Terms Of Sale
Last Modified: January 3, 2023
These Terms of Sale (“Terms”) are entered into by and between you (“you” or “customer”) and PIMBEX Metals LLC ("PIMBEX," "we," "us" or “our”). These Terms, together with any documents they expressly incorporate by reference (collectively, "Agreement"), govern your (i) access to and use of pimbex.com (the “Website”), (ii) purchase of precious metals products and services described on the Website (“Products”), (iii) sell back of Products to PIMBEX, and (iv) return of Products to PIMBEX.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.
1. Children under the Age of 18
Our Website is not intended for children under 18 years of age. No one under age 18 may provide any information to or on the Website. We do not knowingly collect personal information from children under 18. If you are under 18, do not use or provide any information on this Website or make any purchases through the Website. If we learn we have collected or received personal information from a child under 18, we will delete that information. If you believe we might have any information from or about a child under 18, please contact us at email@example.com.
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. Notwithstanding anything to the contrary contained in this Agreement, we may, from time to time change our Products without your consent provided that such changes do not materially affect the nature or scope of the Products and the fees set forth in the Sales Confirmation.
You may utilize guest checkout (“Guest Checkout”) or register for a customer account (“Customer Account”) to make purchases, from PIMBEX. You must register for a Customer Account to sell Products, to PIMBEX. When you use Guest Checkout or register for a Customer Account to access and use our Website to purchase Products, you agree that all information you provide to PIMBEX will be true, accurate, current and complete. You agree to keep your account and payment information current. You are entirely responsible for maintaining the confidentiality of your account information and password. In particular, you agree not to use the account, username, or password of any other user or account, and you agree not to share your password, access to your account, or otherwise authorize any third-party to use your Customer Account.
4. Order and Prices
- Order. Upon placing an order (“Order”) to purchase Products from PIMBEX, you are bound to purchase such Products pursuant to these Terms.
- Price. The price (“Price”) of each Product is posted on the Website. Such Prices and availability of Products are subject to change without notice. The Price for Products in your Order is guaranteed Price and an order confirmation number (“Order Confirmation”) will subsequently be forwarded to you via email, subject to the payment terms set forth in Section 5. Upon receipt, you must promptly and carefully review the Order Confirmation. If you believe there is an error on the Order Confirmation, you must notify us within (1) business day or you waive your right to make any claim as to the accuracy of the Order Confirmation.
- Taxes. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by You. You shall be responsible for all such charges, costs and taxes. You acknowledge that we provide no tax advice respecting your account or investments in precious metals. You should consult your own legal counsel and accountants as to tax and related matters concerning the Products you purchase. You acknowledge that federal or state law may require us to report transactions hereunder to federal or state governments, and you consent to the submission of any such reports. You agree to provide us with appropriate identifying information, including a correct tax identification number to allow us to comply with reporting requirements.
- Method of Payment. Your credit card information is required to submit an Order via wire transfer. You may satisfy your payment by credit or debit card, wire transfer, ACH. PIMBEX does not accept cash, check, or money orders. An Order is complete upon receipt of funds by the foregoing payment methods. Your Order will be cancelled if your payment is not received within one (1) business day after submitting your Order. Depending upon the amount of the Order or if you have multiple Orders, PIMBEX reserves the right to request additional documentation including a photo ID for certain credit card or debit card orders.
- Cancellation Fees for Failure to Pay. If a bank wire payment is not received in its entirety within one (1) business day from the date of the Order, your Order will be canceled as set forth in Section 8. You acknowledge and agree that you will be assessed for Cancellation Fees which will be charged via your credit or debit card on file. See Section 8 for more information about Cancellation Fees. PIMBEX expressly reserves the right to refuse or cancel any order, for any reason, at its sole discretion, regardless of payment method and Order Confirmation.
- Cancellation for Errors. In the event PIMBEX makes an error with respect to processing your Order, we reserve the right to cancel your Order.
- Failure to Comply with Terms. Without limiting any other legal or equitable rights and remedies that may be available to PIMBEX, in the event you fail to comply with these Terms, PIMBEX may suspend or terminate your Customer Account and outstanding Orders. The suspension or termination of your Customer Account shall not affect your payment obligations set forth in these Terms.
- Change of Payment Terms. Additional terms, including, without limitation, prices, payment methods, refunds and our cancellation policy may be changed from time to time on the Website. You should review these Terms on a regular basis.
- Right to Cancel. PIMBEX EXPRESSLY RESERVES THE RIGHT TO REFUSE OR CANCEL ANY ORDER, FOR ANY REASON, AT ITS SOLE DISCRETION, REGARDLESS OF PAYMENT METHOD AND ORDER CONFIRMATION.
- Bank Wire Payment Instructions. PIMBEX will issue bank wire transfer instructions to you during the ordering process and via email following completion of your Order. Payments made via bank wire transfer must be received from you within one (1) business day after submitting your Order. We do not accept cash, check, certified cashier’s checks, or money orders.
- ACH Payment Authorization. Please note that when you select ACH payment, you are authorizing a one-time payment in the full amount of your Order to be processed as an electronic funds transfer or draft drawn from your banking account provided to us and, if necessary, electronic credits to your account to correct erroneous debits. If your payment returns unpaid, you authorize PIMBEX or its service provider to collect the payment and your state’s return item fee and, if applicable, any costs by electronic funds transfer(s) or draft(s) drawn from your account.
- Late Fees. You shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. You shall reimburse PIMBEX for any and all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which PIMBEX does not waive by the exercise of any rights hereunder), PIMBEX shall be entitled to suspend the delivery of any Products or stop deliver of Products in transit if you fail to pay any amounts when due hereunder and such failure continues for more than two (2) days from the date of the Order.
- No Off Set. Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with PIMBEX, whether relating to PIMBEX's breach, bankruptcy or otherwise.
6. Return and Refund
- Return. To receive a refund for Products you wish to return to PIMBEX, you must:
- Notify PIMBEX our helpdesk by email at firstname.lastname@example.org within two (2) business days of receipt of the Product to receive a Returned Merchandise Authorization Number (RMA#);
- Return the Product in the original, unopened packaging in resalable condition with the RMA#; and
- Carefully packaged. See our Ship to Us page for required packaging and shipping instructions.
Subject to the terms in Section 6 (c), we will provide you with instructions on how to return your Product once you have met items (i) through (iii) above.
- Refund. All Refunds are subject to the following:
- Market Loss Fees (as defined in Section 9). Such fees will be deducted from your refund.
- No future orders may be permitted until all Market Loss Fees are paid. Any market gain on cancellations or refunds shall remain the property of PIMBEX.
- Ten percent (10%) of the Order restocking fee which will be deducted from your refund.
- Delivery Instructions for Returns. You are responsible for
- All shipping and handling fees (non-refundable);
- Returning Product to our specified receiving location;
- Returning Product by USPS, registered mail, and shipped with “Signature Required” on delivery; and
- any items returned to PIMBEX until the Product is delivered to our location, signed for, and accepted by PIMBEX. PIMBEX reserves the right, at its sole discretion, to reject any return that does not comply with Sections 6(a), 6(b) and 6(c).
- You will not be charged the $50.00 Cancellation Fee to return an item or items.
7. Selling Your Precious Metals to PIMBEX; Buying Back Product You Purchased from PIMBEX
- Sale Products to PIMBEX. We buy gold, silver, platinum, and palladium and we may buy items that are not listed on our Website. If you wish for us to buyback (or sell to us) such precious metals, you must sell us enough product that adds up to or is valued at an amount of at least $1,000.00. You must create an account to sell your precious metals to PIMBEX. Please see the terms for registering an account at Section 3. The process of selling product to use is as follows:
- Complete the form for us to provide you a quote. Please see the procedures on the Website on Sell to Us page;
- We will reach out with estimated quote. Once both parties agree, the price is confirmed and we will lock in sell order;
- Please see shipping instructions on the Website Ship to Us page; and
- Upon receipt of your shipment and inspection, your sale proceeds will be disbursed via check within 1 – 2 business days. For your convenience and at your written request, we will charge a bank wire for a fee of $20.00 per transaction.
- Buyback Product Purchased from PIMBEX. Legally, we cannot guarantee that we will repurchase any Product you purchased from us. If you wish to sell your Products in the future, please offer us an opportunity to buyback your Products. Should we make an offer to repurchase your Products, it is our current practice, which is subject to change at our sole discretion, to offer to repurchase Products that we commonly sell at our current buyback price (“Bid Price”) for such Products.
Further, our repurchase offer may be raised or lowered on a daily, even hourly or more basis, depending upon various market conditions, inventory needs, and the price and availability of comparable precious metals. PIMBEX does not guarantee that any repurchase offer we may make will equal the price that PIMBEX would pay to acquire the same denomination/type and grade of precious metals from a wholesaler or other seller, or that any offer made will be higher or equal to what someone else might offer for the same precious metals.
- Cancellation Fees. Once an Order Confirmation is issued, you understand that the Prices are locked-in. Therefore, to cancel your Order, you must pay the Market Loss Fees and a cancellation fee of fifty dollars ($50) (“Cancellation Fee”).
- Processing Cancellation. If you want to cancel your Order after receiving an Order Confirmation, you must submit your request to cancel before the Product is shipped. You may submit your request to cancel your Order by telephone (during normal business hours, Monday through Friday). Cancellations may only be approved over the telephone, at which time PIMBEX may provide you with a cancellation number. PIMBEX RESERVES THE RIGHT, IN ITS SOLE DISCRETION, WHETHER WE WILL ACCEPT CANCELLATION OF YOUR ORDER.
- Payment of Cancellation Fees.
- You agree that you must pay a Market Loss Fee and Cancellation Fee. No future orders may be permitted until such fees are paid in full. Any market gain on cancellations shall remain the property of PIMBEX.
- You hereby grant to PIMBEX authorization to charge your credit or debit card on file for Market Loss Fees and the Cancellation Fee. If your credit or debit card is denied, PIMBEX may invoice you, in which case, you shall pay such fees in full within ten (10) business days. If ACH payment is selected method of payment, then you expressly authorize PIMBEX to refund the balance of your refund minus any amounts due for the Market Loss Fee (if applicable) and Cancellation Fee.
9. Market Loss
Upon issuance of an Order Confirmation, the Price for Products (“Asking Price”) in your Order is locked-in and may not be cancelled. If the Price for Products has changed and is less than the Asking Price, you must pay the difference between the Asking Price and the current price (“Market Loss Fee”). Any market gain on cancellations shall remain the property of PIMBEX.
Whether you are buying Bullion Product from us or selling precious metals though our Buy Back Program, you may not cancel your Order once an Order Confirmation has been issued without being subject to Market Loss Fees.
10. Market Volatility
The precious metals market is volatile, and there may be sudden and dramatic fluctuations in the price of gold, silver, platinum, and palladium. Accordingly, ownership of precious metals involves a high degree of risk and is not suitable for all persons. Losses may be incurred as a result of the price diminution. Ownership of precious metals provides no guarantee of interest or yield. During such times of extreme market volatility, PIMBEX reserves the right, in its sole discretion, to deny any customer returns or cancellations under any circumstances whatsoever.
11. Delivery of Products
- Shipment of Products. PIMBEX will ship your Products within a reasonable time after the receipt of your payment, subject to availability of the Products. PIMBEX shall not be liable for any delays, loss, or damage in transit.
- Delivery of Products. Subject to these Terms, PIMBEX shall deliver the Products to your location specified in the Sales Confirmation (the "Delivery Point"). You shall accept such Products upon receipt at the Delivery Point. You are responsible for the receipt of the Products at the Delivery Point. If for any reason you fail to accept delivery of any of the Products on date fixed pursuant to PIMBEX's notice that the Products have been delivered at the Delivery Point, or if PIMBEX is unable to deliver the Products at the Delivery Point on such date because you have not provided appropriate instructions and accurate information regarding your information: (i) risk of loss to the Products shall pass to you; and (ii) the Products shall be deemed to have been delivered.
- Cooperation of Customer. With respect to your Order, You shall (i) cooperate with PIMBEX in all matters relating to processing the delivery of Products and (ii) respond promptly to any PIMBEX request to provide direction, information, approvals, authorizations, or decisions that are necessary for PIMBEX to process your order in a timely manner.
- Quantity. The quantity of any delivery Products as recorded by PIMBEX on dispatch from PIMBEX's location is conclusive evidence of the quantity received by customer on delivery unless customer can provide conclusive evidence proving the contrary.
- Failure to Deliver Product. PIMBEX shall not be liable for any non-delivery of Products (even if caused by PIMBEX's negligence) unless You give written notice to PIMBEX of the non-delivery within two (2) days of the date when the Products would in the ordinary course of events have been received. You agree to defend, indemnify, and hold harmless PIMBEX against any claims arising out of a shipment to a wrong address due to your failure to notify PIMBEX of your change of address.
- Replacement. Any liability of PIMBEX for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or crediting the customer for the amount of Product not received. Replacing the Products or crediting the customer for the amount of Product not received is at our sole discretion. PIMBEX reserves the right to file, pursue, and resolve claim(s) with the carrier before either replacing the Products or crediting the customer for the amount of Product not received. You acknowledge and agree that the remedies set forth in this Section 12(c) are your exclusive remedies for any non-delivery of Products.
- Title and Risk of Loss. Title and risk of loss passes to you upon delivery of the Products at the Delivery Point.
- Customer's Acts or Omissions. If PIMBEX's performance of its obligations under this Agreement is prevented or delayed by any act or omission by you, PIMBEX shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by You, in each case, to the extent arising directly or indirectly from such prevention or delay.
13. Gram Club Subscription Services
- Subscription Services. If you register to be a member (“Member”) of the GramClub™ subscription services described on our Website (“Subscription Services”), you will receive monthly shipments of a mix of gold and silver bars that weights one (1) gram.
- Monthly Gram Club Subscription Fees. The monthly subscription fees (“Subscription Fees”) to be a Member of our Subscription Services are available on our Website. By registering for our Subscription Services, you acknowledge and agree that we have the right to charge your credit card for Subscription Fees on the 1st of each month. Should the 1st of the month fall on a weekend or holiday, we will charge your credit card on the next business day. We reserve the right to adjust our Subscription Fees at any time as we may determine in our sole and absolute discretion. Subject to these Terms, we will notify you by email of any price changes to your Subscription Fees. You are responsible for any and all payment processing fees including, but not limited to, credit card charges. If sales tax applies to retail sales of bullion in the state that you reside, sales tax will be charged, in addition to your monthly Subscription Fee. If your payment is returned or canceled for any reason, we may bill your account again directly and seek payment by another method including a mailed statement.
- Monthly Renewal.
- In general, your Subscription Services will automatically renew on the 1st of each month at the then-current subscription rate set forth on the Website.
- When you register for Subscription Services between the 1st and the end of any given month, your membership commences (and you will receive your first shipment) in the month following when you signed up to be a Member.
- Delivery. All subscription orders shall be shipped by the 15th of every month. If any subscription is not fulfilled by the 15th of any given month, we will not be held liable. Holidays, Force Majeure and other instances can cause a delay in operations.
- Returns. To return Gram Club Subscription Service products, please contact Subscription Support at email@example.com within ten (10) business days of receiving your Gram Club shipment. You will be provided with a Return Merchandise Authorization Number (RMA#). You will also be provided with instructions for packaging and shipping at the time you receive your RMA#. If you return your subscription order, you will receive a refund of the amount you paid minus the shipping fees.
- Subscription Cancellation. You may cancel your membership anytime without charge by updating your Customer Account. For purposes of clarity, if you cancel your subscription, you will not be eligible for a prorated refund of any portion of the Subscription Fee paid for the then-current subscription period. We reserve the right to revoke your subscription at any time from any person or entity. Please refer to the FAQs portion of our Website for further details regarding our Subscription Services. You are responsible for all monthly fees prior to cancellation. To cancel your subscription at any time, you must do the following at least 48 hours prior to your next scheduled renewal date to avoid charges: update your Customer Account on our Website. You will not be eligible for a refund if you have already paid your monthly Subscription Fees and your notice of cancellation is after the 5th of the then-current month.
- Temporary Supply Shortages. In extreme cases, PIMBEX reserves the right to temporarily freeze your subscription(s), during which time, you will not receive your monthly shipments, as defined in Section 13(a) of the Terms of Sale. If your subscription(s) is temporarily frozen, your credit card will not be charged. If for any reason you are not satisfied with the policy set forth herein, please discontinue or cancel Subscription Services via your Customer Account on the Website.
We reserve the right, without the obligation, to report to the proper authorities if we suspect fraud or other criminal activity (“Fraud”). At our discretion, we may require further authorization from you, such as a telephone confirmation of your Order and other information.
We reserve the right to cancel, delay, refuse to ship, or recall any Order from the shipper if fraud or other criminal activity is suspected. We capture certain information during the order process, including, without limitation, information used to locate and identify individuals committing fraud. If we suspect that there is any fraud with respect to any Order, we have the right, without the obligation, to submit all records, with or without a subpoena, to all law enforcement agencies and the credit card companies for fraud investigation. Notwithstanding these Terms, we reserve the right to cooperate with authorities to prosecute offenders to the fullest extent of the law.
15. Anti-Money Laundering
PIMBEX recognizes your right to confidentiality where your identity has been validated. However where for whatever reason PIMBEX becomes suspicious of an attempt at money laundering PIMBEX will actively assist the appropriate authorities in their efforts to detect it. PIMBEX also keeps comprehensive records of cash and bullion dealing activity in order to assist the authorities in this regard. Our policy is to prohibit and actively prevent money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities. Money laundering is generally defined as engaging in acts designed to conceal or disguise the true origins of criminally derived proceeds so that the unlawful proceeds appear to have derived from legitimate origins or constitute legitimate assets. For reasons relating to both security and anti-money laundering legislation, PIMBEX requires deposits to come from a single bank account.
16. We Do Not Offer Investment Advice
PIMBEX has not offered or given and will not provide any investment advice whatsoever, including in connection with your purchase of Products or the sale of precious metals products. If you have any doubt as to the suitability of precious metals as an investment, you should contact a legal and/or financial adviser before agreeing to these Terms.
17. Indemnification and Limited Warranty
- Indemnification. You will indemnify, defend and hold harmless PIMBEX, its affiliates and its and their officers, directors, employees, agents and licensors on demand for and against all costs and expenses (including attorney’s fees), direct damages, liabilities and losses which we may suffer or incur, directly or indirectly, in connection with these Terms (collectively, “Losses”), except to the extent such Losses are due directly to our or our affiliate’s intentional misconduct or gross negligence.
- No Warranty. THE PRECIOUS METALS SOLD BY PIMBEX PURSUANT TO THIS AGREEMENT ARE SOLD ON AN “AS IS” BASIS AND PIMBEX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY AND OR FITNESS FOR A PARTICULAR PURPOSE.
18. Limitation of Liability
IN NO EVENT WILL PIMBEX OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE EMPLOYEES OR SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE WEBSITE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION OR CONTENT; FAILURE TO PROCESS AN ORDER; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT PIMBEX WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In addition to any remedies that may be provided under these Terms, PIMBEX may terminate this Agreement with immediate effect upon written notice to you, if you: (i) fail to pay any amount when due under this Agreement; (ii) have not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) become insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
20. Disputes and Arbitration
IMPORTANT NOTICE: READ THIS PROVISION CAREFULLY AS IT LIMITS THE RIGHTS THAT YOU MAY HAVE TO LITIGATE DISPUTES IN A COURT OR BEFORE A JURY, OR TO ACT OR PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS IN CONNECTION WITH A CLAIM OR DISPUTE.
All disputes, claims or controversies arising out of or relating to this Agreement, or to the breach, termination, enforcement, interpretation, validity, or enforceability of any part of this Agreement, shall be submitted to final and binding arbitration before American Arbitration Association (AAA), or their successors, in Wilmington, Delaware. This Agreement to arbitrate extends to all officers, directors, employees, representatives, agents and affiliates of PIMBEX.
Any party may begin the arbitration process by filing a written demand for arbitration with AAA, with a copy to the other parties. The place of arbitration shall be Dallas, Texas, and the terms of this Agreement shall be governed by the laws of Texas, notwithstanding that certain acts or transactions may occur outside of the state of Texas.
A single arbitrator shall be selected to adjudicate all disputes, in accordance with AAA’s rules. You agree and acknowledge that you will be responsible to pay for half of the arbitration fees and costs charged by AAA relating to the arbitration submitted to it by either party. However, each party shall remain responsible for its own attorneys’ fees. The arbitration shall be final, conclusive and binding on the parties and the award of the arbitrator shall be enforceable in any court of competent jurisdiction.
You agree and acknowledge that all claims must be brought only in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. By signing this Agreement, you acknowledge that you are giving up any right you have to bring claims, controversies, or disputes in a court of law, or have them decided by a judge or jury. This Agreement to arbitrate is voluntary.
- Waiver. No waiver by PIMBEX of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by PIMBEX. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Force Majeure. PIMBEX shall not be liable or responsible to customer, nor be deemed to have defaulted or breached the Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of PIMBEX including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce), shortages, rationing, restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
- Assignment. You shall not assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of PIMBEX. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of its obligations under this Agreement.
- Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
- No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
- Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Texas.
- Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Texas in each case located in the City of Dallas and County of Dallas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
- Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
- Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
- Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following Sections: Section 5, 15, 16,18, 19, and 21.
- Amendment and Modification. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.
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