All orders placed with Milpaws Inc. ("Milpaws"), including those made through any webstore that is operated on behalf of Milpaws by another entity, are subject to the terms of these Conditions of Order. Any purported change submitted by a purchaser in any additional documentation is hereby expressly rejected. These Conditions of Order are in addition to any terms and conditions provided by any third party webstore, scheduling service, or payment processor.
1. Order Validation and Acceptance.
When you place an order, we may verify your method of payment, shipping address and/or tax exempt identification number, if any, before processing your order. Your placement of an order with Milpaws is an acceptance of Milpaws’s offer to sell our Products (those “Products” being those products and services sold through this website and any website to which these terms are attached and including those branded as Milpaws, subject to availability and pursuant to the terms contained in these Conditions of Order. Milpaws, at its discretion, may complete your order by processing your payment and shipping the Product, or may, for any reason, decline to complete your order or any part of your order. No order shall be considered completed until the Product has been shipped. If Milpaws declines to complete your order, Milpaws will attempt to notify you using the email address or other contact information you have provided with your order. Delivery and/or shipment dates provided in connection with any order are estimates only and do not represent fixed or guaranteed delivery dates.
2. Quantity Limitations.
Milpaws may limit or cancel quantities available for purchase on any order on any basis, and to alter the availability or duration of any special offers at any time. Milpaws may reject any order, or any part of an order.
3. Electronic Communication.
When you place an order via the website, you are required to provide a valid email address, which we may use to communicate with you regarding the status of your order, advise you regarding shipment of backordered products, and to provide you with any other notices, disclosures or other communications relating to your order. You agree that Milpaws will not be responsible for any damage you incur, or information you do not receive, as a result of your failure to provide and maintain a valid email address or as a result of any failure of your email system, spam filters, or other impediments to your receipt of our communications outside of the reasonable control of Milpaws.
4. Pricing and Product Information.
Milpaws makes every effort to provide current and accurate information relating to the Products and prices, but does not guarantee the currency or accuracy of any such information. Information relating to Products is subject to change without notice. Prices are subject to change at any time prior to Milpaws’s completion of your order. In the event we discover a material error in the description or availability of a Product that affects your outstanding order with Milpaws, or an error in pricing, we will notify you of the corrected version, and you may choose to accept the corrected version, or cancel the order. If you choose to cancel the order, and your credit card has already been charged for a purchase, Milpaws will issue a credit to your credit card in the amount of the charge. All prices are in U.S. dollars.
5. Payment.
Milpaws offers the following payment options: Visa, MasterCard, and American Express. All payments must be made in U.S. dollars.
6. Shipping Charges.
Except as otherwise provided on the website, (1) shipping or freight charges and insurance will be paid by the customer, (2) all sales are made FOB Milpaws’s warehouse in St. Louis, MO, USA, and (3) shipping or freight charges from Milpaws’s warehouse in North America, USA are prepaid and added to the invoice. Estimated shipping charges are displayed as a part of the checkout process.
7. Handling Charge.
There is no minimum order or handling fee.
8. Taxes.
Except as otherwise provided on the website, prices shown do not include any federal, state or local taxes, or any other taxes or charges imposed by any government authority, including, without limitation, sales, use, excise, value-added or similar taxes. Where applicable, such taxes and charges shall be billed as a separate item and paid by you. Orders are accepted with the understanding that such taxes and charges shall be added, as required by law. Milpaws charges sales tax unless you have a valid sales tax exemption certificate on file with Milpaws. Milpaws will not refund tax amounts collected in the event a valid sales tax certificate is not provided. If you provide a certificate that is not accepted for any reason by any governmental or regulatory authority, and Milpaws is required to pay tax on your purchase, you will reimburse Milpaws for the amount of such tax, and Milpaws’s reasonable expenses incurred in connection with the payment and collection of such tax.
9. Out of Stock.
If a Product you order is out of stock at time of order placement, you may elect to have it shipped on a subsequent shipment. Except as otherwise provided on the website, additional shipping charges will apply to each shipment. Backorders will be held based on your request.
10. Export Compliance.
All orders of international origin or destination are subject to export control laws, restrictions, regulations and orders of the United States. You agree to comply with all applicable export control laws, restrictions, regulations and orders of the United States or applicable foreign agencies or authorities. You shall not, directly or indirectly, sell, export, transfer, transship, assign, use, or dispose of Products in a manner which may result in any non-compliance with applicable export control laws, restrictions, regulations, and orders of the United States or applicable foreign agencies or authorities. You are responsible for obtaining any license or other official authorizations that may be required to export, re-export or import Products. Diversion contrary to U.S. law is prohibited.
11. Freight Damage.
If you receive merchandise that has been damaged in transit, it is important to keep the shipping carton, packing material and parts intact. Please contact a Milpaws Customer Service representative (See the FAQ herein) immediately to initiate a claim.
12. Return Policy.
ALL SALES ARE FINAL. NO RETURNS EXCEPT PURSUANT TO THE WARRANTY CLAUSE BELOW. In the event Milpaws requests that you return a Product, by returning any Product to Milpaws, you represent and warrant that the returned Product was purchased from Milpaws, is not counterfeit or otherwise non-conforming. You also agree that Milpaws may test any returned Product to determine whether such Product is counterfeit, non-conforming, or otherwise violates these Conditions of Order. In the event Milpaws determines, in its sole discretion, that any returned Product is counterfeit, non-conforming, or otherwise violates these Conditions of Order, Milpaws may (i) report such problem to any applicable governmental or regulatory agency or any other applicable third party; (ii) quarantine such product for further testing or other analysis; and/or (iii) take such other actions as may be required or permitted under applicable law.
13. Product Warranty.
Milpaws warrants that the goods sold hereunder shall be free from defects in material and workmanship at the time of delivery. This warranty is granted for the exclusive benefit of you and shall not accrue to the benefit of any end user or other third party, unless otherwise required by applicable law. THIS WARRANTY COMPRISES THE SOLE AND EXCLUSIVE WARRANTY RELATING TO GOODS SOLD OR MANUFACTURED BY MILPAWS. MILPAWS MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ITS GOODS.
MILPAWS SPECIFICALLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES REGARDING ITS GOODS AND SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR WARRANTIES ARISING FROM THE COURSE OF DEALINGS OR USAGE OF TRADE. This warranty shall not apply to any defect resulting from alteration, misuse or neglect of the goods by you or any third party.
SOME JURISDICTIONS, INCLUDING (AS TO CONSUMERS) NEW JERSEY, MAY NOT ALLOW THE EXCLUSION OF CERTAIN TYPES OF WARRANTIES INCLUDING WITHOUT LIMITATION OF IMPLIED WARRANTIES. AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
14. Limitation of Liability:
In the event that any goods sold or manufactured by Milpaws fail to conform to the terms of Milpaws’s warranty as provided herein, your exclusive remedy shall be limited to return of the non-conforming or defective goods to Milpaws for repair, replacement, or refund of the purchase price of the goods, at Milpaws’s sole option, provided the goods are returned within thirty (30) days after timely notice of non-conformance has been given to Milpaws, and confirmed by Milpaws to be non-conforming or defective. All claims for non-conformance or breach of warranty shall be deemed waived unless the goods are returned within such thirty (30) day period.
THIS LIMITATION OF LIABILITY CLAUSE ONLY APPLIES TO RESIDENTS OF NEW JERSEY TO THE EXTENT PERMITTED BY NEW JERSEY LAW, AND, WITHOUT LIMITATION, DOES NOT APPLY TO NEW JERSEY RESIDENTS TO THE EXTENT DAMAGE IS CAUSED TO YOU BY THE NEGLIGENT OR INTENTIONAL ACTIONS OF MILPAWS.
EXCEPT AS SET FORTH IN THIS LIMITATION OF LIABILITY CLAUSE, IN NO EVENT SHALL MILPAWS BE LIABLE FOR ANY OTHER INJURY OR DAMAGES, INCLUDING WITHOUT LIMITATION, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS, LOST BUSINESS OPPORTUNITY, ATTORNEYS’ FEES, DAMAGE TO BUSINESS OR BUSINESS RELATIONSHIPS OR LOSS OF GOODWILL, WHETHER FOR BREACH OF WARRANTY OR FOR BREACH OR REPUDIATION OF ANY CONTRACTUAL TERM OR LEGAL DUTY IN CONTRACT, TORT, STATUTE OR OTHERWISE, RELATING TO THE SALE OF GOODS OR SERVICES BY MILPAWS.
SOME JURISDICTIONS, INCLUDING (AS TO CONSUMERS) NEW JERSEY, MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES SUCH AS INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES TO PERSONAL OR PROPERTY DAMAGE, OR DAMAGES CAUSED BY THE NEGLIGENT OR WILLFUL ACTIONS OF MILPAWS. AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
15. Force Majeure.
Milpaws will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. Milpaws’s time for delivery or performance will be extended by the period of such delay or Milpaws may, at its option, cancel any order or remaining part thereof, without liability, by giving notice to you.
16. Applicable Law; Dispute Resolution; Limitation on Actions.
The laws of the State of Missouri shall apply to these Conditions of Order, without regard to any conflict of laws provisions. The 1980 United Nations Convention on Contracts for the International Sale of Goods, the United Nations Convention on the Limitation Period in the International Sale of Goods, and the Uniform Computer Information Transactions Act, and any implementations thereof in various jurisdictions and any subsequent revisions thereto, shall not apply to these Conditions of Order. Any controversy or claim arising out of or relating to the Conditions of Order or your purchase or use of Products (a “Dispute”) shall be settled by arbitration under the rules provided by the American Arbitration Association (AAA), and you hereby waive any right you may otherwise have to a jury trial. A single arbitrator shall preside over any arbitration, and such arbitrator shall, in his or her sole discretion, determine the arbitrability of any alleged Dispute. Any arbitration shall be conducted in St. Louis, Missouri. To the fullest extent permitted by applicable law, no arbitration under these Conditions of Order will be joined to an arbitration involving any other party subject to these Conditions of Order, whether through class arbitration proceedings or otherwise. Judgment on an award rendered by an arbitrator may be entered in any state or federal court within or without the State of Missouri. Notwithstanding the foregoing, in lieu of or addition to any other remedies available to Milpaws, Milpaws may seek injunctive or other relief, including without limitation a suit for money damages, in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Milpaws’s or any third party’s intellectual property or proprietary rights. You hereby irrevocably consent to non-exclusive jurisdiction and venue of the State and Federal courts of the State of Missouri with respect to any such injunctive or other relief. You further acknowledge that Milpaws’s rights in its intellectual property are of a special, unique, extraordinary character, giving those rights peculiar value, the unauthorized use, disclosure, or loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.
17. General Provisions.
These Conditions of Order and the other terms they reference constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Milpaws of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of the Conditions of Order are determined by a court of competent jurisdiction or arbitrator with jurisdiction over a Dispute to be invalid or unenforceable, it will not impact any other provision of the Conditions of Order, all of which will remain in full force and effect, and such court or arbitrator shall have the authority, if possible, to revise any invalid or unenforceable provision to most accurately reflect the intent of the parties as shown by the original wording of that provision while rendering it valid and enforceable. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of Milpaws. These Conditions of Order and the subject matter that they cover including without limitation the purchase of Products do not create any joint venture, partnership, employment, or agency relationship between you and Milpaws or its suppliers. The obligations, rights, terms and conditions hereof will be binding upon and inure solely to the benefit of the parties hereto and their permitted respective successors and assigns.
18. Changes to the Conditions of Order.
Milpaws reserves the right to change the terms of these Conditions of Order in its sole discretion and without notice to you, and such changes shall be binding on you and Milpaws as to purchases made after such changes. You are responsible for reviewing these Conditions of Order prior to your purchasing of Products, and your purchasing of Products after any changes to these Conditions of Order acknowledges your agreement to the then current Conditions of Order. In the event that a change or update is made to these Conditions of Order, the “Date of Last Modification” will be updated accordingly. As part of the registration process to become a registered user of certain functionality on the website, as a default, you elect to receive e-mails that Milpaws may in its discretion send notifying you of changes to this Conditions of Order and/or other Milpaws policies.
Date of Last Modification: October 15, 2019