TERMS AND CONDITIONS OF SALE
This Terms of Sale Agreement (this “Agreement”) is a legal agreement between you (“User”) and Rosa West Laboratories Inc. (“Raya”) that governs your use of this e-commerce website.
These terms and conditions of sale (“Agreement”) are applicable to any order placed with and accepted by Raya. By utilizing this e-commerce website, User acknowledges that he or she has read, understood, and agrees to comply with the terms and conditions stated within this Agreement. Raya may amend these terms of sale at any time. User’s submission of an order at this website constitutes acceptance of the terms of sale stated at the time of order.
1. SCOPE OF AGREEMENT. Raya, upon acceptance of an Order placed by User, will supply the products and services specified in the Order to User, pursuant to the terms and conditions of this Agreement and Raya’s acceptance of such order submitted by User is expressly limited to the terms and conditions of this Agreement notwithstanding any contrary provision contained in User’s purchase orders, invoices, acknowledgements or other documents. The details of the Order (e.g. quantity, price, and product specifications) shall be set forth in the relevant Order.
2. PRICE AND TERMS. (a) The prices payable by User for goods and services to be supplied by Raya under this Agreement will be specified in the applicable Order. Unless otherwise expressly stated in an Order, all prices exclude shipping and taxes. (b) Payment is due at time of order, products will be shipped/provided after payment is confirmed. Raya reserves the right to withhold shipment of the Order until full payment is made/and or received. Payment terms can be changed without notice. The payment terms in effect when an order is received will apply to that order. You are encouraged to review payment terms at the time of your order.
3. INGREDIENTS. Raya is dedicated to maintaining the accuracy of the ingredient lists on this website. However, because ingredients are subject to change, we cannot guarantee that these lists are complete, up-to-date and/or error-free. For an accurate listing of ingredients in each product, please refer to your product packaging.
4. FREIGHT TERMS. Unless otherwise specified in the Order, products will be delivered FOB Raya’s manufacturing facility and will be shipped to User via carriers selected by Raya. Raya reserves the right to charge a 20% service restocking charge on all orders not accepted for delivery. Raya reserves the right to choose the freight carrier on prepaid shipments.
5. DAMAGE AND SHORTAGE POLICY. All shipments are packed with great care. Orders are triple checked to ensure quality and accuracy. Any damages or shortages (including latent damages) must be reported by User to Raya Customer Service within 48 hours of User’s receipt of shipment.
6.. RETURNS AND REFUSALS. User must notify Raya of all returns, refusals or other disputes within 10 days of User’s receipt of order. All returns must be pre-authorized by Raya Customer Service and returned with an RMA Number (Return Authorization Number), provided by Raya Customer Service.
7.. INTELLECTUAL PROPERTY. Any and all copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by Raya as of the date of the Order or made or conceived by employees, consultants, representatives or agents of Raya during the term of this Agreement shall be and remain the sole and exclusive property of Raya.
General Indemnification. You agree to indemnify, defend, and hold harmless Raya, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising out of your use or misuse of the Website, including but not limited to your violation of this Agreement and/or any of the warranties contained herein.
Miscellaneous. This Agreement constitutes the entire agreement between Raya and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Raya, or by the posting by Raya of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Los Angeles, California. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Los Angeles, Calfornia, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Raya may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.