Terms and Condition

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. BY PLACING AN ORDER FOR PRODUCTS FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW.

 

These terms and conditions (these “Terms”) apply to, and are the only terms which govern, the purchase and sale of products (“Product”) through Successhealth.net (the “Site” from Success Health Biotech (US) Inc., a corporation organized pursuant to the laws of the State of Nevada (“Seller”). These Terms are subject to change without prior written notice at any time, in Seller’s sole discretion. The latest version of these Terms will be posted on this Site, and you (as the “Buyer”) should review these Terms before purchasing any Product that is available through this Site. Buyer’s continued use of this Site after a posted change in these Terms will constitute Buyer’s acceptance of and agreement to such changes. The formulation of the Product may be improved from time to time. Please refer to the ingredient label for the most up to date information. The Confirmation of Sale that Buyer may receive after placing an order for products through the Site (the “Sales Confirmation”), and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties and supersede all prior and contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, regardless of the method of communication and by whom communicated. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these terms.

 

 

  1. Acceptance. Buyer agrees that Buyer’s order is an offer to buy, under these Terms, the Product listed in Buyer’s order. All orders must be accepted by Seller or Seller will not be obligated to sell the Product to Buyer. Seller may choose not to accept any orders in Seller’s sole discretion. After having received Buyer’s order, Seller will send Buyer a Sales Confirmation. Acceptance of Buyer’s order and the formation of a contract of sale will not take place unless and until Buyer has received its Sales Confirmation, which will be contingent on, among other things, Seller’s successful receipt of payment as described in Section 10 hereof.

  2. Delivery. (a) The Product will be delivered within a reasonable time after the delivery of the Sales Confirmation, subject to availability of finished Product. Seller shall not be liable for any delays, loss or damage in transit. (b) Unless otherwise agreed in writing by the parties, Seller shall deliver the Product to the location specified in the Sales Confirmation (the “Delivery Point”) using Seller's standard methods for packaging and shipping such Product. Buyer shall take delivery of the Product upon arrival of the Product at the Delivery Point. (c) Seller may, in its sole discretion, without liability or penalty, make partial shipments of the Product to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Sales Confirmation.

  3. Non-Delivery. (a) The quantity of any installment of Product as recorded by Seller on dispatch from Seller's place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary. (b) The Seller shall not be liable for any non-delivery of Product (even if caused by Seller's negligence) unless Buyer gives written notice to Seller of the non-delivery within [3] days of the date when the Product would in the ordinary course of events have been received. (c) Any liability of Seller for non-delivery of the Product shall be limited to replacing the Product within a reasonable time or adjusting the invoice respecting such Product to reflect the actual quantity delivered.

  4. Quantity. If Seller delivers to Buyer a quantity of Product of up to 85% more or less than the quantity set forth in the Sales Confirmation, Buyer shall not be entitled to object to or reject the Product or any portion of them by reason of the surplus or shortfall and shall pay for such Product the price set forth in the Sales Confirmation adjusted pro rata.

  5. Shipping Terms. Delivery shall be made FOB 9605 Medical Center Dr., Rockville, MD 20850 unless otherwise indicated in the applicable Sales Confirmation, in which case Seller shall make delivery in accordance with the terms on the face of such Sales Confirmation.

  6. Title and Risk of Loss. Title and risk of loss passes to Buyer upon delivery of the Product at the Delivery Point. As collateral security for the payment of the purchase price of the Product, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Product, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Nevada Uniform Commercial Code.

  7. Amendment and Modification. These Terms as they relate to any already-issued or accepted order may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.

  8. Inspection and Rejection of Non-Conforming Product. (a) Buyer shall inspect the Product within [3] days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Product unless it notifies Seller in writing of any Nonconforming Product during the Inspection Period and furnishes such written evidence or other documentation as required by Seller. “Nonconforming Product” means only the following: (i) Product shipped is different than identified in Buyer's purchase order; or (ii) Product's label or packaging incorrectly identifies its contents. (b) If Buyer timely notifies Seller of any Nonconforming Product, Seller shall, in its sole discretion, (i) replace such Nonconforming Product with conforming Product or (ii) credit or refund the Price for such Nonconforming Product, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Product to Seller's facility located at 9605 Medical Center Dr., Rockville, MD 20850. If Seller exercises its option to replace Nonconforming Product, Seller shall, after receiving Buyer's shipment of Nonconforming Product, ship to Buyer, at Buyer's expense and risk of loss, the replaced Product to the Delivery Point.

  9. Price. (a) All prices posted on this Site are subject to change without notice. The price charged for a Product (the “Price(s)”) will be the price in effect at the time the order is placed and will be set out in the Sales Confirmation. (b) All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personnel or real or personal property or other assets.

  10. Payment. (a) Buyer shall pay all amounts due to Seller with a credit card or alternative payment method offered by Seller upon the placing of an order on this Site. (b) Seller shall be entitled to cancel and/or suspend the delivery of any Product if payment in full is not received for any reason. In the event legal action is necessary to collect on balances due, Buyer agrees to reimburse Seller for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses. Buyer understands that Seller may hold and store such credit card or payment information to facilitate payment. (c) When Buyer pays for Product by credit card, Buyer represents and warrants that the credit card information Buyer supplies to Seller is true, correct, and complete; Buyer is duly authorized to use such credit card for the purchase; charges incurred by Buyer will be honored by Buyer’s credit card company; and Buyer will pay charges incurred by Buyer at the posted prices, including all applicable taxes, if any.

  11. Limited Warranty. (a) Seller warrants to Buyer that all Product provided hereunder will materially conform to the specifications set forth [on the Site/in the Sales Confirmation] and will be free from material defects upon delivery to Buyer. (b) EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 11(a), SELLER MAKES NO WARRANTY WHATSOEVER OF ANY KIND WITH RESPECT TO THE PRODUCT, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. THIS WAIVER INCLUDES A WAIVER OF ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE PRODUCT. (c) Seller shall not be liable for a breach of the limited warranty set forth in Section 11(a) unless (i) Buyer gives written notice of the defect, reasonably described, to Seller within 7 days of the time when Buyer discovers or ought to have discovered such defect; (ii) Seller is given a reasonable opportunity after receiving notice to examine the allegedly defective Product and Buyer (if requested to do so by the Seller) returns such Product to the Seller’s place of business at Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer’s claim that the Product is defective. (d) The Seller shall not be liable for a breach of the warranty set forth in Section 11(a) if: (i) the defect arises because Buyer failed to follow Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Product; or (ii) Buyer alters such Product in any way. (e) Subject to Section 11(c) and Section 11(d), with respect to any such Product, Seller shall, in its sole discretion, either: (i) replace such Product or (ii) credit or refund the price of such Product at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller's expense, return such Product to Seller. THE REMEDIES SET FORTH IN SECTION 11(e) SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 11(a).

  12. Limitation of Liability. (a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. (b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR WITH RESPECT TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNT PAID TO SELLER FOR THE PORTION OF THE PRODUCT SOLD HEREUNDER THAT IS DIRECTLY RELATED TO SUCH LIABILITY. (c) The limitation of liability set forth in Section 12(b) above shall not apply to (i) any liability resulting from Seller’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from Seller’s acts or omissions.

  13. Compliance with Law. Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement.

  14. Seller’s Representations and Warranties. Seller hereby makes the following representations and warranties: (a) Seller has the full right and authority to enter into this Agreement and to perform all of its obligations hereunder; and (b) this Agreement constitutes a valid and binding obligation of Seller, enforceable in accordance with its terms.

  15. Buyer’s Representations and Warranties. Buyer hereby makes the following representations and warranties: (a)  Buyer has the full right and authority to enter into this Agreement and to perform all of its obligations hereunder; (b) this Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms; (c) Buyer has complied with Section 13 in connection with any offer and sale of the Product, including that Buyer has not offered, paid or agreed to pay or give something of value to any third party in connection with Buyer’s offer or sale of the Product; and (d) Buyer has not and will not represent to any third party that the Product has any possible or actual utility, efficacy or benefit other than as Seller represents to Buyer is the possible utility, efficacy or benefic, including as set forth in Section 16.

  16. Covenants. Buyer acknowledges and agrees that the Product is not intended for use in the diagnosis, cure, mitigation, treatment or prevention of any disease, and that the Product shall not be marketed, labeled or otherwise represented as such (collectively, “Product Claims”). Buyer further agrees that (a) Buyer is not permitted to alter the Product or any part thereof in any way without the express written consent of the Seller; (b) Buyer shall make no Product Claims regarding the Product, and shall make no other claims, instructions or any other representations of any kind regarding the Product to any third party at any time unless such claims or instructions have been specifically provided or approved in writing in advance by Seller; (c) Buyer shall promptly act in accordance with any instructions provided by Seller with respect to the handling, sale, marketing and/or distribution of the Product; (d) Seller shall have the right, upon reasonable advance request, to inspect and audit Buyer’s sales records with respect to the Product, and Buyer shall make reasonable accommodations and will reasonably assist the Seller in connection with such efforts; (e) Buyer shall only engage in sales of the Product within the United States if the Product has been provided under the Terms and this Agreement;[1] (f) Buyer shall not, and shall undertake reasonable steps to ensure that its representatives and agents do not, engage in any behavior that would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage, directly or indirectly, in connection with the Product; and (g) Buyer shall indemnify Seller to the fullest extent permitted by law (in addition to the indemnity provided in Section 17) against any claims of third parties with respect to the foregoing matters.

  17. Indemnification. Buyer hereby agrees to indemnify, defend and hold Seller and each of its affiliates, representatives and agents (collectively, the “Seller Parties”) free and harmless from any claim, demand, loss, liability, damage or expense (including attorney’s fees) arising out of or in any manner, incident, relating or attributable to Buyer’s breach or non-performance by Buyer of any obligation, representation, warranty or covenant contained in this Agreement.

  18. Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. In the event that Seller terminates this Agreement in accordance with this Section 18, Buyer shall promptly return any and all Product in its possession to Seller and shall pay all expenses associated with the return of such Product.

  19. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

  20. Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing the Terms and this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (i) in the public domain; (ii) known to Buyer at the time of disclosure; or (iii) rightfully obtained by Buyer on a non-confidential basis from a third party.

  21. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Events”): (i) acts of God; (ii) flood, fire, earthquake; (iii) epidemic or pandemic; (iv) acts of war; (v) intervention of a governmental authority; (vi) non-availability of the core ingredients of the Product; or (vii) such other reasonably unforeseeable events that may occur from time to time. The Impacted Party shall give notice within 7 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 30 consecutive days following written notice given by it under this Section 21, the other party may thereafter terminate this Agreement upon 7 days’ written notice.

  22. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

  23. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

  24. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

  25. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Nevada.

  26. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Nevada in each case located in the City of Las Vegas and County of Clark, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Buyer agrees to post a bond in the amount of any demand that Buyer asserts against Seller by legal suit, action or proceeding hereunder with the Court at the time of the filing of such claim. Buyer acknowledges and agrees that the failure to post such bond shall be deemed a breach of a material term of this Agreement and shall require the Court or presiding official of the forum to dismiss any claim in which Buyer fails to post a bond as set forth in this Section 26.

  27. Notices. All notices, request, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). E-mail, text message, and SMS message do not constitute valid notice hereunder. Except as otherwise provided in this Agreement, a Notice is effective only (1) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 27.

  28. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

  29. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Section 13; Section 14; Section 15; Section 16; Section 17; Section 20; Section 25; Section 26; and this Section 29.

 

 

[1] Under review by Success Health Biotech (US)