Terms and Conditions of Sale
The terms and conditions stated herein constitute the entire agreement between the parties and any conflicting or additional statements contained on the Purchase Order or similar document or any verbal representations which are not specifically approved and acknowledged in writing by the seller will not be considered to be a part of the agreement between the parties.
No merchandise is sold on consignment. Any shipment that is not objected to within 10 days of receipt shall be deemed shipped as ordered in accordance with the invoice and received in acceptable condition. No return of merchandise will be accepted unless specifically authorized by Evora Worldwide in writing. Custom formulas are non-returnable, non-refundable. Any unauthorized returns will not be accepted nor will seller be responsible for merchandise so returned or for charges incurred by reason of such unauthorized returns.
THE SELLER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OTHER THAN THE MERCHANDISE WILL BE DELIVERED IN GOOD ORDER AND IN UNITS OR CARTONS SEALED BY THE MANUFACTURER. ANY CLAIMS FOR QUALITY OR ANY OTHER REASON WHATSOEVER SHALL BE IN CONFORMANCE WITH ANY WARRANTY PROVIDED BY, AND SUBJECT TO THE LIABILITY OF THE MANUFACTURER AND ANY SUIT THEREFORE BROUGHT AGAINST THE SELLER SHALL BE INVALID AND UNENFORCEABLE.
Title to all merchandise sold hereunder shall remain in the Seller until such Invoice is fully paid and only then will such title pass to the buyer. All unpaid invoices shall become due and payable in full upon the default of any other Invoice or claim in favor of the Seller from the Buyer. This agreement shall create a Security Interest pursuant to the Florida Uniform Commercial Code for any unpaid balance due to Seller. In the event that the Seller shall turn this Invoice and any claims represented herby over to an Attorney or collection agency for handling, the Buyer agrees to pay all costs and expenses of collection including court costs, appeal costs and attorney’s fees or collection agency fees incurred, upon demand.
The Buyer agrees to pay interest on any delinquent amount at the highest lawful rate. Further, the Buyer agrees that it shall be obligated to pay a charge of fifty dollars ($50.00) for any check, which it shall issue, and said check is returned by the maker’s bank for any reason. If Buyer shall fail to make payments when due or if Seller shall become dissatisfied as to Buyer’s financial responsibility, Seller reserves the right to cancel any offer or contract with Buyer or Seller may decline to make deliveries. Should it be necessary to assign Buyer’s account to a collection agency or attorney because any sums owed by Buyer are overdue, all collection charges and legal fees shall be paid by Buyer.
The Buyer agrees to pay or reimburse the Seller, for any sales tax, use tax or excise tax that shall be imposed by any Federal, State or Municipal authorities unless Buyer shall provide proof of exemption there from in writing and in a form satisfactory to Seller.
If by reason of any cause whatsoever, quantities of the merchandise covered herein are not reasonably available to the Seller, the Seller may, at its sole discretion, use a comparable substitution, OR allocate its available supply of any such merchandise among its existing or prospective purchasers in such a manner as the Seller, in its sole opinion, shall deem proper, without thereby incurring any liability for failure to perform hereunder.
Failure of the Seller to meet requested delivery dates shall not be construed as a reason for cancellation of the order or as a breach of contract and no penalty for early or late shipment will attach or be accepted by the Seller. All sales are subject to matters beyond our reasonable control.
Customer agrees to assume any liability and indemnify, hold harmless and defend Evora Worldwide, its officers, employees, agents and attorneys of, from and against all liability, claims and expenses including reasonable attorney’s fees arising directly or indirectly from all claims whatsoever for personal injuries or property damage, including loss of use, caused by the negligent or intentional act or omission of Customer, its agents, officers, contractors or employees, or anyone else whose acts Customer may be liable for, or arising out of the execution, performance, non performance or enforcement. This indemnification also includes damages of any kind or claims arising out of Customer’s violation or alleged violation of any third party’s trade secrets, proprietary information, trademark, patent rights, copyrights or confidential business information.
As to custom formulas, Seller reserves the right to a minimum 10% over/under quantity in which event the contract price will be adjusted pro-rata.
All price quotes are based on FOB Evora Worldwide warehouse unless otherwise specified in writing. Customer recognizes that commodities pricing can be volatile. The prices on the quotation are for immediate acceptance and are subject to change without notice unless otherwise indicated on the face hereof. Seller reserves the right to increase the unit price if quantity is reduced. In the event customer supplied labels do not arrive 15 working days prior to production Seller reserves the right to extend delivery date.
Product will be shipped to billing address on the Purchase Order unless separate ship-to address is provided within 5 working days of order receipt. Any change of ship-to address thereafter must be notified in writing and may be subject to a change fee of $250.
Buyer recognizes that due to inherent nature, natural materials are subject to environmental conditions which may cause color and/or consistency of product to vary. The Buyer recognizes that some or all of the merchandise noted on Invoices also may be affected by temperature changes (i.e., during delivery, storage or handling): The Seller shall not be liable for any damage to merchandise once said merchandise leaves the actual control of the Seller.
This agreement between the Buyer and Seller is to be constructed and governed and the rights of the parties to be enforced according to the laws of the State of Florida.
It is expressly understood that any technical advise furnished by Seller with reference to the use of its products is given gratis and Seller assumes no obligation or liability for the advice given or results obtained, all such advice being given and accepted at Buyer’s risk.
Performance of Seller will be excused in case of God, war, riots, fire, explosions, floods, strikes, lockouts, injunctions, inability to obtain fuel, power, raw materials, labor, containers or transportation facilities, accidents, breakage of machinery or apparatus, national emergency or because performance is made impracticable by the occurrence of any other unforeseeable contingency, or because of compliance in good faith with any applicable foreign or domestic governmental statute, regulation, order or other interference whether or not it later provides to be invalid or in any circumstances which are beyond the reasonable control of the parties, to the extent that the same prevent or delay the performance of obligations herein contained. Any delivery so suspended shall be cancelled without liability, but the contract shall otherwise remain unaffected.
Evora Worldwide is unable to offer ANY Guarantee or return policy for the following categories of products. These Categories are: Any Custom Product Formula not offered as a Stock, Private Label Finished Product by Evora Worldwide.
Custom Product Formula: Returns are not accepted for any reason once the custom product formula order has been processed. Due to the nature of natural ingredients, there can be slight variations in color, viscosity and scent of all bases from batch-to-batch. These changes are NOT grounds for a return. Note: Cancellations, if allowed, can only be done if we have not already started making your product or have not pre-ordered any required ingredients. Once production has begun, we cannot cancel, credit or refund.
ABANDONED PROPERTY. Any inventory of Buyer located at Seller’s location not claimed within ninety (90) days after Seller notifies Buyer to pick-up the inventory from Seller’s location shall be deemed abandoned by the Buyer. Buyer agrees that Seller, or its assignee, may dispose of any inventory deemed abandoned, without additional notice to Buyer, in a public or private sale, in any manner it shall choose. The Seller shall exercise reasonable care in storing the inventory before being deemed abandoned, but she or he is not liable to the Buyer or any other owner for any loss unless caused by the Buyer’s deliberate or gross negligent act. After termination of expiration of this Agreement, Buyer shall be responsible for the cost to ship inventory to Buyer if claimed, storage costs, and expenses to advertise and sell abandoned inventory. After deduction of the costs of storage, advertising, and sale, any balance of the proceeds from a sale shall first be applied against any amounts due from Buyer to Seller and Buyer agrees that Seller may retain the balance to defer administrative fee and inconvenience charge
