Terms of service

Products. ADSC agrees to transfer and have delivered to Buyer, and Buyer shall accept and pay for, the products set forth in the Sales Order issued by ADSC, including Saunas manufactured by North Shore Sauna LLC (“Products”).  

Payment; Price. Unless otherwise set forth in the Sales Order issued by ADSC, Buyer shall pay ADSC the full amount specified in the Sales Order in full at the time of purchase of the Products, whereupon ADSC will ship the Products to Buyer as set forth below. All payments hereunder must be in U.S. dollars. The price for the Products covered by these Terms may exclude transportation costs, freight, insurance and special handling and packaging in, or any required federal, state, local, or other taxes (except for taxes based on ADSC’s net income), duties, expert or custom charges, VAT charges, brokerage or other fees, for which Buyer shall be fully responsible and shall be documented in the Sales Order. 

Delivery; Risk of Loss. Products will be delivered to Buyer at the location specified in the applicable Sales Order issued by ADSC (“Delivery Location”). ADSC will make a reasonable effort to have the Products delivered in accordance with the delivery date specified in the Sales Order; provided that ADSC shall not be liable to Buyer or any other party for any losses or general, special, or consequential damages arising out of any delay in delivery. Buyer shall be fully responsible for all shipment costs as set forth in the Sales Order. Shipment of Products under these Terms shall be F.O.B. the Delivery Location. 

Information Disclaimer. ADSC hereby notifies Buyer that the information provided with the Products, including the Sauna Guide, product descriptions, and any information provided on any product label or packaging, are for general information purposes only and are not intended as a substitute for advice from a physician or other healthcare professional. Buyer acknowledges that ADSC cannot guarantee the accuracy or completeness of such information. Buyer agrees that Buyer will not use the information provided with any Product for the diagnosis or treatment of any health problem or for the prescription of any therapy or other treatment. Buyer assumes full responsibility for consulting a qualified healthcare professional regarding any medical concerns or conditions. ADSC hereby disclaims all liability for any damages, losses, or injuries arising from Buyer’s reliance on the information provided with the Product, including the Sauna Guide. 

Requirements for Users of Products. Buyer is responsible for obtaining and maintaining any approvals, consents, licenses, permits, certificates, waivers, or other authorizations, and any insurance, required, by any governmental authority, applicable legal requirement, and/or these Terms, for its use of the Products. Buyer agrees to review the Sauna Guide provided by ADSC on use of the Products prior to any use of the Products. 

Disclaimers. The only warranties applying to the Products are those offered by the manufacturer or supplier of the Products, which ADSC shall use commercially reasonable efforts to include in the Sales Order or make available or provide with the Products. The Products sold under these Terms are purchased by Buyer “as-is” and “with all faults” and ADSC does not provide and hereby disclaims all warranties, express or implied, of any kind (including without limitation any: (i) warranty of merchantability; (ii) warranty of fitness for a particular purpose; (iii) warranty of title; or (iv) warranty against infringement of intellectual property rights of a third party, whether express or implied by law, course of dealing, course of performance, usage or trade, or otherwise). Buyer agrees that under no circumstances shall ADSC be liable for any breach of the manufacturer’s or supplier’s warranty claims and/or for any loss or damages that may arise out of the manufacturer’s or supplier’s failure to honor its warranty obligations to Buyer. 

Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL ADSC BE LIABLE TO BUYER OR ANY OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, STATUTORY, OR PUNITIVE DAMAGES, OR OTHER DIRECT OR INDIRECT DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS ARISING BY REASON OF DEATH OR PERSONAL INJURY, LOST PROFITS, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, 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. THE LIABILITY OF ADSC, AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER UNDER THESE TERMS, REGARDLESS OF LEGAL THEORY, SHALL NOT EXCEED THE ACTUAL PURCHASE PRICE OF PRODUCTS PAID BY BUYER TO ADSC WITH RESPECT TO WHICH SUCH CLAIM IS MADE. 

Indemnification. Buyer agrees to indemnify and hold harmless the ADSC Parties from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, any fees and costs associated with enforcing any right to indemnification under these Terms, and the cost of pursuing any insurance providers, incurred by the ASDC Parties in connection with any claim arising out of or resulting from (i) any breach of these Terms by Buyer or its affiliates, (ii) the accuracy of any representations, warranties or covenants made by Buyer in these terms, or (iii) misuse of any information provided. 

No Third Party Beneficiaries. Except as expressly provided herein, these Terms are for the sole and exclusive benefit of Buyer and ADSC 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.  

Products For Buyer Use. The Products sold to Buyer are for Buyer’s use only. Without the written consent of ADSC, Buyer may not sell or resell any of the Products that Buyer purchases or otherwise receives from ADSC.  

Force Majeure. ADSC shall not be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, weather, strikes, floods, lockouts, fires, pandemics, epidemics, local disease outbreaks, public health emergencies, acts of God, terrorism, and/or delivery, vendor, supplier, or other third party delays, non-performance, or failures of any kind. 

Miscellaneous. Buyer represents and warrants to ADSC that these Terms have been duly signed by an authorized representative of Buyer and constitute a valid and binding agreement enforceable against Buyer. These Terms, and all matters arising out of or relating to these Terms, are governed by and construed in accordance with, the Laws of the State of Georgia without regard to the conflict of laws provisions thereof. Buyer irrevocably and unconditionally agrees that the United States District Court in Atlanta, Georgia or the courts of the State of Georgia sitting in Fulton County shall have exclusive jurisdiction over any action, litigation or proceeding of any kind whatsoever in any way arising from or relating to these Terms and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims. No waiver by ADSC of any of these Terms or any breach hereof shall constitute or be deemed to be a waiver of any such term or any such breach in any other case. No waiver shall be deemed to occur as a result of the failure to enforce any term or condition of these Terms. If any clause or portion hereof shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect.