TERMS AND CONDITIONS OF SALE
These Terms and Conditions of Sale apply to all purchases by any dealer (“Dealer”, “you”, “your”)
accepted by The Wellness Enterprise, Inc. (“TWE”). All sales of products or services by TWE are
governed by and subject to (a) TWE’s quote, order acknowledgement, or a separate written
agreement signed by an authorized representative of TWE, as applicable, and (b) these Terms and
Conditions of Sale (the “Terms”), whether or not they are specifically referenced in or
incorporated by TWE’s quote, order acknowledgement, or the separate written and signed
agreement. Any irreconcilable conflict between these Terms and any terms in TWE’s quote, order
acknowledgement, or the separate written and signed agreement shall be resolved in favor of the
quote, order acknowledgement, or the separate written and signed agreement. TWE’s acceptance
of Dealer’s purchase order or commencement of performance shall not constitute acceptance of
any of Dealer’s terms and conditions, all of which are agreed to be non-applicable. TERMS
ADDITIONAL TO OR DIFFERENT FROM THESE TERMS AND CONDITIONS OF SALE, INCLUDING
BUT NOT LIMITED TO TERMS CONTAINED IN DEALER’S PURCHASE ORDER OR DEALER’S
STANDARD TERMS AND CONDITIONS OF PURCHASE, ARE DEEMED MATERIAL AND HEREBY
REJECTED UNLESS OTHERWISE ACCEPTED BY TWE IN WRITING.
Definition:
Wholesale, Wholesaler, Dealer, Reseller are all terms that refer to those who purchase products from TWE at a discount on behalf of a customer.
Amazon, Ebay and Other Marketplace Listings
Wholesale accounts are prohibited from listing products for sale on Amazon (U.S. and international), Ebay, Jet and all other similar marketplaces. Unauthorized listings will result in loss of wholesale account.
INITIAL ORDERS / START-UP / MINIMUM ORDERS
Accounts can be set-up by Dealers in the health and wellbeing and marketing fields with approval of The Wellness Enterprise, Inc. (TWE). All orders are subject to sales tax as determined by international, national and individual state laws unless a valid Resale Tax ID is provided by Dealer prior to placement of an order. Dealer hereby affirms that it is purchasing products referenced herein for resale, and/or that Dealer is not the end user of the products, so as to be exempt from any otherwise applicable sales tax.
Prices
Dealer pricing is provided separately. Prices subject to change without notice.
Payment Terms
Orders must be paid before products are shipped. Credit cards may be used for occasional orders of $999 or less. For regular orders or those for $1000 or more, pay by eCheck or International Payment during shopping cart checkout. TWE will have no liability for any order until payment arrangements are agreed and the order accepted by TWE. If Dealer fails to make payment in full or in part when due or refuses to pay any applicable price increases, TWE shall have the right to: (i) immediately suspend performance and cancel the unfinished portion of any outstanding orders, (ii) declare all unpaid amounts for the products or service items delivered immediately due and payable, and (iii) withhold further deliveries. If TWE elects to proceed with an order after the suspension of performance, TWE shall have an extension of time for performance as is necessitated by the suspension. TWE shall have the right to enforce payment of the full purchase price, including any price increase or surcharge, for products or service items already delivered or in process. Dealer shall reimburse TWE for all costs of collection, including reasonable attorney’s fees, incurred as a result of Dealer’s failure to make payments when due.
Orders
TWE does accept verbal orders, however if problems occur due to a verbal order, Wholesaler bears all costs in returning the “incorrect” items to TWE. Dealer is responsible for reviewing order related correspondence promptly and immediately notifying TWE of any discrepancies.
Shipping
All orders are FOB Utah unless otherwise noted. We will ship your product to you anywhere in the world. Unless otherwise agreed in writing, TWE may, in its sole discretion, select the shipping method, the carrier and the applicable freight charges. It is your responsibility to pay all applicable shipping and taxes including customs, duties, fees, tariffs and taxes. Most orders ship within 24 hours and all orders within 7 business days unless a product is out of stock. If it’s going to be longer than 7 days TWE will use reasonable efforts to communicate with you about it. The failure to meet an indicated delivery date will not constitute a breach of these Terms.
TWE assumes risk of loss or damage until shipper delivers package to the shipping address, subject to the terms of this paragraph. When the tracking information indicates the order has been delivered risk shifts to the customer. Please be sure you have a safe delivery location. If you have concerns that you won’t receive your package safely once it is delivered at your shipping address, contact us before it is shipped. Please inspect all goods promptly when delivered and report any damage within two working days of receipt. Claims for goods damaged in shipping must be reported to TWE within two days of delivery. TWE has very good success holding shippers accountable for damages as long as the damage is reported within two days. If Dealer / Dealer’s customer does not report damage within two days of delivery TWE will do its best to hold shipper accountable for damages, however, if the shipper denies responsibility Dealer / Dealer’s customer is responsible.
Returns
TWE products are covered by the original manufacturer’s warranty where applicable. When expressly authorized by TWE in writing, products may be returned to TWE subject to a restocking fee of up to 20%. Returns covered by an original manufacturer’s money back guarantee (if applicable) shall not be subject to a restocking fee. Only undamaged products are eligible to be returned and must be approved by TWE prior to the product being returned. Special orders may not be returned. Refunds do not include postage, customs or taxes. Dealer is responsible for the cost of return shipping.
Limited Warranty
TWE products are covered by the original manufacturer’s warranty only. See
www.thewellnessenterprise.com for more information regarding specific warranty coverage. TWE will not be held responsible for warranties in excess of the Original Manufacturer’s warranty regardless if they are written or implied by TWE or by a Dealer. EXCEPT AS EXPRESSLY SET FORTH IN TWE’S QUOTATION, ORDER ACKNOWLEDGEMENT OR SEPARATE WRITTEN AND SIGNED AGREEMENT, TWE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY DISCLAIMED. AT TWE’S DISCRETION, DEALER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE CONFORMANCE OF ANY PRODUCTS OR SERVICE ITEMS FURNISHED BY TWE UNDER THESE TERMS SHALL BE LIMITED TO EITHER: (1) REPLACEMENT OF SUCH PRODUCTS OR SERVICE ITEMS AT THE POINT OF SHIPMENT FROM TWE’S FACILITY, OR (2) REPAYMENT OF, OR CREDIT AGAINST THE PURCHASE PRICE OF, SUCH PRODUCTS OR SERVICE ITEMS UPON AUTHORIZED RETURN THEREOF.
Medical Disclaimer
The products and information from TWE are not offered, intended or implied to be a substitute for professional medical advice, diagnosis or treatment. The products and materials presented by The Wellness Enterprise, Inc. (in all formats including websites, books, ebooks, audio recordings, videos, live calls, course materials, etc.) are not intended to be used for medical diagnosis or treatment, and are not intended to replace a one-on-one relationship with a qualified healthcare professional. WE DO NOT OFFER MEDICAL ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER OPINION on your conditions or treatment options. SERVICES AND PRODUCTS THAT YOU OBTAIN THROUGH TWE are for informational purposes only and TWE makes no claims or representations regarding health benefits or efficacy of any products or services. Always seek the advice of a physician or other qualified healthcare professional regarding any mental or physical health condition or treatment. Our products and the information we provide have not been evaluated or approved by the FDA. We do not promise any health or other results from our products.
Copyright
TWE has invested significant resources on materials to support you to understand our products and services and as such we ask that you honor our materials and recognize that we grant you the right to use them for your own personal, non-commercial use only. If you join one of our referral, dealer or affiliate programs, you are welcome to use our materials as long as you direct all orders and potential customers to make their purchases through TWE. Copyright 2013-19, The Wellness Enterprise, Inc. ALL RIGHTS RESERVED.
Trademarks
All trademarks, service marks and trade names of TWE used in connection with the products and services sold by TWE are trademarks or registered trademarks of TWE or third parties. You acknowledge that the trademarks used and displayed in connection with the products and services offered by TWE are and shall remain the sole property of TWE or a third party trademark owner. You may use these trademarks in any materials that direct people to www.thewellnessenterprise.com or our related websites to purchase the products and services we sell only (and not any other products or services).
Limitation Of Liability
TWE’S LIABILITY, WHETHER IN CONTRACT, IN TORT, UNDER WARRANTY, IN NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES, AND UNDER NO CIRCUMSTANCES SHALL TWE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, DEMURRAGE CHARGES, COSTS OF SHIPMENT, DOWNTIME, LOST PROFITS (WHETHER DIRECT OR INDIRECT), LOST SALES, DAMAGE TO EQUIPMENT, OR CLAIMS OF DEALER’S CUSTOMERS OR OTHER THIRD PARTIES FOR DAMAGES OR PENALTIES, WHETHER OR NOT DEALER IS LEGALLY OBLIGATED TO PAY THEM. TWE’S LIABILITY HEREUNDER SHALL BE LIMITED TO EITHER: (1) THE OBLIGATION TO REPAIR OR REPLACE, AT TWE’S SOLE DISCRETION, ONLY THOSE PORTIONS OF THE PRODUCTS OR SERVICE ITEMS PROVEN TO HAVE FAILED TO MEET IN MATERIAL RESPECT THE SPECIFICATIONS ON TWE’S QUOTATION, ORDER ACKNOWLEDGEMENT, OR SEPARATE WRITTEN AND SIGNED AGREEMENT AT THE TIME OF SHIPMENT FROM TWE’S FACILITY, OR (2) REPAYMENT OF OR CREDIT AGAINST THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES. TWE AND DEALER EXPRESSLY AGREE TO THIS ALLOCATION OF RISK AND THE PRICE STATED FOR THE PRODUCTS OR SERVICES IS CONSIDERATION FOR THE LIMITATION ON TWE’S LIABILITY. THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXCLUSIVE REMEDY DESCRIBED IN THIS SECTION FAILS ITS ESSENTIAL PURPOSE.
Our liability is limited under all legal theories. The limitation of our liability to you will be valid and enforceable to the maximum extent allowed under the state’s laws where you have legal residence. If your state’s laws do not permit us to exclude certain warranties or conditions or to limit or exclude our liability for certain types of damages, only those lawfully permitted limitations and exclusions in your state will apply to you under these Terms. You agree that any claims or cause of action under these Terms must be brought within 1 year of the action arising.
You also agree that TWE will not be liable to you or to any third party for our terminating your access to our Website or our refusing to sell you our products and services.
Indemnity
Dealer agrees to indemnify, defend and hold harmless TWE, its directors, officers, employees, agents, successors, shareholders and assigns from and against any and all damages, losses, expenses, costs (including without limitation reasonable attorney’s and accountant’s fees), claims, suits, actions, judgments or other liability asserted against or incurred by TWE arising out of (a) Dealer’s breach of its obligations hereunder, (b) Dealer’s negligence or misconduct, (c) any advertising and marketing, and all product claims and representations made by Dealer, or (d) Dealer’s misuse or misapplication of the products or service items or damage to the products or service items caused by Dealer or its employees, agents or customers.
Force Majeure
TWE shall not be responsible for cancellation or delay in delivery or performance resulting, in whole or in
part, from causes beyond its reasonable control, including, but not limited to: acts of God; acts of Dealer;
strikes or other labor disturbances; facility conditions; temporary or permanent facility closures;
equipment failure; inability to obtain fuel, material, or parts; war; acts of terrorism; sabotage; riot; delays in transportation; repairs to equipment; natural disasters; epidemics; floods; fires; action of governmental
authorities (valid or invalid); severe weather conditions; accidents; explosions; failure of or inability to
obtain power, raw materials, suppliers, labor, equipment or transportation; a court or administrative
injunction or order; or any other circumstance or cause beyond TWE’s reasonable control.
Governing Law; Forum Selection
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the United
States of America and the Commonwealth of Massachusetts, without regard to conflict of laws principles.
PURSUANT TO ARTICLE 6 OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (“UNCONVENTION”), TWE AND DEALER AGREE THAT THE UNCONVENTION DOES NOT APPLY TO THIS AGREEMENT.
Dealer, acting for itself and its successors and assigns, hereby expressly and irrevocably consents to the exclusive jurisdiction of the state and federal courts having authority over the territory of Plymouth County, Massachusetts, for any litigation which may arise out of or be related to these Terms or the purchase or use of the products or services sold by TWE. Any action brought in any such court may not be transferred or removed to any other court. Dealer waives any objection based upon forum non-conveniens or any objection to venue of any such action.
INDEPENDENT PARTIES.
TWE and Dealer are independent parties and nothing in these Terms shall make either party an agent,
partner, joint venturer, franchisor/franchisee, or legal representative of the other.
ENTIRE AGREEMENT
Except as otherwise expressly agreed to by TWE in writing, these Terms, together with TWE’s quotation, order acknowledgement, or a separate written and signed agreement, as applicable, shall constitute the complete and final agreement between TWE and Dealer, superseding completely any prior oral or written communications. Any online terms on any TWE website are for individual consumer purchasers only and do not apply to Dealer unless expressly agreed otherwise by TWE.
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