Amavi, LLC (“Seller”) agrees to sell to you (“Purchaser”) the goods listed on the Invoice (hereinafter the “Goods”) according to the following terms and conditions. Unless Seller agrees otherwise in writing, the sale of any Goods to Purchaser is limited to and expressly made conditional on Purchaser’s assent to the terms and conditions of sale contained herein, which supersede and reject all prior agreements, representations, discussions or negotiations, whether written or oral, with respect hereto, and any conflicting terms and conditions contained in any purchase order or other writing by Purchaser, regardless of whether Purchaser purchases products through any media means, including but not limited to written purchase orders, electronic orders, acknowledgements, confirmations, or other writings from Purchaser. Any additional or conflicting terms and conditions contained in, attached to, or referenced by Purchaser’s purchase order shall have no effect on the purchase of any such Goods by Purchaser and are expressly rejected.
1. Price. All prices for future shipments are subject to change or withdrawal without notice and all shipments will be at Seller’s prices in effect on the date of shipment. Prices do not include sales, use, excise, privilege or any similar tax levied by any government, and Purchaser shall pay any and all such applicable taxes. Upon the request of Seller, Purchaser shall provide Seller a tax exemption certificate acceptable to the appropriate taxing authorities.
2. Transportation and Delivery: All costs of transportation, insurance and other related expenses are the sole responsibility of Purchaser unless otherwise agreed to in writing by Seller. The weight of all products shall be determined as of the shipping point. Any claims where payments are made directly to the carrier (“Freight Collect”) or shipments are paid by a third party (“Third Party Shipments”) for lost, damaged, stolen or otherwise imperiled Goods during shipment are Purchaser’s sole responsibility and shall be made by Purchaser. Claims for “Prepaid” shipments must be filed with the carrier through Seller. Seller shall have no liability whatsoever, directly or indirectly, for any delivery that is delayed or fails for any reason, including, without limitation, labor difficulties, shortages, strikes or stoppages of any sort, acts of God, civil insurrection, wars, riots, strikes, terrorist acts, embargoes, fires or other casualties, equipment breakdown, accidents, inability to obtain containers, raw material or transportation, or any other causes. Any date nominated by Seller for delivery is intended to be an estimate and Seller shall not be liable for any loss or damage whether arising directly or indirectly from delays in delivery.
3. Terms of Payment. All sums due shall be paid in U. S. Dollars and shall be made at the time Purchaser places an order for the Goods with Seller, without withholding, deduction or set-off. Seller may cancel or delay delivery of any Goods supplied to Purchaser in the event of an arrearage in Purchaser’s account.
4. Purchaser’s Claims. Claims in respect of shortages in Goods or damage to or defect in the Goods or any part thereof must be notified to both the carrier and the Seller in writing not later than the third (3rd) day following the date of delivery of such Goods. Non-delivery of Goods must be notified to the Seller in writing within fourteen (14) days of the date of the Seller’s invoice relating to such Goods. All other complaints, claims, or notices shall be considered timely if made within thirty (30) days after Purchaser discovers or learns of the existence thereof, provided that all claims shall be submitted within ninety (90) days of the date of delivery of the Goods. Goods which are the subject of a claim may only be returned to Seller at Seller’s request. In such event, the Seller’s record as to the quantity of Goods actually received and their condition on return shall, in the event of dispute, be conclusive and binding on Seller and Purchaser. If Purchaser fails to give the aforesaid notice of a claim, the Goods shall be deemed to be in all respects in accordance with and conform to the order and Purchaser shall not be entitled to reject the Goods and shall be bound to pay for the Goods as if the Goods had been delivered without shortage, damage or defect.
5. Seller’s Disclaimer of Warranty. SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS OF THE GOODS FOR ANY PARTICULAR PURPOSE, AND SELLLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS. SELLER DOES NOT WARRANT THE SUITABILITY OF THE GOODS FOR THEIR INTENDED USE BY PURCHASER. SELLER SHALL NOT IN ANY EVENT BE LIABLE FOR INCINDENTAL OR CONSEQUENTIAL DAMAGES.
6. Indemnification. Purchaser assumes complete responsibility for, and agrees to defend, indemnify and hold Seller and its officers, directors, employees, agents, insurers, and attorneys harmless from and against all damages, losses, adverse judgments, penalties, fines, costs, amounts paid in settlement, expenses, and fees, (including, without limitation, fees and expenses of investigation, witnesses, and attorneys and court costs expenses) (collectively, “Indemnification Claims”), resulting or in any manner arising from or in any way because of injury to any person or any property damage, arising out of the handling, transportation, storage, possession, or other use of the Goods by the Purchaser after the Goods are delivered to a common carrier at their shipping point, whether or not such products are handled, stored or used singularly or in conjunction with other products. Provided, however, Purchaser shall not be liable to Seller for Indemnification Claims resulting solely from the gross negligence of Seller. All of the foregoing indemnification obligations are in addition to, and not in derogation of, any statutory, equitable, or common law right or remedy Seller may have for breach of representation, warranty, statement or covenant or otherwise may have under these terms and conditions or other documents. This indemnification provision shall be a continuing agreement and shall survive payment of all obligations of Seller under these terms and conditions and/or termination of these terms and conditions.
7. Limitations on Liability; Statute of Limitations. Seller’s liability to Purchaser on any claim for any loss or damage arising out of, or in connection with Purchaser’s order of the Goods or breach thereof, shall in no case exceed the purchase price as reflected on the Seller’s invoice for the Goods (or any unit thereof) which give rise to such claim. In no event shall Seller be liable to Purchaser for special, incidental, indirect, punitive, or consequential damages whatsoever, nor for penalties of any description. Any action resulting from any breach or failure to perform by Seller hereunder must be commenced within one year after the cause of action has accrued.
8. General Provisions. These terms and conditions represent the entire agreement with respect to the terms and conditions of sale. No modification of these terms and conditions shall be binding upon Seller unless made in writing and signed by a duly authorized agent of Seller. A waiver by Seller of any breach or default by Purchaser of any of these terms and conditions shall not be deemed to be a continuing waiver or a waiver of any other breach or default of any other term or condition, but shall apply solely to the instance for which the waiver is directed.
9. Applicable Law. The construction and enforceability of these terms and conditions shall be governed and controlled by the laws of the State of Georgia. Seller and Purchaser hereby consent to the Superior Court of Whitfield County, Georgia as the exclusive venue for any action arising from this agreement and hereby waive any and all personal rights under the law of any jurisdiction to object on any basis (including, without limitation, inconvenience of forum) to jurisdiction or venue within Whitfield County, Georgia.
10. Attorneys' Fees. If either party brings an action to enforce these terms and conditions, the prevailing party shall recover the reasonable costs and expenses incurred by it in connection with the action or proceeding, including reasonable attorneys' fees.
11. Assignment. These terms and conditions shall be binding upon and inure to the benefit of the successors and assigns of the parties, but no interest of either party shall be assigned, subcontracted or otherwise transferred in any way without the prior written consent of the other party.
12. Severability. The provisions of these terms and conditions will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided, however, that if any provision of these terms and conditions, as applied to any party or to any circumstance, is judicially determined not to be enforceable in accordance with its terms, the parties agree that the court judicially making such determination may modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its modified form, such provision will then be enforceable and will be enforced.
13. Purchaser’s Conduct. Purchaser shall not make any representations, warranties, guarantees, indemnities, similar claims, or other commitments (including, without limitation, any health or medical claims regarding the Goods) on behalf of Seller without Seller’s written consent, and Purchaser shall not engage in any unfair, disparaging, misleading, or deceptive practices regarding the Goods.
14. Amendment. Seller may unilaterally modify these Terms and Conditions by uploading new terms and conditions on Seller’s website from time to time. All other amendments may only be made in writing signed by both the Seller and Purchaser.
FDA DISCLAIMER: THIS STATEMENT HAS NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION. THIS PRODUCT IS NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE. THE EFFECTIVENESS OF ANY OF THESE GOODS HAS NOT BEEN CONFIRMED BY FDA-APPROVED RESEARCH. ANY AND ALL INFORMATION PRESENTED ON THIS SITE IS NOT MEANT AS A SUBSTITUTE FOR OR ALTERNATIVE TO INFORMATION FROM HEALTHCARE PRACTITIONERS. PLEASE CONSULT YOUR HEALTHCARE PROFESSIONAL ABOUT POSSIBLE INTERACTIONS OR OTHER POSSIBLE COMPLICATIONS BEFORE USING ANY GOODS. THE FEDERAL FOOD, DRUG, AND COSMETIC ACT REQUIRES THIS NOTICE.
The information provided on the Amavi, LLC website is not intended to provide medical advice or instruction. Amavi, LLC does not make any health claims or claims about the benefits of the Goods sold on its website. Therefore, Purchaser is encouraged to consult with a medical doctor or physician before using any Goods purchased from Amavi, LLC or preparing any treatment plan for any illness, disease or ailment. It is especially important for people who are: pregnant, nursing, chronically ill, elderly, under 18, taking prescription or over the counter medicines. Amavi, LLC shall not be liable for the improper use or consumption of its Goods. By purchasing the Goods, Purchaser understands that the Goods contain CBD. This statement has not been evaluated by the food and drug administration. This product is not intended to diagnose, treat, cure, or prevent any disease.