Terms and Conditions - Wholesale Purchases
These Terms & Conditions will govern all sales, offers, contracts and deliveries by the Seller. Conflicting and additional terms and conditions of any such documents shall be deemed deleted and not binding upon the parties, except insofar as expressly agreed in writing by Seller. The terms and conditions of this agreement may only be modified or supplemented in writing, and signed by both parties.
Order Confirmation – Orders of Buyer shall not bind Seller until confirmed by Seller in writing or by any electronic means of its choice.
Price – The price indicated on the order confirmation shall be considered to be the price agreed between the Buyer and Seller.
Payment – Payment to be made to Seller addressed as indicated on invoice, in lawful money of the United States. Buyer shall pay per the terms stated on the order confirmation or contract confirmation. Seller reserves the right to suspend further deliveries, or require any satisfactory securities, in the event Buyer fails to pay in full for any one shipment when same becomes due. In case of late payment, Seller will charge Buyer interest which shall be 1.5% per month on all overdue amounts. Seller reserves the right to change payment terms.
Contracts – Seller shall be obligated to sell and deliver no more than 100% of the contracted amount, and Buyer shall be obligated to take delivery of no less than 100% of the contracted amount. Seller requires at least 30 days prior notice of quantities to be delivered during each calendar month. In the event Buyer purchases less than the contracted quantity of Product, Seller may, without limiting any other legal remedies that may be available to Seller, reduce the quantity of Product Seller is obligated to supply during the term of the Contract.
Delivery Date – Seller shall endeavor to deliver the goods at the time stated on the order confirmation. Failing such indication, the goods shall be delivered at the time Seller deems appropriate. If Buyer is in default with respect to any of the terms or conditions of this or any agreement with Seller, Seller may at its option defer further shipments hereunder until such defaults be remedied or without prejudice to any other legal remedy may decline further performance hereof.
Warranties – Seller warrants that the goods shall conform to Seller’s standard specifications in effect on the date of shipment, or to the specifications agreed to with Buyer, if any. Buyer shall conduct its own tests to determine the suitability of Products for their specific purposes.
All goods are warranted compliant with the Federal Food, Drug and Cosmetic Act (21 U.S.C. §301 et. Seq.) and Iowa law. Customers should conduct their own analysis and testing respecting the laws, if any, of other jurisdictions and no representation or warranty is made by Unlimited Health LLC regarding the same. All other warranties, expressed or implied, with respect to the goods, used alone or in combination with other materials, including but not limited to any implied warranty for fitness or merchantability for any purpose, are disclaimed. Seller’s limited warranty made in the preceding paragraph shall only last for a period equal to the earlier of (i) ten (10) working days from buyer’s discovery of the defects, and (ii) ninety (90) days from buyer’s receipt of the goods.
Some items do not undergo a pasteurization-step (aka kill step). Each batch is representatively sampled and analyzed in accredited external laboratories and found negative on the related pathogens. Even so, it remains the responsibility of the buyer to use this information in their food safety risk assessment, and to determine if and what appropriate further processing (including heat treatment) is required before further distributing or packaging the product.
Claims – Buyer shall examine the conformity of the goods with the specifications and/or samples within ten working days upon receipt. All quality or non-conformity claims by Buyer, including, without limitation, claims for alleged defects must be made in writing and received by Seller within 10 working days after Buyer’s receipt of the goods, understanding that in any event, all claims made after the goods have been resold by Buyer, or have undergone any processing or treatment in any form whatsoever shall be null and void. Failure of Buyer to give notice of any claim within the applicable time period specified above shall be deemed an absolute and unconditional waiver for such claim and shall be deemed to be acceptance by Buyer of the goods delivered by Seller. In case of duly proven defective goods, Seller shall, at its choice, either replace or recondition at its own cost such defective goods, or refund Buyer the price paid. In no event shall any claim be valid if made beyond the stated expiration date of the product.
In the case of shortages or damages, buyer must note on the B/L the shortage or damage and have the driver acknowledge it with his name and signature on the B/L. Customer must notify us within 3 working days.
Liability – Seller’s total liability and buyer’s exclusive remedy for any cause of action associated with the contract or sale, whether based in tort, contract, strict liability, or any other legal theory is expressly limited to replacement of nonconforming product or payment in an amount not to exceed the purchase price of the specific product for which damages are claimed. Furthermore under no circumstances shall Seller be liable for special, incidental, indirect or consequential damages (including but not limited to loss of profits, revenues, etc.) incurred by Buyer or any third party. Where mandatory provisions of the law so provide, Seller’s liability for duly proven damages due to Seller’s gross negligence or willful misconduct shall not be limited.
Information – Seller may provide Buyer with information regarding the use of Seller’s materials in Buyer’s product. With regard to such occurrences, Buyer acknowledges that Seller is in no way responsible for the use of Seller’s product by Buyer. Buyer acknowledges that Seller cannot anticipate all conditions under which Seller’s products may be used, and therefore Buyer agrees to conduct its own tests to determine the safety and suitability of Seller’s products for Buyer’s purposes. Any information provided by Seller is without warranties, either express or implied, and Buyer agrees to indemnify and save Seller harmless of and from any and all loss, cost (including, without limitation, reasonable attorneys’ fees) and claims arising out of, or in connection with, Buyer’s product.
Excuse of Performance – No liability shall result from delay in performance or non-performance by Seller caused by -circumstances beyond its control, including, without limitation, acts of God, fire, storms, flood, explosions, riots, wars, terrorism, civil unrest, accidents, perils of the sea, embargos, labor troubles, machinery breakages, Government actions or prohibitions, shortages of or inability to obtain raw materials or energy at reasonable cost, traffic stoppages and/or restriction, seizure or requisition of products specified in this contract by the Government of the United States. Notwithstanding the foregoing, nothing contained in this paragraph shall, in any way, excuse or delay Buyer’s payment obligations to Seller.
Compliance with Laws – Buyer assumes full liability and responsibility for compliance with Federal, State, Municipal and local laws, ordinances and regulations governing unloading, discharge, storage, and handling of products supplied by Seller under this agreement and agrees to hold Seller harmless against any claim demand or cause of action for personal injury or property damage arising from or attributable to such unloading, discharge, storage, or handling. Seller assumes no liability for failure of discharge or unloading implements or materials used by Buyer whether or not supplied by Seller. Buyer acknowledges and agrees that it shall fully comply with any and all recalls respecting the products. Nothing herein shall require Seller to carry any particular product or any specific quantities of products.
Miscellaneous – Failure by Seller or Buyer to enforce any right which it may have in any instance shall not be deemed to be a waiver of any right it may have in any other instances. Whenever possible, each provision of these General Conditions of Sale shall be interpreted in such a manner as to be effective and valid under applicable law. The determination by any court of competent jurisdiction that one or more of the sections or provisions of these General Conditions of Sale are unenforceable shall not invalidate the General Conditions of Sale, and the decision of such court shall be given effect so as to limit to the extent possible the sections or provisions which are deemed unenforceable.
Assignment – Buyer shall not assign its rights or delegate its performance hereunder without the prior written consent of Seller and any attempt by Buyer to do so without the consent of Seller, shall be void and of no force and effect.
Applicable Law – These General Conditions of Sale, and all purchases by Buyer from Seller, shall be governed by and construed in accordance with the laws of the State of Iowa including, without limitation, the Uniform Commercial Code as same has been adopted in the State of Iowa.
Jurisdiction – Buyer hereby irrevocably consents to the non-exclusive personal jurisdiction of, to the service of process in connection with, and to the propriety of venue in, any action in the United States District Court for the District of Iowa or in the Superior Court of the State of Iowa with jurisdiction filed by Seller to enforce its rights against Buyer. BUYER HEREBY WAIVES ANY RIGHT THAT BUYER MAY HAVE TO A TRIAL BY JURY, IN THE EVENT OF A DISPUTE HEREUNDER