CAROLINA CASTILE SOAP L.L.C.TERMS AND CONDITIONS FOR THE ONLINE SALE OF PRODUCTS
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. BY PLACING AN ORDER FOR PRODUCTS FROM THE SITES (AS DEFINED BELOW), YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THE SITES IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH CAROLINA CASTILE SOAP L.L.C, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THE SITES OR ANY OF THE SITES CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
(a) These terms and conditions of sale (these “Terms”) govern the sale of Products through castilesoap.com and Amazon.com (the “Sites”) by Carolina Castile Soap L.L.C., a North Carolina limited liability company (“Seller” or “Company”) to the buyer (“Buyer”). As used in these Terms, “Product” individually means, and “Products” collectively mean, all goods sold or to be sold by Seller to Buyer, whether finished goods, materials, and/or any combination thereof. Buyer should review these Terms before purchasing any Products that are available through the Sites. Buyer’s continued use of the Sites after a posted change in these Terms will constitute Buyer’s acceptance of and agreement to such changes.
2. ORDERING PROCEDURE.
Buyer agrees that their order is an offer to buy, under these Terms, all Products listed in their order. All orders must be accepted by Seller or Seller will not be obligated to sell the Products. Seller may choose not to accept any orders in its sole discretion. After having received Buyer’s order, Seller will send Buyer a confirmation email with its order number and details of the Products Buyer has ordered. Acceptance of an order and the formation of the contract of sale between Seller and Buyer will not take place unless and until Buyer has received its order confirmation email.
3. PRICE; PAYMENT.
(a) Prices. All prices posted on the Sites are subject to change without notice. The price charged for a Product will be the price in effect at the time the order is placed and will be set out in Buyer’s order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do include charges for shipping and handling. All charges will be added to Buyer’s price total. Seller is not responsible for pricing, typographical, or other errors in any offer by Seller and Seller reserves the right to cancel any orders arising from such errors.
(b) Payment. Terms of payment are within Seller’s sole discretion and must be received by Seller before Seller’s acceptance of an order. Buyer represents and warrants that (i) the credit card information Buyer supply to Seller is true, correct, and complete, (ii) Buyer is duly authorized to use such credit card for the purchase, (iii) charges incurred by Buyer will be honored by its credit card company, bank, or other applicable financial institution, and (iv) Buyer will pay charges incurred at the posted prices, including all applicable taxes, if any.
4. SHIPMENTS; DELIVERY; TITLE AND RISK OF LOSS.
Seller will arrange for shipment of the Products to Buyer. Products ordered on amazon.com (“Amazon”) will be shipped and delivered from Amazon facilities and carriers. Title and risk of loss pass to Buyer upon Seller’s transfer of the Products to the designated carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. Seller shall not be liable for any delays in shipments.
5. RETURNS AND REFUNDS.
Except for any custom Products or Products designated on the Sites as non-refundable, Seller will accept a return of the Products, provided such return is made within seven (7) days of delivery and provided such returned Products are returned in new, unaltered, and unused condition. If Seller determines that such Products are eligible for a return, Seller shall, in its sole discretion, either (i) replace such Products, or (ii) refund to Buyer the amount paid by Buyer for such Products. If Seller exercises its option to replace Products, Seller shall ship, at Seller’s expense and at Buyer’s risk of loss, replacement Products to Buyer in accordance with Section 4 above. Buyer acknowledges there is a 15% restocking fee for returned Products that are not being exchanged and/or are not damaged. Except as provided under this Section 5, Buyer has no right to return Products shipped to Buyer pursuant to this Agreement. THE REMEDIES SET FORTH IN THIS SECTION 5 ARE BUYER’S EXCLUSIVE REMEDY FOR THE DELIVERY OF RETURN ELIGIBLE PRODUCTS
Buyer acknowledges that the manufacturer or producer of Products may make any changes in the design of, or in the way it manufactures or produces, any Product if such changes are necessary or desirable to improve the function, safety or performance of such Product. Buyer also acknowledges that certain Products are manufactured in England, United Kingdom.
SELLER MAKES NO OTHER REPRESENTATION, WARRANTY OR GUARANTEE OF ANY KIND REGARDING THE PRODUCTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY OR THIRD-PARTY RIGHTS, USAGE IN THE TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, ALL OF WHICH ARE HEREBY DISCLAIMED BY SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY PRODUCTS IN THE PRACTICE OF ANY PROCESS OR IN COMBINATION WITH ANY OTHER GOODS OR SERVICES, WHETHER IN TERMS OF GENERAL EFFECTIVENESS, SUCCESS, OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY SELLER, TECHNICAL ADVICE OR OTHERWISE RELATING TO THE USE OF THE PRODUCTS.
8. LIMITATIONS OF LIABILITY.
(a) No Consequential or Incidental Damages. EXCEPT AS OTHERWISE PROVIDED IN SECTION 8(d) BELOW, IN NO EVENT SHALL SELLER OR ANY OF ITS AFFILIATES OR SUBSIDIARIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, EMPLOYEES OR AGENTS BE LIABLE UNDER THIS AGREEMENT TO BUYER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, ENHANCED, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Maximum Liability. EXCEPT AS OTHERWISE PROVIDED IN SECTION 8(d) BELOW, IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCTS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT ACTUALLY PAID TO SELLER BY BUYER FOR THE PRODUCTS WHICH ARE THE SUBJECT OF THE APPLICABLE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF BUYER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
(c) Deadline for Bring an Action. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY BUYER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
(d) Exceptions. Seller has relied on the foregoing limitation and exclusions from liability and Buyer acknowledges that this Section 8 is essential in the establishment of the prices for the Products. The limitations on, and exclusions from, liability set forth herein shall apply to the maximum extent permitted by applicable law; provided, however, such limitations and exclusions shall not apply to liability caused by Seller’s willful misconduct.
Buyer shall defend (with legal counsel acceptable to Seller), indemnify and hold Seller and its affiliates and subsidiaries, and its and their respective officers, directors, owners, employees, agents, successors and assigns harmless from and against any and all claims, demands, causes of action, suits, proceedings, losses, damages, penalties, fines, liabilities, judgments, settlements and/or expenses (including, without limitation, reasonable attorneys’ fees and other costs and expenses of litigation) resulting from or otherwise connected with any of the following: (a) any act or omission of Buyer with respect to its or their use, sale, distribution, disposal or other disposition of any Product; (b) any breach of the terms and conditions of this Agreement by Buyer or its employees, contractors or agents; (c) any possession, use, handling, release, storage, transport or disposal of any Products constituting or containing hazardous, toxic, caustic or flammable materials or components by Buyer or any of its employees, contractors or agents; and (d) bodily injury, death or property damage arising from the use of the Products furnished hereunder or caused by Buyer’s or its employees’ or agents’ acts or omissions with respect to the Products furnished hereunder.
10. CERTAIN MATERIALS.
BUYER ACKNOWLEDGES THAT THE PRODUCTS MAY CONSTITUTE OR CONTAIN CERTAIN MATERIALS THAT MAY TRIGGER ALLERGIES. BUYER ACKNOWLEDGES AND AGREES THAT SELLER SHALL NOT BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY DAMAGES OR HARMFUL EFFECTS OR CONSEQUENCES WHICH MAY BE CAUSED BY PRODUCTS, INCLUDING ANY EFFECTS OR CONSEQUENCES ARISING FROM EXPOSURE THERETO.
Buyer acknowledges that certain Products are manufactured and packaged outside of the United States. Products may not be imported, exported, sold or resold, disposed of, or transported by or to any country or person which would cause Seller to be in violation of or be penalized by any governmental authority or applicable economic sanctions laws.
13. COMPLIANCE WITH LAWS.
Buyer shall comply with all applicable laws, statues, rules, regulations, codes, ordinances, and orders in the performance of this Agreement and its use, sale, distribution, disposition, and disposal of the Products.
14. CONFIDENTIAL INFORMATION.
All non-public, confidential or proprietary information of Seller, including but not limited to, trade secrets, specifications, copyrights, trademarks, website designs, samples, patterns, designs, plans, drawings, documents, pricing, discounts, or rebates, disclosed or made available by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential and the property of Seller, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Buyer shall safeguard and maintain the confidentiality of Seller’s confidential information, exercising not less than a commercially reasonable degree of care. Seller shall remain the exclusive owner of its confidential information. Seller shall be entitled to injunctive relief for any violation of this Section.
15. INTELLECTUAL PROPERTY.
Seller will remain the sole and exclusive owner of all intellectual property rights in and to each Product and all information made available on castilesoap.com and any related specifications, instructions, documentation, or other materials, including, but not limited to, all related copyrights, trademarks and other intellectual property rights. Buyer does not and will not have or acquire any ownership of these intellectual property rights in or to the Products made available through the Sites, or of any intellectual property rights relating to those Products.
16. EXCUSED PERFORMANCE.
eller shall not be in default of, or liable for any delay in the performance of, this Agreement by reason of any of the following: acts of God; flood, fire, explosion, or other natural or man-made disaster; epidemic, pandemic, viral or bacterial outbreak; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots or other civil unrest; governmental orders, laws, emergency proclamations, or quarantine restrictions; actions, embargoes or blockades in effect on or after the effective date of this Agreement; action by any governmental authority or agency; shortage or unavailability of materials; shortage or unavailability of labor, strikes, labor stoppages or slowdowns or other industrial disturbances; shortage or unavailability of adequate power facilities; shortage or unavailability of adequate transportation facilities, and/or other events (whether or not similar in type or nature to the previously listed events) beyond the control of Seller (each a “Force Majeure Event”). Seller will give Buyer written notice of a Force Majeure Event as soon as practicable after learning of its commencement, along with Seller’s estimate of the period of time that the Force Majeure Event is expected to continue. In the event of a Force Majeure Event, (a) Seller’s performance under this Agreement will be postponed by such length of time as may be reasonably necessary to compensate for the delay caused by or resulting from the Force Majeure Event, (b) Seller may allocate its available inventory of Products to any persons, including Buyer, in any manner the Seller determines to be fair and equitable, and (c) subject to applicable law, Seller may terminate this Agreement and/or cancel any order impacted by the Force Majeure Event without liability.
Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
18. RELATIONSHIP OF THE PARTIES.
Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
19. NO THIRD-PARTY BENEFICIARIES.
Except for the rights of indemnified parties pursuant to Section 9 above, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Each of the rights and remedies of Seller under this Agreement is cumulative and in addition to any other or further remedies provided under this Agreement or at law or equity.
21. ATTORNEYS’ FEES.
In the event Seller is required to retain legal counsel or to initiate litigation to enforce or interpret the terms and conditions of this Agreement, Seller shall be entitled to recover its reasonable attorneys’ fees and costs of litigation from Buyer.
Provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.
23. GOVERNING LAW/VENUE.
This Agreement shall be construed and governed under the laws of the State of North Carolina (excluding application of its conflicts of law rules and excluding 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, as amended). All actions or counterclaims regarding the enforcement or interpretation of this Agreement shall be initiated and prosecuted exclusively in the state and federal courts located in the State of North Carolina and those courts hearing direct appeals therefrom. Buyer and Seller both consent to the exclusive jurisdiction and venue of such courts and expressly waive objections based on the doctrines of personal jurisdiction or forum non conveniens. SELLER AND BUYER VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION RELATING TO THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.
24. NO WAIVER.
No waiver of this Agreement or any of its provisions is valid unless expressly agreed to in a writing signed by Seller. The failure of Seller to insist upon strict and timely performance of any term or condition of this Agreement shall not be deemed a waiver of any right or remedy that Seller may have under this Agreement, at law, in equity or otherwise.
25. AMENDMENT AND MODIFICATION.
This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
27. SECTION HEADINGS.
The headings in this Agreement are included for convenience of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms or conditions hereof.
28. ENTIRE AGREEMENT.