Terms and Conditions of Sale
ENTIRE CONTRACT: The terms and conditions of sale on this invoice constitute the contract between HVL, sometimes known as Douglas Laboratories, Klean Athlete or Alcrea Health (“HVL”) and Buyer. These Conditions of Sale constitute notification of HVL’s objection to and rejection of any other conditions of sale, whether contained in Buyer’s purchase order, bid documents, or prior course of dealing that are different from, inconsistent with or additional to the Conditions of Sale set forth herein. If HVL and buyer have heretofore entered into a formal written contract containing specific terms covering the sale of such products, the terms and conditions of such formal written contract shall govern. IF THESE TERMS AND CONDITIONS ARE NOT ACCEPTABLE TO THE BUYER, BUYER MUST SO NOTIFY HVL IMMEDIATELY, IN WRITING.
PAYMENT: Terms of payment, unless Buyer’s credit is suspended or revoked by HVL (at HVL’s sole discretion), net 30 days from date of shipment. HVL may require a completed credit application at its option. All payments shall be made in U.S. dollars. A service charge of 1-1/2% per month, or annual percentage rate of 18% will be applied on invoices not paid on or before due date. Returned checks may be submitted for collection and are subject to a $25 returned check fee. HVL reserves the right to refuse delivery at any time in whole or in part, except for cash, whenever in doubt as to Buyer’s financial condition. Buyer shall pay all of HVL’s costs and expenses (including attorney’s fees, court costs and other collections costs) incurred to collect any amounts owed to HVL.
PRICES: Unless otherwise agreed to in writing, the prices set forth in this contract shall be adjusted to HVL’s prices in effect at the time of shipment. Unless otherwise agreed to in writing, all prices are FOB HVL’s shipping point or points and the prices set forth in this contract shall be further be adjusted, if necessary, to reflect any changes in transportation or related charges which are to be paid by Buyer.
TAXES: The prices stated are subject to any additions necessary to cover Federal, State and Municipal or other sales or use taxes or any other taxes upon the products described herein, all of which shall be paid by the Buyer.
RESERVATION OF TITLE: While risk of loss or damage to articles shall pass to Buyer upon shipment, transfer of legal and equitable title to articles shipped to Buyer shall be subject to full payment of the purchase price therefore, and HVL reserves a security interest in the articles until the purchase price has been paid, foreclosable in accordance with applicable law, Buyer grants to HVL a power of attorney for the limited purpose of executing and filing an appropriate UCC financing statement to perfect HVL’s security interest in the collateral referenced in this paragraph.
CANCELLATION AND CHANGES: Orders which have been accepted by HVL are not subject to cancellation or changes in specifications, except upon HVL’s written consent, and may require as a condition of such consent, reimbursement for any cost incurred in performance of order in original form or other additional costs incurred by HVL.
RETURNS: In keeping with our quality commitment, our return policy requires that customers notify HLV and request a return good authorization within 48 hours of receipt of the product. Upon approval, returns must be shipped to our facility within 48 hours. All returns are subject to a 25% processing charge and cost of return shipping. No returns will be accepted on private or custom labeled products, custom formulas or custom convenience packs.
CALIFORNIA RESIDENTS PROPOSITION 65 WARNING: This product contains a substance known to the State of California to cause cancer and birth defects or other reproductive harm. If you are reselling this product in the State of California, you must affix a warning sticker stating the exact verbiage of the previous sentence to the outer packaging of any indicated product if it is being sold to a consumer in California. If a sticker is already affixed, it must remain if sold to a consumer in California. Noncompliance may subject the violator to civil penalties. Please contact Customer Service at (800-245-4440) for more information.
FORCE MAJEURE: HVL shall not be liable for any delay or failure to deliver caused by but not limited to disaster, failure of suppliers, labor shortage or any act of God or causes beyond HVL’s control. If any such event occurs, HVL shall have additional time within which to perform the contract and shall have the right to apportion its production.
WARRANTY AND DISCLAIMER: HVL warrants that the products, when shipped, meet any of HVL’s written specification certifications, which are specifically made for the articles in question. To the extent that any specifications or certifications are identified as being based upon information obtained from HVL’s suppliers, HVL shall have no liability in the event such specifications or certifications are ultimately deemed to be incorrect, other than to assign to Buyer, without recourse, any claims which HVL may have against such suppliers. BUYER HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS, THEIR FITNESS FOR ANY PURPOSE, THE QUALITY, OR THEIR MERCHANTABILITY. IN NO EVENT SHALL HVL BE LIABLE FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES OR FOR THE COST OF PROCUREMENT FROM THIRD PARTIES OF ANY SUBSTITUTE GOODS, WHETHER AS A RESULT OF ALLEGED OR ACTUAL BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE. To the extent that Buyer provides specifications for products, Buyer warrants that such specifications do not infringe on the intellectual property rights of any third party, and will not result in a product which is harmful or dangerous or unfit for consumption, and agrees to indemnify and hold harmless HVL from and against any and all claims, liabilities or losses, including reasonable attorneys’ fees and court costs by any third party with respect to any alleged infringement of intellectual property rights or breach of this warranty. To the extent Buyer provides HVL with ingredients or botanicals for processing or mixing, Buyer agrees to indemnify and hold harmless HVL from and against any and all claims related to such ingredients or botanicals, including, without limitation, any allegation that such ingredients or botanicals are contaminated, adulterated, mislabeled or otherwise misrepresented, or contain specified ingredients or components in excess of limits permitted by applicable laws. BUYER’S SOLE AND EXCLUSIVE REMEDY AGAINST HVL FOR ANY CAUSE OF ACTION ARISING OUT OF THE SALE OR USE OF ANY PRODUCT SHALL BE REPLACEMENT OF THE PRODUCT OR REFUND OF THE PURCHASE PRICE PAID FOR THE PRODUCT.
REPRESENTATIONS: You warrant that you are a Health Care Professional (HCP) who is selling supplements to patients under your care, or you are a patient of a HCP ordering via that HCP’s direction via a patient direct ship program. It is the responsibility of the HCP to ensure that each patient’s order is appropriate for their particular medical and/or dietary needs.
INDEMNIFICATION: HVL shall have no duty to indemnify Buyer for any reason not expressly undertaken elsewhere in the terms and conditions set forth in this acknowledgement, and in no event shall HVL indemnify Buyer for Buyer’s acts or Buyer’s negligence. The Buyer shall indemnify and hold harmless HVL from any and all loss, cost, expense, and damage (including court costs and attorneys’ fees) on account of any and all manner of claims, demands, actions and proceedings that may be instituted against HVL, including any and all claims arising in connection with or as the result of the use of the goods purchased hereunder resulting in any alleged or actual damage or injury to person or property by whomsoever suffered.
APPLICABLE LAW: This contract shall be construed, interpreted, and all rights of the parties determined in accordance with the laws of the State of Pennsylvania.
SEVERABILITY: In the event that any provision contained herein is determined to be unenforceable, all other provisions shall remain in full force and effect and the affected provision shall be construed so as to be enforceable to the maximum extent permissible by applicable law.
ENTIRE AGREEMENT: These terms and conditions set forth the entire agreement and understanding of the parties, relating to the subject matter herein and merge all prior discussions between them. No modification of or amendment to these terms and conditions, nor any waiver of any rights hereunder, shall be effective unless in writing signed by the party to be charged.