DESIGNS FOR HEALTH, INC.
STANDARD TERMS AND CONDITIONS
1. ENTIRE AGREEMENT. These Standard Terms and Conditions apply to all orders placed by a customer placing a purchase order (hereinafter “Customer”) and Designs for Health, Inc. (hereinafter “Company”). No change, modification, amendment or other agreement with regard to these Standard Terms and Conditions shall be binding upon Company unless made in writing and signed by an authorized officer of Company. These Standard Terms and Conditions shall govern, notwithstanding any terms set forth in Customer’s purchase order or confirmation form. Any additional or different terms in Customer's purchase order or confirmation will not be binding on Company unless otherwise agreed to in writing by Company. Customer acknowledges that Company has not authorized any of its sales agents or representatives to make any representations, warranties or agreements on behalf of, or to bind Company in any way.
2. PRICES. All prices are exclusive of shipping, provided that Company shall pay for standard ground shipping for deliveries in the continental United States through Fed Ex, UPS or other similar service chosen by Company on orders placed online in excess of $175 and on orders placed by phone of at least $250. Expedited or other special shipping or packaging requirements and insurance are subject to additional charges. Orders under $50 are subject to handling fees.
3. PAYMENT. Customer shall pay in full and in advance of shipment the purchase price for all goods ordered, as set forth in Company’s confirmation and invoice, without any offset, deduction, or delay. Alternatively, credit terms may be extended to Customer by Company at Company’s sole discretion pursuant to a separate agreement.
4. DELIVERY. Delivery of the goods shall be FOB Customer’s shipping address. All delivery dates are approximates and estimates. Company reserves the right to ship prior to the order shipping date. Shipment of the goods is specifically conditioned upon the payment to Company by Customer of all monies otherwise due. Company may deliver or ship the goods in installments. All installments may be separately invoiced and paid as billed without regard to subsequent deliveries. Failure to pay for any installment when due shall excuse and release Company from making further deliveries to Customer and Company may bring a separate action to recover the contract price of each such shipment, delivery or installment.
5. FORCE MAJEURE. All deadlines and dates shall be adjusted and extended, and Company shall not be liable whatsoever for any delays in delivery or any failure to deliver the goods, due to causes beyond the control of Company, including but not limited to acts of God, war, mobilization, civil commotion, riots, embargoes, domestic or foreign governmental regulations or order, fires, floods, weather, strikes, lock outs, labor difficulties, machinery breakdowns, shortages or inability to obtain goods, labor, capital, shippers, or other related items with regard thereto.
6. RISK OF LOSS AND TITLE. All risk of loss, damage, and other incidentals of ownership of and to the goods shall pass to Customer upon delivery of the goods to Customer’s shipping address.
7. INSPECTION. Customer agrees that it shall physically inspect and examine the goods at time of receipt. In the event Customer is of the opinion that the goods do not comply with these Standard Terms and Conditions, Customer shall immediately notify Company in writing of any such alleged non-compliance. If Company has not received actual written notice within three (3) business days after receipt of a shipment of the failure of the shipment to meet the Company's specifications, then the shipment and the goods shall be conclusively presumed to fully satisfy these Standard Terms and Conditions and the Company's specifications therefor, and full payment shall be due in accordance with the terms of any credit agreement.
8. RETURNS. Proof of purchase is required. Unopened items may be returned within 30 days, except for Private Label or heat sensitive items, which are non-returnable. Restock fee, 20%. RMA # required provided by Customer Service. Reports of damaged products or order discrepancies must be reported within 72 hours of delivery to qualify for return/replacement. All bar codes on product labels must be intact. Products with labels that have been altered in any way are non-returnable.
9. WARRANTY. Company warrants that, at the time of delivery of the goods to Customer, (a) the goods shall conform with the Company's specifications hereof, and (b) Company's title to the goods shall be free from any lien, security interest, or other encumbrance, (c) the goods shall be free from material defects; and (d) the goods shall be fit for human consumption. THIS PARAGRAPH SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY COMPANY TO CUSTOMER. ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
10. LIMITATION OF LIABILITY. The liability of Company and the exclusive remedy of Customer are expressly limited to either of the following, as determined at the sole and exclusive discretion of Company, (a) replacement of the defective goods without cost to Customer upon return of defective goods, or (b) the repayment of that portion of the purchase price paid upon the return of defective goods. No goods shall be returned by Customer to Company without a return authorization from Company. The replacement or payment for the defective goods by Company shall be the exclusive remedies of Customer and the limit of the liability of Company and in lieu of any other warranty, obligation, or liability whatsoever. In no event shall Company, or any of its agents, be liable for special, incidental, consequential damages, loss of profits, injury to goodwill, character, and/or reputation, and/or for any other damages, losses or other expenses whatsoever.
11. WAIVER. The waiver by Company of any of the terms and conditions contained herein shall not constitute or be deemed a future waiver of the same or other terms or conditions to which the parties have agreed, nor shall such waiver be deemed as a binding course of performance or conduct upon the Company.
12. SEVERABILITY. If any term or provision of these Standard Terms and Conditions is held invalid by a court of competent jurisdiction, then such term or provision shall be enforceable to such extent as is lawful. Furthermore, such invalidity shall not affect the other terms and provisions of these Standard Terms and Conditions, which shall be given full effect as though the invalid term or provision were not, in the first instance, included herein.
13. TERMINATION. Company may delay or discontinue shipment of goods and/ or terminate any purchase order without any liability or obligation whatsoever to Customer if (a) Customer defaults under any agreement with Company, (b) the business and/or operation of Company are disrupted or adversely affected due to causes beyond the control of Company, (c) Customer is or becomes bankrupt, insolvent, makes an assignment for the benefit of its creditors, fails to pay its debts as due, and/or otherwise suspends its business operations.
14. APPLICABLE LAW. These Standard Terms and Conditions shall be governed by and construed according to the substantive laws of the State of Connecticut without regard to its otherwise applicable conflicts of laws rules and Company and Customer consent to the jurisdiction of the state and federal courts of Connecticut.
15. PROP 65. Customer acknowledges that some goods, when sold in the State of California, may require a warning under California’s Safe Drinking Water and Toxic Enforcement Act of 1986, also known as Prop 65. Customer obligations to provide such a warning are set forth in that separate RxDFHends Agreement between it and the Company.
16. HEADINGS. Paragraph headings are for convenience only and do not form part of these Standard Terms and Conditions.