You must adhere to the terms and conditions for any use of the Landway Site ("Site" as defined below). These terms and conditions are a legal agreement between you and the company or business you work for, and Landway International Corp. ("Landway") stating the terms that govern all orders from Landway and your use of this Site (the "Agreement"). Please read the entire Agreement carefully.
Orders: Sections 13, 14 and 15, below, apply to all orders (whether placed by phone, through this Site, emailed or by some other method). You agree that, by placing an order with Landway, you expressly accept the terms and conditions listed in sections 16, 17 and 18.
Use of the Site. Sections 1 through 12 apply specifically to any use of the Site. You agree that your use of the Site or any services available on or through the Site constitutes acceptance of the terms and conditions herein. If you work for or represent a business, you represent and agree that you are authorized by that business to enter into this Agreement on behalf of that business. Landway is relying on the fact that you are authorized to enter into this Agreement on behalf of that business. If at any time you do not agree to be bound by this Agreement, you must immediately stop using the Site.
Landway may from time to time amend, supplement or modify the terms of this Agreement. You must check this Agreement periodically for changes. Your continued use of the Site following the posting of any amendment, supplement or modification means that you accept and agree to it/them.
1. The Site. The Site includes everything posted on or provided through pages posted at www.landway.com or any other websites owned or controlled by Landway including, but not limited to the following general categories:
Content: Content encompasses everything you see, hear, or otherwise receive from, on or through the Site, including but not limited to all software, marketing tools, images, graphics, photographs, works, copyright-protectible subject matter, trademarks, service marks, trade dress logos, trade names, text, documents and sounds, and all services provided through the Site.
2. Use of the Site. You may access, use or download Content for your business only as specifically permitted on the Site, or for your personal, noncommercial purposes. Landway grants you a limited, revocable, nonexclusive right to use the materials on the Site as specifically permitted on the Site, for the purposes expressed on the Site. These limited rights are granted to you as long as you:
Agree that, once you receive a Landway "customer number" you and/or authorized employees and agents will use your customer number to access the Site for your internal business purposes, and you will not allow anyone other than your authorized employees or agents to use your customer number to access the Site for these purposes. Make only lawful use of the Site and the content. Keep unchanged all copyright and other notices. Protect the Content from unauthorized use, modification, reproduction, distribution or publication. Do not portray Landway, its affiliates or licensors, or their products or services, in a false, misleading, derogatory, or offensive way. Abide by all applicable local, state, federal, national and international laws, rules and regulations. Do not use a false e-mail address, impersonate any person or entity, or otherwise mislead anyone as to the origin of your services or of any Content. Do not directly or indirectly access, use or download Content for the purpose of competing with Landway (e.g., scraping product data or user information). You may not interfere with the Site or any other user's use of the Site by, for example, overloading, flooding, mail-bombing or crashing the Site, sending spam of any kind through the site, or inserting any code or product or manipulating the Content in any way that affects any third party's experience of the Site.
Landway may, at its sole discretion, terminate your access to the Site if it believes that you have directly or indirectly violated all or portions of your obligations under this Section 2.
4. Use by Children. The Site is intended only for those ages 18 and older. If you are under 18, you may not register or submit personally identifiable information on, to or through the Site. Landway does not collect personally identifiable information from any person Landway knows to be under 18.
5. Links. Links from the Site to third party sites are provided only as a convenience. You use outside links at your own risk. These links do not constitute Landway's endorsement of any third party, its site, or its goods or services. Landway shall not be responsible for and hereby disclaims liability for any injury or damages you may experience by using third party materials. You may not create links to the Site that portray Landway in a false or misleading light. You may not use "framing" or similar techniques to enclose any portion of the Site.
6. Images. All images, photographs, pictures, designs and illustrations appearing on the Landway Site are protected by copyright law and other applicable laws and regulations. Images on the Landway Site are intended for use by Landway customers only. By accessing the “Images”, you represent and warrant that you are a customer of Landway and will at all times comply with all applicable laws, regulations, this Agreement and any other terms and conditions of use. You may not use Images on the Landway Site for any purpose unrelated to your business with Landway. Images are updated from time to time. You may only use Images currently appearing on the Landway site and it is your responsibility to ensure that, at all times, you use current Images. Use of model or other images that would be potentially unflattering, defamatory, libelous, or otherwise unlawful is strictly prohibited.
7. Intellectual Property. Unless otherwise noted, Landway owns all Content, and any copyright, trademark, trade dress or other intellectual property which is protected under U.S. and international laws and treaties. You may not use any Landway trademark as part of your company name, corporate name, trade name or domain name.
8. Disclaimers and Liability Limitations. YOU USE THE SITE (THE "LANDWAY SITE") SOLELY AT YOUR OWN RISK. LANDWAY PROVIDES THE LANDWAY SITE ON AN "AS-IS, WHERE-IS" BASIS, AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING BUT NOT LIMITED TO ACCURACY, COMPLETENESS, IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE TITLE, AND NONINFRINGEMENT AND ANY IMPLIED INDEMNITIES.
IN NO EVENT WILL LANDWAY OR ITS LICENSORS BE LIABLE UNDER ANY THEORY FOR ANY DAMAGES RELATED TO YOUR USE OF OR INABILITY TO USE THE LANDWAY SITE, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOSS OF OR DAMAGE TO PROPERTY, EVEN IF LANDWAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If you are dissatisfied with the Site or any of the terms in this Agreement, your sole and exclusive remedy is to stop using the Site. Some states do not allow certain limitations on implied warranties or certain damages, so some of the above exclusions may not apply to you. You understand and agree that Landway would not make the Site available "but for" your agreement to these disclaimers and liability limitations, and that Landway is at all times relying on your agreement to these disclaimers and liability limitations when it provides you with access to and use of the Site.
9. Indemnification. You agree to defend, indemnify and hold harmless Landway and its affiliates, officers, directors, owners, agents, employees, contractors, licensees and licensors from and against any and all actual or threatened claims, damages, costs and expenses, including all costs, expenses and reasonable attorneys' fees (including without limitation, fees and costs incurred in a bankruptcy proceeding, whether or not a lawsuit is filed), arising from or related to your use of the Site and for your violation of any of the terms or conditions contained in this Agreement.
10. Termination. Your failure to comply with any of the covenants, terms or conditions in this Agreement automatically revokes your authorization, right and license to use the Site and terminates any and all rights granted to you hereunder. Various parts of this Agreement will continue in full force and effect upon termination of your rights, according to their nature, including restrictions, disclaimers, liability limitations and indemnification obligations. Upon termination, you must promptly destroy all Content downloaded or obtained from this Site. Landway may change, suspend or discontinue or restrict any Site feature at any time without prior notice.
11. Applicable Law and Dispute Resolution. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of California, without giving effect to principles and provisions thereof relating to conflict or choice of laws irrespective of the fact that any one of the parties is now or may become a resident of a different state. Venue for any action under this Agreement shall lie only in San Mateo County, California. The parties hereby consent to personal jurisdiction over them by the courts within San Mateo County, California. The parties waive all objection and challenge to such venue and personal jurisdiction. In the event of a dispute hereunder, the prevailing party shall be entitled to recover its costs and expenses incurred, including reasonable attorneys' fees.
12. Miscellaneous. This Agreement constitutes the entire agreement between you and Landway regarding access to and use of the Site and superseding and entirely replacing prior agreements (if any) between you and Landway. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Landway's failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement. Landway will not be responsible for failures to fulfill any obligations due to causes beyond its control.
YOU HAVE READ, UNDERSTOOD AND APPROVED OF THIS AGREEMENT; YOU HAVE HAD AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL AND WITH SUCH OTHER EXPERTS OR ADVISORS AS YOU HAVE DEEMED NECESSARY IN CONNECTION WITH THIS AGREEMENT. THE FACT THAT LANDWAY MAY HAVE DRAFTED ALL OR PORTIONS OF THIS AGREEMENT SHALL HAVE NO BEARING UPON ITS INTERPRETATION OR CONSTRUCTION.
YOU UNDERSTAND AND AGREE THAT THE PROVISIONS CONTAINED HEREIN REPRESENT AN AGREED ALLOCATION OF RISK WHICH IS REFLECTED IN THE OBLIGATIONS HEREUNDER SUCH AS THE DISCLAIMER OF ALL WARRANTIES AND THE LIMITATIONS ON LIABILITY. LANDWAY COULD NOT PROVIDE THE LANDWAY SITE, OR ITS PRODUCTS OR SERVICES TO YOU AT THE CURRENT PRICING "BUT FOR" YOUR AGREEMENT TO THESE TERMS AND CONDITIONS.
13. Sales Policies.
Effective January 1, 2015
1. Landway will sell products only to authorized customers who, in the sole discretion and judgment of Landway: (a) do not advertise, promote, distribute, sell or market in any way that disparages, misrepresents or injures our products; and (b) do not distribute or sell products employing any illegal, deceptive, undesirable, or improper advertising, marketing or selling practice, including predatory or "loss leader" pricing, bait and switch, or negative selling practices.
2. Landway reserves the right to prohibit the addition to any Landway product any mark, name, design or logo that does not meet the high standards of the brand. Please contact your sales representative with questions. Landway prohibits placing logos or emblems on Landway products that will negatively impact the Landway brand, including but not limited to logos or emblems of a pornographic nature, for organizations that promote illegal activities or discriminatory behavior or for competitors of Landway identified by Landway.
3. If Landway believes, in its sole judgment, that you have failed to comply with the policy or policies stated herein, it may provide you with written notice of the same. Landway may, upon delivery of such written notice to you, stop selling Landway products to you or terminate the relationship.
4. Landway requires all customers to allow Landway access to their company website in the same manner allowed to the general public. Blocking Landway from your company site may result in Landway discontinuing sales to you.
This sales policy is not a contract, nor an offer to form a contract. Landway is not asking for and will not accept any agreement affirming your compliance with this policy. This policy simply describes the circumstances under which Landway may, in its sole discretion, choose to continue selling products to you.
Landway representatives are strictly prohibited from discussing this sales policy or any other pricing practice with you, and from seeking or accepting any assurance of compliance with this policy. All questions regarding this Policy shall be directed, in writing, to Landway, Attn: Sales Policy Coordinator, 2368 Lincoln Ave, Hayward, CA 94545.
Landway does not seek any comment or criticism from you about the pricing or advertising practices of any other authorized customer. Landway will not, under any circumstances, discuss the business dealings of any authorized customer with any other authorized customer. Landway reserves the right to change, amend, or discontinue this sales policy at any time, and no third party has any right to rely on the continued existence of this policy, or any act or omission by Landway to enforce this sales policy. Landway may elect not to enforce advertising price policies for high volume orders.
14. Ordering Terms & Conditions Orders for Landway Corporation goods (the "Goods") are subject to the following terms and conditions of sale. These terms and conditions of sale shall govern the sale of Goods from Landway International Corp. ("Landway") to you and/or the company you are authorized to represent ("you"). Landway's performance is expressly made conditional upon your agreement to these terms and conditions of sale. Any provisions or conditions of any purchase order or other document, which are inconsistent with or in addition to these terms and conditions are hereby rejected and shall be inapplicable and not binding upon Landway.
1. Ordering. Landway shall accept your orders in writing, by phone (with follow-up written confirmation) or through electronic means for web-based orders. You may not cancel an order accepted by Landway (i.e., they are non-refundable), except upon the consent of Landway in each instance. You may pay for your first order by Cash On Delivery, pre-payment, credit card or with a company check upon prior credit approval by Landway. Landway shall deliver Goods F.O.B. Landway's shipping facility; risk of loss for Goods passes to you once Goods are loaded onto the courier at Landway's facility. Landway shall make commercially reasonable efforts to meet any shipment date stated on the face of any accepted order. However, you understand and agree that shipment of Goods is subject to availability, and LANDWAY EXPRESSLY DISCLAIMS LIABILITY FOR ANY FAILURE TO MEET SUCH DELIVERY DATES. Landway shall have the right to deliver Goods at one time or in portions from time to time, and to invoice for those portions delivered. Payment will not be considered final until all freight charges and taxes billed to you have been paid. You may order samples from Landway and receive a full refund if you return them within thirty (30) days and pay for all related shipping charges.
2. Payment. You shall purchase Goods in accordance with Landway's price list in effect at the time of the order (less other discounts, if any). Prices are exclusive of all sales or use taxes, tariffs, customs (except fees associated with original U.S. importation which Landway pays), duties and other governmental charges. You shall pay or reimburse Landway for any and all such charges. Late payment of any amount will be grounds for Landway to discontinue performance under these terms and conditions of sale. Any amounts not paid by the due date will be subject to a finance charge at a rate equal to the lesser of 1.5% per month or the maximum rate allowed by law. However, payment of such finance charge will not excuse or cure a breach or default for late payment. Returned checks will be subject to a $40.00 per check charge. All freight is F.O.B. point of origin. You remain responsible for all shipping and handling charges including, without limitation, failure by the consignee to pay shipping charges, failure by any third party to pay shipping charges, or an incorrect or invalid shipping account number. Landway accepts American Express, Visa and MasterCard (please ask your sales representative for details).
3. Pricing. All prices are subject to change without notice. Landway assumes no responsibility and shall incur no liability whatsoever if price change notices are not received. In the event of new federal or state taxes or legislation affecting the costs of products or items, Landway reserves the right to increase prices as it deems appropriate or necessary. Merchandise is subject to change or withdrawal, or may be temporarily or permanently out of stock. We assume no liability for delays or failure to deliver due to our inability to obtain supplies. Landway has no minimum order amount.
4. Discounted. Orders placed for one to 72 pieces in a specific style, color and size group receive piece pricing. 73 or more pieces in a specific style, and 500 or more pieces in a color and size group receive discounted pricing. Many product descriptions include the weight of the fabric indicated in ounces. All weights included in product descriptions are averages based on the color offering for that specific item.
5. Backorders. Backorders can only be placed for Goods that are out of stock at our warehouse at the time that the order is placed. All backorders will be filled as inventory is available. You will not be charged until your backorder ships. All items are priced at the time of fulfillment. Only sale pricing and promotional discounts that are active at the time that the backorder is filled will be applied. Shipping method is at Landway’s discretion and may vary by location. You will receive fulfillment notification from us as Goods are available. No backorders will be accepted for discontinued or closeout merchandise and catalogs. Fulfillment of backorders is subject to the availability of Goods. Estimated Times of Arrival (“ETA”s) provided at the time of backorder placement are courtesy estimates only for when Goods are expected to be received by Landway. We assume no liability for delays or failure to deliver due to our inability to obtain supplies.
6. Returns and Cancelled Orders. It is your responsibility to check for discrepancies or defects in an order before any alterations or embellishments are made. Returns must be authorized by Landway in advance. Claims for returns for defective Goods must be made in accordance with the warranties in Landway’s General Terms and Conditions of Sale. Altered or embellished garments, excluding irregulars, are not returnable. Authorized returns must be accompanied by a return authorization number from Landway. Returns without original corresponding invoice number(s) will be credited at the lowest published price. Cancelled orders or returns of unwanted merchandise must be approved in advance and may be subject to a 15% restocking fee plus applicable shipping charges. Merchandise that is not Landway’s will be returned to you at your expense or disposed of by Landway. Discontinued or close-out items are not returnable. All returns must be prepaid. Please contact Landway Customer Service for a return authorization and shipping address.
7. Export Shipments. Many Goods that have been imported into the U.S. cannot be exported to other countries. It is your responsibility to check with their freight forwarder to confirm foreign documentation requirements and verify that items to be exported will be released by customs at the final destination. Landway is not responsible for providing this information or any documentation required to export goods purchased from Landway or for re-importation to the U.S.
15. General Terms & Conditions of Sale
Orders for Landway Corporation goods (the "Goods") are subject to the following terms and conditions of sale. These terms and conditions of sale shall govern the sale of Goods from Landway Corporation ("Landway") to you and/or the company you are authorized to represent ("you"). Landway's performance is expressly made conditional upon your agreement to these terms and conditions of sale. Any provisions or conditions of any purchase order or other document, which are inconsistent with or in addition to these terms and conditions, are hereby rejected and shall be inapplicable and not binding upon Landway.
1. Warranties, Disclaimer, Limitations on Liability. Landway warrants only that the Goods shall be free from material defects on the delivery date, provided, you store and handle the delivered Goods in such a manner that meets or exceeds the storage and handling procedures utilized by Landway.
You must provide Landway with written notice of any warranty claims no later than thirty (30) days after receipt of the applicable order of Goods. Failure to provide written notice within such 30-day period shall void Landway's warranties in their entirety. As Landway's sole responsibility and liability, and YOUR ONLY AND EXCLUSIVE REMEDY for any breach or breaches of such warranties, Landway shall, upon written notice from you, either (at Landway's option) replace the defective portion of the Goods, or accept return thereof and refund the price paid by you for the defective portion. Any misuse, improper handling, storage, use, modification or alteration of the Goods by any third party shall void the forgoing warranty. You shall remain entirely responsible for any shipments by you or your company for purposes of returning defective products or packages hereunder to Landway, and all risk of loss or damage during shipment shall be born by you. Landway will pay (or reimburse you) for reasonable shipping and handling charges limited to valid warranty claims.
You agree and acknowledge that any benefits derived from use or resale of the Goods will depend on factors which vary from business to business and which are not within Landway's control. YOU ARE RESPONSIBLE FOR THE SELECTION OF THE GOODS TO MEET YOUR, YOUR COMPANY'S OR ITS CUSTOMERS' NEEDS, AND LANDWAY MAKES NO WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE USE OR SALE OF THE GOODS IN YOUR BUSINESS. THE WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES MADE BY LANDWAY. LANDWAY EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE AND ANY IMPLIED INDEMNITIES.
IN NO EVENT WILL LANDWAY BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RESULTING FROM THE PERFORMANCE OR BREACH OF THIS AGREEMENT, OR THE USE OR SALE OF GOODS BY YOU, OR ANY OTHER PARTY, OR FROM THE MANUFACTURE, SALE OR USE OF ANYTHING MADE BASED ON THE GOODS, EVEN IF LANDWAY IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INJURIES TO CONSUMERS DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDWAY. You agree that, regardless of the form of action, whether in contract or tort, including negligence, Landway's liability for damages claimed by you with respect to the Goods shall not exceed fees received by Landway from you for the applicable Goods hereunder. Regardless of the form of action, whether in contract or tort, including negligence, Landway's liability for damages claimed by third parties with respect to the Goods, as between Landway and you shall not exceed fees paid to Landway hereunder. No action, regardless of form, arising under this Agreement (other than an action for non-payment of any purchase prices or other amounts owed by you to Landway), may be brought by either party more than one (1) year after the date of the alleged breach. Landway shall not be liable for any failure to perform under this Agreement where such failure is due to any cause beyond Landway's control.
You hereby release and shall defend and hold Landway and its owners and agents harmless from and against any actual or threatened claims, losses, liabilities (including without limitation any punitive damages and fines), costs and expenses (including without limitation reasonable costs of litigation and attorneys' fees) related to third party actions (a) in which it is determined that Landway is not at fault; and/or (b) arising from or relating to any acts or omissions by you, your company or your customers.