Terms and Conditions of Sale for CLEAN HEALTHY BODY LLC 

 

PLEASE READ CAREFULLY BEFORE SUBMITTING YOUR ORDER FOR PURCHASE. BY SUBMITTING AN ORDER FOR PURCHASE, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF SALE SET FORTH HEREIN. THESE TERMS AND CONDITIONS OF SALE FORM PART OF YOUR ORDER AND PURCHASE.

ALL TRANSACTIONS ARE GOVERNED BY SELLER’S TERMS AND CONDITIONS OF SALE. ANY PROPOSAL THAT INCLUDES DIFFERENT OR ADDITIONAL TERMS THAT VARY FROM CLEAN HEALTHY BODY LLC’S TERMS AND CONDITIONS OF SALE ARE OBJECTED TO AND DISALLOWED. NOTWITHSTANDING THE FOREGOING, ANY SUCH COUNTERPROPOSALS BY BUYER SHALL NOT OPERATE AS A REJECTION OF THE CONTRACT OF SALE, BUT AS A REJECTION OF THE ADDITIONAL OR DIFFERENT TERM(S).

 

Orders may be placed through use of CLEAN HEALTHY BODY LLC’s (“CHB,” “we,” “us,” or “Seller”) electronic ordering system available at www.cleanhealthybody.com. An order is deemed by CHB to be an offer to purchase, which CHB may accept or reject in its sole discretion. CHB reserves the right, but is not obligated, to limit the sales of our products to any person, geographic region, or jurisdiction. CHB may exercise this right on a case-by-case basis. CHB reserves the right to limit the quantities of any products or services that it offers. All descriptions of products or product pricing are subject to change at any time without notice, at CHB’s sole discretion. CHB reserves the right to discontinue any product at any time. Any offer for any product or service made on the CHB website is void where prohibited. 

CHB’s acceptance of an offer to purchase is binding on CHB only if made by written instrument or, if not by written instrument, by shipment of the products ordered (and acceptance by shipment shall only be binding as to the portion of the order actually shipped by CHB). Any automatic or computer-generated response to an order by CHB’s email or otherwise shall not be deemed acceptance of an order. CHB’s acceptance is subject to CHB’s Terms and Conditions of Sale (“Terms and Conditions of Sale” or “Agreement”) stated herein.

 

Buyer (“You” or “Buyer”) shall pay the costs of delivery of the products, including if a delivery is returned to CHB due to an incorrect or incomplete address or if the customer was unavailable to receive the delivery. CHB is not responsible for return or redelivery fees. Buyer shall pay all sales, use, excise, or similar taxes, or other charges, which CHB is required to pay, or to collect and remit, to any Government (national, state, or local) and which are imposed on or measured by the sale.

 

CHB retains the right and title to the products sold to Buyer until CHB is paid in full for the products. Buyer shall obtain the right and title to the products upon payment to CHB of the purchase price and any taxes, excise, or other charges. The risk of loss, including, but not limited to the risk of loss, theft, damage or destruction of the products, transfers to Buyer FOB origin.

 

CHB reserves the right to discontinue deliveries of any products, the manufacture, sale or use of which would, in CHB’s opinion, infringe upon any U.S. patent, trademark, design, or other intellectual property now or hereinafter issued, registered, or existing and under which CHB is not licensed.

 

THE WARRANTIES SET FORTH HEREIN ARE THE ONLY WARRANTIES MADE BY CHB IN CONNECTION WITH THE PRODUCTS AND THE TRANSACTIONS CONTEMPLATED AS A RESULT OF THIS SALE. CHB MAKES NO OTHER WARRANTIES OR REPRESENTATIONS TO BUYER OR ANY OTHER PERSON OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND CHB SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PRODUCTS SOLD HEREUNDER ARE SOLD ONLY TO THE SPECIFICATIONS SPECIFICALLY SET FORTH BY THE CHB IN WRITING. CHB DOES NOT WARRANT THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY WILL MEET YOUR EXPECTATIONS. CHB’S SOLE OBLIGATION FOR A REMEDY TO BUYER SHALL BE REPAIR OR REPLACEMENT OF NON-CONFORMING PRODUCTS. BUYER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF PRODUCTS PURCHASED, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR SUBSTANCES.

 

No claim by Buyer of any kind including, but not limited to, claims for indemnification, whether as to quality or amount of product delivered or non-delivery, shall be greater in amount then the purchase price for the products in respect of which damages are claimed. IN NO EVENT SHALL CHB BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE OR LOSS OF THE PRODUCTS SOLD HEREUNDER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.

 

Buyer shall inspect the products promptly upon receipt for non-conformity (including but not limited to non-conformity for quantity, quality, and/or defects). Failure by Buyer to provide CHB with written notice of a claim to info@cleanhealthybody.comwithin 7 calendar days from the date of delivery or, in the case of non-delivery, from the date fixed for delivery, shall constitute a waiver by Buyer of all claims with respect to such products. As set forth in its Return Policy, CHB does not accept returns.

 

If the manufacture, transfer, or receipt by either party of any products covered hereby is prevented, restricted, or interfered with by reason of any event beyond the reasonable control of the party so affected, such party shall be excused from making or taking deliveries hereunder to the extent of such prevention, restriction, or interference, and neither party shall be liable to the other for default or delay in performing, except with respect to Buyer’s payment obligations.

 

If Buyer should fail in any manner to fulfill the terms and conditions hereof, CHB may defer further shipments until such default is cured. Remedies provided herein shall be in addition to, and not in lieu of, other remedies that may be available to CHB. If for any reason, the quantities of the products covered hereby or of any materials used in the production of the products reasonably available to CHB shall be less than CHB total needs for its own use and for sale, CHB may allocate its available supply of products among its existing or prospective purchasers and/or its own departments, divisions, and affiliates in such manner CHB deems proper in CHB’s sole discretion, without thereby incurring liability on account of the method of allocation determined or its implementation or for failure to perform this Agreement.

 

This Agreement shall be construed, and the respective rights and duties of Buyer and CHB shall be determined, in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

 

Any dispute, controversy, or claim arising out of or related in any way to this Agreement and/or any sale and purchase of products hereunder or any transaction contemplated hereby which cannot be amicably resolved by the parties shall be solely and finally settled by arbitration administered by the American Arbitration Association applying New York law in accordance with its commercial arbitration rules. The decision of the arbitrator shall be in writing with written findings of fact and shall be final and binding on the parties. The arbitrator shall be empowered to award money damages, but shall not be empowered to award incidental damages, consequential damages, indirect damages, statutory damages, special damages, exemplary damages, punitive damages, or specific performance. Each party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement.

 

This contract between Buyer and CHB is not transferable by either party without the prior written consent of the other party, except that CHB may assign this Agreement without Buyer’s consent if the assignment is to a to an affiliate or if the assignment is carried out as part of a merger, restructuring, or reorganization, or sale or transfer of all or substantially all of CHB’s assets.

 

Buyer and CHB shall comply with all applicable international, national, state, regional, and local laws and regulations with respect to their performance of this Agreement. Buyer agrees to adhere to all applicable US Export laws and regulations with respect to the products.

 

These Terms and Conditions of Sale are the sole and exclusive statement of the parties’ understanding and agreement with respect to the transactions contemplated by this sale, notwithstanding any other terms that might be contained in any purchase order or other document received from Buyer or submitted to CHB. These Terms and Conditions of Sale constitute the entire agreement between the parties regarding the subject matter hereof and can only be modified or changed in writing and signed by authorized representatives of both parties. No waiver by CHB of any of CHB’s Terms and Conditions of Sale or any breach hereof shall constitute or be deemed to be a waiver of any such term or any such breach in any other case. No waiver shall be deemed to occur as a result of the failure to enforce any term or condition of CHB’s Terms and Conditions of Sale. If any clause or portion hereof shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect. The paragraph headings are for convenience only and shall not be used in interpreting or construing CHB’s Terms and Conditions of Sale.