Blue Thistle Vendor Terms & Conditions
This Agreement is between Blue Thistle Cakes and its successors and assigns (the “Vendor”) and the undersigned Client (“Client”).
PAYMENT, CANCELLATION AND REFUND POLICY
DEPOSITS & PAYMENTS:
• The client shall pay for their entire package, in full, no later than midnight 14 days prior to their event date. If the client fails to pay the full payment when due, then the vendor may cancel all or portions of its services.
CANCELLATIONS & REFUNDS:
• The client may not cancel their service except as provided in this agreement.
• The client may cancel their service any time prior to 14 days before their event date
• The client may cancel their service any time on or after 14 days before their event date and, upon such cancellation, the vendor shall be entitled to retain (or if not yet paid, payment of) 100% of the total amount payable by the client for the service.
• If client cancels their event as permitted in this agreement, then the vendor (a) will refund the client any sums which it holds in excess of the amount it is entitled to retain under this agreement and (b) may immediately make the client’s event date and time available to other customers.
• The agreement of the vendor to provide the service is subject to proven delays and/or cancellations by accidents, riots, strikes, epidemics, acts of God, or any other legitimate conditions beyond their control. If such circumstances arise, the vendor will use commercially reasonable efforts to find a replacement. If the vendor be unable to secure a replacement to provide the service, client shall receive a full refund.
• The client may only make changes to their service as provided in this agreement.
• Changes to service – The client may request to change their service at any time prior to 14 days prior to their event date and the vendor will use commercially reasonable efforts to accommodate the request but is not obligated to do so. If a client requests to change their service, all payments including non-refundable deposits shall apply to the newly selected service.
• Changes to service dates – The client may request to change their service date to another available date at any time prior to 14 days prior to their event date and the vendor will use commercially reasonable efforts to accommodate the request but is not obligated to do so. If a client requests to change their date, all payments including non-refundable deposits shall apply to the newly selected date. All deposits and payments are not transferable to a different client for a changed date.
All customizations (including delivery arrangements) & payments associated this service will be managed directly with The Vow Exchange Events and not with the vendor. The vendor will not be available for consultation for customizations included in this service. Arrangements made directly with a vendor (affiliated or not affiliated with The Vow Exchange) will be billed separately by the vendor and are not included in the service booked through The Vow Exchange Events. The Vow Exchange Events is not accountable for services arranged outside of this service.
LIMITATION ON LIABILITY
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE VENDOR HEREBY SPECIFICALLY DISCLAIMS ALL WARRANTIES, IMPLIED OR EXPRESS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE VENDOR SHALL NOT BE LIABLE UNDER THIS AGREEMENT FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES. THE VENDOR’S LIABILITY UNDER THIS AGREEMENT (SAVE IN RESPECT OF ANY LIABILITY CAUSED BY IT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) SHALL NOT EXCEED THE AMOUNT PAID TO IT UNDER THIS AGREEMENT.
THE VENDOR SHALL NOT BE LIABLE FOR ANY ACTION OR OMISSION OF CLIENT, CLIENT’S GUESTS OR INVITEES, OR ANY THIRD-PARTY, INCLUDING WITHOUT LIMITATIONS INDEPENDENT CONTRACTORS WORKING IN OR ON THE PREMISES USED FOR CLIENT’S EVENT.
Additionally, the Client shall protect, defend, indemnify and hold the Vendor and its affiliates and related parties, as well as each of such entities’ owners, directors, officers, managers, employees, and contractors, harmless, from and against any and all expenses, claims (including third party claims), actions, liabilities, losses, and damages of any kind whatsoever, resulting or arising out of all acts or omissions by the Client, its guests, and invitees, constituting fraud, willful misconduct, bad faith, or negligence. Without limiting the foregoing, this indemnification shall apply and cover all forms of damage to and/or destruction of personal and private property caused by the Client, its guests, and invitees.
This Agreement sets forth the complete and entire agreement between the parties relating to the subject matter in this Agreement and supersedes all other discussions, negotiations, proposals, and agreements, whether oral or written, previously discussed or entered into, by the parties relating to the subject matter in this Agreement.
This Agreement may only be amended using a written (or digital) document signed by all of the parties.
The failure or delay by a party to exercise any right or remedy in this Agreement shall not operate as a waiver of that right or remedy. A waiver of a misrepresentation in or breach of this Agreement shall not constitute a waiver of a subsequent misrepresentation or breach. A waiver of a misrepresentation in or breach of this Agreement shall not be effective unless it is in writing and signed by the waiving party.
Each term of this Agreement shall be treated as separate and independent from the other terms in this Agreement and the unenforceability of one term shall not impair the enforceability of the other terms. If a court with competent jurisdiction declares any time period or scope in this Agreement unenforceable, then such time period and/or scope shall be adjusted to a time period and/or scope that the court deems reasonable.
This Agreement and the rights and obligations in this Agreement may not be assigned by a party without the prior written consent of the other parties, except that the Vendor may assign this Agreement and its rights and obligations in this Agreement pursuant to a merger, acquisition, or other change of control.
This Agreement shall be governed by and construed in accordance with Missouri law, excluding its conflict of law principles. For any dispute arising out of or relating to this Agreement, the parties consent to jurisdiction in and the exclusive venue of the state and federal courts in Jackson County, Missouri. The parties each waive trial by jury in all actions, proceedings, and counterclaims brought by either party against the other on any matter arising out of or in any way connected or related to this Agreement.
This Agreement may be signed using electronic signatures, which shall be deemed valid and effective for all purposes with the same force and effect as if such electronic signature were ink-signed.