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Terms and Conditions
1. AGREEMENT: These Terms and Conditions, the Seller's Purchase Order Confirmation and the Invoice shall constitute the entire agreement of the parties ("Agreement"). The Product(s) shall be deemed accepted if not refused or returned by the Buyer within 10 days of the Buyer's receipt. The Buyer shall conduct any required inspection at its expense and shall return any nonconforming goods to the Seller within said 10-day period at the Buyer's expense and risk.
2. PAYMENT: All credit card payments are processed by Authorize.Net. Your credit card information and billing information are stored in Authorize.Net PCI compliance system only.
Credit card information and billing information being sent from your browser to our server will be encrypted via SSL connection. Ingredientsonline.com does not store or share your credit card information nor billing information on our own server for security purposes. Payment of the Purchase Price is due and payable as set forth on the invoice. Any amounts unpaid and past due will be subject to a service charge on the unpaid balance at an interest rate equal to the lesser of 12% per annum or the maximum allowable interest rate under applicable law. The Buyer shall be responsible and liable for all expenses incurred by the Seller in collection, including reasonable attorney's fees.
3. PRICE: All Prices are fixed as of Purchase Order date and/or the Seller's Purchase Order Confirmation date. All prices quoted are exclusive of taxes, fees, levies, duties, handling, and freight charges ("Taxes and Shipping Charges") unless otherwise approved by the Seller.
4. CREDIT TERMS: Credit terms are set and monitored by the Seller's credit department. Credit terms and privileges may be terminated by the Seller at any time for any reason without notice. A $20 service fee will be assessed for any NSF check.
5. RETURN POLICY: All "Special order" product(s) must be prepaid before delivery and are non-returnable. All returns must first be authorized by the Seller's management. Returned goods must be accompanied by the Seller's Returned Materials Authorization Number (RMA Number), customer name, and the original purchase order number. Returned material must be returned in its original packaging, form and quality. The Buyer assumes all liability for product which is damaged in transit. All Returns received for any reason other than quality, will be subject to a minimum 20% restocking charge. All Repackaging fees are non-refundable.
6. NO WARRANTIES: THE BUYER ACKNOWLEDGES THAT (A) THE SELLER IS A RESELLER OR DISTRIBUTOR OR THE PRODUCTS, (B) THE SELLER UNDERTAKES NO INSPECTION OR INVESTIGATION OF THE PRODUCTS, AND (C) THE PRODUCTS SOLD BY THE SELLER ARE PROVIDED “AS IS.” THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, THE COMPONENTS OR INGREDIENTS, OR THE QUALITY OR USE THEREOF. THE SELLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. THE BUYER FURTHER ACKNOWLEDGES THAT IT IS RELYING SOLELY ON ITS OWN INSPECTION OR INVESTIGATION OF THE PRODUCTS, AND ON THE WARRANTY (IF ANY) PROVIDED BY THE THIRD PARTY MANUFACTURER OR SUPPLIER OF THE PRODUCTS.
7. RISK OF LOSS: Title to the Product and risk of loss passes from the Seller to the Buyer on shipment from the Seller's facility. Loss or damage that occurs during shipping is the Buyer's responsibility.
8. ASSIGNMENT: The Buyer shall not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Seller.
9. LIMITATION OF LIABILITY: IN NO EVENT SHALL THE SELLER BE LIABLE TO THE BUYER OR ANY THIRD PARTY FOR SPECIAL, NON-COMPENSATORY, CONSEQUENTIAL, INDIRECT, INCIDENTAL, STATUTORY OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, LOST SALES, LOST REVENUE OR LOSS OF USE) REGARDING, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, THE PERFORMANCE OR FAILURE OF PERFORMANCE OF THIS AGREEMENT, OR THE SALE, USE OR HANDLING OF THE PRODUCTS OR ANY COMPONENTS OR INGREDIENTS THEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE SELLER’S TOTAL AGGREGATE LIABILITY TO THE BUYER FOR ANY CLAIM, DEMAND, ACTION OR PROCEEDING REGARDING, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, THE PERFORMANCE OR FAILURE OF PERFORMANCE OF THIS AGREEMENT, OR THE SALE, USE OR HANDLING OF THE PRODUCTS OR ANY COMPONENTS OR INGREDIENTS THEREOF SHALL BE LIMITED TO THE AGGREGATE PURCHASE PRICE PAID BY THE BUYER TO THE SELLER FOR THE PRODUCTS FOR WHICH SUCH CLAIM, DEMAND, ACTION OR PROCEEDING RELATES.
10. INDEMNIFICATION: The Buyer shall indemnify and hold harmless the Seller, and the third party manufacturers and suppliers of the Products sold hereunder, from and against all losses, liabilities, damages and expenses (including without limitation attorneys’ fees and costs) resulting from any claims, demands, actions and other proceedings to the extent resulting from, relating to or in connection with (a) the use, handling or storage of the Products or any components or ingredients thereof, or (b) any claim that the Products or any components or ingredients thereof, or the sale or use thereof, infringes, misappropriates or otherwise violates (or contributes to or induces the infringement, misappropriation or other violation of) the patent or other intellectual property rights of any person or entity or violates or otherwise conflicts with any applicable law, regulation or court order. Buyer acknowledges that Seller is a distributor or Seller of raw materials intended to be purchased for manufacture, research or similar purposes and not intended for sale directly to consumers. Accordingly, Buyer will indemnify and hold harmless the Seller from any claim of damage or injury to a consumer resulting from a product containing the raw materials that are the subject of this Agreement.
11. DELIVERY DATES: All delivery dates are approximate and the Seller shall not be responsible for damages of any kind resulting from any delay. The Seller shall not be liable for any default or delay if caused, directly or indirectly, by the elements, accidents, any governmental action, prohibition or regulation, shortage or inability to obtain or non-arrival or defect of any labor, material, ingredient or product used in the Product, failure of any party or Third Party to perform, or from any other cause whatever beyond the Seller's control, that is, a "Force Majeure Condition" (e.g. acts of God, natural disasters, war, etc.). If a Force Majeure Condition interferes with the Seller's delivery of the Product which would cause the cost of the Product to exceed the Purchase Price, the Seller shall be under no obligation to deliver the Product unless the Buyer agrees to pay such additional costs.
12. TERMINATION: The Seller may terminate this agreement if (a) a signed Purchase Order and/or a signed Purchase Order Confirmation are not received by the Seller within 5 working days of the Agreement date; (b) the Buyer is unwilling or unable to accept delivery of the Product(s) on the delivery date and the parties are unable to agree on another delivery date.
13. COMPLIANCE WITH APPLICABLE LAWS: The Buyer shall be solely responsible for the use, handling and storage of the Products or any components or ingredients thereof, and the Seller shall have no responsibility therefor. The Buyer shall use, handle and store the Products or any components or ingredients thereof, at all times, in strict accordance with all applicable laws, regulations and court orders and shall not infringe, misappropriate or otherwise violate (and shall not contribute to or induce the infringement, misappropriation or other violation of) the patent or other intellectual property rights of any person or entity thereby. Without limiting the generality of the foregoing, the Buyer shall be solely responsible for determining whether the Seller has any and all licenses, registrations, approvals and other authorizations from governmental authorities and/or third parties necessary for the purchase by the Buyer, or the use, handling and storage, of the Products or any components or ingredients thereof, and the Seller shall have no responsibility or liability therefor.
14. CONFLICTING TERMS: All Purchase Orders accepted by the Buyer shall be subject to the Seller's Terms and Conditions of Sale stated herein and these terms may be changed or amended from time to time by the Seller. Any terms and conditions presented in orders placed by the Buyer which are in conflict with the terms and conditions of this agreement shall be inapplicable to the sale without the express written waiver of the Seller's Terms and Conditions of Sale. Acceptance of an order or shipment of Product(s) itself shall not be or deemed to be acceptance of any conflicting or additional terms and conditions.
(a) Enforcement: The Buyer shall be responsible and liable for all costs incurred by the Seller in enforcing its rights and the Buyer's obligations under this Agreement, including reasonable attorney's fees.
(b) Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties, their respective successors, legal representatives and permitted assignees.
(c) Governing Law: This Agreement shall be governed by and construed under the laws of California, without regard to conflicts of law rules. Any cause of action that may arise in any way under this Agreement shall be brought exclusively in the County of Los Angeles. The parties waive any right to a jury trial.
(d) Notices: All notices required to be given shall be in writing and delivered to the address set forth on the Purchase Order by hand or by certified first class mail, postage prepaid, return receipt requested, or by continued fax or e-mail and shall be deemed given upon the date hand delivered or three days after mailing or sent.
(e) Severability: The invalidity or unenforceability of any provision of this Agreement shall not affect any other provision which shall remain in full force and effect. If any provision of this Agreement is for any reason held to be invalid or unenforceable, it shall be construed valid and enforceable by limiting it as to time, subject or scope as required under applicable law.
(f) No Waiver: All rights and remedies of the Seller shall be deemed cumulative and not exclusive, and the exercise of any such remedy shall not be deemed a waiver of any other right or remedy. No term or condition of this Agreement shall be deemed waived by the Seller, nor there be any estoppel against the Seller, except by written consent of the Seller.
(g) Limitations: Any suit or other action based on breach of this Agreement or any other claim arising from the Product(s) (other than an action by the Seller for amounts due the Seller) must be commenced within one year from the date of tender for delivery by the Seller.