Terms and Conditions
DEFINITIONS. The following capitalized terms, when used in these Terms and Conditions of Sale, have the following meanings: (1)“Purchase Order” means collectively the Parties’ written or electronic agreement that authorizes purchase and shipment of Products, including the Purchase Order cover; these Terms and Conditions; all specifications, exhibits, attachments, referenced documents; and any future written amendments agreed to by the Parties; (2) “Products” means any materials, equipment, services or work Product by or on behalf of Haus Formula as stipulated in the Purchase Order; (3) “Buyer” means the person or entity issuing the Purchase Order, as identified on the Purchase Order cover; (4) “Party” means Buyer or Haus Formula; (5) “Parties” means Buyer and Haus Formula; (6) “Good Industry Practices” means the exercise of that degree of skill, diligence, prudence and foresight which can reasonably be expected from a competent person in the same type of business under similar circumstances consistent with all applicable requirements.
PURCHASE ORDERS. Written or electronic affirmation of the Purchase Order such as by email shall be deemed as Buyer’s acceptance of the Purchase Order. Buyer’s acceptance of the Purchase Order is limited to Buyer’s acceptance of all terms and conditions contained therein. If Buyer proposes additional or different terms or conditions, the proposal must be in writing and shall constitute a counteroffer that will be effective only if Haus Formula accepts it in writing. If Haus Formula does not accept Buyer’s counteroffer, the original Purchase Order shall prevail. Shipment and delivery of Products shall not constitute acceptance of Buyer’s counteroffer. In the event of conflicts, Purchase Order documents shall have priority as follows: (1) Purchase Order cover, (2) these Terms and Conditions of Sale, (3) Buyer specifications, and (4) any other Purchase Order attachments, exhibits or referenced documents. Haus Formula does not require a minimum order for Purchase Orders. Once Buyer submits a Purchase Order, the Products will be packed and prepared for shipping. Terminations or changes to a Purchase Order after the order is packed and prepared for shipping shall be subject to a 20% restocking fee.
PRICING AND TAXES. 1. Online Retailers. Any Buyer selling Haus Formula Products online using the Haus Formula name or logo is required to advertise such Products at or above the minimum advertised price specified on Haus Formula’s pricelist and in the Haus Formula buyer portal, after deducting any applicable discounts and incentives (the “MAP”). Buyers advertising Haus Formula Products below MAP will be deemed in default of these Terms and Conditions of Sale, and will be subject to suspension of all future shipments. The MAP policy shall only apply to advertising of Haus Formula Products and in no way limits a Buyer’s rights to set its own prices. 2. Private Label. The MAP policy does not apply to retailers who are selling Haus Formula Products, without the Haus Formula name or logo, as “private label”. When selling as private label, Buyer shall not use or imply any association with Haus Formula's intellectual property (i.e., trade mark, trade name, product name, product code and Haus Formula’s product images). 3. Brick and Mortar Retailers. Haus Formula does not dictate a required minimum price for Haus Formula Products that retailers quote, sell or advertise in a physical store location or in local marketing efforts, provided, such retailers who also sell Haus Formula Products online must adhere to the provisions of these Terms and Conditions of Sale which relate to the same. 4. Taxes and Bank Charges. The price set forth in the Purchase Order does not include any taxes, bank charges, or other related fees. Buyer shall provide a state sales and use tax certificate (reseller permit) to Haus Formula within thirty (30) days after submitting the Purchase Order and will notify Haus Formila in the event of any change to such certificate. If Buyer is exempt from state or use taxes, Buyer shall provide Haus Formula with an exemption certificate. Buyer shall pay all applicable taxes relating to the purchase and sale of Haus Formula Products.
PAYMENTS. Full prepayment is required by Buyer for any Purchase Order unless otherwise specified by Haus Formula. Haus Formula reserves the right to specify the manner of payment and shall be permitted to withhold delivery of Products until payment is made by Buyer. Checks received for payment on any new account must be cleared by Haus Formula before Products are shipped. All payments shall be made in cash or other immediately available federal funds and shall be transferred by credit card, cash, check, money order or wire transfer. Buyer shall pay all bank fees and other charges related to payment. Each returned check (not sufficient funds) or stopped payment is subject to a $20.00 fee.
Amounts designated as “N15 Payments” are due within fifteen (15) days after the invoice date. Late payments shall bear interest at 1.5% per month. Buyer shall be liable for all costs of collection and attorney's fees. Buyer grants a security interest to Seller in the Products to secure all amounts due under the Purchase Order. These Terms and Conditions of Sale and the Purchase Order, collectively, shall constitute a security agreement and afford Seller all rights of a secured party under the Uniform Commercial Code.
SHIPPING AND DELIVERY; DROP SHIP PROGRAM; TITLE AND RISK OF LOSS. 1. Shipping. Haus Formula will arrange shipment to the name and address set forth on the Purchase Order and in accordance with the shipping method set forth on the Purchase Order. All shipping fees and costs are non-refundable. Haus Formula will charge a drop shipping fee of $10 per Purchase Order (not per Product/carton) for any order shipping to an address other than the Buyer’s principal address. All applicable shipping fees and costs are non- refundable. All fees will be itemized on the invoice sent with the shipment. Buyer will have the option to ship on the Buyer’s account or on the account of Haus Formula, pursuant to the terms and conditions stated below: (a) Shipping on Buyer’s Account; Risk of Loss. If the Buyer elects to ship on Buyer’s account, Buyer will be responsible for all shipping costs, including, but not limited to, costs of insurance. Risk of loss shall pass to Buyer immediately upon delivery by Haus Formula to the carrier. Haus Formula will provide cooperation should Buyer assert a claim against any carrier or insurance company to recover any loss of Product during transit. (b) Shipping on Haus Formula’s Account; Risk of Loss. If the Buyer elects to ship on Haus Formula’s account, Haus Formula will arrange a carrier for a fee of 7.5% of the total purchase price of the Product(s), and risk of loss in transit shall lie with Haus Formula until the Products are delivered by the carrier, unless otherwise stated in the Purchase Order. This fee is in addition to the drop ship fee and the carrier’s shipping cost. 2. Delivery Date; Backorders. Any date of delivery furnished by Haus Formula to Buyer is determined from the later of (i) the date of Buyer’s Purchase Order or (ii) the date Buyer and Haus Formula agree to payment terms. Haus Formula shall use commercially reasonable efforts to comply with specified dates. The date is only an estimate of the date of delivery, not a guarantee, and Haus Formula shall not be liable for any delays in the delivery date or shipment of Products. If the Products cannot be shipped or delivered as set forth above, Buyer shall have the option to terminate the Purchase Order with respect to any of the Products. Any Product that is placed on backorder will be shipped promptly when available, unless cancelled in writing by the Buyer prior to shipment. 3. Force Majeure. If any act of God, acts of government, fire, unforeseeable severe weather or flood, or other unforeseeable causes beyond the reasonable control of Haus Formula delay the shipment or delivery of Products pursuant to these Terms and Conditions of Sale, the delivery date or time for completion may be extended as reasonably necessary to overcome the effect of such delay.
RETURNS. Products may only be returned within thirty (30) days from the Purchase Order date. To be eligible to return a product, Buyer must obtain a Return Merchandise Authorization Number (“RMA”) from Haus Formula’s customer service department. All returns are subject to the approval of Haus Formula. Once an RMA is obtained, Buyer must ship the Product(s), at Buyer’s expense, to Haus Formula. All returns must be made in original packaging and the original Product must be returned in “like-new” condition for a full or partial refund to be considered. After the Product is received by Haus Formula, Haus Formula will examine and inspect the Product and will make a determination on whether the product is in “like new condition”. If the Product is in “like new” condition, Haus Formula will accept the Product for return and will credit Buyer’s account for such Product. Returned Products are subject to a 25% restocking fee.
ERRORS OR OMISSIONS. All measurements on www.hausformula.com and within Haus Formula's advertising catalogues are approximate. Errors or omissions in any quotation or other document shall be subject to correction, in Haus Formula’s sole discretion, and Haus Formula shall not be liable for any deviation in measurements listed on www.hausformula.com.
WARRANTIES; DISCLAIMER; LIMITATIONS ON CLAIMS. 1. Warranty; Disclaimer. Haus Formula warrants that its Products will be free from defects in materials and workmanship for a period of one (1) year. Haus Formula will repair, replace or correct any Product which does not meet this express warranty, in accordance with the terms and conditions stated herein, or, alternatively, will refund an equitable portion of the purchase price during the one (1) year period after delivery. In the event of repair or replacement, this warranty shall apply to the repaired or replaced work for one (1) year.
EXCEPT FOR THIS EXPRESS W ARRANTY , HAUS FORMULA MAKES NO W ARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PRODUCTS COVERED BY THIS AGREEMENT OR ANY AGREEMENT WITH BUYER INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY OR AGAINST INFRINGEMENT, BUYER HEREBY WAIVES ANY CLAIM (INCLUDING ANY CLAIM BASED ON STRICT OR ABSOLUTE LIABILITY IN TORT) THAT IT MAY HAVE AGAINST HAUS FOMRULA, FOR ANY LOSS OR DAMAGE INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF INDIRECT, SPECIAL, INCIDENTIAL OR CONSEQENTIAL DAMAGE OR EXPENSE CAUSED BY A PRODUCT. EXCEPT FOR THE EXPRESS WARRANTY STATED HEREIN, HAUS FORMULA DISCLAIMS ALL OTHER W ARRANTIES, INCLUDING ALL IMPLIED W ARRANTIES. HAUS FORMULA DISCLAIMS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Haus Formula shall not be liable for breach of warranty if: (a) product was not purchased directly from Haus Formula; (b) a defect arises because of failure to follow Haus Formula’s oral or written instructions as to storage, installation, use or maintenance of Products, or (if no instructions apply) Good Industry Practices; (c) alteration or repair of Products without Haus Formula’s written consent; (d) a defect arises from normal wear and tear, willful damage, negligence, abnormal or improper working or storage conditions, or misuse; (e) Products continue to be used or are allowed to deteriorate after a defect is suspected; or (e) any procedure in this Warranties section is not followed.
Buyer shall cause notice to any alleged defect covered by the one year warranty included in this section to be delivered to Haus Formula within ten (10) days after discovery. The notice shall include or shall be followed promptly by the Purchase Order number. Thereafter, upon Haus Formula’s reasonable request Buyer shall promptly provide additional information related to the claim. 2. Manufacturing Defect Claims. A Buyer must notify Haus Formula of any manufacturing defect(s) to a Product within three (3) business days after delivery of the Product. Such claim must notify Haus Formula of the specific defect, missing part/hardware, miss-shipment or damaged merchandise. Failure to provide such notice shall be deemed acceptance of the Product(s) as complete and satisfactory to Buyer and shall be deemed a waive of any claim of manufacturing defects to the Product. Haus Formula will repair or replace damaged or defective goods (provided the damage is caused by a manufacturer’s defect or error) at no additional charge to Buyer. If Buyer desires to return the Product, and does not want it to be replaced, the terms and conditions of the section titled “Returns” shall control. All shipping and handling costs for replacements are non-refundable. 3. Freight Damage Claims. If a Product arrives at the Buyer’s location in a damaged condition and such Product was shipped on Haus Formula’s account, Buyer must (1) notify Haus Formula of such damage at the time of delivery, (2) provide pictures (or other visible evidence satisfactory to Haus Formula) and details of the damages in written form and (3) describe such damage on the delivery receipt. Haus Formula, in its sole discretion, will provide a replacement Product for Products damaged by the carrier at no charge to Buyer, provided, the Buyer shall be responsible for shipping costs. Buyer shall notify the end- customer that all packages and pallets must be inspected at time of delivery, and that damaged items must be noted and described on the delivery receipt. Freight carriers are responsible for any freight damage, and notations must be made on the delivery receipt for a freight carrier to accept any freight damage claim. Notwithstanding anything herein to the contrary, Buyer’s signature on the delivery receipt without notice to Haus Formula of any freight damage shall be deemed conclusive evidence that the Product was delivered to the Buyer or the end-customer, as applicable, with no freight damage. 4. Limitation on Actions and Liability. Except as specified herein to the contrary, neither Party shall be liable for special, incidental, indirect, consequential, punitive or exemplary damages of any type including lost revenue or profit.
ENTIRE AGREEMENT; WAIVER. The Purchase Order shall constitute the entire agreement between the Parties and shall supersede all prior and contemporaneous proposals, negotiations and counterproposals. The Parties intend for the Purchase Order to be a final expression of their agreement and a complete and exclusive statement of the terms and conditions thereof. Prior dealings between the Parties or usage of trade (whether before or after the date of the Purchase
Order) shall not be relevant to supplement or explain any term used in the Purchase Order. Acceptance or acquiescence in a course of performance rendered under the Purchase Order shall not be relevant to determine the meaning of the Purchase Order even though the accepting or acquiescing Party has knowledge of the nature of the performance or usage of trade and an opportunity for objection. Nothing in the Purchase Order shall be construed as creating any direct or beneficial right in or on behalf of any third party.
A Party’s failure to exercise or enforce any right in the Purchase Order, or any other right or privilege under law, or a Party’s waiver of any breach by the other, shall not constitute a waiver or modification of any terms, conditions, privileges or rights whether of the same or similar type, unless the Party gives such waiver in writing.