Purchase Order Terms & Conditions
These Terms and Conditions (the “Terms”) are made between the Seller and the Purchaser indicated on the reverse side hereof and govern the sale by Seller of the goods listed on thereon (the “Products”) to Purchaser, whether resulting from written orders, phone orders, electronic data interchange, release, or any other means (the “Orders”).
1. Payment Terms. Purchaser will pay Seller’s invoices according to their terms. Seller’s prices are subject to change without notice, and the price(s) in place at the time of shipment apply. Shipments are subject to approval of Seller’s credit department. Seller reserves the right to divide an Order into separate shipments and invoice each shipment separately as a separate contract. If Purchaser fails to comply with terms of payment, Seller may suspend production and/or defer future shipment under any Order, revise the payment terms, or cancel the unshipped balance. Seller may also require satisfactory assurance(s) of performance from the Purchaser. Any tax, duty, or freight charge which Seller is now or hereafter obligated to pay or collect will be for the account of Purchaser and may be added to the price.
2. Security Agreement. To secure all amounts due to Seller from Purchaser, Purchaser grants Seller a security interest in each Product and its accessions, improvements and proceeds. Purchaser authorizes Seller to sign as Purchaser’s attorney-in-fact and to file financing statements as necessary to perfect Seller’s security interest.
3. Deliveries; Title and Risk of Loss. Title to and risk of loss of all Products passes to Purchaser F.O.B. Seller’s facility. Purchaser’s requested shipping dates are informational only and not legally binding on Seller. Seller reserves the right to ship loads of any size without charge to Seller, and Seller may charge all incidental shipping costs to Purchaser. Inspection of Products is solely at Purchaser’s expense.
4. Limited Warranty. Seller’s sole and exclusive warranty is that the Products fairly meet Seller’s stated specifications at the time of shipment. Seller makes no other express or implied warranty and makes NO IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR TITLE, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, OR USAGE OF TRADE. Buyer maintains the final and sole responsibility for determination of Product suitability. Seller assumes no responsibility whatever for the compliance of the Products with applicable laws, regulations, codes and standards, including the Federal Food, Drug and Cosmetic Act and regulations of the FDA.
5. Limited Liability. Purchaser’s exclusive remedy for breach of contract, breach of warranty or any other claim is limited to repair or replacement of non-conforming Products or, at Seller’s option and upon return of the Products, refund of a portion of the purchase price. The statute of limitations for all claims arising under this Agreement is one (1) year from the date the claim accrues. If Purchaser’s exclusive remedy fails of its essential purpose for any reason, Purchaser’s sole alternative remedy will be the right, within the one-year limitations period, to recover damages up to but not exceeding the purchase price of the Product(s) involved. Seller shall not be liable for any other damages, whether direct, indirect, incidental, or consequential.
6. Force Majeure. Seller is not responsible for any delay or deficiency in production or shipment or for Product defects caused in whole or in part by: acts of God, riots, wars, fires, explosions, breakdowns, or accidents; strikes or other labor difficulties; lack or shortage of labor, materials, utilities, energy sources, or transportation facilities; delays of carriers; compliance with governmental rules, regulations, priorities, allocations, or other governmental requirements; or any other like or any unlike cause beyond Seller’s control. The foregoing is in addition to any excuse for non-performance provided by the Illinois Uniform Commercial Code or other applicable law. If Seller is excused from performance, Seller may allocate available Products between itself, its affiliates, and its customers in any manner Seller deems equitable, or Seller may cancel any outstanding Order.
7. Compliance with Laws. In connection with each Order, Purchaser warrants that it will comply with all applicable federal, state and local laws, executive orders, rules and regulations, including but not limited to the Fair Labor Standards Act, Occupational Safety and Health Act, Toxic Substances Control Act, Equal Employment Opportunity Act and the regulations and standards issued pursuant thereto. Purchaser shall supply Seller with all information necessary to permit Seller to comply with all laws. No statement of Seller has been evaluated by the Food and Drug Administration. The Products are not intended to diagnose, treat, cure or prevent any disease.
8. Confidentiality. Purchaser or Seller may make available to the other information of a confidential and proprietary nature, including but not limited to products, proprietary formulas, methods, processes, designs, software, samples, test and analyses data, product descriptions, specifications, manuals, plans, prices, customer information, supplier information, and financial information (“Confidential Information”). During the term of this Agreement and for a period of five (5) years thereafter, the party to whom the Confidential Information is disclosed shall not release, disclose or use such Confidential Information in a manner inconsistent with this Agreement or in competition with the disclosing party. Information shall not be treated as Confidential Information if it is currently available in the public domain, becomes available to the public without a breach of this paragraph, or can be conclusively demonstrated to have been lawfully in the possession of the receiving party prior to disclosure. At the request of either party, employees of the other party having access to Confidential Information may be required to sign confidentiality agreements.
9. Cancellation by Purchaser. Purchaser may cancel this Agreement or any Order only upon written consent from Seller on terms acceptable to Seller, including indemnification of Seller against any loss from cancellation. For a full refund, the entire PhysioCleanse & Detoxification Kit must be returned unopened within 3 weeks of product ship date. Any individual unopened items may also be returned within 3 weeks of product ship date for a partial refund. Refunds will be issued upon receipt of the returned product. There will be no refund for original shipping cost. Purchaser is responsible for the return shipping expenses.
10. General. This Agreement is the entire agreement of Seller and Purchaser with respect to its subject matter. This Agreement may not be amended except in a writing which refers to this Agreement and which is signed by officers of Seller and Purchaser with legal authority. In the event that one or more clauses of this Agreement is found to be unenforceable, illegal or contrary to public policy by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect. Any failure of Seller to insist upon strict performance of one Order or any term of this Agreement shall not waive its right to strict performance thereafter. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from and shall not apply to any transaction subject to this Agreement. This Agreement shall be governed by the laws of the State of Illinois, without regard for its choice of law rules. Seller and Purchaser agree that any legal proceeding with respect to this agreement shall be brought only in a court of the State of Illinois, or in a court of the United States sitting in Illinois, and both Seller and Purchaser submit to and accept generally and unconditionally the personal jurisdiction of those courts with respect to their person and property. If Purchaser becomes insolvent, if a receiver is appointed, if there is an assignment for the benefit of creditors, or if a petition for voluntary or involuntary bankruptcy on behalf of Purchaser is filed, Seller may, without further obligation to Purchaser terminate any Order or this Agreement immediately in whole or in part.