UNLESS OTHERWISE SPECIFIED ON THE FACE OF THIS INVOICE AND AGREED BY SELLER (“SELLER”), GOODS COVERED BY THIS AGREEMENT ARE BEING SOLD ONLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS CONTAINED HEREIN. RECEIPT OF ORDER BY PURCHASER CONSTITUTES ACCEPTANCE OF TERMS. ALL TERMS OR CONDITIONS NOT AGREED BY SELLER OR IN OTHER DOCUMENTS WHICH ARE DIFFERENT FROM OR ADDITIONAL TO THOSE CONTAINED HEREIN ARE NULL AND VOID.
Warranties: SELLER MAKES AN EXPRESS WARRANTY, IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED THAT ITS PRODUCT IN THE FORM DELIVERED TO BUYER (“BUYER”) UNDER THIS CONTRACT IS FIT FOR HUMAN CONSUMPTION (ACCORDING TO PRODUCT LABEL DOSAGE INSTRUCTIONS), AND IS SO MANUFACTURED AND LABELED SO AS NOT TO BE IN VIOLATION OF THE U.S. FOOD, DRUG, AND COSMETICS ACT. SELLER MAKES NO AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND FOR FITNESS FOR A PARTICULAR OR SPECIAL PURPOSE. SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR CONTINGENT DAMAGES. SELLER’S MAXIMUM LIABILITY AS TO ANY CLAIM OF ANY NATURE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, PATENT INFRINGEMENT, OR OTHERWISE, IS LIMITED TO THE CONTRACT PRICE FOR THE PORTION OF THE GOODS IN RESPECT OF WHICH IN SUCH CLAIM IS MADE. BUYER’S SOLE REMEDY AGAINST SELLER SHALL BE FOR THE REPAIR OR REPLACEMENT OF DEFECTIVE GOODS WITHOUT CHARGE BY SELLER. In no event shall Seller be liable for any goods that have been (i) misused or damaged; or (ii) modified, relabeled or repackaged without Seller’s written consent.
Confidential Information: Buyer acknowledges that all information related to Seller’s know-how, technical data, designs, drawings, specifications, formulas, catalogs, data sheets, sales and technical bulletins, pricing and sales policies, and sales techniques or concepts comprises valuable trade secrets and is confidential and/or proprietary to Seller. Buyer shall hold such confidential information in strict confidence and shall not disclose the same to any other person, firm or corporation at any time.
Trademarks: Buyer specifically acknowledges Seller’s ownership of all of the trademarks associated with Seller’s goods and recognizes and affirms that (i) Buyer’s rights under, and activities pursuant to, this invoice shall not create in Buyer any right, title or interest in any such trademark, and (ii) all use of the trademarks by Buyer, and any goodwill arising from such use, shall inure solely to the benefit of Seller.
No Authority to Rebottle, Misrepresent, or Mix Product: Buyer shall not mix or incorporate the product with any other substance for resale, or repackage the product in any way for resale.
Sellers Proprietary Rights: Seller retains sole ownership of all promotional materials, art work, or package design supplies in connection with this sale. Buyer shall not reproduce any drawing or copyrighted material furnished by Seller without Sellers express written consent.
Payment: Terms of sale are C.O.D., unless otherwise stated on the face hereof. If Buyer defaults in any payment when due under this order or any other order, Seller may defer delivery of any ordered goods until all payments due are made. Balance due must be paid in U.S. dollars. If Seller has not received invoice payment after thirty (30) days from the shipment date, a late fee of $2.00 or 2% (whichever is greater) of the invoice balance will be charged for every month until payment is received. If Seller has not received invoice payment after sixty (60) days the account terms will be changed to C.O.D. or Seller shall require payment in advance by credit card, in Seller’s sole discretion, for all future sales. Any late fees and collection costs deemed as interest shall not exceed the maximum allowed by law.
Customer Returns: Buyer must return product(s) within 12 months of original invoice date to receive full credit back. No credit will be given after 12 months of invoice date.
Customer Credits: Buyer must specify to Seller how Buyers credits are to be applied. Seller will not apply any credits to specific invoices unless requested by Buyer. Credits must be applied to the account (or specific store) that generated the credit. Credits that are not used within 6 months of the date issued will be lost.
Collection Costs: Customer agrees to pay all costs associated with collection of delinquent balances including collection costs, reasonable attorney fees and legal fees. Buyer will be assessed a one time collection fee of 33.3% on invoices 90 days past due or $35.00, whichever is greater, but in no event to exceed the maximum amount permitted by law. All past-due accounts will be placed on C.O.D. terms. Buyer agrees to pay a $25 procession fee for any returned checks, and to provide the Seller with a money order or cashiers check for the amount due, plus all service fees following any returned checks. C.O.D. accounts will be placed on C.O.D. Cash-only terms following any returned checks.
Title and Risk of Loss: Seller reserves title to the goods until receipt of payment in good funds. Risk of loss passes FOB Sellers location.
Nonconforming Delivery/Consumer Returns: Buyer shall inspect the goods and shall notify Seller within 15 days of any claim for shortages, defects, or damages and shall hold the goods for Sellers instructions concerning disposition.
Restocking charge: Buyer agrees to pay Seller a restocking fee of 10% of the invoice amount for returns of conforming goods. Seller agrees to pay for return shipping charges of any goods returned within 12 months of original shipment date as long as Buyer coordinated return shipment with Seller.
Limitation of Actions: Any action for any loss or damage must be commenced by Buyer within one year after Buyers cause of action has accrued or is waived.
Technical Support: Any technical advice furnished by Seller concerning the use of its products is given gratis and Seller assumes no obligation or liability for the advice given or results obtained. All such advice is given and accepted at Buyers risk.
Force Majeure: Seller shall not be liable for failure or delay in shipping goods hereunder if such failure or delay is due to any act of God, war, labor difficulties, accident, raw ingredient shortages, or other events whatsoever beyond the control of the Seller.
Changes: No change by Buyer of any term or condition of this contract or any of Sellers rights or remedies hereunder shall be binding on Seller unless Seller shall expressly consent to the change in writing signed by both Buyer and Seller.
Governing Law: This agreement shall be governed by the laws of the State of Utah and courts of Utah shall be the sole place to adjudicate any dispute hereunder.
Entire Agreement: This contract constitutes the entire agreement between the Buyer and Seller relating to the goods or services which are the subject thereof.