Got Alcohol / DBA (“gotalcohol.com”) and the customer (“Customer”) identified on the accompanying customer order confirmation (the “Order Confirmation”) hereby agree to the following terms and conditions (these “Terms and Conditions”). All terms used, but not identified herein, shall have the respective meanings set forth in the Order Confirmation.
CONTROLLING DOCUMENT. The acceptance by Got Alcohol of any order placed by Customer for delivery of the service (together with delivery services and other items comprising or accompanying such service, each specified in the Order Confirmation, is expressly conditioned on Customer’s agreement to these Terms and Conditions. Got Alcohol shall provide the service only under these Terms and Conditions. These Terms and Conditions, together with the Order Confirmation, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior communications, representations, understandings, agreements and course of dealings. Customer’s order for delivery of the service shall be solely for the purpose of requesting delivery and sales. Any provision of any order for the lease of service (or other documents and communications) which is in any way inconsistent with or in addition to the terms and conditions contained herein shall not be binding on Got Alcohol unless expressly agreed to in writing by Got Alcohol.
TERM AND PAYMENT OBLIGATIONS. The term of the services performed shall continue for the period of time specified in the Order Confirmation (the “Service Term”). For each service provided by Got Alcohol, specified in the Order Confirmation (each, a “Service Transaction”), Customer shall pay to Got Alcohol, the applicable base fees set forth in the Order Confirmation (the “Base Fees”), and any applicable additional fees and expenses chargeable to Customer under these Terms and Conditions (collectively, together with the Base Fees, the “Payment Obligations”). Customer shall pay to Got Alcohol, each Payment Obligation within the order days and deliver of service and after the date of the applicable invoice for such Payment Obligation. For each Service Transaction, Customer shall be responsible, at Customer’s sole cost, for all fees and expenses (which shall be included in the Payment Obligations) of the delivery of the applicable service from Got Alcohol, set forth in the Order Confirmation. CUSTOMER’S PAYMENT OBLIGATIONS SHALL BE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO ANY ABATEMENT, SET-OFF, DEFENSE OR COUNTER-CLAIM AND MAY NOT BE CANCELLED FOR ANY REASON WHATSOEVER.
CUSTOMER HEREBY ACKNOWLEDGES THAT THE LIMITED WARRANTY SHALL NOT APPLY TO THE EXTENT ANY SERVICE ARE USED BEYOND THE APPLICABLE LEASE TERM OR ARE USED IN ANY MANNER INCONSISTENT WITH THESE TERMS AND CONDITIONS. CUSTOMER HEREBY ASSUMES, AND GOT ALCOHOL HEREBY EXCLUDES, ANY AND ALL RESPONSIBILITY FOR ANY LOSS, LIABILITY OR DAMAGE TO THE CONTENTS OF ANY DELIVERY SERVICES IN CONNECTION WITH ANY USE OF THE SERVICE BY CUSTOMER BEYOND SUCH LEASE TERM, OR CONTRARY TO THESE TERMS AND CONDITIONS.
OTHER THAN THE EXPRESS LIMITED WARRANTY SET FORTH ABOVE, GOT ALCOHOL HEREBY EXCLUDES ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED BY OPERATION OF LAW, COURSE OF DEALING, TRADE USAGE, REPRESENTATION, STATEMENT OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR INFRINGMENT OF INTELLECTUAL PROPERTY RIGHTS. GOT ALCOHOL ALSO EXCLUDES ALL OTHER OBLIGATIONS AND LIABILITIES IN CONNECTION WITH THE LEASE OF THE SERVICES. GOT ALCOHOL SHALL NOT UNDER ANY CIRCUMSTANCE BE LIABLE TO ANYONE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS AND LOST SAVINGS, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT GOT ALCOHOL OR A LICENSOR OF GOT ALCOHOL WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IN NO EVENT SHALL GOT ALCOHOL BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICE. GOT ALCOHOL MAXIMUM LIABILITY FOR ANY REASON SHALL NOT EXCEED THE TOTAL PAYMENTS ACTUALLY PAID BY CUSTOMER TO GOT ALCOHOL HEREUNDER FOR THE RELEVANT SERVICE. Got Alcohol either assumes nor authorizes any person, firm or entity to assume for it any other additional liability or responsibility in connection with the service. Customer accepts all of the terms and conditions herein.
Default. Customer is in default of these Terms and Conditions if any of the following occurs: (a) Customer fails to pay any Payment Obligation or other sum when due and such failure is not cured within thirty (15) days; (b) Customer breaches any warranty or other obligation under this Lease; (c) Customer becomes insolvent or unable to pay its debts when due; Customer stops doing business; Customer makes an assignment for the benefit of creditors or Customer undergoes a substantial deterioration in its financial condition; or (d) Customer files (voluntarily or involuntarily) a petition for liquidation, reorganization, adjustment of debt or similar relief under the Federal Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver or liquidator is appointer for Customer or a substantial part of Customer’s assets or business (each, a “Default”).
Remedies. Upon the end of the Lease Term or the occurrence of a Default, Got Alcohol may declare the entire balance of the unpaid Payment Obligations for the full Lease Term immediately due and payable, sue for and receive all Payment Obligations and any other payments then accrued or accelerated under these Terms and Conditions plus the Replacement Value of the services performed. If Customer does not pay to Got Alcohol any amount owing under the applicable Order Confirmation or these Terms and Conditions within the applicable payment period, then Got Alcohol may charge Customer interest on all amounts due at the rate of ten percent (10%) per month, but in no event more than the maximum rate permitted by law, calculated from the date such amount was first due until paid in full. Customer additionally shall pay to Got Alcohol all fees and expenses incurred by Got Alcohol in connection with the enforcement of any remedies, including reasonable attorneys’ fees and costs.
Miscellaneous. These Terms and Conditions may be amended or supplemented only by a writing that refers explicitly to these Terms and Conditions and that is signed by the authorized representatives of both parties. These Terms and Conditions shall be governed by and construed in accordance with the law of the State of California without regard to its conflict of law principles. Customer hereby consents to the exclusive personal jurisdiction and venue of the federal and state courts located in Los Angeles County, California for any matter arising out of or related to these Terms and Conditions. No waiver, alteration or modification of any of the provisions hereof shall be binding on Got Alcohol unless made in writing and duly authorized and executed by Got Alcohol. A waiver or modification by Got Alcohol of any condition or obligation of Customer hereunder shall not be construed as a waiver or modification of any other condition or obligation and no waiver or modification by Got Alcohol granted on any one occasion shall be construed as applying to any other occasion. If any of the provisions in these Terms and Conditions are held to be in violation of applicable law or applicable court decision, then such provisions are hereby waived or amended to the extent necessary to achieve the same economic effect for these Terms and Conditions to be enforceable in such jurisdiction and the rest of this these Terms and Conditions shall remain in full force and effect. All notices, reports, requests, approvals and other communications required or permitted hereunder must be in writing, sent to the applicable party at its address specified in the Order Confirmation and shall be effective upon receipt.