Terms & Conditions

ALL TRANSACTIONS relating to purchasing products or services from Hi-Speed Products, LLC, a Texas limited liability company AND ITS AFFILIATES AND SUBSIDIARIES (“Hi-Speed”), ARE GOVERNED by these General terms and conditions (these “Terms”). ANY PROPOSAL from a purchaser of Hi-Speed’s products (each, a “Recipient”) THAT INCLUDES DIFFERENT OR ADDITIONAL TERMS THAT VARY FROM these Terms ARE OBJECTED TO AND DISALLOWED. NOTWITHSTANDING THE FOREGOING, ANY SUCH COUNTERPROPOSALS BY RECIPIENT SHALL NOT OPERATE AS A REJECTION OF THE CONTRACT OF SALE, BUT AS A REJECTION OF THE ADDITIONAL OR DIFFERENT TERMS.

 


 

General Terms Associated with the Sale of Hi-Speed’s Products:

 


  1. Formation of Contract. An order (“Order”) by Recipient for Hi-Speed’s products (“Products”) received by Hi-Speed shall be deemed by Hi-Speed to be an offer to purchase, which Hi-Speed may accept or reject at its sole discretion. Hi-Speed’s acceptance of an offer to purchase products is binding on Hi-Speed only if made by written instrument or, if not by written instrument, by shipment of the products ordered (and acceptance by shipment shall only be binding as to the portion of the order actually shipped by Hi-Speed). Any automatic or computer-generated response to an Order by Hi-Speed shall not be deemed acceptance of an Order. Hi-Speed’s acceptance of an Order for Products is subject to these Terms.

 

  1. Cost of Delivery, Taxes & Other Charges. Recipient shall pay the costs of delivery of the Products. Recipient shall pay all sales, use, excise, or similar taxes, or other charges, which Hi-Speed is required to pay, collect and remit, to any Government (national, state, or local) that are imposed on or measured by the sale.

 

  1. Transfer of Property & Risk of Loss. Hi-Speed retains the right and title to the Products sold to the Recipient until Hi-Speed is paid in full for the Products. Recipient shall obtain the right and title to the Products upon payment to Hi-Speed of the purchase price and any taxes, excise, or other charges. The right of loss, including, but not limited to, the risk of loss, theft, damage, or destruction, transfers to Recipient F.O.B. Hi-Speed’s location.

 

  1. No Set-OFF. Recipient shall have no right of set-off or withholding, and no deduction of any amounts due from Recipient to Hi-Speed shall be made without Hi-Speed’s prior, express written approval.

 

  1. Patents. Hi-Speed reserves the right to discontinue deliveries of any Products, manufacture, sale, or use of which would infringe upon any U.S. patent, trademark, or design in Hi-Speed's opinion now or hereinafter issued, registered, or existing and under which Hi-Speed is not licensed.

 

  1. Disclaimer of Product Warranties. THE WARRANTIES SET FORTH HEREIN WITH RESPECT TO A PRODUCT: THE ONLY WARRANTIES MADE BY Hi-Speed IN CONNECTION WITH THE PRODUCTS AND THE TRANSACTIONS CONTEMPLATED AS A RESULT OF a sale. Hi-Speed MAKES NO OTHER WARRANTIES OR REPRESENTATIONS TO RECIPIENT OR ANY OTHER PERSON OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND Hi-Speed SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PRODUCTS SOLD HEREUNDER ARE SOLD ONLY TO THE SPECIFICATIONS SPECIFICALLY SET FORTH BY THE Hi-Speed IN WRITING. Hi-Speed’S SOLE OBLIGATION FOR A REMEDY TO RECIPIENT SHALL BE REPAIR OR REPLACEMENT OF NON-CONFORMING PRODUCTS. RECIPIENT ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF PRODUCTS PURCHASED, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR SUBSTANCES.

 

  1. Return & Refund Policy For Perishable Products. Except as otherwise stated in this Section, ALL SALES ARE FINAL for perishable Products, such as beverages. NO RETURNS OR REFUNDS PERMITTED. The recipient must inspect the Products promptly upon receipt for non-conformity, including but not limited to non-conformity for quantity, quality, and/or defects (“Non-Conformity”). If a Non-Conformity is identified, Recipient must submit a detailed description and clear and conspicuous photo(s) of such Non-Conformity to Hi-Speed WITHIN 24-HOURS OF DELIVERY OF PRODUCTS at info@asapenergydrink.com. Failure by Recipient to provide Hi-Speed with this written notice of a claim within 24-hours of delivery of Products shall constitute a waiver by Recipient of all claims with respect to such Products. If Hi-Speed determines, in its absolutely and sole discretion, that the Product has a Non-Conformity, Hi-Speed shall issue a replacement Product to the Recipient. Subject to the availability of Products, the replacement Product may be the same or similar Product.

 

  1. Return & Refund Policy For Non-Perishable Products. If Recipient is not satisfied with apparel or other non-perishable Products, Recipient may return Product WITHIN 30-DAYS OF PRODUCT PURCHASE to Hi-Speed Products, LLC & ASAP Energy Drink, 12790 FM 1560 N. #1334, Helotes, Texas 78023, to receive a refund or replacement of Product. Notwithstanding the foregoing, Hi-Speed reserves the right to charge Recipient a fifteen percent (15%) restocking fee for any Products returned to Hi-Speed.

 

  1. Excuses for Non-Performance. If the manufacture, transfer, or receipt by either party of any Products is prevented, restricted, or interfered with by reason of any event beyond the reasonable control of the party so affected, such party shall be excused from making or taking deliveries hereunder to the extent of prevention, restriction or interference, and neither party shall be liable to the other for default or delay in performing, except with respect to payment obligations.

 

  1. Hi-Speed’s Rights. If Recipient should fail in any manner to fulfill the terms and conditions hereof, Hi-Speed may defer further shipments until such default is cured. Remedies provided herein shall be in addition to, and not in lieu of, other remedies that may be available to Hi-Speed. If for any reason, the quantities of the Products covered hereby or of any materials used in the production of the Products reasonably available to Hi-Speed shall be less than Hi-Speed’s total needs for its own use and sale, Hi-Speed may allocate its available supply of Products among its existing or prospective purchasers and/or its own departments, divisions and affiliates in such manner Hi-Speed deems proper in Hi-Speed’s sole discretion, without thereby incurring liability on account of the method of allocation determined or its implementation or for failure to perform the Agreement.

 

  1. Compliance with Laws’ Export Laws. Recipient and Hi-Speed shall comply with all applicable international, national, state, regional, and local laws and regulations with respect to their performance of the Agreement. Recipient agrees to adhere to all applicable US export laws and regulations with respect to the Products.

 


Miscellaneous Terms Applicable to the Agreement & All Orders:

 


  1. Limitation of Liability; Actions. IN NO EVENT SHALL HI-SPEED BE LIABLE UNDER THE AGREEMENT TO CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. HI-SPEED’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE PRODUCTS OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO HI-SPEED UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE AGREEMENT.

 

NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

 

  1. Force Majeure. Neither party shall be liable hereunder for any failure or delay in the performance of its obligations under the Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, acts of God, or other similar or different occurrences beyond the reasonable control of the party so defaulting or delaying in the performance of the Agreement, for so long as such force majeure event is in effect. Each party shall use reasonable efforts to notify the other party of the occurrence of such an event within five (5) business days of its occurrence, which notice shall include a description of the force majeure event and an estimate of the length of time such event will delay or prevent performance hereunder.

 

  1. Partial Invalidity. In the event that any part or portion of the Agreement is deemed to be invalid, illegal, or otherwise unenforceable: (1) the parties shall use all reasonable efforts to negotiate in good faith to amend the term to eliminate any such invalidity, illegality, or unenforceability to the extent practically possible, taking into full account their original intent when entering into the Agreement; and (2) the remaining provisions of the Agreement shall continue in full force and effect.

 

  1. Publicity. Subject to the confidentiality provisions set forth herein, Hi-Speed shall be free to disclose to the public that Recipient is a client of Hi-Speed, and may use Recipient’s name to make such statement.

 

  1. Assignment. Recipient may not assign, delegate or otherwise transfer the Agreement or its obligations hereunder, in whole or in part, without the prior written consent of Hi-Speed, with such consent not to be unreasonably withheld or delayed. Any purported assignment or delegation in violation of this section shall be null and void. No permitted assignment or delegation will relieve Recipient of its obligations under the Agreement, and as such, Recipient shall remain primarily liable in connection therewith. Hi-Speed shall be entitled to assign or otherwise transfer the Agreement, in whole or in part, without Recipient's prior consent.

 

  1. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at the address set forth in the applicable Order or as otherwise designated by a party in writing. All notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (return receipt requested, postage prepaid). Except as otherwise provided in the Agreement, a notice is effective only (1) upon receipt by the receiving party; and (2) if the party giving the notice has complied with the requirements of this Section.

 

  1. Survival. Following the termination of the Agreement, any provision set forth herein which, by its very nature, is intended to survive any expiration or termination hereof, shall so survive, including without limitation, the provisions respecting ownership of work product, confidentiality, indemnification, limitation of liability, non-solicitation, accrued payment obligations, and governing law and venue.

 

  1. Waiver. No waiver of any term or right in the Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of the Agreement shall not be construed as a waiver or modification of such provision or impairment of its right to enforce such provision or any other provision of the Agreement thereafter.

 

  1. Governing Law; Venue; Waiver of Jury Trial. The Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws principles. The parties hereby agree that any action arising out of the Agreement will be brought solely in any state or federal court located in Bexar County, Texas. Both parties hereby submit to the exclusive jurisdiction and venue of any such court. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.

 

  1. Attorney Fees. If either party incurs any legal fees associated with the enforcement of the Agreement or any rights hereunder, the prevailing party shall be entitled to recover its reasonable outside attorney fees and any court, arbitration, mediation, or other reasonable litigation expenses from the other party.

 

  1. Collection Expenses. If Hi-Speed incurs any costs, expenses, or fees, including reasonable attorney fees and professional collection services fees, in connection with the collection or payment of any amounts due it under the Agreement, Recipient agrees to reimburse Hi-Speed for all such costs, expenses, and fees.
  2. Counterparts. An Order may be executed in one (1) or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without the necessity of production of the others. An executed signature page delivered via facsimile transmission or electronic signature shall be deemed as effective as an original executed signature page.

 

  1. Headings; Construction. The headings/captions appearing in the Agreement have been inserted for the purposes of convenience and ready reference and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. Each Order is the result of negotiations between the parties and their counsel. Accordingly, the Agreement shall not be construed more strongly against either party regardless of which party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting party.

 

Entire Agreement; Modification. The Agreement (along with any attachments incorporated herein) sets forth the entire agreement between the parties with respect to its subject matter and supersedes any prior agreement or communications between the parties, whether written, oral, electronic, or otherwise, relating hereto. No change, modification, amendment, or addition of or to the Agreement shall be valid unless in writing and signed by authorized representatives of the parties. Each party hereto has received independent legal advice regarding the Agreement and their respective rights and obligations set forth herein. The parties acknowledge and agree that they are not relying upon any representations or statements made by the other party or the other party’s employees, agents, representatives, or attorneys regarding the Agreement, except to the extent such representations are expressly set forth in the Agreement.

CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at Info@asapenergydrink.com.