Terms & Conditions
Seller: S2Media (S2M)
Terms of Agreement: Seller's acceptance of any offer by Buyer to purchase the products is expressly conditional upon Buyer's assent to terms and conditions herein, unless expressly agreed upon in writing.
Time of Delivery: Sell shall have the right to specify the delivery date, but the deadline for placing orders for same day shipments is 2:00 pm (PST).
Delivery in Lots: Seller has the right to deliver all of the goods at one time or in portions from time to time. We will always do our best to meet your requirements, which should be included with your order.
Place of Delivery: The goods shall be delivered to the Buyers address specified at the time of order.
Method of Transfer: For all products that are temperature sensitive, Seller will ship the best way to ensure delivery within 2 days. For non-temperature sensitive products, Seller will ship ground unless otherwise specified by the Buyer.
Shipping Terms: General shipping terms are F.O.B. Destination, freight prepay and add. The Seller will pay for shipping and add the associated charges onto the Buyer's invoice. Seller retains title and risk of damage and loss while the goods are in transit. Seller selects the carrier. Claims for loss or damage attributable to the carrier are the Seller's responsibility. The Buyer must note visible damage and/or loss on the delivery receipt before signing for the shipment and report all claims to the Seller within 5 business days of the delivery shipment.
Freight Collect & Third Party Orders: Shipping terms for freight collect and third party orders are F.O.B origin, freight collect. This includes Buyers who use their own shipping accounts. Buyer assumes title and risk of loss or damage while the goods are in transit. The Buyer is entitled to route the shipment. Claims for damage and/or loss attributable to the carrier are the Buyer's responsibility.
Conditions: In addition to any legal standards excusing performance due to impracticability, Seller's duty to perform is expressly condition upon the market price of its raw materials not to exceed the Consumer Price Index and Seller's ability to obtain the necessary raw materials to fulfill its obligations.
Fore Majeure: Shipping dates are estimated and Seller shall not be liable for loss or damage due to delay in manufacture or delivery resulting from any cause beyond its reasonable control including, but not limited to, acts of nature (i.e. - earthquake, extreme weather conditions, floods, etc.) ware or threat of war, terrorist act, blockage, revolution, riot, civil commotion, fire, industrial action/strike, government action, embargo, unavailability of goods, default of suppliers, loss or breakdown of carrying vessel, and any delays resulting from any such cause shall extend the time for delivery correspondingly.
Amount of Price: The price to be paid by Buyer shall be that contained on the quote to the Buyer (valid through the expiration date) or on the price list last published at before the time of shipment. The prices set forth there do not include sales or use taxes, duties, fees, shipping, or handling charges. Buyer shall be invoiced those amounts at the time of shipment of the goods.
Time of Payment: Where credit is extended, payment is NET 30 days from the date of invoice. Unless Buyer is extended credit terms by the Seller, the Buyer shall pay for the goods prior to shipment. Buyer is responsible for a 1.5% finance charge per month on past due invoices and all expenses of collections, including reasonable attorney's fees.
Right of Inspection: Buyer shall accept the goods if the goods conform in all material respect to the specifications last published at before the time of goods shipment. If the goods fail to meet these specifications, Buyer shall notify Seller in writing during an inspection period, which shall be 5 business days following receipt of Buyer of such goods. The parties agree that Seller will either replace the goods or, alternatively, credit Buyer's purchase price for the merchandise upon its return, at Seller's option, and that this remedy is intended to be the sole and exclusive remedy of the Buyer.
Cancellation: An order placed and accepted by Seller can be cancelled only with Seller's consent and upon terms that will indemnify Seller against loss.
Limitation of Liability: The liability of Seller under this Agreement, whether in contract, tort, or otherwise, shall not, except as expressly provided herein, exceed Buyer's purchase price on which such a liability is based.
Exclusion of Damages: Seller hereby excludes and in no event shall be liable to buyer for special, indirect, or consequential damages, including but not limited to lost profits.
Warranty Grant: Seller grants the warranty last published at before the time of shipment of goods. Seller makes no other warranties to buyer, expressed or implied, and hereby expressly disclaims any warranty of merchantability or fitness for a particular purpose.
Shelf Life: Shelf life varies by product and is based upon stability studies. We will not sell products with fewer than 40 days remaining shelf life unless the Buyer has made arrangements to do so.
Product Returns: Except as otherwise provided with respect to the provisions to meet specifications during the inspection period and during the warranty period, Buyer shall not be permitted to return any products without obtaining (i) the written prior approval of Seller to return such products and (ii) a returned-material authorization (RMA) number issued by the Seller. All returned products will be credited at Buyer's purchase price. Returns must be received by Seller in original condition. Seller cannot accept returns of USP (United States Pharmacopoeia) designated products, materials that incur a hazmat fee, other Regulated (OR) items. Most refrigerated products will be deemed non-returnable. If a RMA is issued by Seller, Buyer shall have 14 calendar days from the date of delivery to return non-refrigerated items and 7 business days from the date of the delivery to return refrigerated goods. All refrigerated goods must be shipped by overnight delivery and are subject to a 25% restocking fee. Custom products are non-returnable.
Customer and Technical Advice: The advice of Seller's customer and technical staff is available to the trade, but Seller, not controlling or supervising the subsequent management of its products of their use after sales, does not warrant or guarantee such advice.
Applicable Law: This agreement is governed by the Uniform Commercial Code as adopted in the State of Washington.
Product Warranty: Seller represents and warrants to Buyer that all products shipped by Seller to Buyer, as of the date of such shipment, shall conform in all material respect to the specifications last published by S2M before the time of shipment of the product. Seller makes no other warranties to buyer, express or implied, and hereby expressly disclaims any warranty of merchantability or fitness for a particular purpose. This warranty lasts for a period of six months from the time of shipment, except for products that have an expiration date, in which case the warranty lasts until the expiration date.
This warranty does not cover any claims, actions, losses, damages, demands, liabilities, costs or expenses, including attorney's fees or expenses, whether a suite or other proceeding is initiated or not, which may arise from, but not limited to, the following events: (1) misrepresentations made by Buyer, (2) any neglect by Buyer or end-users, (3) Buyer's or end-users; use of products not in compliance with published specification thereto or not for the intended purposes, (4) Buyer's or end-users' modification or alterations of products, (5) damage from Buyer or end-user misuse, or operation outside of the environmental specifications for the products, or (6) any other act, or failure to act, not in accordance with the terms and conditions of this warranty by Buyer. Seller hereby excludes and in no event shall be liable to buyer for special, indirect, or consequential damages, including but not limited to lost profits.
This warranty provides that the Seller will either replace the merchandise upon its return or, alternatively, credit Buyer's purchase price for the merchandise upon its return, at Seller's option, and that this remedy is intended to be the sole and exclusive remedy of Buyer. In order to be eligible under this warranty, all problems must be reported to Seller in writing within 5 business days after it becomes apparent while the warranty lasts, provided an opportunity is afforded for examination of the purchase by Seller.
This warranty shall be governed by the Uniform Commercial Code as adopted in the State of Washington.