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Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS AFFECT YOUR RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH NutriMarketplace, INC. BY ACCESSING OR USING OUR WEBSITE, APPLICATIONS OR OTHER PRODUCTS OR SERVICES (TOGETHER, THE “NutriMarketplace SERVICE”), YOU AGREE TO BE BOUND BY ALL TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE (“TERMS”). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS, OR USE THE NutriMarketplace SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH UTILIZING AN INTERNET-BASED MARKETPLACE AND INTERACTING WITH OTHER USERS IN PERSON AS OUTLINED IN SECTION 8.

These Terms apply to your access to, and use of the NutriMarketplace Service provided by NutriMarketplace, Inc. (“NutriMarketplace,” “we” and “us”). Additional terms (including, but not limited to, the terms of social media services, third-party payment processors, and third-party fulfillment providers) may apply to some functionalities and features related to the NutriMarketplace Service.

Note: From time-to-time NutriMarketplace introduces new features that may only be available to certain users. Provisions of these Terms of Service relating to such new features, including, at the present, the electronic payments and fulfillment solutions, may not apply to all users.

  1. AGREEMENT: These Terms and Conditions, the Seller's Purchase Order Confirmation and the Invoice shall constitute the entire agreement of the parties (the "Agreement"). Buyer is purchasing the Product set forth in the Order Acknowledgment on the terms therein but is also subject to these Terms and Conditions. Buyer understands and acknowledges that NUTRIMARKETPLACE is a reseller of the Product. The Product shall be deemed accepted if not refused or returned by the Buyer within 10 days of the Buyer's receipt. The Buyer shall conduct any required inspection at its expense and shall return any nonconforming goods to NUTRIMARKETPLACE within said 10-day period at the Buyer's expense and risk.

  2. PAYMENT: All payments are processed by NUTRIMARKETPLACE. Account and routing information being sent from your browser to our server will be encrypted via SSL connection. NutriMarketplace does not share your bank account information with third parties or store it on our own server for security purposes. Payment of the Purchase Price is due and payable as set forth in the Invoice. Any amounts unpaid and past due will accrue interest at the rate of 12% per annum, or the maximum allowable interest rate under applicable law, whichever is less. In the event Buyer fails to timely pay NUTRIMARKETPLACE as set forth herein, Buyer shall be responsible and liable for all expenses incurred by NUTRIMARKETPLACE to collect such unpaid amounts, including reasonable attorney's fees and costs.

  3. PRICE: All Prices are fixed as of the date of the Invoice and/or the Order Acknowledgment date. All prices quoted are exclusive of taxes, fees, levies, duties, handling, and freight charges ("Taxes and Shipping Charges") unless otherwise approved by NUTRIMARKETPLACE.

  4. RETURN POLICY: All returns must first be authorized by NUTRIMARKETPLACE. Products must be returned to seller in their original packaging, condition, and quality. The seller sender assumes all liability for product which is damaged in transit.

  5. RISK OF LOSS: Title to the Product and risk of loss passes from Seller to the Buyer on shipment from Seller. Loss or damage that occurs during shipping is the Buyer's responsibility.

  6. ASSIGNMENT:The Buyer shall not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of NUTRIMARKETPLACE.

  7. LIMITATION OF LIABILITY: IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE BUYER, SELLER, OR ANY THIRD PARTY FOR SPECIAL, NON-COMPENSATORY, CONSEQUENTIAL, INDIRECT, INCIDENTAL, STATUTORY OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, LOST SALES, LOST REVENUE, LOSS OF USE, HARM TO CONSUMERS OR END-USERS, DAMAGE TO BUYER’S EQUIPMENT, PROPERTY OR GOODWILL) REGARDING, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCT(S) (INCLUDING ANY COMPONENTS OR INGREDIENTS THEREOF), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF NUTRIMARKETPLACE HAS BEEN INFORMED OF OR IS AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. BUYER’S SOLE REMEDY IN THE EVENT THAT THE PRODUCT DOES NOT MEET WITH BUYER’S EXPECTATIONS, CRITERIA, NEEDS, OR QUALITY STANDARDS, WHETHER COMMUNICATED TO NUTRIMARKETPLACE IN ADVANCE OR NOT, SHALL BE A RETURN OF THE PRODUCT TO SELLER AS SET FORTH IN PARAGRAPH 5 OF THIS AGREEMENT. FURTHERMORE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NUTRIMARKETPLACE’S TOTAL AGGREGATE LIABILITY TO THE BUYER OR SELLER FOR ANY CLAIM, DEMAND, ACTION, OR PROCEEDING REGARDING, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS (INCLUDING ANY COMPONENTS OR INGREDIENTS THEREOF) SHALL BE LIMITED TO THE AGGREGATE PURCHASE PRICE PAID BY THE BUYER TO SELLER FOR THE PRODUCT FOR WHICH SUCH CLAIM, DEMAND, ACTION OR PROCEEDING RELATES.

  8. INDEMNIFICATION: The Buyer and Seller shall indemnify, defend and hold harmless NUTRIMARKETPLACE, from and against all losses, liabilities, damages and expenses (including without limitation attorneys’ fees and costs) resulting from any claims, demands, actions and other proceedings to the extent resulting from, relating to or in connection with (a) the use, handling or storage of the Product (including any components or ingredients thereof), or (b) any claim that the Product (including any components or ingredients thereof), or the sale or use thereof, infringes, misappropriates or otherwise violates (or contributes to or induces the infringement, misappropriation or other violation of) the patent or other intellectual property rights of any person or entity or violates or otherwise conflicts with any applicable law, regulation or court order. Buyer and Seller further acknowledge that NUTRIMARKETPLACE is a platform marketplace for commercial customers and is not intended for sale directly to consumers. Accordingly, Buyer and Seller will indemnify and hold harmless NUTRIMARKETPLACE from any claims, demands, actions, losses, costs, expenses, causes of action, damages, injury to a third party (including consumers) resulting from a derivative product, supplement, vitamin, mineral, ingredient, food, ingestible or other item that contains the Product purchased by Buyer in connection with this Agreement.

  9. DELIVERY DATES: All delivery dates are approximate and NUTRIMARKETPLACE shall not be responsible for damages of any kind resulting from any delay. NUTRIMARKETPLACE shall not be liable for any default or delay if caused, directly or indirectly, by the elements, accidents, pandemic, any governmental action, prohibition or regulation, shortage or inability to obtain or non-arrival or defect of any labor, material, ingredient or product used in the Product, failure of any third party to perform, or from any other cause whatever beyond NUTRIMARKETPLACE’s control, that is, a "Force Majeure Condition" (e.g. acts of God, natural disasters, war, etc.). If a Force Majeure Condition interferes with Seller’s delivery of the Product which would cause the cost of the Product to exceed the Purchase Price, Seller shall be under no obligation to deliver the Product unless the Buyer agrees to pay such additional costs.

  10. COMPLIANCE WITH APPLICABLE LAWS: The Buyer shall be solely responsible for its, purchase, use, handling and storage of the Product, and NUTRIMARKETPLACE shall have no responsibility therefor. The Buyer shall use, handle and store the Product, at all times, in strict accordance with all applicable laws, regulations and court orders and shall not infringe, misappropriate or otherwise violate (and shall not contribute to or induce the infringement, misappropriation or other violation of) the patent or other intellectual property rights of any third party. Without limiting the generality of the foregoing, the Buyer shall be solely responsible for determining whether NUTRIMARKETPLACE has any and all licenses, registrations, approvals and other authorizations from governmental authorities and/or third parties necessary for the purchase, use, handling and/or storage by the Buyer of the Product, and the Company shall have no responsibility or liability therefor. Buyer shall also be solely responsible for determining whether its purchase, use, handling or storage of the Product (i) complies with all applicable laws, and (ii) infringes upon the patent or other intellectual property rights of any third party.

  11. CONFLICTING TERMS: All Order Acknowledgments accepted by the Buyer shall be subject to these Terms and Conditions, which may be changed or amended from time to time by NUTRIMARKETPLACE. In the event of a conflict between the terms in an Invoice or Order Acknowledgment, on the one hand, and these Terms and Conditions, on the other hand, these Terms and Conditions shall govern and control.

  12. MISCELLANEOUS:

    1. Entire Agreement; Amendment: This Agreement together with the Order Acknowledgment and Invoice are the final, full and exclusive statement of the agreement between Buyer and NUTRIMARKETPLACE with respect to the subject matter set forth herein. This Agreement supersedes all prior or other agreements, arrangements and inducements relating to the subject of this Agreement. No promise or agreement made at or after the execution of this Agreement is binding unless it is written and signed by both parties. Except as otherwise provided in this Agreement, any amendment or modification to this Agreement must be in writing and signed by both parties.
    2. Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties, their respective successors, legal representatives and permitted assignees.
    3. Governing Law: This Agreement shall be governed by and construed under the laws of Washington, without regard to conflicts of law rules. Any cause of action that may arise in any way under this Agreement shall be brought exclusively in the County of Clark.
    4. Notices: All notices required to be given shall be in writing and delivered to the address set forth on the Purchase Order by hand or by certified first class mail, postage prepaid, return receipt requested, or by continued fax or e-mail and shall be deemed given upon the date hand delivered or three days after mailing or transmission.
    5. Severability: The invalidity or unenforceability of any provision of this Agreement shall not affect any other provision which shall remain in full force and effect. If any provision of this Agreement is for any reason held to be invalid or unenforceable, it shall be construed valid and enforceable by limiting it as to time, subject or scope as required under applicable law.
    6. No Waiver: All rights and remedies of NUTRIMARKETPLACE shall be deemed cumulative and not exclusive, and the exercise of any such remedy shall not be deemed a waiver of any other right or remedy. No term or condition of this Agreement shall be deemed waived by NUTRIMARKETPLACE, nor any act be deemed an estoppel against NUTRIMARKETPLACE, except by written consent of NUTRIMARKETPLACE.
    7. Limitations: Excluding actions NUTRIMARKETPLACE for nonpayment of any amounts due in connection with this Agreement, any suit, claim or action that arises from or relates to this Agreement or the Product must be commenced within one (1) year from the date that the suit, claim or action arose.

      (h) Attorneys’ Fees: In the event of a dispute that arises from or relates to this Agreement or the Product, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs.

      (i) Electronic Copies: The executed Order Acknowledgment may be delivered by electronic mail, facsimile transmission, or other electronic means, and such electronic copy shall be deemed an original.