The following Terms and Conditions form a part of the agreement between Buyer and Seller as defined below are applicable to the Buyer’s purchase of Product from Seller by paper, email, telephone/fax or website order confirmation.
DEFINITIONS:
“Buyer” as used herein shall mean the purchaser of Product from FLORAPHARM® Tea-USA LP.
“Product” shall mean goods purchased by Buyer and shall include the plural.
1. PRICES. All prices are EXW Schesslitz, D-96110 Germany,, in US Dollars. Loose teas are sold in 1 kg (2.2 lbs) increments unless otherwise arranged. Orders will be shipped via UPS or FedEx Ground unless otherwise specified. All prices are subject to change without prior notice. Seller is not responsible for misprints. Seller must be informed of shortages and non-conforming shipments within 3 business days of receipt of the order.
2. RETURNS. All returns must be authorized by Seller. Returned checks are subject to a $20.00 charge.
3. PAYMENT TERMS. All orders are credit card, COD or prepaid unless otherwise stated. Payment plans and credit lines may be available after credit application is approved. Invoices are enclosed with shipped orders unless otherwise instructed.
4. FORCE MAJEURE. Seller will be excused from the obligations of this contract to the extent that performance is delayed or prevented by any circumstances reasonably beyond its control, including, but not limited to, by fire, explosion, mechanical breakdown, strikes or other labor troubles, plant shutdown, unavailability of or interference with the usual means of transporting the product or compliance with any law, regulation or request of any governmental authority, disease, pandemic, or inability or difficulty to procure labor/materials. The occurrence of a Force Majeure event shall act to suspend performance. Either party shall have the right to terminate any unperformed portion of the contract as a result of a Force Majeure situation. However, the duty of the Buyer to pay for product received is never suspended.
5. WARRANTY. Seller warrants that the Product sold shall conform to its specifications provided to Buyer, or which are available on the Product price list found on Seller’s website. THERE IS NO WARRANTY THAT GOODS SUPPLIED HEREUNDER SHALL BE FIT FOR ANY PARTICULAR PURPOSE NOR IS THERE ANY WARRANTY OF MERCHANTABILITY, TITLE, QUALITY, OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED HEREIN. Seller is committed to delivering quality teas and is dedicated to meeting applicable quality assurance and quality control standards. Seller performs various tests on its products to ensure compliance with maximum residue limits (“MRL’s”) specified for sale in the United States and to the extent limits are not articulated for certain residues, the products comply with articulated European standards. Nonetheless, it is Buyer’s sole responsibility to ascertain applicable MRL’s and to ensure product compliance with the relevant regulatory agencies in Buyer’s market of interest. Seller shall not be liable for any loss or damages, including, but not limited to, direct or consequential damages, loss of profit, loss of business, loss of revenue, demands, claims, actions, proceedings, damages, payments, expenses, or other liabilities occasioned to or suffered by any person acting or refraining to act as a result of the information relating to MRL’s contained herein, or otherwise caused by or arising, in whole or in part, in any way from Buyer’s use of this information.
6. REMEDIES. Seller’s liability and Buyer’s exclusive remedy for any cause of action arising by reason of this transaction, whether based in tort, strict liability or contract/breach of warranty is limited to the value of the Product shipped or replacement of Product not conforming to specifications. SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT OR CONSEQUENTIAL DAMAGES, OR EQUIVALENT THEREOF NO MATTER HOW CLAIMED, COMPUTED OR CHARACTERIZED.
7. ACCEPTANCE. If these Terms and Conditions are construed to be part of an offer, then such offer expressly limits acceptance to the terms of the offer and notice of objection to any different or additional terms in any response to the offer is hereby given. If these Terms and Conditions are construed to be part of an acceptance to the terms of an offer, this acceptance is expressly conditioned upon Buyer’s assent to any different or additional terms contained herein. Buyer’s acceptance of the Product shall constitute its assent to these Terms and Conditions.
8. MODIFICATION. This document contains the entire agreement of the parties with respect to the identified subject matter, and all proposals, negotiations and representations, if any, made prior to and concerning this subject matter are merged herein. Any subsequent modifications to this contract shall be at the discretion of Seller, must be in writing stating an intention to modify the agreement and signed by an authorized representative of Seller.
9. GOVERNING LAW. This contract will be governed by the law and Uniform Commercial Code in effect in Georgia, without regard to its choice of law provisions, and except as modified by these terms and conditions. The application of the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) is hereby expressly disclaimed.
10. DISPUTES. In the event of any controversy or claim arising out of or relating to this transaction, the parties hereto agree first to try and settle the dispute by mediation, administered by the International Centre for Dispute Resolution (“ICDR”) under its Mediation Rules. If settlement is not reached within sixty (60) days after service of a written demand for mediation, any unresolved controversy or claim arising out of or relating to this transaction shall be settled exclusively by arbitration in accordance with the International Arbitration Rules of the ICDR. The place of any mediation or arbitration shall be in the State of Georgia. The arbitration shall be conduct by one arbitrator, who shall be selected by mutual agreement of the parties. In the event that the parties are unable to agree on an arbitrator, the arbitrator shall be selected in accordance with ICDR procedure. The language to be used in the arbitration proceedings shall be English. IBA Rules on Taking of Evidence in International Commercial Arbitration shall apply to the arbitration proceedings. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The costs of the mediation and arbitration, including filing fees and the mediator’s and arbitrator’s expenses, if any, shall be borne equally between by the parties. Each party shall bear any additional expenses as such party may incur, including attorney’s fees, but the arbitrator may award attorney’s fees, costs and expenses to the prevailing party. The arbitration shall be final and enforceable as to both parties.
11. COPYRIGHTS. All content included in this catalog, including, but not limited to, text, graphics, HTML code, logos, icons, photos, images, designs, titles, company and product name, and trademarks (whether registered or unregistered) are the property of FLORAPHARM® Tea-USA LP or its content suppliers and protected by applicable trademark and copyright laws. Any use, re-use, copying, distribution, transmission, modification or re-posting of any such content is prohibited unless permission is granted by FLORAPHARM® Tea-USA LP or the content supplier.
12. PICTURES AND GOODS. Product images are for illustrative purposes only and may differ from the actual product.