Terms and Conditions

Terms and Conditions


Seller and Buyer (each of them: a “party” or collectively: the “parties”) agree that the terms and conditions set forth herein (“Agreement”) shall, as of the date of the Acceptance (the “Effective Date”)apply  to all  of Buyer’s current and future purchases of goods (“Goods”) from and provision of Services (“Services”) by Seller.

1.   PriceThe prices of the Goods purchased from Seller and/or Services provided by Seller shall be set forth in Seller’s acceptance of Buyer’s purchase order(s) or by any other means that Seller may  from time to  time utilize. Quotations of prices must be received from Seller in writing in order to be effective . Unless otherwise stated in  any quotation, the  term for all quoted prices shall expire in thirty (30) days following  the date Seller made  the quotation.  Quoted  prices do not include sales,  use or other taxes or government charges arising  out  of  or  related  to  the manufacture, distribution or sale of the Goods or  provision  of Services.All such taxes or charges, other than taxes on Seller’s income,  will  be paid by Buyer. Orders are firm and  not  subject  to  cancellation  or revision except by written consent of Seller. Buyer is responsible for reasonable cancellation charges. Prices for the goods or provision of services may be increased on account of new or increased (i) taxes on the manufacture or sale of goods or provision of services, (ii) governmental charges or (iii) cost of raw materials (but only if the cost of raw materials increases by more than ten percent (I 0%) after the date on which Seller quoted its price to Buyer).

2.   Payment TermsExcept as provided below, all invoices shall be due and payable according to the terms stated on Seller’s invoice. If  Buyer fails to pay for any Goods or Services on these terms or  reasonable grounds for insecurity otherwise arise, Seller shall have the right  to revoke any credit Buyer  has and/or  suspend  further shipments of  goods or provision of services until receipt of adequate assurance of Buyer’s performance in accordance herewith. If Seller ceases to extend credit, payment shall be, at Seller’s option, upon cash terms or any  type  of secured transaction specifically approved in writing by Seller.  All amounts  not paid on  these terms shall  bear interest at the rate of one and a half percent (1.5%) per month, unless this rate exceeds the highest rate permitted by applicable law, in which event the rate shall  be  at  the highest rate permitted by such law. Buyer shall make payment of all amounts on these terms without deduction or setoff for any reason whatsoever and without Seller being compelled to take action to collect such amounts. Buyer shall, upon demand, reimburse Seller for  all collection expenses, including but not limited to reasonable attorney’s fees and court costs. If a Seller invoice does not provide for  payment terms, payment shall be made ultimately within thirty (30) days of the invoice date.

3.   Purchase Orders; Delivery Terms; Other TermsThe requested quantity terms and delivery times for the shipment of Goods (Specific Delivery Terms”) hereunder shall be as set forth in forth in the Buyer’s purchase order as agreed by Seller. Purchase Orders are not final  or binding until written agreement by Seller. Seller will use all reasonable efforts to meet such Specific Delivery Terms;provided, however, that Seller’s performance shall be excused upon and  during continuation  of any event, condition or occurrence beyond Seller’ s reasonable control, including but not limited to fire, flood, storm, acts of God, war, civil insurrection, unavailability of raw materials , acts of terrorism , industry wide shortages, labor disturbances and lack of transportation services or supplies. Seller reserves the right to make delivery in  installments.  All such installments shall be separately invoiced and paid for on terms, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining deliveries. Buyer agrees that delivery of a total quantity that is up to ten percent (10 %) more or less than specified in the Specific Delivery Terms is acceptable and Buyer will either pay for the additional Goods or will receive a credit for the shortage at the contract price.  Goods shall be delivered Free Carrier (“FCA” (i) at Seller’s production plant or (ii) at a Seller’s controlled warehouse or (iii) as otherwise stated on a Seller invoice. The Goods are considered to be delivered and risk transferred if Seller has transferred control over the Goods to be delivered into the charge of the carrier. This Agreement shall apply to all orders and deliveries of Goods to Buyer.  Except for the Specific Delivery Terms agreed to by Seller in writing, no other terms and conditions set forth in any of Buyer’s purchase orders shall apply to any sale s of Goods by Seller to Buyer. If any conflict exists between Buyer ‘s purchase order terms and the terms of the Agreement or a written acceptance issued by Seller, the terms of this Agreement shall control.

4.   Risk of LossTitle and risk of loss to the Goods shall pass to Buyer upon delivery to the carrier.

5.  Warranties. Seller represents and warrants that, when delivered, the Goods will: be free of manufacturing defects including paint delamination, broken parts and excessive corrosion material and workmanship.The duration of this warranty is for two years from date of delivery. The warranty does not include damage due to abuse, neglect or Buyer’s poor environment/location of items resulting in excessive corrosion. Warranty claims must be in writing and accompanied with photographs and, if requested by Seller, the parts claimed to be defective.

6.   Provision of ServicesSeller may also provide services to assist with the installation of products in accordance with the instructions provided by Seller. The scope of such services will be adjusted from time to time and the scope of such services shall be determined in the terms and conditions of a particular purchase order.7.   Disclaimer of WarrantiesTHE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.THE IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED.

8.   Limitation of RemediesBuyer’s sole and exclusive remedy for any defects in Goods sold or Services provided hereunder, whether Buyer’s claim arises by virtue of the warranty set forth herein or otherwise, shall be limited to the repair or replacement (at Seller’s option) of such Goods and/or Services. Claims for shortages must be made within five (5) working days after Buyer’s receipt of the Goods. If, within the warranty period, Buyer believes any Goods are defective, Buyer must promptly notify Seller of the nature of the defect. Goods may not be returned to Seller without Buyer first obtaining a return authorization number and shipping instructions from Seller. If the Goods are finally determined to be defective, Seller will pay the shipment costs to and from its plant. If the Goods are finally determined not to be defective, Buyer will pay such shipment costs. If the Goods are defective and Seller is unable to repair the Goods to conform to the warranty, Seller will, at its option, either refund the purchase price of the defective Goods or provide a replacement product, which conforms to the warranty. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES,OR FOR LOSS OF PROFITS, LOSS OF BUSINESS, DOWNTIME, PROPERTY DAMAGE, LOSS OF GOODWILL OR ANY ECONOMIC DA1\1AGES OR LOSS OF ANY KIND, WHETHER FORESEEABLE OR NOT AND WHETHER BASED ON  CONTRACT, TORT, NEGLIGENCE, STRJCT LIABILITY OR OTHERWISE (ALL OF THE FOREGOING IS REFERRED TO AS “EXCLUDED DAMAGES”) ARJSING OUT OF GOODS OR PROVISION OF SERVICES.  THE PARTIES ACKNOWLEDGE THAT THE GOODS ARE NOT SO UNIQUE OR THE ClRCUMSTANCES SUCH THAT EITHER PARTY SHALL BE ENTITLED TO THE REMEDY OF SPECIFIC PERFORMANCE. BECAUSE CERTAIN JURJSDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DlRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO BUYER.  IF THE LIMITATION OF LIABILITY SET FORTH HEREIN  DOES  NOT  APPLY  TO BUYER AS A MATTER OF  LAW  AND  IF  BUYER  IS DISSATISFIED WITH ANY GOODS OR SERVICES, OR WITH ANY OF THESE  TERMS,  BUYER’S  SOLE  AND  EXCLUSIVE  REMEDY IS TO TERMINATE  THE  AGREEMENT  AND  RETURN  THE GOODS FOR A REFUND OF THE PURCHASE PRJCE AND/OR A REFUND  OF THE FEE PAID FOR SERVICES.


10.  ConfidentialityFor purposes of this Agreement, the “Confidential Information” means all information and materials which concern a  party’s business, including but not limited to all pricing in formation , specific customer and supplier requirements,  internal  business organization information, financial data, sale , and cost information , research and development, intellectual property, technologies, processes and methods , whether communicated orally, in writing or electronically, before or after the Effective Date.  Each party agrees  that during the term of this Agreement and indefinitely thereafter , it shall not: (i) directly or indirectly sell, alienate, transfer, assign , disclose or  divulge  the Confidential Information to any person or entity without the other party’s prior , written permission; and (ii) directly or indirectly use  the Confidential Information or any information relating to the Confidential Information for the benefit of any individual, business , profession, partnership, corporation , joint venture , limited liability company or other endeavor including itself.

11.   Governing LawThis Agreement will be governed by and construed in accordance with the domestic law s of the State of Illinoi s, without giving effect to any choice or conflict of law  provision  or rule  that would cause the application of the laws of any jurisdiction other than the State of Illinois .

12.   ArbitrationIn the event of any dispute , claim , question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties agree to use all reasonable efforts to settle the dispute, claim, question, or disagreement. To this effect, they agree  to consult and negotiate with each other in good faith and, recognizing their mutual interests , attempt to reach a just and equitable solution satisfactory  to both parties. If they do not reach such  solution  within a period  of forty­ five (45) days, then the parties agree to endeavor first  (and  before resorting to arbitration) to settle the dispute by mediation administered by the American Arbitration Association (the AAA“) under its Commercial Mediation Rules. Any controversy  or claim arising  from or  relating  to this Agreement or breach thereof not resolved by mediation within forty­ five (45) days  will be settled  by arbitration  administered  by the AAA  in accordance  with its Commercial  Arbitration Rules.  Following  the end of the forty-five (45) day mediation period, any party may, in a written notice delivered to the other  party,  demand  arbitration.  Such  notice must contain a statement of the matter in controversy  in  reasonable detail. The arbitration shall be heard by three arbitrators. An award rendered by a majority of the arbitrators is  final  and  binding  on  all parties in the proceeding. The parties  stipulate  that  the provisions  of this Section  constitute a complete  defense  to  any  proceeding  instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement. The arbitration provisions  hereof will , with respect to such controversy or dispute , survive the termination or expiration of this  Agreement. Such arbitration proceeding will be conducted in Chicago, Illinois at a location designated by a majority of  the  arbitrators.  The  arbitration award must be made within nine (9) months of the filing of the notice of intention to arbitrate and the arbitrators must agree to comply with this schedule before accepting appointment. The arbitrators will issue  a written decision that will reveal the essential findings and conclusion s on which the award is based.  Except as required  by law, neither party will disclose the existence , content or results of any arbitration without the written consent of the other party. The arbitrators have the right to award or include in any award such relief which the arbitrators deem proper in the circumstances including, without  limitation ,  money damages, specific performance, injunctive relief and legal fees  and costs; provided, however, the arbitrators may not award Excluded Damages. The award and decision of the arbitrators  will  be conclusive and binding upon all of the parties , and judgment  upon  the award  may be entered in any court of competent jurisdiction. The arbitrators shall award to the prevailing  party,  if any, as  determined  by  the arbitrators, all of its attorneys’ fees, accountant’s fees, witness fees, expert fees and its share of the arbitrators’  fees and expenses.

13.   Time for Bringing ActionAny action related to this Agreement must be commenced within one (I) year after the cause of action has accrued.

14.   Assignment; Successors; Binding AgreementBuyer may not assign , pledge or encumber its interest in this Agreement  or  any  part thereof and may not delegate  its  duties  hereunder.  Seller  may  freely assign   its   rights   and   obligations   under   this   Agreement   without permission  from   Buyer.   This  Agreement  shall  be  binding on  and inure to  the  benefit  of  Seller’s successors and assigns.

15.   No Waiver or Forbearance  of Breach.  The  waiver  by any  party  of the breach of any provision  of  this  Agreement  shall not  be deemed  to be a  waiver  of  any  subsequent  breach.  Forbearance  of  any  breach  of this  Agreement  shall not  constitute  acceptance  or  approval   of   that breach or of any future breach, nor  shall  it  prejudice  Seller’s  right  to action  in response  to any breach

16.   ModificationNo provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed  to in a  writing signed  by  Buyer  and Seller.

17.   Severability.The  invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Furthermore , the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement  shall continue in effect.

18.   Entire   Agreement.    This   Agreement   constitutes   the entire agreement between the parties and  supersedes  any  prior  proposals, negotiations, understandings, agreements or representations  to  the extent they relate in any way to the subject matter hereof.

19.   Estimate.  A contract for the sale of goods and services of Coach Cliff’s Gaga Ball Pits LLC can only be created by virtue of a signed document between customer and Coach Cliff’s Gaga Ball Pits LLC incorporating the terms and conditions set forth at https://www.gagaballpits.com. The terms set forth at https://www.gagaballpits.com supersede all prior statements or understandings, whether oral or written, with regard to the purchase of            goods and services from Coach Cliff’s Gaga Ball Pits LLC. The terms at https://www.gagaballpits.com.are incorporated by reference into the estimate and control over any inconsistent terms in your purchase order or other acceptance.

20.   Website.  The terms set forth on this website are incorporated into any agreement of the parties with respect to the sale of any goods and services purchased by customers of Coach Cliff’s Gaga Ball Pits LLC and these terms supersede all prior agreements, understandings and intentions of the parties, whether written or oral, regarding the sale of any goods and services. The terms set forth on this website control over any inconsistent terms in any purchase order presented by the customer to Coach Cliff’s Gaga Ball Pits LLC. The terms of sale may only be modified or amended only by a written instrument duly executed by the customer and Coach Cliff’s Gaga Ball Pits LLC.

21.   Returns Policy. Buyer may return undamaged/new condition items within 30 days of delivery for a full refund. Please contact us to coordinate prior to shipping any returns back to us. If shipping damage is apparent, please contact Seller immediately so Seller can involve the carrier if needed.
Note: Repackaging the items for return shipment must be in a manner that it protects the items being returned from the manufacturer. Protect all sides and corners from shipping damage by filling with paper or other protective packaging material (simply putting the metal parts and accessories in a box without protection will surely cause damage to the parts and may affect your refund. Buyer  should expect to receive the refund in a timely manner of our receiving the items back. If Buyer  needs to return an item, please call Seller at 1-847-573-2377 or send an email to: info@gagaballpits.com. Seller will notify you via e-mail of your refund once we’ve received and processed the returned item.

22.   Shipping.  Seller can ship to virtually any address in the world. The preferred shipping method is FedEx Ground for shipments within the Continental United States (lower 48 states).  Other destinations will be shipped based upon best method available.  Larger ordered items, such as Structural Composite Lumber ship LTL and costs are estimated from individual specific orders and destination.

When Buyer places an order, Seller will estimate shipping and delivery dates based on the availability of your items and the shipping address provided. Please also note that the shipping rates for many items are weight-based. The weight of any such item can be found on its detail page. To reflect the policies of the shipping companies Seller uses, all weights will be rounded up to the next full pound.