Ordering, payment, shipping, returns, and liability terms.
TERMS & CONDITIONS
Black Powder, LLC d/b/a Black Powder Fireworks
West Fargo, North Dakota
These Terms & Conditions (“Terms”) govern all wholesale purchases of fireworks and related products from Black Powder, LLC d/b/a Black Powder Fireworks (“Black Powder Fireworks,” “Company,” “we,” “us,” or “our”).
By creating a wholesale purchasing account, the individual accepting these Terms on behalf of the Purchaser acknowledges that they have read and agree to these Terms and represents that they are authorized to bind the Purchaser. These Terms govern the Purchaser's account and all orders accepted by Black Powder Fireworks, subject to any applicable written agreement that expressly modifies these Terms. By submitting an order, making payment, accepting delivery or pickup, or otherwise purchasing products from Black Powder Fireworks, the Purchaser further acknowledges and agrees to comply with these Terms.
Orders submitted through Black Powder Fireworks, whether through our website, by telephone, email, in person, or through another authorized sales channel, constitute an offer by the Purchaser to purchase the products identified in the order.
An order is not binding upon Black Powder Fireworks until the Company confirms its acceptance to the Purchaser through an order confirmation, invoice, or other written communication.
Once an order has been accepted, it may not be modified or canceled by the Purchaser except with the express written approval of Black Powder Fireworks and subject to the cancellation and restocking provisions contained in these Terms. Payment obligations and any applicable payment deadlines remain subject to Section 4 and any separately agreed written payment terms.
Black Powder Fireworks reserves the right to refuse, cancel, limit, or modify any order, in whole or in part, when permitted by law, including due to product availability, pricing errors, regulatory requirements, payment or credit issues, shipping limitations, compliance concerns, or circumstances beyond the Company's reasonable control.
Pre-orders or orders for products that are temporarily unavailable may be accepted at the Company's discretion. Product availability, pricing, estimated delivery dates, and quantities are subject to change.
The Purchaser represents that it is legally authorized to enter into these Terms and the transactions contemplated by them. Each individual who accepts these Terms or places an order on behalf of the Purchaser represents that they are authorized to act on behalf of the Purchaser and, where applicable, to bind the Purchaser to these Terms and the applicable transaction.
The Purchaser further represents that it is legally authorized, as applicable, to purchase, receive, possess, store, transport, resell, distribute, or use the products being ordered.
Black Powder Fireworks reserves the right to request documentation reasonably necessary to verify the Purchaser's identity, business status, licensing, permits, or legal authority to purchase or receive fireworks.
Black Powder Fireworks may decline or cancel an order if the Company reasonably determines that completing the transaction could violate applicable law, licensing requirements, regulatory requirements, or these Terms.
All prices are subject to change without notice until an order has been accepted by Black Powder Fireworks.
Black Powder Fireworks reserves the right to correct typographical, pricing, inventory, product description, website, or other errors at any time.
If an order contains an error in pricing, product information, availability, or quantity, Black Powder Fireworks may cancel or correct the affected portion of the order and will notify the Purchaser when reasonably practicable.
Black Powder Fireworks may cancel an order when products are unavailable, discontinued, subject to regulatory restrictions, affected by supplier shortages, or otherwise unavailable for reasons beyond the Company's reasonable control.
If Black Powder Fireworks cancels an order before shipment because the Company is unable to fulfill the order, the Purchaser's remedy shall be limited to a refund of amounts actually paid for the affected products, unless otherwise required by applicable law.
Payment terms, deposits, balances, credit terms, and other payment requirements shall be established by Black Powder Fireworks and communicated to the Purchaser at the time of sale.
Unless otherwise agreed in writing, all amounts due must be paid in full before merchandise is released for shipment or pickup.
The Purchaser is responsible for all applicable fees, freight charges, and other non-tax charges associated with the order, unless otherwise expressly agreed in writing. Tax obligations are addressed in Section 5.
Black Powder Fireworks may withhold shipment or pickup of an order until all required payments have been received.
If payment is not received when due, Black Powder Fireworks may suspend or cancel the order and exercise any rights available under these Terms or applicable law.
The Purchaser is responsible for all applicable sales, use, and other taxes and governmental charges associated with the purchase, resale, distribution, or use of merchandise, except as otherwise required by law or agreed to in writing.
To claim a sales tax exemption or resale treatment, the Purchaser must provide a valid resale certificate, exemption certificate, or other documentation acceptable under applicable law before Black Powder Fireworks treats the transaction as tax-exempt. A sales tax identification number alone is insufficient to establish an exemption.
Black Powder Fireworks may collect applicable taxes when acceptable documentation has not been provided or when a transaction is otherwise taxable.
The Purchaser is responsible for the accuracy and validity of any resale or exemption documentation provided and for any taxes, assessments, interest, or penalties lawfully imposed on Black Powder Fireworks to the extent directly resulting from the Purchaser's inaccurate or misleading exemption representations, as permitted by applicable law.
ALL SALES ARE F.O.B. BLACK POWDER FIREWORKS, WEST FARGO, NORTH DAKOTA, UNLESS OTHERWISE AGREED IN WRITING.
Title to, possession of, and risk of loss for all products transfer from Black Powder Fireworks to the Purchaser when the merchandise is released from the Company's facility to the Purchaser or to a freight carrier, common carrier, freight broker, freight forwarder, or other transportation provider designated by the Purchaser.
The Purchaser may personally pick up merchandise or designate a freight carrier or other transportation provider to accept possession of the merchandise and transport it on the Purchaser's behalf.
Any carrier or transportation provider designated by the Purchaser shall be deemed the Purchaser's agent for purposes of accepting possession of and transporting the merchandise.
If Black Powder Fireworks arranges freight transportation at the Purchaser's request, whether directly or through a third-party carrier or transportation provider, such freight arrangement is a separate service provided at the Purchaser's expense. Black Powder Fireworks' arrangement of freight transportation does not modify these F.O.B. terms or transfer title, possession, or risk of loss back to Black Powder Fireworks. Once the merchandise is released to the carrier or transportation provider, title, possession, and risk of loss remain with the Purchaser as provided in these Terms.
Once merchandise has been released to the Purchaser or the Purchaser's designated carrier, Black Powder Fireworks has satisfied its delivery obligation, subject to any obligations that cannot lawfully be disclaimed.
From that point forward, the Purchaser assumes responsibility for transportation, possession, storage, handling, security, compliance with applicable laws, risk of loss, theft, damage, delay, confiscation, seizure, and use of the merchandise.
Delivery dates provided by Black Powder Fireworks are estimates only and are not guaranteed unless expressly agreed to in writing.
The Purchaser is responsible for ensuring that the delivery location is accessible for the selected freight service and that an authorized person is available to accept the shipment when required.
Any additional charges resulting from missed deliveries, redelivery requests, storage fees, limited-access locations, lift-gate services, appointment deliveries, residential delivery charges, detention, reconsignment, or other carrier-imposed fees shall be the responsibility of the Purchaser.
Black Powder Fireworks shall not be liable for shipping delays caused by weather, carrier delays, labor disruptions, governmental actions, supply-chain interruptions, or other events beyond the Company's reasonable control.
The Purchaser must inspect all shipments promptly upon delivery.
Any visible damage, shortages, missing cartons, or other discrepancies apparent at the time of delivery must be clearly noted on the carrier's delivery receipt or other applicable delivery documentation before the shipment is accepted.
The Purchaser should photograph damaged products, packaging, pallets, shipping labels, and other relevant evidence when damage or shortage is discovered.
The Purchaser must notify Black Powder Fireworks in writing of any damage, shortage, or shipping discrepancy within twenty-four (24) hours of delivery and must provide photographs, delivery documentation, and any other information reasonably requested by the Company.
Damage or shortages that are visible at the time of delivery but are not documented on the carrier's delivery receipt may not be recoverable through the carrier's freight-claim process.
Failure to notify Black Powder Fireworks within the twenty-four (24) hour period may result in denial of the claim, except where the Purchaser can demonstrate that the damage or discrepancy could not reasonably have been discovered within that period.
Black Powder Fireworks may assist with freight claims when appropriate; however, responsibility for claims against a carrier may belong to the party that contracted with or designated the carrier.
Due to the nature of fireworks products and applicable safety and regulatory considerations, all sales are final unless otherwise expressly authorized in writing by Black Powder Fireworks.
No returns, exchanges, or refunds will be accepted without the Company's prior written authorization.
Orders that have been released for shipment or pickup may not be canceled.
If Black Powder Fireworks approves a cancellation request before shipment or release of the merchandise, a cancellation and restocking fee equal to thirty-five percent (35%) of the total order value shall apply.
The thirty-five percent (35%) cancellation and restocking fee is the maximum cancellation and restocking fee applicable to an approved pre-shipment cancellation. Black Powder Fireworks will not add separate administrative, handling, packaging, freight, or other cancellation charges to the thirty-five percent (35%) fee unless such charges are separately agreed to in writing by the Purchaser.
Any refund due after an approved cancellation will be calculated by deducting the thirty-five percent (35%) cancellation and restocking fee from amounts actually paid by the Purchaser.
A shipment refused by the Purchaser for reasons other than documented shipping damage shall be treated as a return initiated by the Purchaser and shall be subject to a fifty percent (50%) restocking fee in addition to outbound freight, return freight, carrier charges, storage charges, and other transportation-related charges actually incurred.
Any refund, if applicable, will be calculated after all applicable deductions and transportation-related charges have been determined.
No refund will be issued for products that cannot lawfully be returned, resold, or accepted back into inventory.
By purchasing products from Black Powder Fireworks, the Purchaser acknowledges and agrees that:
The Purchaser understands that violations of applicable laws or regulations may result in fines, penalties, confiscation, seizure, permit denial or revocation, civil liability, criminal penalties, or other legal consequences for which Black Powder Fireworks is not responsible to the extent permitted by law.
Fireworks laws and regulations may vary among states, counties, municipalities, tribal jurisdictions, and other governmental authorities and may change from time to time. The Purchaser is responsible for obtaining current information from the appropriate governmental authorities.
Any regulatory information, third-party resources, or industry information provided by Black Powder Fireworks is provided for general informational purposes only and should not be relied upon as legal advice or as a determination that a particular transaction or use is lawful.
Fireworks are potentially hazardous products and must be handled, stored, transported, and used only in accordance with applicable laws, regulations, safety requirements, product instructions, and manufacturer instructions.
The Purchaser is responsible for maintaining appropriate security and storage conditions and for preventing unauthorized access to fireworks after possession and risk of loss have transferred to the Purchaser.
The Purchaser shall not modify, alter, dismantle, combine, or otherwise misuse fireworks products except as expressly permitted by applicable law and manufacturer instructions.
The Purchaser is responsible for ensuring that fireworks are handled and used only by individuals legally authorized to do so and only in locations where such activities are permitted.
Except to the extent expressly required by applicable law, products are sold “AS IS” and “AS AVAILABLE.”
To the fullest extent permitted by applicable law, Black Powder Fireworks disclaims all express and implied warranties not expressly provided in writing, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Black Powder Fireworks does not warrant that products will be suitable for a particular application, location, event, display, jurisdiction, or intended use.
Any manufacturer's warranty that may apply to a product is provided by the manufacturer and is subject to the manufacturer's applicable terms and conditions.
Nothing in these Terms is intended to exclude or limit any warranty or right that cannot lawfully be excluded or limited.
To the fullest extent permitted by applicable law, Black Powder Fireworks shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to the purchase, possession, transportation, storage, resale, handling, or use of products, including lost profits, lost revenue, business interruption, loss of business opportunity, or similar economic losses.
To the fullest extent permitted by law, Black Powder Fireworks' total aggregate liability arising out of or relating to a particular order shall not exceed the amount actually paid to Black Powder Fireworks for the specific product giving rise to the claim.
Nothing in these Terms is intended to waive or limit liability to the extent such waiver or limitation is prohibited by applicable law.
To the fullest extent permitted by applicable law, the Purchaser agrees to indemnify, defend, and hold harmless Black Powder, LLC d/b/a Black Powder Fireworks, its owners, members, managers, officers, employees, agents, representatives, affiliates, successors, and assigns from and against any and all claims, demands, actions, damages, losses, liabilities, judgments, penalties, fines, costs, and expenses, including reasonable attorneys' fees and legal expenses, arising out of or relating to:
• The Purchaser's purchase, receipt, possession, transportation, storage, handling, transfer, resale, distribution, or use of merchandise;
• The Purchaser's violation or alleged violation of any applicable law, regulation, permit, license, fire code, transportation requirement, storage requirement, or governmental requirement;
• The Purchaser's negligence, willful misconduct, or failure to follow applicable safety requirements, manufacturer instructions, product warnings, or labeling requirements;
• The Purchaser's failure to obtain or maintain any license, permit, approval, authorization, inspection, or other governmental requirement applicable to the Purchaser or the merchandise;
• Any act or omission of the Purchaser; or
• Any act or omission of any person or entity to whom the Purchaser transfers, resells, distributes, or otherwise makes the merchandise available.
This indemnification obligation includes claims made by governmental authorities, third parties, customers, employees, contractors, agents, or other persons or entities arising from the matters described above.
This indemnification obligation does not apply to the extent a claim is caused by the negligence, willful misconduct, or violation of law by Black Powder Fireworks.
The Purchaser's obligations under this section apply to activities occurring after title, possession, and risk of loss have transferred to the Purchaser pursuant to these Terms & Conditions.
The separate Black Powder Fireworks Indemnification & Purchaser Acknowledgment is incorporated into and forms part of these Terms & Conditions when accepted by the Purchaser. Where Professional Use Only products are purchased or offered for purchase, any applicable Professional Use Only — UN0431 Articles Pyrotechnic Customer Authorization & End-User Declaration, together with any other product-specific authorization or documentation expressly required by Black Powder Fireworks, is also incorporated into and forms part of the applicable transaction when required by the Company or applicable law.
In the event of a conflict between this Section 13 and a separate Black Powder Fireworks Indemnification & Purchaser Acknowledgment accepted by the Purchaser, the separate document shall control with respect to the subject matter of the conflict, to the extent permitted by applicable law. Any separately accepted product-specific authorization or agreement shall govern its specific subject matter to the extent expressly provided in that document.
Nothing in this section requires the Purchaser to indemnify Black Powder Fireworks to the extent such indemnification is prohibited by applicable law.
Black Powder Fireworks shall not be liable for any delay, interruption, cancellation, or failure to perform any obligation when such delay, interruption, cancellation, or failure results from circumstances beyond the Company's reasonable control.
Such circumstances may include, without limitation, acts of God, severe weather, natural disasters, fire, flood, tornadoes, transportation disruptions, carrier delays, labor disputes, strikes, governmental actions or orders, regulatory changes, changes in fireworks laws or regulations, supplier shortages, manufacturing interruptions, import restrictions, utility failures, public emergencies, pandemics, or other events beyond the Company's reasonable control.
When a force majeure event occurs, Black Powder Fireworks may delay performance, modify delivery schedules, allocate available products, suspend affected transactions, or cancel affected orders to the extent reasonably necessary.
The Company will make reasonable efforts to notify affected Purchasers when a force majeure event materially affects an order.
These Terms and any transaction between the Purchaser and Black Powder Fireworks shall be governed by and construed in accordance with the laws of the State of North Dakota, without regard to conflict-of-law principles, except to the extent applicable law requires otherwise.
Any dispute arising out of or relating to these Terms or a purchase from Black Powder Fireworks shall be brought exclusively in the state or federal courts located in Cass County, North Dakota, to the extent such courts have jurisdiction over the dispute.
The Purchaser consents to the jurisdiction and venue of such courts and waives objections to venue to the extent such waiver is permitted by applicable law.
If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.
The failure of Black Powder Fireworks to enforce any provision of these Terms shall not constitute a waiver of the Company's right to enforce that provision or any other provision in the future.
These Terms, together with any written order confirmation, invoice, quotation, credit agreement, or other written agreement expressly incorporated into the transaction, constitute the agreement between the Purchaser and Black Powder Fireworks concerning the applicable purchase.
In the event of a conflict between these Terms and a separately signed written agreement, the separately signed agreement shall control to the extent of the conflict.
Black Powder Fireworks may revise these Terms from time to time. Revised Terms will apply to orders accepted after their effective date, subject to applicable law and any existing written agreement that provides otherwise.
Black Powder Fireworks may, but is not required to, require the Purchaser or an authorized representative to review and electronically accept revised Terms before placing additional orders or continuing to use the wholesale purchasing account. Where required, the revised Terms will apply to the Purchaser and its orders as provided in the electronic acceptance and applicable law.
The individual electronically accepting these Terms on behalf of the Purchaser represents that they are authorized to accept these Terms and bind the Purchaser. By electronically accepting these Terms, the individual acknowledges that they have read, understand, and agree to them on behalf of the Purchaser.
Unless superseded by a written agreement as provided in these Terms, this acceptance applies to the Purchaser's wholesale purchasing account and all future orders accepted by Black Powder Fireworks while these Terms remain applicable.
Where required by Black Powder Fireworks or applicable law, the Purchaser must separately accept, execute, or complete the Indemnification & Purchaser Acknowledgment and any required product-specific authorization or documentation.
Black Powder Fireworks may retain electronic records of acceptance, including the identity of the accepting individual, the date and time of acceptance, and the version of the Terms accepted.
Black Powder, LLC d/b/a Black Powder Fireworks
West Fargo, North Dakota
