONG shall have accepted, a credit application upon HOLDSTRONG’s standard form then in effect.  All credit sales shall be subject to the Terms.

3. Delivery. All shipments of HOLDSTRONG Products shall be made at the buyer’s expense, and are made F.O.B. HOLDSTRONG’s Loading Dock, with bills of lading addressed to Buyer. HOLDSTRONG shall choose the carrier and the mode of shipment, unless the buyer requests in writing an alternative carrier and/ or mode of shipment, and makes arrangements satisfactory to HOLDSTRONG for the payment of freight and other shipment costs.  Any chargebacks to HOLDSTRONG after using a carrier account supplied by Buyer shall result in a $100 surcharge in addition to the amount of the chargeback.

4. Identification and risk of loss. The HOLDSTRONG Product shall be identified to the contract, and risk of loss shall pass to Buyer when the goods are placed in the hands of the carrier.

5. Limited One-Year Warranty; Limitations of Liability. HOLDSTRONG warrants to its customers that for a period of one year from delivery, HOLDSTRONG Products will be free of defects in material and workmanship under normal use.  In the event that a defect in any HOLDSTRONG Product is discovered within the one-year warranty period, then the customer must notify HOLDSTRONG in writing within thirty (30) days of discovering the defect or before expiration of the one-year warranty period, whichever shall occur first. 

This warranty shall not apply, and HOLDSTRONG shall have no obligations hereunder upon the occurrence of any of the following: (a) if the HOLDSTRONG Product is subject to any use for which it was not intended; (b) if the HOLDSTRONG Product is modified in any way by any party other than HOLDSTRONG; or (c) if any party other than HOLDSTRONG ATTempts to repair or replace any defect in the HOLDSTRONG PRODUCT or in any Component THEREOF.

To the fullest extent permitted by applicable law, this Warranty shall be for the exclusive benefit of the buyer with which or with whom Holdstrong is in privity of contract, and shall not inure to the benefit of any third party whatever. Under no circumstances shall HOLDSTRONG be liable to any person or business entity, including the buyer, under any cause of action including, but not limited to, those based upon contract, negligence, breach of warranty or tortious conduct, for direct, indirect, incidental, or consequential damages, including any claims for lost profits.

THE ABOVE IS THE ONLY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING ALL HOLDSTRONG PRODUCTS , INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILTY AND/OR OF FITNESS FOR A PARTICULAR PURPOSE. ANY WARRANTIES IMPLIED BY LAW ARE HEREBY EXPRESSLY DISCLAIMED.

6. Compliance with Law. Buyers shall comply with all applicable domestic or international laws, statutes, regulations, and ordinances regarding the use of any HOLDSTRONG products.

7. Indemnity. All buyers agree to indemnify and hold harmless HOLDSTRONG, and (as applicable) its affiliates, officers, directors, agents, and employees from any claim, demand, cause of action, or suit, including, without limitation, incidental costs and reasonable attorneys fees, whether arising at law or in equity, arising out of or in connection with the buyer’s use of any HOLDSTRONG products, or the buyer’s violation of any law or the rights of any third party.

8. Title to HOLDSTRONG Products do not pass until HOLDSTRONG has received payment in full. Buyers expressly consent that HOLDSTRONG may take such action to protect its interests, including the filing of a Financing Statement, entering upon the Buyers property to repossess the HOLDSTRONG Products upon the Buyers’ payment default, or as otherwise permitted by applicable law, including, without limitation, Articles 2 and 9 of the Uniform Commercial Code. Unpaid balances incur interest of 18% per annum, or such lesser amount as might correspond to the highest rate permitted by applicable law and Buyers shall be liable for all costs of collection, including collection costs and legal fees.

9. Acceptance of Goods. All HOLDSTRONG Products shall conclusively be deemed to have been accepted by the Buyer, unless HOLDSTRONG receives written notice to the contrary no later than five (5) business days from the date of delivery. In the event that the Buyer properly rejects non-conforming or defective goods, or rightfully revokes its acceptance thereof, the Buyers sole remedy shall be the return of the purchase price following the Buyers return of the affected HOLDSTRONG Products to HOLDSTRONG.

10. Merger Clause. These Terms, and the Terms of all documents incorporated herein by reference, constitute the fully integrated expression of the terms of sale, and supercede any prior agreements, written or oral, between the parties with respect to the subject matter hereof. These Terms may not be waived or modified by subsequent Buyer purchase orders or other documentation, but only in a writing signed by an authorized HOLDSTRONG representative. 

11. Choice of Law. These Terms, and any and all legal issues that may arise between HOLDSTRONG and any Buyer shall be governed by the substantive laws of the State of Florida.

12. Forum Selection. Any dispute arising out of or in connection with the HOLDSTRONG Product shall be adjudicated exclusively in any state or federal court situated within the State of Florida, County of Duval, and the Buyer expressly and irrevocably submits to the personal jurisdiction and venue of those courts for such purpose.