Read this document carefully! It contains important information about your rights and obligations, as well as limitations and exclusions that may apply to you. This agreement contains the terms and conditions that apply to your purchase from Homeopath Ellen's, the entity named on the product invoice (hereinafter “Seller”). By accepting deliver of products or services described on the product invoice, Buyer agrees to be bound by and accepts these terms and conditions. These terms and conditions apply (i) unless Buyer has signed a separate purchase agreement with Seller, in which case the separate agreement shall govern; or (ii) unless other Seller’s standard terms apply to the transaction. These terms and conditions are subject to change without prior written notice at any time, in the Seller’s sole discretion.
ACCEPTANCE: Buyer agrees to these terms and conditions which shall prevail over any inconsistent provisions in any form or other paper submitted by Buyer. Any additional or different terms in any Buyer request for quotation, acknowledgment, commencement, or purchase order shall constitute a counteroffer and such counter offer shall not be accepted by Seller without written approval by Seller. The provisions of any existing written contract between Seller and Buyer for the same goods or services shall take precedence over any inconsistent terms or conditions contained in the product Invoice. Seller may, from time to time, change or supplement these terms and conditions. These terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for product(s) or services and support that are subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Buyer and Seller. All purchases are subject to Seller approval not withstanding prior payments and, if not in accordance with the specifications, may, at Seller's sole option, be returned to Seller at Buyer’s expense for transportation. Seller reserves the right to change product specifications, quantities, designs or prices without notice and without liability for such changes.
QUANTITY: Any goods shipped by Seller in excess of the quantity designated in any Buyer Purchase Order or tolerance from quantity previously agreed to in writing may be returned to Seller at Seller’s expense. Buyer agrees to give reasonable notification to Seller that the goods in question are being returned. If Buyer wishes to change Buyer's order, and items ordered have been manufactured or are already in transit, changes will be regarded as “Order Cancellation.” Cancellation of order is subject to approval by Seller.
PRICE: Price(s) set forth in the product invoice are firm and shall not be changed without the prior written consent of Seller. Prices are subject o change without notice, and shall be invoiced at the current list price, unless otherwise agreed to in a written agreement signed by both Buyer and Seller.
PAYMENT: Payments will be due in accordance with terms specified on the product invoice. If your credit has not been established with Seller, terms will be payment in advance, C.O.D. or credit card. Delinquent accounts are subject to a 1.5% per month interest charge. In the event it becomes necessary for Seller to incur collection costs or institute a suit to collect any amount due and payable, Buyer agrees to pay such additional collection costs, charges, and expenses, including attorney’s fees if the account is place in the hands of an attorney or an agency for collection.
SHIPMENT AND DELIVERY: Seller will make all reasonable efforts to meet Buyer’s requirement dates and to ship the products via most reasonable carrier. Partial shipments will be accepted by the Buyer and will not be a breach of this agreement by Seller. Buyer shall notify Seller immediately of any situation which may delay or threaten to delay the timely receipt of goods. Such notification shall not waive the Seller’s right to cancel the order or recover damages from undeliverable goods.
RETURNS: No returns will be accepted without prior authorization, and are subject to approval by Seller. If, for any reason, it is necessary to return goods to Seller, please contact your account representative for forwarding instructions. This procedure will prevent delays and enable Seller to resolve the situation to Buyer’s satisfaction. Seller is not liable for goods returned without authorization. Returns must be sent through a traceable carrier. Seller reserves the right to charge Buyer a minimum 5% restocking/ service charge.
WARRANTY: Seller warrants that Seller holds clear title to all products transferred to Buyer under this agreement and is under no legal restraint which would prohibit transfer of possession or title to Buyer. Seller products are warranted to meet the stated performance and quality and to be free of defects in material and workmanship. They are not warranted, nor does Seller assume liability, if misused. No other warranty or representation is implied or expressed by Seller for its products with respect to merchantability, fitness for a particular purpose, or any other matter and the Seller specifically disclaims any such warranties or any other warranty, express or implied, except the warranty expressly made herein. Seller shall not under any circumstance be liable for any incidental, consequential or compensatory damages arising from the use of, or in conjunction with, its products. The maximum liability that can be assumed by Seller for breach of warranty shall be the invoice price of the product.
INDEMNITY: Buyer will indemnify, defend and hold harmless Seller and its customers from and against all liabilities, losses and expenses, including counsel fees and disbursements, arising from the breach of any of these Terms and Conditions.
FORCE MAJEURE: Neither party shall be liable to the other for failure to perform or deliver when and as specified if such failure to perform or deliver is caused by war, fire, flood, strike, labor dispute, accident, epidemic, riot, act of God, act of governmental authority, or other contingencies beyond the control of the non-performing party, and which interferes with the party’s ability to perform its obligations hereunder. Any deliveries suspended under this paragraph may be canceled without liability.