This Agreement contains the terms and conditions that apply to your purchase from Pomology's parent company: Bullwater Health & Fitness, LLC. This entity is named on the invoice ("Bullwater Health & Fitness, LLC") that will be provided to you ("Customer") on orders for products sold in the United States. By accepting delivery of the products described on that invoice, Customer agrees to be bound by and accepts these terms and conditions. THESE TERMS AND CONDITIONS APPLY (i) UNLESS THE CUSTOMER HAS SIGNED A SEPARATE FORMAL PURCHASE AGREEMENT WITH BULLWATER HEALTH & FITNESS, LLC, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (ii) UNLESS OTHER BULLWATER HEALTH & FITNESS, LLC. STANDARD TERMS APPLY TO THE TRANSACTION. These terms and conditions are subject to change without prior written notice at any time, in Bullwater Health & Fitness, LLC's sole discretion.
1. Other Documents. These terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for product(s) which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Customer and Vitacost.com, Inc.
2. Governing Law. THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.
3. Payment Terms; Orders; Quotes; Interest. Terms of payment are within Bullwater Health & Fitness, LLC's sole discretion, and unless otherwise agreed to by Bullwater Health & Fitness, LLC, payment must be received by Bullwater Health & Fitness, LLC prior to Bullwater Health & Fitness, LLC's acceptance of an order. Payment for the products will be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by Bullwater Health & Fitness, LLC. Invoices are due and payable within the time period noted on the reverse side of this invoice, measured from the date of the invoice. Bullwater Health & Fitness, LLC may invoice parts of an order separately. Orders are not binding upon Bullwater Health & Fitness, LLC until accepted by Bullwater Health & Fitness, LLC. Any quotations given by Bullwater Health & Fitness, LLC will be valid for the perio¬d stated on the quotation. Customer agrees to pay interest on all past-due sums at the highest rate allowed by law.
4. Shipping Charges; Taxes. Separate charges for shipping and handling will be shown on Bullwater Health & Fitness, LLC's invoice(s). Unless Customer provides Bullwater Health & Fitness, LLC with a valid and correct tax exemption certificate applicable to the product ship-to location prior to Bullwater Health & Fitness, LLC's acceptance of the order, the Customer is responsible for sales and all other taxes associated with the order, however designated, except for Bullwater Health & Fitness, LLC's franchise taxes and taxes on Bullwater Health & Fitness, LLC's net income. If applicable, a separate charge for taxes will be shown on Bullwater Health & Fitness, LLC's invoice.
5. Title; Risk of Loss. Title to products passes from Bullwater Health & Fitness, LLC, to Customer on shipment from Bullwater Health & Fitness, LLC's facility. Loss or damage that occurs during shipping by a carrier selected by Bullwater Health & Fitness, LLC is Bullwater Health & Fitness, LLC's responsibility. Loss or damage that occurs during shipping by a carrier selected by Customer is Customer's responsibility. Title to software will remain with the applicable licensor(s).
6. Warranties, Disclaimers. BULLWATER HEALTH & FITNESS, LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF' MECHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In addition to these Terms and Conditions, customer agrees to be bound by the acceptance of contract terms contained elsewhere in this site.
7. Return Policies. Bullwater Health & Fitness, LLC products that are purchased directly from Bullwater Health & Fitness, LLC by an end-user Customer may be returned by Customer in accordance with Bullwater Health & Fitness, LLC's "Satisfaction Guarantee" and “Return Policy” in effect on the date of the invoice.
8. Products. Bullwater Health & Fitness, LLC's policy is one of on-going product update and revision. Bullwater Health & Fitness, LLC may revise and discontinue products at any time. Bullwater Health & Fitness, LLC reserves the right to limit order quantity at any time without notice. Prices and promotions are subject to change without notice.
9. Limitation of Liability. BULLWATER HEALTH & FITNESS, LLC DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS FOR ANY REASON. BULLWATER HEALTH & FITNESS, LLC WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN.
10. Arbitration. Any claim, dispute or controversy (whether in contract, tort, or otherwise, whether pre-existing, present or future, and including statutory, common law, intentional tort and equitable claims) against Health & Fitness, LLC, its agents, employees, successors, assigns or affiliates (collectively for purposes of this paragraph, " Health & Fitness, LLC") arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), Health & Fitness, LLC 's advertising, any related purchase, including the validity of this arbitration clause shall be resolved exclusively and finally by binding arbitration administered by the National Arbitration Forum (NAF) under its Code of Procedure then in effect (available via the Internet at http://www.arb-forum.com , or via telephone at 1-800-474-2371). The arbitration will be conducted before a single arbitrator, and will be limited solely to the dispute or controversy between Customer and Health & Fitness, LLC. The arbitration shall be held in Hudson County, New Jersey at the office of Health & Fitness, LLC, by telephone, or online. Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. Information may be obtained and claims may be filed at any office of the NAF or at P.O. Box 50191, Minneapolis, MN 55405.
11. Applicable Law; Not For Resale. Customer agrees to comply with all applicable laws and regulations of the various states and of the United States. Customer agrees and represents that it is buying for its own internal use only, and not for resale. Health & Fitness, LLC has separate terms and conditions governing resales.
12. Headings. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.
13. Acceptance. By ordering any product from Health & Fitness, LLC, whether by clicking through over the internet, telephone, facsimile or otherwise, the customer agrees to be bound by these Terms and Conditions of Sale, as well as the "Acceptance of Contract Terms" contained elsewhere in the Health & Fitness, LLC site.