California Spice Basket, Inc. 306 Lang Road, Burlingame, CA 94010 (650) 771-6100
Standard Terms and Conditions
1. Entire Agreement. These terms and conditions (“Agreement”) constitute the entire agreement between California Spice Basket,Inc (“Seller”) and Customer (“Buyer”), and no terms or conditions in any way adding to, modifying or otherwise changing the provisions stated herein shall be binding upon Seller unless made in writing and signed and approved by an officer of Seller. 2. Buyer’s Acknowledgment. Buyer acknowledges that this Agreement is in effect for any order placed after receipt of this Agreement. Acceptance of orders, whether oral or written, is based on the express condition that Buyer agrees to all of the terms and conditions contained herein. Acceptance of delivery by Buyer will constitute Buyer’s assent to these terms and conditions. 3.Pricing and Payment Terms. Buyer acknowledges that prices for manufactured goods quoted to Buyer were based upon the current prices for ingredients, supplies, materials, and services. Such price quotes are open for sixty (60) days or until notification of change by Seller, whichever shall first occur. Payment for all manufactured goods is due prior to production. All accounts shall be paid net in United States dollars to the address specified on the invoice within fifteen (15) to thirty (30) days after the products are invoiced.Buyer shall not have the right to set off against any amounts payable to Seller. Invoices are considered paid when payment is received by California Spice Basket or its bank. California Spice Basket is not responsible for payments sent to incorrect or fraudulent addresses of bank accounts. All payments of $100 or more are kindly requested by check or wire transfer. Credit cards can be accepted strictly for payments of $100 or less + credit card fee. Cash is also welcome. 4. Refunds and Return of Products. Buyer acknowledges that there is NO REFUND for the development of any products, including but not limited to blends, recipes.... Claims based upon defective manufactured goods or shortages are deemed waived if not made, in writing, within five (5) business days after the receipt of goods by the Buyer. No goods may be returned without Seller’s prior written consent, and Seller has the sole discretion as to whether to honor any claim made after such time period. We do not offer returns on custom blend (design) orders. Buyer agrees and acknowledges that the foregoing provision is an integral part of this agreement, and that seller would not have entered into this agreement in the absence of such provision. 5.Warranties and Limitation of Liability. SELLER WARRANTS THAT THE MANUFACTURED GOODS ARE MERCHANTABLE TO THE EXTENT THAT THEY ARE FREE OF DEFECTIVE WORKMANSHIP AND MATERIAL, UNKNOWN TO THE BUYER. SUBJECT TO SELLER’S CONTINUING COMMODITY GUARANTEE, THIS WARRANTY, WHICH IS GIVEN EXPRESSLY AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, CONSTITUTES THE ONLY WARRANTY MADE BY THE SELLER. THE BUYER ASSUMES ALL RISKS AS TO THE USE OF SUCH GOODS. BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S SOLE AND EXCLUSIVE LIABILITY ON ANY CLAIM, WHETHER IN TORT, CONTRACT OR WARRANTY, SHALL BE LIMITED TO REIMBURSEMENT OF THE PURCHASE PRICE PAID BY THE BUYER FOR THE DEFECTIVE MANUFACTURED GOODS, AND IN NO EVENT AND UNDER NO CIRCUMSTANCES WHATSOEVER SHALL THE SELLER BE LIABLE FOR INDEMNIFICATION OF BUYER OR ACCOUNT OF ANY CLAIM AGAINST BUYER OR LIABLE TO BUYER FOR ANY OTHER OR FURTHER DAMAGES WHATSOEVER, WHETHER DIRECT OR INDIRECT OR CONSEQUENTIAL OR INDIVIDUAL, IN ANY WAY RELATING TO THE MANUFACTURED GOODS AND/OR PERFORMANCE OF SELLER’S OBLIGATION TO BUYER. SELLER DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL OTHER WARRANTIES NOT MENTIONED ABOVE, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES OF TITLE OR NON- INFRINGEMENT, OR ANY WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES NOT EXPLICITLY STATED HEREIN. IN NO EVENT WILL SELLER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF REVENUE OR PROFIT, OR LOSS OF TIME OR BUSINESS) ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY, PRODUCTS LIABILITY OR NEGLIGENCE) OR OTHERWISE REGARDLESS OF WHETHER BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER IS NOT LIABLE TO BUYER OR ANY OTHER PERSON FOR FAILURE OR DELAY IN THE PERFORMANCE OF ANY OBLIGATION TO SELLER FOR DELIVERY OF MANUFACTURED GOODS DUE TO EVENTS BEYOND ITS REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD, LABOR DISPUTES, TRANSPORTATION DELAYS, FAILURE OR SHORTAGE OF INGREDIENTS, MATERIALS OR SUPPLIERS. 6. Specially Made Goods. Buyer acknowledges that all of the manufactured goods are specially made for Buyer and Buyer will accept delivery of all merchandise of that order The goods may vary from the specifications to the extent permitted by general industry practices. Upon termination of any order, Buyer shall accept and pay for all specially made goods then manufactured and pay for and reimburse all of Sellers expenses which it had incurred, to date of termination, for any incomplete orders. 7. Shipping. All shipping prices quoted are within the continental United States and all orders are FOB origin. Seller does not ship internationally – If Buyer desires an international shipment, Buyer is responsible for shipping, importing and ensuring the blends comply with all state, federal and local regulations. No modification of any of these terms will be affected by Seller’s shipment of products following receipt of Buyer’s purchase order, shipping request or similar forms containing printed terms and conditions conflicting or inconsistent with the terms herein. 8. Ownership. Buyer acknowledges that Buyer does not own the recipe of the manufactured goods. 9. Reservation of Rights. Seller reserves the right to refuse to make, create or use any package, with an image, language, quote, artwork or picture regardless of state or federal regulation. Seller reserves the right to refuse to make, create or manufacture any good or use any ingredient regardless of state or federal regulation. 10. Default By Buyer. If Buyer fails to pay any sum to the Seller when due, Seller may declare the entire account of the Buyer to Seller immediately due and payable, and withhold all manufactured goods and/or other property of Buyer in Seller’s possession as security for the payment of all monies due to Seller. 11. Risk of Loss. Risk of loss and damage to the goods passes to Buyer when Seller has completed the manufacturing and the goods are identified to the contract. Delivery of products to carrier shall be deemed delivery to Buyer, and thereupon title to such products, and risk of loss or damage, shall be Buyer’s. 12. Modification. Seller reserves the right to modify or amend the Terms & Conditions at any time. Once Buyer is provided with such modification or amendment, the terms shall be effective immediately. 13. Indemnification. Buyer will indemnify and agree to hold harmless Seller and its successors, assigns, officers, directors, shareholders, customers and agents, against any and all liabilities, losses, claims, expenses, costs, fines, fees, penalties, settlement payments, obligations or injuries, including those resulting from claims, actions, suits, demands, assessments, investigations, judgments, penalties, fines, awards, arbitration or other proceedings, together with reasonable costs and expenses, including reasonable attorney’s fees and expenses, incurred by Seller resulting from: a) any breach by Buyer of any representations, warranty, covenant or agreement, and b) any negligent or intentional acts or omissions by Buyer. Seller will indemnify and agrees to hold harmless Buyer and its successors, assigns, officers, directors, shareholders, customers and agents, against any and all liabilities, losses, claims, expenses, costs, fines, fees, penalties, settlement payments, obligations or injuries, including those resulting from claims, actions, suits, demands, assessments, investigations, judgments, penalties, fines, awards, arbitration or other proceedings, together with reasonable costs and expenses, including reasonable attorney’s fees and expenses, incurred by Buyer resulting from: a) any breach by Seller of any representations, warranty, covenant or agreement, and b) any negligent or intentional acts or omissions by Seller. 14. Severability. If any part or section of this Agreement is found to be unenforceable, such part or section will be stricken and not affect the validity of the remainder of this Agreement. 15. Governing Law and Venue Selection. This agreement shall be construed and governed by the laws of the State of California and any action based thereon or relating in any manner to the subject matter of this invoice shall be brought in a court of complete jurisdiction in the County of San Mateo, State of California