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Acknowledgment Of Order And Terms And Conditions Of Sale
This is to acknowledge receipt of the purchase order referenced on the front of this document (the “Order”) relating to the product(s) described on such Order (the “Products”) and to set forth the terms and conditions (“Terms and Conditions”) of sale of the Products pursuant to such Order. The purchaser under such Order is referred to as “Buyer” and Precision Patient Outcomes®, Inc. is referred to as “Seller.” Any terms set forth on the face of such Order, or on the reverse side thereof, or attached to or accompanying such Order, other than the specifications of the Products, the quantity, price and desired delivery date, are hereby rejected. The following terms shall be in the nature of a counter-offer to the buyer, and upon fulfillment of the Order, these shall be the exclusive terms governing the Order.
- TERMS OF PAYMENT: Terms are as indicated from the date of Seller’s invoice in U.S. currency. Seller shall have the right, among other remedies, either to terminate this agreement or to suspend further performance under this and/or other agreements in the event Buyer fails to make any payment when due. Buyer shall be liable for all expenses, including attorneys’ fees, relating to the collection of past due amounts. Any payment not paid when due shall bear interest at a rate to be determined by Seller, which shall not exceed the maximum rate permitted by law, from the due date until paid. In some instances, cash payments or security satisfactory to Seller may be required by Seller for future deliveries and for the Products theretofore delivered.
- RETURN OF PRODUCT FOR CREDIT: Product returns (other than end-user returns as discussed in 5. below) may only be made at Seller’s discretion. No returns will be accepted without an accompanying, approved Returned Materials Authorization (RMA) as issued by Seller including a lot number and product expiration date to validate and process the return credit request. All RMA’s will be credited in the amount of the purchase price paid by Buyer less a 15% restocking fee to Buyer’s account when the return has been received and processed. Refunds will not be issued. Product that has less than one year dating, or is discontinued or expired will not be accepted for return.
- TAXES: Any tax or governmental charge (or increase in same) affecting Seller’s costs of production, sale, or delivery shall be for Buyer’s account and shall be added to the price. Unless Buyer provides to Seller a valid, applicable and correct tax exemption certificate prior to Seller’s acceptance of the order, Buyer is responsible for sales and all other taxes associated with the order, however designated, except for taxes on Seller’s net income.
- SHIPMENT AND DELIVERY: If deliveries are made F.O.B. Seller’s shipping point, risk of loss or damage and responsibility shall pass from Seller to Buyer upon delivery to and receipt by a common carrier. Any claims for shortages or damages suffered in transit shall be submitted by Buyer directly to the carrier. If deliveries are made F.O.B. Buyer’s receiving point, risk of loss or damage and responsibility shall pass from Seller to Buyer upon delivery to Buyer’s receiving point. Any claims for shortages or damages suffered in transit shall be submitted by Seller directly to the carrier provided Buyer has reported damages to Seller within 14 days as specified in 5. below. While Seller will use commercially reasonable efforts to maintain the delivery date(s) acknowledged or quoted, all shipping dates are approximate and not guaranteed. Delayed delivery shall not be grounds for termination of the Order and shall not entitle Buyer to any damages whatsoever. Seller reserves the right to make partial shipments. Seller, at its option, shall not be bound to tender delivery of any Products for which Buyer has not provided shipping instructions. If the shipment of the Products is postponed or delayed by Buyer for any reason, Buyer agrees to reimburse Seller for any and all storage and other additional expenses resulting therefrom.
- LIMITED WARRANTY; LIMITATION OF REMEDY AND LIABILITY: Seller warrants 100% end user (consumer) satisfaction. Buyer will be credited at full purchase price for customer returns regardless of reason for return. SELLER MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS, WITHOUT LIMITATION, ANY WARRANTY AGAINST INFRINGEMENT; AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Buyer agrees to examine and inspect the Products upon arrival at the destination. If Buyer deems any Products nonconforming, Buyer shall promptly give detailed written notice of such nonconformity to Seller. Any claim of nonconformity shall be deemed waived unless written notice thereof is given to Seller promptly after discovery, but in no event later than fourteen (14) days from the date of sale. Seller’s responsibility and Buyer’s exclusive remedy is limited to the replacement of the Products or a credit of the amount of the purchase price paid by Buyer, at Seller’s option, upon the return of any nonconforming Products to Seller at Buyer’s expense.
Seller shall not be responsible for any losses or damages due to misuse, accident, abuse, neglect, deterioration, spoilation, Buyer’s negligence or intentional conduct, unauthorized modification or alteration, or use in excess of recommended amounts.
IT IS UNDERSTOOD AND AGREED THAT SELLER’S LIABILITY HEREUNDER OR IN CONNECTION WITH THE MANUFACTURE OR SALE OF THE PRODUCTS DESCRIBED HEREIN, WHETHER IN CONTRACT, TORT, INFRINGEMENT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE SHALL NOT EXCEED THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE PAID BY BUYER. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF ANTICIPATED PROFITS INCURRED BY BUYER).
It is agreed and understood that Buyer shall not make warranties or representations concerning the Products that have not been made or approved by Seller and shall not alter or modify any warranty supplied by Seller. Buyer hereby agrees to indemnify and hold harmless Seller for all loss, cost and expense incurred by Seller directly or indirectly resulting from the extension by Buyer, its officers, employees, agents, subdistributors or representatives of representations or warranties not authorized by Seller or the alteration or modification of any warranty extended by Seller. The provisions of this paragraph shall survive termination, for whatever reason, of the Order.
- EXCUSE OF PERFORMANCE (FORCE MAJEURE): Seller shall not be liable for delays in performance or for non-performance due to acts of God; acts of Buyer; unforeseen circumstances or any other events or causes beyond Seller’s reasonable control. Deliveries or other performance may be suspended for an appropriate period of time or canceled by Seller upon notice in the event of any of the foregoing, but the remainder of the Order shall remain unaffected.
If Seller determines that its ability to supply the Products, or to obtain material used directly or indirectly in the manufacture of the Products, is hindered, Seller may allocate its available supply of the Products among its purchasers on such basis as Seller determines to be equitable without any liability arising therefrom.
- CHANGES: Once order is received, accepted and in process, no changes may be made.
- GENERAL PROVISIONS: These Terms and Conditions supersede all other communications, negotiations and prior oral or written statements regarding the subject matter of these Terms and Conditions. No change, modification, rescission, discharge, abandonment, or waiver of these Terms and Conditions shall be binding upon Seller unless made in writing and signed on its behalf. No conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, reject, or supplement these Terms and Conditions shall be binding unless made in writing and signed by the party to be bound. No modification shall be affected by Seller’s receipt, acknowledgment, or acceptance of purchase orders, shipping instruction forms, or other documentation containing terms at variance with or in addition to those set forth herein. No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing shall constitute a continuing waiver of any other breach or default or of any other right or remedy, unless expressed in writing and signed by the party to be bound. All typographical or clerical errors made by Seller in any quotation, acknowledgment or publication are subject to correction. The remedies provided in this Agreement for either party are cumulative and in addition to any other remedies that may be available at law or equity.
The validity, performance, and all other matters relating to the interpretation and effect of this agreement shall be governed by the laws of the state of California, without giving effect to its conflict of laws rules. The application of the United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods to this Agreement are expressly excluded. Buyer and Seller agree that the proper venue for all actions arising in connection herewith shall be only in the state where the Products involved in such actions were manufactured and the parties agree to submit to such jurisdiction.
Minimum Advertised Price-MAP Policy
In order to maintain and to further enhance the Precision Patient Outcomes, Inc. (“PPO LAB”) brand image, we instituted in 2023 a unilateral policy announcing minimum advertised price standards for PPO LAB products sold to U.S. customers. We are now revising our policy and this amended Minimum Advertised Price Policy (“MAP Policy”) is effective as of June 1, 2023. As before, it will apply to all PPO LAB products. Under our amended MAP Policy, if any retailer advertises in media advertising, in catalogs or on paid Internet advertising* any PPO LAB product below our minimum advertised price listed on PPO LAB’s current wholesale price list (the “MAP Price”), PPO LAB will allocate product as it deems appropriate or discontinue product sales and shipments.
It is inconsistent with this MAP Policy for New Chapter products to be advertised together at a single price that is lower than the sum of the individual MAP Prices for those products. This MAP Policy does not cover point-of-sale signs, stickers, hangtags, or bar codes and similar markings on products or product packaging which merely state the retail prices at which PPO LAB products may be purchased. This MAP Policy does not cover products discontinued by PPO LAB.
Retailers (including, but not limited to, Internet retailers and in-store retailers) may sell PPO LAB products only to retail customers. Retailers may not sell or otherwise provide any PPO LAB product to another retailer. Failure to adhere to this policy will lead to product allocation deemed appropriate by PPO LAB, or discontinuance of sales and shipments. Finally, and most importantly, the MAP Policy does not apply in any way to your actual selling prices; your retail sales prices for any and all PPO LAB products remain wholly within your discretion. We do not seek, nor will we accept, any agreement or assent from you respecting our MAP Policy, either now or at any future time. This policy is being established by us unilaterally and therefore is not subject to negotiation. PPO LAB will implement and take action respecting its MAP Policy unilaterally based upon information deemed sufficient by PPO LAB, and all such determinations are final. We reserve the right at any time to modify this policy, to establish new or different policies or to discontinue any or all of such policies. This MAP Policy shall remain in effect until modified or terminated by us. We believe that our policy is clear and unambiguous. Should you have any inquiries regarding our policy, please contact email@example.com.
- For purposes of this MAP Policy, “paid Internet advertising” is the advertising paid for by a retailer to promote its prices for PPO LAB products on the Internet on, but not limited to, shopping comparison websites, auction websites, banner/display advertising on third party websites, Internet marketplaces, other Internet landing pages/lead capture pages that are not within a retailers’ own website (including affiliate websites), or Internet search optimization results that a retailer pays a third party entity to ensure that its PPO LAB products are highlighted/prominently displayed in search engine results or in the “paid advertisement” sections of a search engine results page. The MAP Policy does not apply to Internet advertised prices or “percentage off” figures that are displayed only on “checkout,” “shopping cart,” or “too low to show” pages that are linked to the main pages upon which the PPO LAB products are primarily displayed.
PPO LAB is a business that markets and sells dietary supplements which are a type of food. Unless specifically otherwise noted, all of the information on this web site pertains only to our dietary supplements, not to any drug product. We at New Chapter do not market or sell our dietary supplements for the purpose of preventing, curing, treating, diagnosing or giving relief from (i.e. mitigating) any specific disease or a specific class of diseases; the law applicable to dietary supplements, the Dietary Supplement Health and Education Act of 1994, commonly referred to as DSHEA, does not permit us to do so and it is not our intention to do so.
Internet Retailer Policy
The PPO LAB Internet -Retailer Policy governs the Internet resale of PPO LAB products and states that only authorized Internet retailers are allowed to sell PPO LAB products. This policy protects PPO LAB’s reputation and brand integrity, and it protects its approved retail outlets and Internet accounts from being harmed by the conduct and practices of unapproved Internet accounts.
The policy applies to all Internet retailers. All individuals or companies that are not currently authorized by PPO LAB to resell PPO LAB products through the Internet but are interested in doing so must submit information to PPO LAB and obtain approval before being authorized to sell PPO LAB products.
PPO LAB also maintains strict regulations relating to the use of its trademarks (including use in domain names) and must ensure that its trademarks are not used in any manner that could adversely affect PPO LAB’s rights therein. The unauthorized use of PPO LAB copyrights, trademarks, logos, manufacturing images, product images, copy or other PPO LAB information on the Internet without the express consent of PPO LAB is strictly prohibited. Furthermore, this policy states that Internet retailers shall not improperly use any PPO LAB trademark and will not reserve, register or use any domain names incorporating or confusingly similar to any PPO LAB trademark, including without limitation, the PPO LAB® BioAssist® mark.
Failure to adhere to the Internet Retailer Policy will lead to product allocation deemed appropriate by PPO LAB, or discontinuance of sales and shipments.
This policy is being established by PPO LAB unilaterally and therefore is not subject to negotiation. PPO LAB will implement and take action respecting its Internet Retailer Policy unilaterally based upon information deemed sufficient by PPO LAB, and all such determinations are final. PPO LAB reserves the right at any time to modify this policy, to establish new or different policies or to discontinue any or all of such policies. This Internet Retailer Policy shall remain in effect until modified or terminated by us in a writing sent to you.
Product Diversion Policy
PPO LAB approved retailers (including, but not limited to, Internet retailers and in-store retailers) may sell New Chapter products only to retail customers located in the same country as the approved retailer. Retailers may not sell or otherwise provide any PPO LAB product to another retailer. Accordingly, the Product Diversion Policy prohibits PPO LAB approved retailers from selling, providing, transshipping and/or diverting PPO LAB products to another retailer for sale without the pre approval in writing from PPO LAB.
All methods or sales channels proposed to be used to sell PPO LAB products must be disclosed when completing this form; including, but not limited to the following; business names, domain names, Amazon marketplace reseller accounts, other 3rd party ecommerce reseller accounts, or any other method used to sell PPO LAB products. Failure to disclose any of the above methods or any other sales channel will be considered diversion. If new methods or sales channels are set up and used to sell PPO LAB products after completing this form they must be provided to PPO LAB. Failure to comply will be considered diversion. PPO LAB approved retailers may not sell PPO LAB products on 3rd party ecommerce marketplaces.
PPO LAB approved retailers (including, but not limited to, internet retailers and in-store retailers) may sell PPO LAB products only to retail consumers located in the same country as the approved retailer. PPO LAB approved retailers will not sell and ship PPO LAB products outside the United States. Failure to adhere to this will be considered diversion.
Failure to adhere to the Product Diversion Policy will lead to product allocations deemed appropriate by PPO LAB or the discontinuance of all sales and shipments to the PPO LAB retailer.
This policy is being established by PPO LAB unilaterally and therefore is not subject to negotiation. PPO LAB will implement and take action respecting its Product Diversion Policy unilaterally based upon information deemed sufficient by PPO LAB, and all such determinations are final. PPO LAB reserves the right at any time to modify this policy, to establish new or different policies or to discontinue any or all of such policies. This Product Diversion Policy shall remain in effect until modified or terminated by PPO LAB in a writing sent to you.