Terms & Conditions
1. AGREEMENT: These Terms and Conditions, the Seller's Purchase Order Confirmation and the Invoice shall constitute the entire agreement of the parties (the "Agreement"). Buyer is purchasing the Product set forth in the Order Acknowledgment on the terms therein but is also subject to these Terms and Conditions. Buyer understands and acknowledges that GWI is a reseller of the Product. The Product 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 GWI 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. Ingredients Online 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 in the Invoice. Any amounts unpaid and past due will accrue interest at the rate of 12% per annum, or the maximum allowable interest rate under applicable law, whichever is less. In the event Buyer fails to timely pay GWI as set forth herein, Buyer shall be responsible and liable for all expenses incurred by GWI to collect such unpaid amounts, including reasonable attorney's fees and costs.
3. PRICE: All Prices are fixed as of the date of the Invoice and/or the Order Acknowledgment date. All prices quoted are exclusive of taxes, fees, levies, duties, handling, and freight charges ("Taxes and Shipping Charges") unless otherwise approved by GWI.
4. CREDIT TERMS: Credit terms are set and monitored by GWI’s credit department. Credit terms and privileges may be terminated by GWI at any time for any reason without notice. A $20 service fee will be assessed for any NSF check.
5. RETURN POLICY: All returns must first be authorized by GWI. Returned goods must be accompanied by GWI’s Returned Materials Authorization document. Products must be returned in their original packaging, condition and quality. The sender assumes all liability for product which is damaged in transit. All returns received for any reason other than quality, will be subject to a restocking fee of $5 per piece. All restocking fees are non-refundable.
6. RISK OF LOSS: Title to the Product and risk of loss passes from GWI to the Buyer on shipment from GWI’s facility. Loss or damage that occurs during shipping is the Buyer's responsibility.
7. ASSIGNMENT: The Buyer shall not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of GWI.
8. LIMITATION OF LIABILITY: IN NO EVENT SHALL THE COMPANY 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, LOSS OF USE, HARM TO CONSUMERS OR END-USERS, DAMAGE TO BUYER’S EQUIPMENT, PROPERTY OR GOODWILL) REGARDING, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCT(S) (INCLUDING ANY COMPONENTS OR INGREDIENTS THEREOF), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF GWI HAS BEEN INFORMED OF OR IS AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. BUYER’S SOLE REMEDY IN THE EVENT THAT THE PRODUCT DOES NOT MEET WITH BUYER’S EXPECTATIONS, CRITERIA, NEEDS, OR QUALITY STANDARDS, WHETHER COMMUNICATED TO GWI IN ADVANCE OR NOT, SHALL BE A RETURN OF THE PRODUCT TO GWI AS SET FORTH IN PARAGRAPH 5 OF THIS AGREEMENT. FURTHERMORE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, GWI’S TOTAL AGGREGATE LIABILITY TO THE BUYER FOR ANY CLAIM, DEMAND, ACTION OR PROCEEDING REGARDING, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS (INCLUDING ANY COMPONENTS OR INGREDIENTS THEREOF) SHALL BE LIMITED TO THE AGGREGATE PURCHASE PRICE PAID BY THE BUYER TO GWI FOR THE PRODUCT FOR WHICH SUCH CLAIM, DEMAND, ACTION OR PROCEEDING RELATES.
9. INDEMNIFICATION: The Buyer shall indemnify, defend and hold harmless GWI, 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 Product (including any components or ingredients thereof), or (b) any claim that the Product (including 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 further acknowledges that GWI is a reseller of Products to commercial customers and is not intended for sale directly to consumers. Accordingly, Buyer will indemnify and hold harmless GWI from any claims, demands, actions, losses, costs, expenses, causes of action, damages, injury to a third party (including consumers) resulting from a derivative product, supplement, vitamin, mineral, ingredient, food, ingestible or other item that contains the Product purchased by Buyer in connection with this Agreement.
10. DELIVERY DATES: All delivery dates are approximate and GWI shall not be responsible for damages of any kind resulting from any delay. GWI shall not be liable for any default or delay if caused, directly or indirectly, by the elements, accidents, pandemic, 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 third party to perform, or from any other cause whatever beyond GWI’s control, that is, a "Force Majeure Condition" (e.g. acts of God, natural disasters, war, etc.). If a Force Majeure Condition interferes with GWI’s delivery of the Product which would cause the cost of the Product to exceed the Purchase Price, GWI shall be under no obligation to deliver the Product unless the Buyer agrees to pay such additional costs.
11. TERMINATION: GWI may terminate this Agreement if (a) a signed Order Acknowledgment is not received by GWI within five (5) days of the Order Acknowledgment date; or (b) the Buyer is unwilling or unable to accept delivery of the Product on the delivery date and the parties are unable to agree on another delivery date.
12. COMPLIANCE WITH APPLICABLE LAWS: The Buyer shall be solely responsible for its, purchase, use, handling and storage of the Product, and GWI shall have no responsibility therefor. The Buyer shall use, handle and store the Product, 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 third party. Without limiting the generality of the foregoing, the Buyer shall be solely responsible for determining whether GWI has any and all licenses, registrations, approvals and other authorizations from governmental authorities and/or third parties necessary for the purchase, use, handling and/or storage by the Buyer of the Product, and the Company shall have no responsibility or liability therefor. Buyer shall also be solely responsible for determining whether its purchase, use, handling or storage of the Product (i) complies with all applicable laws, and (ii) infringes upon the patent or other intellectual property rights of any third party.
13. CONFLICTING TERMS: All Order Acknowledgments accepted by the Buyer shall be subject to these Terms and Conditions, which may be changed or amended from time to time by GWI. In the event of a conflict between the terms in an Invoice or Order Acknowledgment, on the one hand, and these Terms and Conditions, on the other hand, these Terms and Conditions shall govern and control.
14. MISCELLANEOUS:
(a) Entire Agreement; Amendment: This Agreement together with the Order Acknowledgment and Invoice are the final, full and exclusive statement of the agreement between Buyer and GWI with respect to the subject matter set forth herein. This Agreement supersedes all prior or other agreements, arrangements and inducements relating to the subject of this Agreement. No promise or agreement made at or after the execution of this Agreement is binding unless it is written and signed by both parties. Except as otherwise provided in this Agreement, any amendment or modification to this Agreement must be in writing and signed by both parties.
(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.
(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 transmission.
(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 GWI 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 GWI, nor any act be deemed an estoppel against GWI, except by written consent of GWI.
(g) Limitations: Excluding actions GWI for nonpayment of any amounts due in connection with this Agreement, any suit, claim or action that arises from or relates to this Agreement or the Product must be commenced within one (1) year from the date that the suit, claim or action arose.
(h) Attorneys’ Fees: In the event of a dispute that arises from or relates to this Agreement or the Product, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs.
(i) Electronic Copies: The executed Order Acknowledgment may be delivered by electronic mail, facsimile transmission, or other electronic means, and such electronic copy shall be deemed an original.