TERMS AND CONDITIONS OF SALE


  1.  The client explicitly waives its own standard terms and conditions, even if these were drawn up after these standard terms and conditions of sale. In order to be valid, any derogation must be expressly agreed to in advance in writing.
  2. Our invoices are payable within 3 working days, unless another payment timeframe is indicated on either the invoice or the order. In the event of non-payment by the due date, Cactus Rain LLC reserves the right to request a fixed interest payment amounting to 10% of the sum remaining due. Cactus Rain LLC will be authorized to suspend any provision of services without prior warning in the event of late payment.
  3. If a payment is still outstanding more than sixty (60) days after the due payment date, Cactus Rain LLC reserves the right to call on the services of a debt recovery company. All legal expenses will be payable by the client.
  4. Cactus Rain LLC undertakes to do its best to supply performant services in due time in accordance with the agreed timeframes. However, none of its obligations can be considered as being an obligation to achieve results. Cactus Rain LLC cannot under any circumstances, be required by the client to appear as a third party in the context of any claim for damages filed against the client by an end consumer.
  5. In order for it to be admissible, Cactus Rain LLC must be notified of any claim by means of a letter sent by recorded delivery to its registered office within 8 days of the delivery of the goods or the provision of the services.
  6. All our contractual relations will be governed exclusively by United States law.
  7. DISCLAIMER OF WARRANTIES. OTHER THAN AS EXPRESSLY STATED HEREIN, Cactus Rain ON BEHALF OF ITSELF AND ITS AFFILIATES AND SUBCONTRACTORS DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT AND ANY OTHER INFORMATION OR MATERIAL PROVIDED IN CONNECTION HEREWITH, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, ERROR-FREE OR UNINTERRUPTED SERVICE, OR FITNESS FOR A PARTICULAR PURPOSE.
  8. LIMITATION OF LIABILITY. IN NO EVENT SHALL LEAPFROG OR ANY AFFILIATE OR SUBCONTRACTOR OF LEAPFROG BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS (INCLUDING SUBSTITUTION OF SERVICES) ARISING OUT OF OR RELATING HERETO OR ANY THIRD PARTY SERVICES DELIVERED IN CONNECTION HEREWITH EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF ITS NEGLIGENCE OR OTHER FAULT AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY. IN NO EVENT SHALL LEAPFROG’S OR ITS AFFILIATES’ OR SUBCONTRACTORS’ CUMULATIVE LIABILTY HEREUNDER, OTHER THAN FOR CLAIMS FOR PAYMENT OF FEES DUE, EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT TO LEAPFROG FOR WORK PERFORMED UNDER THE APPLICABLE DESCRIPTION OF SERVICES IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING ANY SUCH INITIAL CLAIM.
  9. This Agreement, including all attachments hereto, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.