Terms and Conditions:
All Buyer (referred to as “Buyer”) orders are governed by these terms and conditions and all additional terms and conditions presented on or accompanying a Healthy Healing Enterprises, LLC (“HHE”) quotation, order acknowledgment, or invoice (collectively, the “Agreement”). HHE specifically rejects, and Buyer disclaims, all provisions in Buyer’s purchase orders including associated forms and/or documents. This Agreement shall constitute the entire agreement between HHE and Buyer with respect to any Buyer orders and the products provided hereunder (“Products”). These terms and conditions supersede any prior or contemporaneous agreements or representations, written or oral. Any amendment to these terms and conditions must be in writing and signed by HHE to be binding on HHE.
1. PURCHASE PRICE – The Buyer agrees to pay the total purchase price as specified on the HHE invoice. In addition, the Buyer agrees to pay any sales or other taxes levied on or measured by such purchase price, or arising from the use of the Products including without any limitation, any additional sales, use, gross receipts, privilege, excise, VAT, tariffs, import, and localized taxes.
2. PAYMENT TERMS – All payments must be in U.S. Dollars, and be made by check, money order, credit card, electronic funds transfer or such other means as HHE may expressly permit. Do not send cash. Any payment made using a check or draft may not be processed or applied to Buyer’s account if it is: postdated; incomplete (such as when a signature is missing); the numeric amount is different than the written amount; or it is not made payable in accordance with the instructions on Buyer’s billing statement. For net terms buyers, cash is due in bank by the stated due date. Credit Card payments may be subject to additional fees. Buyer will be charged $30.00 for each NSF or canceled check. Interest charges of 18% per annum (0.05% per day) or the maximum permitted by law may be charged for past due account balances. Buyer agrees to pay to HHE all costs related to the collection of any sum past due, including but not limited to both internal collection efforts and external collection fees, legal fees, court costs and expenses incurred.
3. DELIVERY – Products shall be shipped F.O.B. Origin at HHE’s shipping dock (Incoterms 2010 EXW for international orders). Buyer is responsible for all shipping costs, insurance and for filing any claims with the carrier.
4. INSPECTION – Buyer shall inspect the Products upon delivery and immediately notify the carrier of any shipping damage. Buyer shall notify HHE of any damage, defects or discrepancies to the Products within 3 business days of receipt of the Products.
5. SATISFACTION GUARANTEE - HHE maintains a 100% Satisfaction Guarantee for end users of its Products. If the Buyer is a reseller and an end user returns any Product under the Satisfaction Guarantee, the Buyer must contact HHE Customer Service for a credit to its account. Buyer will make efforts to determine the cause for the end user’s Product return and report the cause to HHE. Any adverse effects to the Products must be reported to Healthy Healing Customer Service immediately.
6. RETURN FOR CREDIT – For all Product returns by a reseller, Buyer must contact HHE Customer Service within 30 days from the invoice date. All Product returns must be processed through HHE Customer Service. Shipping for all returned Products will be the responsibility of Buyer. Returned Products for credit will not be accepted unless the Product(s) are unopened, unused, received in resalable condition after return shipping and have a minimum shelf life of fourteen (14) months before expiration. Returned Products may be subject to a restocking fee of 15% of the invoiced value.
7. LIMITATION OF LIABILITY – UNDER NO CIRCUMSTANCES, AND REGARDLESS OF THE NATURE OF THE CLAIM, SHALL HHE BE LIABLE TO BUYER FOR LOSS OF PROFITS, SALES OR BUSINESS, LOSS OF ANTICIPATED SAVINGS OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES. THE MAXIMUM, CUMULATIVE LIABILITY OF HHE ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE PRODUCTS PROVIDED HEREUNDER WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE COST OF REPLACEMENT OF THE PRODUCT, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
8. TITLE AND RISK OF LOSS – Title and risk of loss or damage to the Products shall pass to Buyer at the time the Products leave HHE’s shipping dock.
9. CANCELLATION – Cancellation of any order in process may be subject to a restocking fee of no less than 15% of the total order amount, plus any cost of HHE’s labor, testing, handling or shipping.
10. FORCE MAJEURE – With the exception of Buyer payment obligations, neither party shall have any liability for its failure to perform under this Agreement to the extent such failure arises from causes beyond its reasonable control, including, without limitation, acts of God, failures or delays in transportation, or acts of any governmental authority or agency.
11. GOVERNING LAW; VENUE – This Agreement is made in and shall be governed by the laws of the State of Minnesota, without regard to the choice of law principles of any jurisdiction. Exclusive jurisdiction and venue shall be in the federal and state courts situated in Hennepin County, Minnesota, and Buyer waives any objection to the adjudication of disputes in that forum.
12. MISCELLANEOUS – Buyer shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of HHE. Any purported assignment, transfer, delegation or subcontract in violation of this section shall be null and void. Waiver by HHE of any provision hereof in one instance shall not constitute a waiver as to any other instance. This Agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party. The parties are independent contractors, and no agency, partnership, fiduciary, or joint venture relationship is created by this Agreement. HHE reserves the right to change the terms of this Agreement on a going-forward basis at any time. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose. If any portion hereof is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement supersedes any prior or contemporaneous agreements or representations, written or oral.
This Agreement was last updated on August 7, 2019.
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