Website Terms of Sale
(Parts and Accessories, Bottles, Apparel, Consulting Services)
1. These Terms of Sale (“Terms”) apply to the online sale and purchase of the parts and consumables (“Parts”), third party Accessories (“Accessories”), juice bottles (“Bottles”), hats and clothing (“Apparel”), and printed materials (“Printed Materials”) (collectively, the “Products”) and consulting services (“Services”) by a customer (“Buyer”) on Seller’s website www.goodnature.com (the “Website”). By placing an order for these Products from the Website, Buyer accepts and is bound by these terms. These terms are subject to change by Goodnature Products, Inc. (“Seller”) without notice at any time, in Seller’s discretion. The latest version of these Terms will be posted on this Website, and Customer should review these Terms before purchasing any Product available through this Website. These Terms do not govern the sale and purchase of Seller’s juicers or pasteurizers, which are covered by separate purchase and sale agreement(s).
2. Order Acceptance and Cancellation. Buyer agrees that its order is an offer to buy, under these Terms, all Products and/ or Services listed in its order. All orders must be accepted by Seller or Seller will not be obligated to sell the Products and/or Services to Buyer. Seller may choose not to accept any orders in Seller’s sole discretion. After having received Buyer’s order, Seller will send a confirmation email with the order number and details of the items ordered. Acceptance of Buyer’s order and the formation of the contract of sale between Goodnature Products, Inc. and Buyer will not take place unless and until Buyer has received the order confirmation email.
3. Prices and Payment Terms.
(a) All prices posted on this Website are subject to change without notice. The price charged for a Product or Service will be the price in effect at the time the order is placed and will be set out in the order confirmation email. Price increases will only apply to orders placed after such changes.
(b) Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to Buyer’s merchandise total and will be itemized in Buyer’s shopping cart and in Buyer’s order confirmation email.
(c) Seller is not responsible for pricing, typographical, or other errors in any offer and Seller reserves the right to cancel any orders arising from such errors.
(d) Terms of payment are within Seller’s sole discretion and payment must be received by Seller before Seller’s acceptance of an order. Seller accepts payment via major credit card, check, or wire transfers for all purchases or purchase order for approved accounts. Buyer represents and warrants that (i) the credit card information Buyer supplied to Seller is true, correct, and complete, (ii) Buyer is duly authorized to use such credit card for the purchase, and (iii) Buyer will pay charges incurred by Buyer at the posted prices, including all applicable taxes, if any.
4. Shipments; Delivery; Title and Risk of Loss.
(a) Seller will arrange for shipment of the products to Buyer. Please check the individual product page for specific delivery options. Buyer will pay all shipping and handling charges specified during the ordering process.
(b) Title and risk of loss pass to Buyer upon delivery.
(c) Shipping and delivery dates are estimates only and cannot be guaranteed. Seller is not liable for any delays in shipments.
5. Returns and Refunds.
(a) Parts & Accessories. Seller will accept a return of the parts, accessories and bottles for a refund of the purchase price, less the original shipping and handling costs, provided such return is made within 30 days of delivery and provided such products are returned in their original unopened and boxed condition. All returns are subject to at least a 15% restocking fee.
(b) Apparel. Seller will accept a return of apparel for a refund of Buyer’s purchase price, less the original shipping and handling costs, provided such return is made within 30 days of delivery and provided such apparel returned in undamaged condition.
(c) Consulting Services. Consulting services are non-cancellable and non-refundable after consulting services have begun.
(d) Printed Materials. All printed materials are non-returnable and non-refundable.
(e) Bottles. All bottles are non-returnable and non-refundable.
For all returnable materials (Parts, Accessories, Bottles and Apparel), Buyer is responsible for all shipping and handling charges on returned items. Buyer bears the risk of loss during shipment. Seller therefore strongly recommends that Buyer fully insure its return shipment against loss or damage and that it use a carrier that can provide Buyer with proof of delivery for its protection.
To return products, Buyer must call 1-800-875-3381 or email Seller’s Returns Department at [email protected] to obtain a Return Merchandise Authorization (“RMA”) number before shipping the product. No returns of any type will be accepted without an RMA number.
Refunds are processed within approximately three business days of Seller’s receipt of the merchandise. Buyer’s refund will be credited back to the same payment method used to make the original purchase on the Website.
6. Intellectual Property Use and Ownership. Buyer acknowledges and agrees that:
(a) All uses on this Website of the terms “sell,” “sale,” “resell,” “resale,” “purchase,” “price” and the like with respect to Printed Materials purchased on the Website or materials provided in connection with Seller’s consulting services (collectively, “Proprietary Materials”) mean the purchase or sale of a license. Upon payment in full for such Proprietary Materials, Buyer is hereby granted a non-transferrable, non-sublicensable, non-exclusive, world-wide, revocable (for breach or non-payment) license to display such Proprietary Materials for its internal business use only. Buyer agrees that Buyer may not reproduce, modify, sell, or prepare derivative works from such Proprietary Materials without Seller’s prior written consent. Buyer will not cause, induce or permit others’ noncompliance with the terms and conditions of this license.
(b) Seller is and will remain the sole and exclusive owners of all intellectual property rights in and to the Proprietary Materials made available on this Website and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, and trademarks and other intellectual property rights, subject only to the limited license granted herein or under the product’s or service’s license agreement. Buyer does not and will not have or acquire any ownership of these intellectual property rights in or to the Proprietary Materials made available through this Website, or of any intellectual property rights relating to those Proprietary Materials.
(a) Seller warrants to Buyer that for a period of 12 months from the date of delivery of the Products (“Warranty Period”), that such Products will be free from defects in material and workmanship. Seller further warrants that it shall perform the Services, if any, using personnel of required skill, experience and qualifications in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under these Terms.
(b) Seller’s warranty set forth in Section 7(a) shall not apply to any Product components that experience normal wear and tear such as: press bags, press racks, grinder blades, grinder discs, shredder discs, pressing chambers, filter bags, bag connectors, funnels, juice trays, juice buckets, juice collection funnels, vibration pads, bag connectors, press racks, rubber seals, backing plates, hopper knobs, and hopper gaskets.
(c) IN THE EVENT OF ANY BREACH OF THE LIMITED WARRANTY IN SECTION 7(A), SELLER’S SOLE OBLIGATION SHALL BE EXCLUSIVELY LIMITED TO, AT THE OPTION OF SELLER, FOR PRODUCTS (I) REPAIR OR REPLACEMENT, OF ANY PARTS THAT SELLER DETERMINES TO HAVE BEEN DEFECTIVE, OR A FULL REFUND OF THE PURCHASE PRICE UPON RETURN OF THE PRODUCT(S) TO SELLER, OR (II) FOR SERVICES, REPERFORMANCE OF THE SERVICES OR A REFUND OF THE PRICE OF SUCH SERVICES. In the event that Seller elects to repair or replace any parts that Seller has determined to be defective, and Seller has agreed that Buyer may (at Seller’s expense) hire or otherwise engage a third party technician in connection with such repair or replacement work, then in such case such third party technician must: (i) be approved by Seller; and (ii) communicate with the Seller employee-technician prior to commencing any such work and shall follow the instructions of the Seller employee-technician.
(d) EXCEPT FOR THE WARRANTY SET FORTH IN 7(A) ABOVE, SELLER MAKES NO OTHER WARRANTIES WITH RESPECT TO ANY PRODUCT(S), WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY AND/OR THOSE ARISING BY STATUTE OR OTHERWISE BY LAW OR FROM ANY COURSE OF DEALING OR USE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. SELLER DOES NOT WARRANT OR GUARANTY THAT BUYER WILL REALIZE ANY RESULTS BY VIRTUE OF THE USE OF THE PRODUCTS OR SERVICES. ANY ORAL OR WRITTEN STATEMENT, INFORMATION OR ADVICE GIVEN OR MADE BY SELLER OR ANY OF ITS EMPLOYEES, AGENTS, REPRESENTATIVES OR DISTRIBUTORS ABOUT THE PRODUCTS OR THE PERFORMANCE OF THE PRODUCTS: (A) SHALL NOT CONSTITUTE A SELLER REPRESENTATION OR WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTY; (B) SHALL NOT BE RELIED UPON BY BUYER OR ANY OTHER PERSON; AND (C) IS NOT A PART OF THE WARRANTY.
(e) Seller shall not be liable for a breach of the warranties set forth in Section 7(a) unless: (i) Buyer gives written notice of the defective Products or Services, as the case may be, reasonably described, to Seller within one year from Seller’s delivery of the Products or Services; (ii) if applicable, Seller is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 7(a) to examine such Products and Buyer (if requested to do so by Seller) returns such Products to Seller’s place of business at Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer’s claim that the Products or Services are defective. The Seller shall not be liable for a breach of the warranty set forth in Section 7(a) if: (i) Buyer makes any further use of such Products after giving such notice; (ii) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products; or (iii) Buyer alters or repairs such Products without the prior written consent of Seller.
(f) Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Products. Third Party Products are not covered by the warranty in Section 7(a). For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY: (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. Third Party Products furnished by Seller will be repaired or replaced as Buyer’s sole remedy, but only to the extent provided in and honored by the original manufacturer’s warranty for such Third Party Product.
(g) THE REMEDIES SET FORTH IN THIS SECTION 7 SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND THE SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 7A.
8. Shelf Life and Food Safety Disclaimer. Seller provides no warranty regarding shelf life or food safety related to any food or beverage products created through use of its Products or Services. It is Buyer’s responsibility to ensure food safety and comply with all applicable laws and regulations concerning food safety. Seller is not responsible for any damage or loss, medically or otherwise, resulting from Buyer’s products or ingestion of juices prepared by Buyer using Seller’s Products or Services (including, without limitation, any recipes or guidelines).
9. Indemnification. Buyer agrees to defend, indemnify, and hold harmless Seller and each of its affiliates and each of their respective directors, officers, managers, members, employees, agents, successors and assigns (collectively, “Indemnified Parties”) against damage, loss, liability, cost or expense (including reasonable attorneys’ fees) incurred by any Indemnified Party arising out of or resulting from any third party claim arising out of or relating to any products sold by Buyer.
10. Limitation of Liability.
(a) IN NO EVENT SHALL SELLER, ITS AFFILIATES OR EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS (COLLECTIVELY DEFINED AS “GOODNATURE PRODUCTS, INC. GROUP”) BE LIABLE FOR, AND BUYER SHALL DEFEND, INDEMNIFY AND RELEASE GOODNATURE PRODUCTS, INC. GROUP FROM AND AGAINST ANY EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (COLLECTIVELY DEFINED AS “CONSEQUENTIAL DAMAGES”), WHETHER FORESEEABLE OR NOT, INCLUDING WITHOUT LIMITATION, THIRD PARTY CHARGES AND COSTS, LOST PROFITS, PRODUCT, PRODUCTION, BUSINESS OR BUSINESS OPPORTUNITY,
(b) SELLER’S MAXIMUM LIABILITY TO BUYER WITH RESPECT TO THE PRODUCT(S) AND SERVICES SHALL IN NO EVENT EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE PRODUCT(S) OR SERVICES THAT ARE THE SUBJECT OF THE APPLICABLE CLAIM.
(c) The limitation of liability set forth in this Section 10 shall apply to the maximum extent permitted by law.
11. Products For Export. If the ultimate destination of the Products is outside of the United States, the parties agree that Convention on the Contracts for the International Sale of Goods does not apply in any way to this Agreement, Buyer shall comply with all export and import laws of all countries involved in the sale of Products and Services under this Agreement. Buyer assumes all responsibility for shipments of Products requiring any government import clearance. Buyer will not take, and will not solicit Seller to take, any action which would violate any anti-boycott or any export or import statutes or regulations of the United States or other governmental authorities and shall defend, indemnify, and reimburse Seller for any loss or damage arising out of or related to such actions.
12. Force Majeure. Seller shall not be liable to Buyer for any breach of this Agreement to the extent any such breach is due to any cause which is beyond the reasonable control of Seller, including fire, explosion, flood, or other acts of God; acts, regulations, or laws of any government; war, terrorist threats or acts, or civil commotion; strike, lock-out or labor disturbances; failure to procure labor; inability or delay in procuring adequate or suitable materials; power outage; telecommunication breakdown; or restraints or delays affecting carriers.
(a) Governing Law; Jurisdiction/Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without reference to conflicts of law principles. For purposes of litigating any claim or dispute arising from or related to this Agreement, the parties irrevocably submit and consent to the exclusive jurisdiction and venue of the New York State courts located in Erie County, New York, or of any federal court located in the Western District of New York, and agree that such litigation shall be conducted before those courts, and expressly waive all rights to challenge the jurisdiction and venue of those courts.
(b) Partial Invalidity or Waiver. The waiver of any breach of any provisions of this Agreement by either party shall not operate or be construed as a subsequent waiver by either party of any term or condition of this Agreement. In case any one or more of the provisions contained in this Agreement shall, for any reason, be declared invalid, illegal or unenforceable, such declarations shall not affect any other provisions of this Agreement, but, shall be interpreted, without such unenforceable provision or portion thereof so as to give effect, in so far as possible, to the original intent of the parties and shall otherwise be enforceable to the fullest extent permitted by law.