BINDING TERMS AND CONDITIONS OF SALE
The following are the terms and conditions (“Terms and Conditions”) for the sale of products (“Products”) by DH Labs, Inc. (“DH Labs”) to DH Labs’ customers (“Customers”).
1. ACCEPTANCE AND CANCELLATION OF ORDERS
All orders are subject to acceptance in writing by DH Labs or a duly authorized agent of DH Labs. Any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted by DH Labs may be cancelled by Customer upon written consent of DH Labs provided such order has not processed for production and/or shipped. Orders may not be canceled or rescheduled after the order has been submitted by DH Labs to the shipment carrier. DH Labs reserves the right to allocate sales and limit quantities of selected Products among its customers in its sole discretion. Product specifications and availability are subject to change without prior notice.
Returns are normally accepted when completed within 30 days of the ship date. If DH Labs agrees to accept a return, return freight charges must be prepaid by customer. DH Labs will not accept COD shipments. All items must be in the original packaging and in resalable condition. Contact DH Labs for a Return Materials Authorization Number and addressing instructions prior to returning product.
1b. Counterfeit Product Prevention Clause
Only products originally shipped from DH Labs will be returned to DH Labs. All others will be promptly quarantined and disposed of or returned to the customer. By a Customer returning products to DH Labs, the Customer certifies that the products were purchased from DH Labs and there has been no substitution in whole or part of same product from another supplier, distributor or other such source of the product. The return should be in the original packaging, in unused condition (except defective).
Orders are billed at the prices in effect at the time of purchase. Prices will be as specified by DH Labs and will be applicable for the period the order is in process. The website reflects the latest pricing information available at the time of printing. Prices shown in the website are subject to change without notice. Prices are subject to increase in the event of an increase in DH Labs’ costs or other circumstances beyond DH Labs’ reasonable control. Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value-added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent’s and broker’s fees, bank fees, consular fees, and document fees.
3. TERMS OF PAYMENT
All payments must be made in the currency billed on the original invoice using PayPal.
Credit cards accepted through PayPal include major credit cards, purchase cards, and major bank debit cards including MasterCard, VISA, Diners Club, Discover, and American Express. Credit Card billing information must be verified on new customers prior to shipment of order.
3.1 TERMS OF PAYMENT
For All Orders
Customer agrees to pay the entire net amount of each invoice from DH Labs pursuant to the terms of each such invoice, without offset or deduction. Orders are subject to credit approval by DH Labs, which may in its sole discretion at any time change the terms of Customer’s credit and/or require payment of any or all amounts due or to become due for Customer’s order before shipment of any or all of the Products. If DH Labs reasonably believes that the Customer’s ability to make payments may be impaired or if Customer fails to pay any invoice when due, DH Labs may suspend delivery of any order or any remaining balance thereof, until such payment is made or cancel any order or any remaining balance thereof.
4. SALES TAX
When required by law DH Labs will collect Federal, State and/or Local sale, use, excise, and other taxes that apply to a Customer’s shipment. These taxes are in addition to the purchase price of the Products subject to an order. Customer will remit the correct tax unless customer is tax exempt and DH Labs has a valid signed tax exemption certificate on file.
All applicable VAT, PST, HST, and/or GST charges along with brokerage fees will be the responsibility of the Customer and due at the time of delivery.
5. LIMITATION OF LIABILITIES
IN NO EVENT SHALL DH LABS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer’s recovery from DH Labs for any claim shall not exceed the purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD DH LABS HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY DH LABS AND INCORPORATED INTO THE CUSTOMER’S PRODUCT.
6. STATEMENTS AND ADVICE
If statements or advice, technical or otherwise, are offered or given to Customer, such statements or advice will be deemed to be given as an accommodation to Customer and without charge. DH Labs shall have no responsibility or liability for the content or use of such statements or advice.
7. FORCE MAJEURE
DH Labs will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. DH Labs’ time for delivery or performance will be extended by the period of such delay or DH Labs may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Customer.
8. EXPORT CONTROL
DH Labs is committed to compliance with all U.S. Export Regulations and Laws. DH Labs will not sell or ship to countries embargoed by the U.S. Treasury Office of Foreign Asset Control (OFAC). DH Labs will not sell or ship to individuals or organizations identified by the U.S. Treasury as Specially Designated Nationals and Blocked Persons. DH Labs will not sell or ship products prohibited under Export Administration Regulations to individuals or organizations identified by the U.S. Department of Commerce, Bureau of Industry and Security (BIS). DH Labs will not seek export licenses pursuant to Export Administration Regulations. DH Labs participates in BIS Export Enforcement and OFAC transaction reporting. The sale, resale or other disposition of Products, and any related technology or documentation, are subject to the export control laws, regulations and orders of the United States and may be subject to the export and/or import control laws and regulations of other countries. Customer agrees to comply with all such laws, regulations and orders. Customer further acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Customer acknowledges its responsibility to obtain any license to export, re-export or import as may be required.
The Terms and Conditions may not be modified or cancelled without DH Labs’ written agreement. Accordingly, goods furnished and services rendered by DH Labs are sold only on the terms and conditions stated herein. The sale of Products hereunder will be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any order purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party affecting the purchase and/or sale of Products. Notwithstanding any terms and conditions on Customer’s order, the information and conditions on the PayPal transaction are controlling over Customer and DH Labs. The Terms and Conditions will be governed by and construed in accordance with the laws of the state of Texas and the applicable laws of the United States.