Terms and Conditions of Sale

  1. Controlling Document – Terra Vita Oils (“Terra Vita”) hereby accepts the Buyer’s order pursuant to and conditioned on the Buyer’s assent to the terms and conditions set forth herein, and Terra Vita agrees to furnish goods (the “Product” or “Products”) only upon these terms and conditions. This document constitutes the entire agreement between the parties. Differing terms and conditions shall require a separate written agreement. THE TERMS OF THIS AGREEMENT SHALL SUPERSEDE ANY CONFLICTING TERMS CONTAINED ON THE BUYER’S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY BUYER. No course of prior or current dealings between the parties and no usage of trade shall be relevant to, supplement, or explain any term nor shall course of prior or current dealings constitute a waiver of any of the terms contained herein. Photocopies, electronic copies, and facsimile transmissions of documents shall be effective as originals and shall be considered a “writing” between the parties. Buyer is deemed to have accepted the Terms and Conditions contained herein upon shipment of the Product. Any other information provided by Terra Vita , including information contained in a Safety Data Sheet (SDS), is subject to these terms and conditions. Buyer acknowledges that it has reviewed the applicable SDS available from Terra Vita prior to Buyer’s use of the Product, and Buyer acknowledges and agrees that the information contained in the SDS is provided subject to both these terms and conditions and the provisions set forth in the SDS.

 

  1. Prices and Taxes – Buyer shall pay Terra Vita the standard price for Product(s) listed by Terra Vita on the date Terra Vita ships the Buyer’s order or any price expressly quoted by Terra Vita in writing to the Buyer. Terra Vita reserves the right to change the price on future orders of Products. All prices listed or quoted shall be exclusive of delivery charges, taxes, customs, duties, or other customary shipping fees unless otherwise expressly stated. All special labeling requirements and/or changes may be subject to an applicable service fee.

 

 

  1. Shipment and Returns –

SHIPMENT – Terra Vita makes efforts to meet Buyer’s requirements for Product delivery whenever possible. However, any shipping, delivery, or processing dates as indicated by Buyer or Terra Vita are estimates only, and Terra Vita shall have no liability to Buyer for failure to complete delivery of an order by the date indicated or for any of Buyer’s incidental, indirect, or consequential damages arising from a delay. Terra Vita shall ship Product to Buyer F.O.B. Origin, with packaging and carriers as designated by Terra Vita , unless otherwise specified in writing between the parties. All orders canceled or modified by the customer prior to shipment may be subject to a 20% restocking fee. Terra Vita title to Product passes to Buyer upon delivery of Product to the carrier for shipment, with the carrier acting as Buyer’s agent. Buyer assumes the risk of loss for Product in transit and shall be responsible for obtaining insurance, if desired. For foreign shipments, Buyer assumes all risk and responsibility relating to entry of Product into the country of destination, and Terra Vita makes no warranties or guarantees relating thereto and shall have no liability relating thereto. Terra Vita  will not consider any claim for non-conforming Product or shortages (“Non-Conformances”) unless Buyer complies with the notice and authorization requirements set forth in paragraph 6.

RETURNS – Buyer may not return Product without Terra Vita s written authorization. If a return is authorized, Buyer shall return all non-conforming Product within 10 days after receipt of authorization and shall ship the Product F.O.B. Destination. All approved returns of conforming products are subject to a restocking charge of 20% computed at original invoice value. When retest is required, Buyer will be charged an additional $250.00 per Product lot. All Products sought to be returned must be within the lot expiry period and received no later than 45 days after originally shipped by Terra Vita . All returns must be sent to Terra Vita oils ,250 Executive Drive unit K

Edgewood NY 11717 unless otherwise directed by Terra Vita . All unauthorized returns will become the property of Terra Vita, and no credit will be issued. Product for which delivery is suspended pending payment by Buyer, as well as Product of which delivery is wrongfully rejected or not accepted by Buyer, shall be held and stored by Terra Vita at the risk and expense of Buyer. Special delivery terms may apply—contact Terra Vita for details.

 

  1. Terms of Payment – Payment for Product shall be due as of the payment date stated on Terra Vita invoice. Any overdue payment may be subject to a late payment charge of 1.5% per month (18% per year) or the highest amount permitted by law, whichever is less. Unless otherwise indicated in writing, each shipment shall be considered an independent transaction, and payment therefore shall be made accordingly. Invoiced freight charges include applicable shipping, handling, and processing charges. All orders are subject to the approval of Terra Vita credit department. If, in the judgment of Terra Vita , the financial condition of the Buyer at any time does not justify the continuance of shipment on the terms of payment specified, Terra Vita may require full or partial payment in advance. In the event of bankruptcy or insolvency of Buyer, or in the event of any proceeding brought by or against Buyer under insolvency laws, Terra Vita shall be entitled to cancel any order of the Buyer then outstanding and shall receive reimbursement from Buyer for Terra Vita s cost as of the date of cancellation. Buyer authorizes Terra Vita to investigate Buyer’s credit and financial standing. Buyer will supply any financial information reasonably requested by Terra Vita . Terra Vita agrees to hold such information confidential and reserves the right to require Buyer’s principals to guarantee payment on any order before, during, or after fulfillment of any order. Terra Vita shall maintain a priority purchase money security interest in the Product (and replacement) delivered hereunder and in the proceeds from the sale and disposition thereof, until Buyer has made payment in full for such Product. Buyer shall, upon request by Terra Vita, execute all documents (such as UCC-1) necessary to perfect such security interest in Product. Terra Vita has the right, upon demand, to repossess Product delivered hereunder if Buyer fails to make timely payment. All payments shall be made without any deduction and free of any set-off or other counterclaim.

 

Here’s the continuation of the Terms and Conditions of Sale with Jedwards International Inc. replaced by Terra Vita International LLC:

 

  1. Marking Requirements – All Products purchased from Terra Vita and repackaged must be marked in a conspicuous place as legibly, indelibly, and permanently as the nature of the container will permit in such a manner as to indicate the English name of the country of origin of the article to the ultimate purchaser in accordance with the requirement of 19 U.S.C and 19 CFR Part 134.

 

  1. Inspection – Buyer shall be responsible for inspecting and examining all Product shipped hereunder prior to acceptance. Buyer shall give Terra Vita written notice of rejection specifying the alleged Non-Conformance within five days following delivery to Buyer. Failure to provide such written notice of rejection within the five days of delivery shall be deemed to be acceptance of the Product by the Buyer as of the date of shipment. Any resale, commingling, alteration, or incorporation of the Product by the Buyer shall be deemed acceptance of the Product as of the date of shipment.

 

 

  1. Warranty – There are no express warranties hereunder. The liability of Terra Vita for any claim brought by the Buyer is limited, at Terra Vita option, solely to replace the Product, or apply an appropriate credit adjustment not to exceed the sales price of the Product to Buyer. If the claim is relative to Non-Conformance, Buyer is only entitled to the remedies listed above provided that (a) Terra Vita is notified in writing by Buyer within five days of receipt of the alleged Non-Conformance setting forth the alleged Non-Conformance, date of purchase, date of receipt, and invoice number; (b) Buyer shall set aside and hold such Product without further use or processing until Terra Vita  advises Buyer as to the proper disposition of the Product; and (c) unless shortage, the Products are returned to or inspected by Terra Vita, and Terra Vita determines that Non-Conformance exists, and was not caused by negligence, misuse, improper storage, or accident. Buyer shall have no right to “cover” by procuring substitute goods at the expense of Terra Vita .

Terra Vita HEREBY MAKES NO OTHER WARRANTY EXPRESSED OR IMPLIED. Terra Vita EXPRESSLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF Terra Vita . Terra Vita NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR Terra Vita  ANY LIABILITIES. UNDER NO CIRCUMSTANCES SHALL Terra Vita, ITS AFFILIATES, SUPPLIERS, SUBCONTRACTORS, OR AGENTS BE LIABLE TO THE BUYER OR ANY OTHER PERSON FOR ANY KIND OF SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGE, LOSS, OR EXPENSE.

Buyer’s remedies under this Agreement for any claim against Terra Vita shall be solely and exclusively limited to replacement of the Product or a credit not to exceed the sales price of the Product to the Buyer. Said choice of remedy shall be in the sole discretion of Terra Vita. This section sets forth the sole and exclusive remedy against Terra Vita. No action may be taken against Terra Vita for breach of this Agreement more than one year after the accrual of the cause of action.

 

  1. Intellectual Property – All specifications, designs, data methods, patterns, and ideas made, used, conceived, developed, or acquired by Terra Vita incident to its performance under this Agreement and all patent, trade-secret, know-how, copyright, trademark, or other proprietary right therein shall be the exclusive property of Terra Vita, and no part of the purchase price hereunder shall be deemed applicable to the acquisition of or licensing of the foregoing unless otherwise agreed to in writing by Terra Vita. No licenses to any intellectual property of Terra Vita (including use of trademarks and trade names) are granted to Buyer.

Terra Vita HEREBY MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER ABOUT THE NON-INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY. Terra Vita WILL NOT BE OBLIGATED TO DEFEND AND DOES NOT INDEMNIFY BUYER IN ANY WAY WHATSOEVER RELATING TO ANY THIRD PARTY’S INTELLECTUAL PROPERTY.

 

9.Force Majeure – Terra Vita shall be relieved of the performance of its obligations for the duration and to the extent that it is prevented in the performance of its obligations by reasons of force majeure. For purposes of this clause, force majeure is defined as circumstances or events which may not have been foreseen at the time of entering into this transaction, which are not the fault of Terra Vita, and which prevent the performance of all obligations hereunder and which are not capable of being remedied. Force majeure events include, but are not limited to, acts of God, acts of war, acts of the Government, acts of Buyer, inability to obtain necessary labor, materials, or manufacturing facilities, blockades, revolutions, industrial disputes, and commercial impracticality.

 

  1. Equal Employment Opportunity – Terra Vita represents that it does not discriminate against its employees or applicants for employment on the grounds of race, color, religion, sex, sexual orientation, national origin, or any other protected category. Terra Vita complies with Executive Order 11246.

 

  1. Indemnification – Buyer shall indemnify, defend, and hold Terra Vita, its employees, suppliers, and agents harmless from and against any and all liabilities, damages, injuries, claims (irrespective of the legal theory on which any claim is based), suits, judgments, causes of action, and expenses (including attorneys’ fees, court costs, and out-of-pocket expenses) suffered or incurred by Terra Vita as a result of any action or omission by Buyer, its employees, or agents.

 

  1. Assignability – Terra Vita may assign or subcontract all or any portion of its rights or obligations with respect to the sale of the Product or assign the right to payment without