Terms & Conditions
General Terms and Conditions
Version 1.0, December 16, 2021
BY USING THIS WEBSITE TO PLACE AN ORDER FOR PRODUCT (THE "PRODUCT") FROM OUR SUPPLIERS (THE "SUPPLIERS"), THE INDIVIDUAL OR ENTITY PURCHASING THE PRODUCT(S) ("BUYER") IS CONSENTING TO CONDUCT BUSINESS ELECTRONICALLY AND BE LEGALLY BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT WHICH SHALL GOVERN EACH ORDER PLACED BY SUCH BUYER. PROFISHOP PROVIDES A MARKETPLACE PLATFORM TO RESELL OUR SUPPLIERS’ PRODUCTS. PROFISHOP IS AN INDEPENDENT DISTRIBUTOR OF PRODUCTS AND IS NOT A SUPPLIER OR MANUFACTURER OF THE PRODUCTS AVAILABLE THROUGH THIS WEBSITE. FOR EACH PRODUCT, THE SUPPLIER'S WARRANTY TERMS, AND/OR OTHER TERMS OF SALE, AS EVIDENCED IN THE INFORMATION CONVEYED ON THE PRODUCT’S LISTING WILL GOVERN YOUR USE OF THE PRODUCT, INCLUDING WITHOUT LIMITATION APPLICABLE WARRANTY, AND WARRANTY CLAIMS, IF ANY. IF BUYER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED, AND BUYER MUST NOT PROCEED WITH A SALES TRANSACTION THROUGH THIS WEBSITE.
1. General. These General Terms and Conditions are intended by the parties as the final expression, and contain the complete and exclusive statement, of the terms and conditions of the agreement between PROFISHOP and Buyer regarding Buyer’s orders for Product placed through our website, superseding all previous or simultaneous communications either oral or written. This agreement is conditioned on Buyer's acceptance and assent to the terms and conditions contained herein in full and without exception or reservation. Acceptance of this Agreement shall be deemed to have occurred at the earlier of (i) Buyer’s click-through acceptance of these General Terms and Conditions, (ii) Buyer’s placement of the order for Product(s) on the website; or (iii) delivery of Products to Buyer. These General Terms and Conditions cannot be waived, varied, modified or amended in any manner (including subsequent conduct between the parties) except in a writing signed by PROFISHOP. Any portion deemed invalid or unenforceable shall be struck and the remainder of this Agreement shall continue to be effective and binding. This Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. This Agreement is made under, and for all purposes shall be construed and enforced in accordance with and governed by, the laws of the State of Delaware, excluding (i) its conflict of laws provisions and (ii) the United Nations Convention for the International Sale of Goods. All actions arising hereunder shall be instituted in Kent County, Delaware. Purchaser hereby consents to the jurisdiction of the state and federal courts sitting in Kent County, appoints the Secretary of State of Delaware in Dover as its agent for service of process and agrees to appear in action upon written notice thereof.
2. Online Orders/Product Descriptions and Prices. PROFISHOP does not warrant that Product availability, shipping times, descriptions, prices or other content included on this website is accurate, complete, reliable, current or error-free. If a Product offered on this website is not as described, you may contact the Supplier of the Product. Orders may be subject to separate Supplier terms and conditions of sale, as presented by the Supplier, if any. PROFISHOP is not a party to any such Supplier terms and conditions of sale and any and all disputes concerning specific transactions should be resolved directly between Buyer and Supplier.
All prices and costs listed on this website are subject to change without notice. Shipping and handling charges and applicable sales taxes are not included in the total price or cost displayed on this website. By placing an online order, you accept any difference and agree to pay the amount(s) displayed at checkout for the Products purchased.
All orders for Product are subject to acceptance. Please note that there is no binding order until you receive an order confirmation by e-mail from PROFISHOP and/or the Supplier.
3. Title and Security Interest. PROFISHOP reserves, and Buyer hereby grants to and creates in favor of PROFISHOP, a first priority purchase money security interest in each Product (or the equivalent under Buyer's local law), and all proceeds from the sale thereof, until full payment is received by PROFISHOP.
4. Shipment; Delivery; Inspection. All delivery information (including time for shipment) is approximate and is subject to change by Supplier and/or Supplier’s chosen carrier. PROFISHOP's sole responsibility is to use reasonable commercial efforts to meet estimated shipment dates. Buyer expressly absolves PROFISHOP from any liability for any loss or damage resulting from a failure to deliver or delays in delivery caused by any conditions related to, or caused by, failure to process or inaccurate processing of time-sensitive information and/or mechanisms, a labor dispute (e.g. strike, slowdown or lockout), fire, flood, governmental order, law, act or regulation (e.g. denial of export licenses, government ordered quarantine, lockdown, or evacuation), riot, war, invasion, riot or other civil unrest, embargo, blockade or other similar action by any governmental authority, global, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, pandemic or other widespread disease, inability to obtain supplies or shipping space, plant breakdown, power failure, delay or interruption of carriers, accidents, acts of God or other causes beyond PROFISHOP's control. Notwithstanding the above, PROFISHOP shall not be liable for any damage or penalties whatsoever, whether indirect, incidental, special or consequential, resulting from failure to deliver or delay in delivery for any reason. Buyer shall inspect the Products promptly upon receipt, and in no case any later than ten (10) days after receipt of Products by Buyer. Unless Buyer notifies PROFISHOP in writing of any nonconformities within the applicable period of time referenced immediately above, Buyer shall be deemed to have accepted the Products without qualification, and cannot, thereafter, reject any Products as nonconforming. Once used, Products are deemed to be fully conforming to this Agreement.
Without limiting the foregoing, the Parties hereto are aware that due to the COVID-19 outbreak, declared by the World Health Organization to be a pandemic on March 11, 2020 (“COVID-19 Pandemic”), delays of performing certain obligations under this Agreement may occur or may be impaired or impeded at any time and are not controllable or exactly foreseeable for any party, in particular, but not limited to, the delivery or provision of goods, transportation, delivery, and the general availability of personnel. Accordingly, performance obligations which are delayed or - for the time being - unable to be fulfilled, directly or indirectly due to the COVID-19 Pandemic, including without limitation disruptions in labor, supply chain, transportation, travel and other logistics, quarantine, local shutdowns, shelter in place and contact tracing that have arisen during the COVID-19 Pandemic, shall be suspended. All parties shall use commercially reasonable efforts to mitigate the impact of such COVID -19 Pandemic issues on the performance of this Agreement. The previous sentences do not affect any due payment obligations.
5. Cancellation, Failure to Take Delivery; Unopened Items Returned for Credit. Once acknowledged by PROFISHOP, orders placed on the website cannot be canceled or postponed by Buyer except with PROFISHOP's consent and upon terms that will indemnify PROFISHOP against loss. Subject to Buyer’s compliance with PROFISHOP’s returned goods authorization process, PROFISHOP may, at PROFISHOP’s discretion, accept unopened and undamaged Products to be returned by Buyer for credit against Buyer’s future orders from PROFISHOP’s website; provided such Products are verified by PROFISHOP upon receipt as new, unopened and in good, salable condition. Returns of Product may be subject to a restocking fee to be stated by PROFISHOP at the time a return authorization is issued.
6. No Warranty; Limitations of Liability. Buyer acknowledges and agrees that PROFISHOP is not the manufacturer of the Products hereunder. As such, Products listed on PROFISHOP’s website are sold by PROFISHOP strictly on an “as-is, where-is” basis without any warranty from PROFISHOP of any kind, express or implied. Accordingly, PROFISHOP DISCLAIMS ALL WARRANTIES TO BUYER, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, PATENT OR OTHER WARRANTIES ARISING BY CUSTOM, TRADE USAGE, PROMISE, EXAMPLE OR DESCRIPTION, ALL OF WHICH WARRANTIES ARE HEREBY WAIVED BY BUYER. PROFISHOP’s obligations with respect to warranties for Products hereunder shall be to pass-through applicable manufacturer’s, or Supplier’s, warranties, and (to the extent such warranties cannot be passed-through) to provide reasonable assistance to Buyer in asserting breach of warranty claims with the Supplier and/or manufacturer.
BUYER AGREES THE PROFISHOP SHALL NOT BE LIABLE TO BUYER FOR ANY SPECIAL, INDIRECT, CONTINGENT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR FOR LOSSES OR DAMAGES CAUSED DIRECTLY OR INDIRECTLY BY THE PRODUCTS, DELAY IN DELIVERY OR UNAVAILABILITY OF PRODUCTS ORDERED, OR BREACH OF THIS AGREEMENT. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
If PROFISHOP should be held liable for damages for any cause arising out of this Agreement, or its breach, such damages, in the aggregate, shall not exceed the lesser of (i) the purchase price for the Products purchased at issue and actually paid for by Buyer, or (ii) actual damages incurred. Buyer expressly waives its right to collect any greater amount. All claims against PROFISHOP must be brought within one year after the cause of action arises, and Purchaser expressly waives any longer statute of limitations.
7. Authority. By registering for an account on this website, accessing this website and/or otherwise placing an order for Product through this website, you and/or the organization on whose behalf you are working, your employer, or your business entity (the "Buyer" or "you"): (a) represent and warrant that you are authorized to accept these general terms and conditions and to legally bind yourself and your organization, and other agents, affiliates and/or employees of your organization, as applicable, to these general terms and conditions; (b) accept and agree to these general terms and conditions accordingly.
8. Binding Electronic Signatures. This Agreement is executed and accepted in electronic form (i.e., by an electronic or digital signature in the form of a click-through acknowledgement clearly demonstrating assent and identifying the person who signs the document/expresses acceptance of its terms) and will be deemed binding between the parties. Each party acknowledges and agrees that it will not contest the validity or enforceability of this Agreement, including under any applicable statute of frauds, because they were sent, accepted and/or signed in electronic form. Each party further acknowledges and agrees that it will not contest the validity or enforceability of electronic copies of this Agreement, and associated proof of electronic or digital signature in the form of a click-through acknowledgement that such evidence lack an original handwritten signature. The recorded click-through agreement, and any other statement or data in electronic form, which is attached to or logically associated with other electronic statement or data and which serves as a method of authentication shall, between the parties, be deemed to constitute an electronic signature. This click-through Agreement shall have the same validity as written statements/documents and electronic/computer maintained records of a party when produced in hard copy form shall constitute business records and shall have the same validity as any other generally recognized business records.