TERMS AND CONDITIONS OF PROPOSALS AND SALES OF PRODUCT BY PHARMASKINCARE®
1. Terms of Payment. Customer shall tender to Company all payments required to
be made in advance of shipment. All orders $200 or more must be paid by cashiers
check, money order or credit card unless other terms apply. Returned checks will
be charged $50.00. California Sales Tax is required to be assessed on all
product or equipment purchases made in California, and on all orders shipped to
an address within California. Customers should provide a resale number for tax
exemption for product purchases. Cancellations are subject to a 25% cancellation
fee. No cancellations after 24 hours from purchase. Noncompliance with the terms
of payment in connection with a previous purchase order shall give the Seller
the right to suspend shipment under this Purchase Order until all previous
shipments have been paid for in full.
2. Deposit Required by Customer. Company may from time to time advise Customer
of any deposit required to be made by Customer prior to at the time of the
Company's acceptance of any order for Products.
3. Right of Company to Alter Credit Terms. If Customer shall fail to perform its
obligations to make payment when due under the terms of this Purchase Order, or
if the credit of Customer shall hereafter become impaired or its financial
condition become such that in Company's sole judgment the credit to be extended
to Customer for the Products should be curtailed or eliminated, Company shall
have the right to require payment in advance of delivery for all Products, and
upon notification to Customer by Company, the times of payment hereunder shall
be deemed amended so as to provide for payment in advance of delivery.
4. Limitation of Deductions. In making payments to Company under the terms of
this Purchase Order, no deductions for warranty or any other claims against
Company shall be made unless Customer receives from Company prior written
approval therefore.
5. Security Interest. Company is hereby granted a purchase money security
interest in all Products delivered by Company to Customer pursuant to this
Purchase Order and in all proceeds from the sale of the Products by Customer,
including accounts receivable and cash receipts arising there from. Said
security interest shall remain in Company until Company receives full payment of
the purchase price thereof. Company shall have all rights of a secured party
under the California Commercial Code. Customer shall execute such UCC financing
and continuation statements as Company shall request from time to time.
If Customer shall fail or refuse to sign any such statements, Company is
irrevocably authorized to execute such statements as Customer's
attorney-in-fact.
6. Acceptance of Orders and Shipment of Products.
(a) Acceptance. Company shall not be bound by the terms of this Purchase Order
until such order has been accepted by Company; provided, however, that upon
acceptance by Company, this Purchase Order shall constitute a binding agreement
of the Company to sell and ship, and of Customer to purchase and pay for,
Products specified on the reverse side hereof. Company reserves the absolute
right, in its sole and absolute discretion, to refuse to engage in business with
any company and/or natural individual and to decline to accept this Purchase
Order, specifically, without regard to cause.
(b) Inconsistent Terms in an Order. If Customer attaches or otherwise
supplements this Purchase Order with its own form of purchase order, any terms
or conditions contained in customer’s purchase order form which are inconsistent
with the terms of this Purchase Order, shall be null and void and shall not be
binding on Company.
(c) Shipment of Products. If this Purchase Order is accepted, Company shall use
its best efforts to ship the Products set forth on the reverse side hereof, to
Customer, within a reasonable time after Company's acceptance of such order.
However, lead time will vary according to availability of supply, delays in
transportation, manufacturing problems and other conditions and, consequently
all delivery dates communicated by Company are estimates. Under no circumstances
shall Company be liable to Customer, its agents or sub-Customers, customers or
any other persons for any special or consequential damages, whether based upon
lost goodwill, lost resale profits, work stoppage, impairment of or breach of
contract, negligence or such other actions as may be deemed or alleged to be the
cause of a loss or damage to such a person by reason of any delay in shipment or
the failure of Company to ship any Products. All orders will be shipped by UPS
or DHL unless otherwise specified. No next day, 2nd day, or 3rd day delivery
method will be used, unless requested by and paid for by the customer. There is
an additional $8.00 charge for all COD orders. UPS Does not collect cash for COD
orders. Allow 4-5 working days for shipments in the US.
(d) Return of Products. Customer shall not be permitted to return any Products
for credit without obtaining: (i) the prior written approval of Company to
return such Products; and (ii) a return authorization number issued by Company.
If Company does agree to accept such returned Products, a restocking charge of
twenty five percent (25%) of the invoice price (inclusive of any and all costs
and expenses incurred by Company in packing, shipping transporting or otherwise
delivering Products to Customer) shall be paid to Company by Customer. In
addition, Customer shall bear all costs and expenses of returning Products, and
all risk of loss until Products are received at the location as Company shall
have designated for such return. Damage/Defective products must be reported
within 24 hours of receipt of merchandise. Client must have the original
packaging with tracking number of the carrier in order to process the damage
complaint. Damage complaints without original packaging and tracking number
will not be entertained. Only items with manufacturing defects or with damages
due to improper shipping will be accepted for return. Equipment damaged by
improper use is not eligible for return under any circumstances. The company
will issue company credit only for returns. No refunds.
7. Warranties. Company makes no express or implied representations or warranties
concerning Products or their performance, except that it will deliver good title
to Products free from all liens or encumbrances other than the purchase money
security in favor of Company pursuant to this Purchase Order. Any statements and
representations by Company outside this Purchase Order concerning Products are
only Company's opinion, are not a part of the basis of the bargain, and are not
warranted to be accurate.
8. Trademarks. Customer acknowledges and agrees that the names,
"Pharmaskincare®" and Product logotypes (collectively, the ''Marks'') used by
Company are service marks and trademarks belonging solely to Company and that
Customer shall not use the Marks to identify its business. Customer may
represent that it is an authorized Customer of Company in the manner described
in Company's Procedure's Manual, but it shall not otherwise use the Marks.
Customer further acknowledges that its unauthorized use of the marks will be a
breach of this Purchase Order and an infringement of Company's trademark rights.
Customer's usage of the Marks and any goodwill established by such use shall be
exclusively for Company's benefit
9. Force Majeure. Company shall not be liable for any loss, damage, delay or
failure to perform in whole or in part result from causes beyond Company's
control, including, but not limited to, fires, strikes, insurrections, riots,
embargoes, shortages in supplies, delays in transportation, or requirements of
any governmental authority.
10. Liability Limit. Seller shall not be liable for any breach of this
contract or of any duty or obligation arising out of or related thereto in any
amount in excess of the contract price of the articles with respect to which
such breach occurs and shall not be liable in any event for loss of contents or
for special or consequential damages.
11. Laws. This Purchase Order shall be governed, construed and interpreted under
the laws of the State of California including all applicable provisions of the
California Commercial Code.
12. Arbitration. Any controversy or claim arising out of or relating to this
Purchase Order shall be settled by arbitration conducted in Los Angeles,
California in accordance with the Commercial Rules then in effect of the
American Arbitration Association, and judgment upon any award rendered in such
arbitration may be entered in any court having jurisdiction thereof. Neither
party shall be precluded from bringing an action in any court of competent
jurisdiction for injunctive or other provisional relief as necessary or
appropriate.
13. Agreement. Customer’s order for the purchase of the Products itemized on
the reverse side of this Purchase Order form constitutes Customer’s agreement to
be bound by the terms and conditions of this Purchase Order.
