OILS
BY NATURE INCORPORATED TERMS OF SALE
PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS THE
TERMS AND CONDITIONS THAT APPLY TO THE PURCHASE OF PRODUCTS
FROM OILS BY NATURE INCORPORATED (“OILS BY NATURE”).
ANY DIFFERENT OR ADDITIONAL TERMS SET FORTH IN CUSTOMER PURCHASE
ORDERS OR SIMILAR COMMUNICATIONS ARE OBJECTED TO AND SHALL NOT
BE BINDING ON OILS BY NATURE UNLESS A SEPARATE PURCHASE AGREEMENT
HAS BEEN SIGNED BY AN AUTHORIZED REPRESENTATIVE OF OILS BY NATURE.
BY PLACING AN ORDER FOR PRODUCTS FROM OILS BY NATURE, OR BY
ACCEPTING DELIVERY OF THE PRODUCTS DESCRIBED ON THE APPLICABLE
PACKING SLIP, BILL OF LADING AND/OR INVOICE RECEIVED WITH THE
PRODUCTS, YOU, THE CUSTOMER, AGREE TO BE BOUND BY AND ACCEPT
THESE TERMS OF SALE. Oils by Nature may change or modify
these Terms of Sale from time to time in its sole discretion.
- AVAILABILITY AND PRICING: All orders are
subject to acceptance by Oils by Nature. Product availability
and pricing are subject to change without notice. Orders are
not binding upon Oils by Nature until accepted by Oils by Nature.
Prices listed are in U.S. dollars. Some products may not be
available for shipment outside the United States. Oils by Nature
reserves the right to refuse service, terminate accounts or
cancel orders in its sole discretion. Prices charged will be
those prevailing when an order is placed. For scheduled delivery
over 60 days, Oils by Nature reserves the right to charge the
Customer the price of the goods at shipment if higher.
- PAYMENT TERMS: Oils by Nature accepts payment
via credit card, money order or bank check. Oils by Nature accepts
credit cards from American Expressâ, MasterCard â,
VISAâ and Discover®. Prices do not include any present
or future sales, use, excise, value-added or similar taxes and,
where applicable, such taxes shall be billed as a separate item
and paid by Customer.
Oils by Nature will not be bound by any endorsement or statement
on any payment or in any letter accompanying a payment. The
payment will not constitute an accord and satisfaction and Oils
by Nature’s acceptance of the payment will not limit Oils
by Nature’s right to pursue full payment and remedies.
- RETURNS: Permission for return of products
must first be secured from Oils by Nature in writing. Material
returned without written return authorization will not be accepted.
All return authorizations are conditional and are not final
until the product is received and inspected by Oils by Nature.
Credit will be issued at the original price charged less handling
and transportation charges, where applicable. All claims for
shortages must be made within 72 hours of receipt of product.
- SHIPPING & HANDLING: All shipments are
F.O.B. Destination with freight prepaid by Customer. Delivery
dates provided in advance are estimates only and shall not represent
fixed or guaranteed delivery dates.
- WARRANTY & DISCLAIMER: SINCE OILS BY NATURE DOES
NOT CONTROL THE USE OF ITS PRODUCTS; TO THE FULLEST EXTENT PERMITTED
BY LAW, OILS BY NATURE DISCLAIMS ANY AND ALL LIABILITY WITH
RESPECT TO YOUR USE OF THE PRODUCTS SOLD BY OILS BY NATURE.
IT IS YOUR RESPONSIBILITY TO DETERMINE THE SUITABILITY OF ANY
PRODUCT FOR YOUR INTENDED USE AND OILS BY NATURE MAKES NO EXPRESS
WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION CONTAINED HEREIN.
OILS BY NATURE DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY
OR OF FITNESS FOR ANY PARTICULAR PURPOSE. SINCE OILS BY NATURE
CANNOT CONTROL THE MANNER OF USE OF ITS PRODUCTS AFTER THEIR
SALE, OILS BY NATURE WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL,
INCIDENTAL OR INDIRECT DAMAGES. OILS BY NATURE’S LIABILITY
IN ANY EVENT IS LIMITED TO, AND SHALL NOT EXCEED THE PURCHASE
PRICE PAID FOR ANY PRODUCT CAUSING SAID LIABILITY.
Since Oils by Nature is acting only as a distributor of products
manufactured by other companies, Oils by Nature expressly limits
its liabilities to any warranties or guarantees extended by
the manufacturer, which Oils by Nature will pass on to the Customer.
NO WARRANTY WILL APPLY IF ITS PRODUCTS ARE IN ANY WAY
ALTERED OR MODIFIED AFTER DELIVERY BY OILS BY NATURE. OILS BY
NATURE’S PRODUCTS ARE NOT RECOMMENDED OR AUTHORIZED FOR
ANY USE WHICH COULD RESULT IN SUBSTANTIAL HARM TO PERSONS OR
PROPERTY. Customer assumes all risk and liability for
use in such applications agrees to indemnify Oils by Nature
for all damages that may be incurred due to use of Oils by Nature’s
products in these prohibited applications. Any cause of action
against Oils by Nature must be instituted within one (1) year
from the date the cause of action arose or be forever waived
and barred.
ALTHOUGH OILS BY NATURE HAS USED REASONABLE EFFORTS
TO ACCURATELY ILLUSTRATE AND DESCRIBE THE PRODUCTS IN ITS LITERATURE,
AND WEBSITE, SUCH ILLUSTRATIONS AND DESCRIPTIONS ARE FOR THE
SOLE PURPOSE OF PRODUCT IDENTIFCATION AND DO NOT PROVIDE AN
EXPRESS OR IMPLIED WARRANTY OR AFFIRMATION OF FACT, OF ANY KIND
OR A WARRANTY OR AFFIRMATION OF FACT THAT THE PRODUCTS WILL
CONFORM TO THER RESPECTIVE ILLUSTRATIONS OR DESCRIPTIONS. IN
ADDITION, OILS BY NATURE DISCLAIMS ANY LIABILITY RELATED TO
PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, PRODUCT RECOMMENDATION
OR PRODUCT MISAPPLICATION.
- FORCE MAJEURE. Oils by Nature shall not
be liable for loss or damage caused by any delay or failure
to perform resulting in whole or in part from Acts of God, severe
weather conditions, labor disruptions, governmental decrees
or controls, insurrections, war risks, shortages, inability
to procure or ship product or obtain permits and licenses, or
any circumstances beyond the control of Oils by Nature in its
business operations.
- GOVERNING LAW. This Agreement and any sales
hereunder shall be governed by the laws of the state of Ohio
without regard to conflicts of laws rules and venue shall be
in the federal and state courts of Cuyahoga, County, State of
Ohio, United States of America. The parties expressly exclude
the application of the 1980 United Nations Convention of Contracts
for the International Sales of Goods, if otherwise applicable.
- SEVERABILITY. If any provision or provisions
of this Agreement shall be held to be invalid, illegal or unenforceable,
such provision shall be enforced to the fullest extent permitted
by applicable law, and the validity, legality and enforceability
of the remaining provisions shall not in any way be affected
or impaired thereby.
- DISPUTE RESOLUTION. Actions by Oils by Nature
for nonpayment by the customer of the purchase price of products
sold by Oils by Nature, or for redress of other breaches by
the Customer of these terms and conditions of sale may be brought
by Oils by Nature, at its option, before any U.S. or foreign
judicial court of competent jurisdiction or at Oils by Nature’s
option, disputes between Oils by Nature and the Customer, including
all claims for non-performance by Oils by Nature, shall be finally
settled by arbitration in Cleveland, Ohio U.S.A. under the Commercial
Rules of the American Arbitration Association, by a single arbitrator
appointed in accordance with said Rules applying these Terms
and Conditions of Sale and consistent provisions of the federal
and state laws (except conflict of law rules) of the State of
Ohio, U.S.A.
- WAIVER. Oils by Nature’s failure
to insist on performance of any term or condition contained
in this Agreement, or failure to exercise any of Oils by Nature’s
rights hereunder, shall not constitute a waiver of any of Oils
by Nature’s rights or remedies under this Agreement.
- NO THIRD PARTY BENEFIT. The provisions
set forth in these Terms and Conditions of Sale are for the
sole benefit of the parties hereto, and confer no rights, benefits
or claims upon any person or entity not a party hereto.
- GENERAL. All orders are subject to acceptance
by Oils by Nature. Any representation, affirmation of fact and
course of dealing, promise or condition in connection therewith
or usage of trade not incorporated herein, shall not be binding
on either party
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