Terms & Conditions of Sales
These Terms and Conditions of Sales (“Terms of Sale”) govern the sale by Garnea, LLC (the “Company”) of product through the www.wellafoods.com website (the “Website”) to purchasers for resale.
These Terms of Sale apply to all sales of the Company’s services and products offered on the Website to a purchaser (the “Purchaser”) for resale, and, together with the Terms and Conditions, constitutes the complete and final agreement between the Company and the Purchaser with respect to products sold through the Website. If any conflict between any other terms of sale shall exist, these Terms of Sale shall control.
Invoices and Payment
Payment is due upon ordering of Services or Products. The Company may withhold or cancel scheduled shipments at any time that any portion of Purchaser’s payment or account with the Company is overdue.
Delivery of Services or Products to a carrier at the Company’s loading point shall constitute deliver to Purchaser. Regardless of shipping terms or freight payment, all risk of loss or damage in transit shall be borne by Purchaser. Claims for shortages or other errors in delivery must be made immediately after receipt of a shipment. The Company shall not be liable for any damages as a result of any delay or failure to deliver due to any cause beyond the Company’s control, including without limitation, any act of God, act of Purchaser, embargo or other government act, regulation or request, fire, accident, strike, slowdown, war, riot, act of terrorism, delay in terrorism, or delays by the Company’s suppliers.
Taxes and Other Charges
Any tax, fee or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between the Company and the Purchaser, exuding business income or franchise taxes imposed on the Company, shall be paid by the Purchaser in addition to the prices quoted or invoiced.
The Company may, in its sole discretion and without notice or other obligation to Purchaser, make such changes to its products at the Company deems appropriate. The Company may also at any time discontinue the offering of any product without notice or other obligation to the Purchaser.
The Company represents and warrants that the Services and Products sold through the Website will be of good and merchantable quality and free from defects. The Company shall, in its sole option, replace or refund the purchase price of any defective products.
SELLER HEREBY EXCLUDES ANY AND ALL OTHER WARRANTIES OF ANY NATURE OR KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
REPLACEMENT OR REFUND SHALL BE THE COMPANY’S SOLE LIABLITY AND PURCHASER’S SOLE REMEDY WITH REGARD TO DEFECTIVE PRODUCTS. IN NO EVENT SHALL THE COMPANY BE LAIBLE FOR ANY OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES LOST PROFITS, OR OTHER OUT OF POCKET COSTS, WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABLITY) OR OTHER THEORIES OF LAW FOR SALES MADE TO THE PURCHASER.
Exchanges or Returns
The purchase of all Services and Products is subject to the Company’s Return Policy.
Compliance with Laws
The Purchaser shall ensure that all Services and Products purchased by the Purchaser from the Company are sold in compliance with all laws, statues, regulations, judicial or governmental restriction, codes and ordinances. Purchaser shall immediately provide the Company a copy of all communications received from or sent to any regularity body that pertains to the Services or Products purchased by the Purchaser from the Company. The Purchaser shall be responsible to and shall defend indemnity and hold the Company and its affiliates harmless from any claims made for products purchased by the Purchaser and resolve in violation of this section.
Choice of Law/Venue
These Terms of Sale shall be construed in accordance with the laws of the State of Texas without regard to its conflict of laws. Any lawsuit between the Parties arising out of these Terms of Sale or is otherwise related to or arising from the sale of Services or Products must be brought in a state or federal court located in Caldwell County, Texas.