Terms & Conditions of Sale

Applicability: The Terms & Conditions of Sale set forth herein (the “Terms”) shall apply to any and all sales of products (the “Products”) by Leisure Activities Co., Ltd., whose factory is located at Dawangjia Aishan Industrial Park, Yanghe Town, Jiaozhou, Qingdao, Shandong, China 266321, with distribution being processed by its North American Distributor (Leisure Activities USA), whose offices are located at 2399 22nd Avenue North, Saint Petersburg, Florida 33713 (hereinafter “Seller”), to the buyer (hereinafter “Buyer”), which are subject of the accompanying contract by and between Seller and Buyer (the “Contract”), which is incorporated herein by reference. These Terms are to the exclusion of all other terms and conditions offered, referred to, or relied upon by Buyer at any stage of Buyer’s dealings with Seller, whether written or oral. Any modification of these Terms shall be void and of no force and effect unless made in writing and signed by both Buyer and Seller.
Price: The Price of the Products shall be as set forth in the Contract.
Payment: Payment of the Price shall be made as follows:
1. In Stock Products: At the time Buyer enters into a Contract for In Stock Products, Buyer is required to pay to Seller the Price agreed upon in the Contract.
2. Out of Stock Products: At the time Buyer enters into a Contract for Out of Stock Products, Buyer is required to pay to Seller a deposit equal to twenty percent (20%) of the Price agreed upon in the Contract. The balance remaining due and owed shall be paid on or before the date of delivery of the Out of Stock Product.
3. Custom Products: At the time Buyer enters into a Contract for Customs Products, Buyer is required to pay to Seller a deposit of fifty percent (50%) of the Price agreed upon in the Contract. The balance remaining due and owed shall be paid on or before the date of delivery of the Custom Product.
4. All Payments made to Seller shall be made in U.S. Dollars by cashier’s check, money order, wire transfer or credit card. Deposits are non-refundable.
Shipment: From China Factory Direct: Unless otherwise agreed to in writing, signed by both Seller and Buyer, Products shall be shipped EXW Leisure Activities Co., LLC, is located at Dawangjia Aishan Industrial Park, Yanghe Town, Jiaozhou, Qingdao, Shandong, China 266321.From North American Distributor (Leisure Activities USA): located at 2399 22nd Avenue North, Saint Petersburg, Florida 33713.Seller engages the services of major common carriers and delivery services and, for foreign orders, freight forwarders. All risk of loss passes to Buyer when Seller places the Products, or any portion thereof, at Buyer’s or Buyer’s agent’s disposal. . All costs and expenses relating to shipment of Products, including without limitation insurance, customs expenses, duties and taxes, shall be the sole responsibility of Buyer. Buyer is required to pay to Seller all shipping costs and expenses. Unless otherwise agreed in writing, shipments shall be insured at Buyers expense; and, Seller assumes no responsibility for placing of valuation upon a shipment.
Delivery Date: Delivery dates appearing in the Contract are reasonable estimates made by the Seller based upon current and anticipated factory loads, and projected shipment dates and are not guaranteed. Seller is not liable for any damages Buyer may claim are caused by late delivery. In the event that Seller or Seller’s suppliers are hindered by any act of god, Seller is entitled to extend the delivery date by an appropriate period. The same shall apply in the event of government intervention, shortages of energy or raw materials, delays in delivery of components supplied by or on behalf of the buyer, strikes, lockouts, lack of means of transportation and other unforeseen supply problems, insofar as they are beyond Seller’s control.
Inspection Period: Upon Seller’s delivery of Products to Buyer, Buyer shall immediately inspect the Products for damage and missing quantity. If Buyer discovers any damaged or missing Products, Buyer shall: i) make a notation of Buyers discovery on the bill of lading; and ii) sign the bill of lading, indicating the time & date. Buyer shall obtain from Seller a copy of the signed bill of lading that denotes Buyers discovery of damaged or missing Product. If Buyer has (or intends to make) a claim against the carrier, Buyer shall immediately provide written notice of the claim to Seller, and in any event no later than 10 days after the date of the delivery of the Products to Buyer. Buyers written notice to Seller shall include a copy of the signed bill of lading that denotes the damaged or missing Products. For purposes of Product acceptance/rejection, Buyer shall inspect all Products within 10 days after the date delivery of the Product to Buyer (the “Inspection Period“). Buyer shall notify Seller in writing of any Product defects, shortages, over-shipments or non-conformance within the Inspection Period. Any Products for which Buyer does not provide written notice of rejection to Seller during the Inspection shall be deemed accepted by Buyer. Prior to returning any rejected Products, Buyer must obtain a return authorization number and return destination from Seller. Unless otherwise agreed by Seller in writing, Buyers return shipment to Seller of rejected Product shall be at Buyers expense and risk of loss.
Buyers Responsibility for Suitability and Use: Buyer warrants that it has used its own independent skill, expertise and judgment in selecting the Products for Buyers requirements and intended use, and that Buyer is solely responsible for such matters. Buyer further warrants that Buyer is familiar with the procedures for the proper and safe use, transport, storage, loading, unloading, inspection, handling and maintenance of the Products and agrees to follow such procedures.
Limited Warranty: Seller hereby warrants to Buyer that any new Products purchased from Seller shall be free from defects in material and workmanship, for a period of one (1) year from the date of delivery (the “Warranty Period”). Seller shall only be liable under this limited warranty (the “Limited Warranty”) if the Product is used in the manner intended by Seller as specified in the written instructions furnished with the Products.Under and pursuant to this Limited Warranty, Seller shall, during the Warranty Period, be liable for the repair and/or replacement of any part(s) of the Products that fails as a result of a defect in the material or workmanship used in the manufacture of the Products. All requests of Buyer for warranty repair or replacement are subject to product inspection at Seller’s factory inDawangjia Aishan Industrial Park, Yanghe Town, Jiaozhou, Qingdao,Shandong,China, or in2399 26^th Ave NSt PetersburgFL33713. Buyer is responsible for all costs of shipping the Product to Seller’s factory for such inspection. Notwithstanding the foregoing, blowers and non-Seller manufactured products, which have been incorporated in the Products by Seller, are warranted directly by the respective manufacturer. For blower trouble-shooting or warranty, please refer to the blower manufacturer manual, which is found in the blower box. There shall be no warranty for misters, soaker hoses or zippers; however, certain other accessories supplied by Seller have a thirty (30) day warranty from date of shipment. The Warranty provided shall not cover failure due to negligence, misuse, deliberate abuse, nor improper storage, installation and/or maintenance. Any use of the Products inconsistent with the Products’ operating instructions shall void the Warranty in its entirety. Any modification of the Product, other than proper installation of Seller provided accessories, shall void the Warranty in its entirety. Any repair or service performed on the Product, unless made by Seller, an authorized service representative of Seller or by the Buyer, in a manner consistent with the following, shall void the Warranty in its entirety: While the Warranty gives reason to buy from Seller, Buyer must understand that performing their own repairs on the Products is a standard part of owning inflatables, especially (but not limited to) Seller Products incorporating water games. If a hole or small tear occurs, Buyer may repair the Products with the repair kit included with the Products. While every effort has been made to provide accurate information, Seller is not responsible for errors and/or omissions within its catalog and any dimensions shown within the catalog are approximations only and are not a guarantee of final product dimensions. The color, artwork and design of Seller Products are subject to change without prior notice and such changes shall not be considered defects. Seller reserves its right to change, without notice, the Warranty, terms and conditions, prices and specifications offered by Seller.Seller makes no other warranties, either expressed or implied on its line of products. Any and all used Products sold by Seller are sold “as is” and without warranty. Further, any and all prototypes sold by Seller are sold “as is” and without warranty.
Disclaimer: Sellers obligation and Buyers sole remedy under the Limited Warranty is limited to the repair or replacement at Sellers factory of any Products, or portion thereof, that are defective in material or workmanship and that are returned to Seller within the applicable warranty period with transportation charges prepaid. Sellers warranty obligations are conditioned upon Buyers paying for the Products in full and furnishing satisfactory evidence that the Products alleged to be defective have been properly used, maintained, handled, stored and operated under normal conditions and within the load limits for which the Products are offered and sold. Repair or replacement by Seller shall not extend the limited warranty period. The limited warranties shall not apply to Products that have been modified or altered in any way, or which have been subjected to misuse, abuse, neglect or improper storage, handling or maintenance. The limited warranties are void if damage to the Products results from continued use after a suspected defect is or should have been discovered. The limited warranties are not transferrable.
Limitation of Liability: Under no circumstances shall Seller be liable for any incidental, consequential, punitive, reliance, delay or special damages, losses or expenses arising out of or related to this Contract or Seller’s or Buyers performance or nonperformance thereof, or any acts or omissions of Seller, or in connection with the use of, or inability to use, the Products for any purpose whatsoever. In no event shall Seller’s liability for any claim(s) arising out of or related to the Contract exceed the amount paid by Buyer to Seller for the Products subject of the Contract. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.
Dimensions: Any and all dimensions specified in Seller’s catalog, on Seller’s website or appearing anywhere else which relate or pertain to Products sold by Seller are reasonable estimations and not guaranteed.
Custom Products: Seller shall provide to Buyer 3D renderings of proposed Custom Products for Buyer review and approval prior to commencement of manufacture. Seller shall consult with Buyer to resolve any design concerns prior to commencement of manufacture, however, Seller shall not be responsible for any design defect related to Buyer approved renderings nor shall Seller be held liable for any incidental, consequential, punitive, reliance, delay or special damages, losses or expenses arising out of or related to Custom Products manufactured by Seller or in any way connected with the use of, or inability to use, the Custom Products for any purpose whatsoever.
Modifications: Modification of all or any portion of an order is subject to Seller’s prior written consent in each instance. Should Buyer and Seller agree to a modification of an order, a written change order, signed by both parties, shall be generated before any modifications are permitted and commenced (a “Change Order”). Notwithstanding the foregoing, Seller is under no obligation to permit a modification of an order if the request for modification is made within two (2) weeks of the projected shipment date. These Terms shall apply to any and all modified Contract, Change Order(s) and the resulting Products.
Cancellation: Cancellation of all or part of any order is subject to Seller’s prior written consent in each instance. If cancellation is permitted, Buyer agrees to pay to Seller all expenses incurred and damage sustained by Seller on account of the cancellation, plus reasonable profit.
Return / Exchange Policy: It is important to Seller that Buyer is satisfied with the Products. Should Buyer not be pleased, Buyer is permitted to return Products within fifteen (15) days of receipt subject to the following:
1. Condition of Products: In order to qualify for a refund, exchange or credit, the returned Products, or any portion thereof, must be complete, unused, unwashed and in the original unopened packaging with all tags, instructional brochures and promotional materials still securely attached. Buyer shall be responsible for all shipping costs associated with any return or exchange of Products.
2. Refunds: Any refund of Price, or portion thereof, shall be credited to Buyer in the same manner as payment made for the Products.
3. Return Fee: For any Products returned for reasons unrelated to a warranty claim, a restoking fee of twenty-five percent (25%) of the Price of the Products shall be paid by the Buyer.
4. Method of Return: USA & Canada: Buyer must pack return unit on pallet, secure unit for shipping and make all shipping arrangements at buyers expense to our Florida warehouse located at 2399 26th Ave N, Saint Petersburg FL 33713. Seller will refuse any shipment marked C.O.D. Any and all shipments must be insured and capable of being tracked. Seller is not responsible for Products lost or damaged in shipping. For orders outside of USA & Canada, Buyer must contact Factory for instruction.
5. All sales become final sixteen (16) days after Buyer’s receipt of the Products.
6. Notwithstanding the foregoing, all sales of promotional, clearance, sale, seasonal and special-order or custom Products are final and not eligible for refund or exchange.
Severability; Interpretation: If any provision of these Terms is held to be unenforceable, in whole or in part, for any reason, the remainder of that provision and the rest of these Terms shall remain in full force and effect. Any rule of contract construction requiring the provisions of these Terms to be construed against either Buyer or Seller shall not apply. The singular number includes the plural. The headings to the sections of these Terms are not intended to aid interpretation. The words “hereof,” “herein” “hereunder” and the like refer to these Terms as a whole and not to any particular provision. Any typographical errors herein are subject to correction.
Integration: There are no representations, warranties or conditions, express or implied, statutory or otherwise except those herein contained, and no agreements or waivers collateral hereto shall be binding on either party unless in writing and signed by Buyer and accepted by Seller.
Third party Beneficiaries: This Agreement is made solely for the benefit of Seller and Buyer and their respective permitted successors and assigns. No third party shall have the right to make any claim or assert any right hereunder, and no third party shall be deemed a beneficiary of this Agreement.
Indemnification:Buyer is solely responsible for the manner of use of the Products and accessories thereto. Buyer is solely responsible for all signage, labels and warnings to consumers or other users of the Products and accessories, and for any and all other acts necessary, including without limitation the posting and dissemination of user warnings and limitations (e.g., weight, height, age, medical condition limitations), to ensure the safety of the users. Buyer hereby agrees that Buyer shall use stakes, tie-downs, and other applicable devices required to ensure the safety of users. Buyer hereby agrees to indemnify and defend Seller against all liabilities, claims, demands, actions, proceedings, damages, costs and expenses, including attorneys fees, that may arise out of or related to any use, possession, handling, operation, transportation, sale or disposition of the Products and accessories after delivery to Buyer.
Counterparts: These Terms may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. If these Terms are signed by a party and then faxed or scanned, the scanned or faxed copy shall be as good as an original, wet-ink signed copy for all intents and purposes.
Choice of Law; Venue: These Terms are deemed to be entered into at Sellers offices in Saint Petersburg, Florida, and shall be governed by and interpreted according to Florida law, excluding its conflict of laws provisions. The United Nations Convention on Contracts for International Sale of Goods shall not apply. Any legal suit, action or proceeding arising out of or relating to these Terms will be instituted in Pinellas County, Florida. Each party irrevocably submits to the exclusive jurisdiction of the courts in any suit, action or proceeding.
Attorney’s Fees: If it shall be necessary for either party to these Terms to bring suit to enforce any provisions hereof or for damages on account of any breach of the accompanying Contract, the substantially prevailing party on any issue in any such litigation and any appeals therefrom shall be entitled to recover from the other party, in addition to any damages or other relief granted as a result of such litigation, all costs and expenses of such litigation and attorneys’ and paralegal fees incurred in preparation of trial, at trial and on appeal, which shall include the cost of in house attorneys and paralegals.