GENERAL TERMS AND CONDITIONS OF SALE
This General Terms and Conditions of Sale (“Agreement”) is an agreement containing the terms and conditions that apply to purchases of dietary supplements (“Products”) from Sancilio & Company, Inc. ("Sancilio & Company, Inc."). The person or entity purchasing dietary supplements from Sancilio & Company, Inc. is defined herein as the ("Purchaser"). This Agreement applies to all orders for products sold by Sancilio & Company to Purchaser in the United States. By accepting delivery of the products described on that invoice, Purchaser agrees to be bound by and accepts these terms and conditions. Acceptance of this Agreement is an express condition of sale by Sancilio & Company, Inc. to Purchaser and Purchaser expressly agrees to be bound by the Agreement.
THESE TERMS AND CONDITIONS APPLY UNLESS THE PURCHASER HAS SIGNED A SEPARATE FORMAL PURCHASE AGREEMENT WITH SANCILIO & COMPANY, INC., IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN.
These terms and conditions are subject to change without prior written notice at any time, in Sancilio & Company, Inc.'s sole discretion, terms and conditions of Agreement as they existed at time of purchase shall be binding on Purchaser. Visit this page to review current terms and conditions of sale which are binding on Purchaser.
14. Acceptance. By ordering any product from Sancilio & Company, Inc., whether by clicking through over the internet, telephone, facsimile or otherwise, the Purchaser agrees to be bound by these General Terms and Conditions of Sale upon acceptance of delivery of product.
1. Other Documents. These terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for product(s) which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Purchaser and Sancilio & Company, Inc.
2. Governing law. THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.
3. Payment Terms; Orders; Quotes; Interest. Terms of payment are within Sancilio & Company, Inc.'s sole discretion, and unless otherwise agreed to by Sancilio & Company, Inc., payment must be received by Sancilio & Company, Inc. prior to Sancilio & Company, Inc.'s acceptance of an order. Payment for the products will be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by Sancilio & Company, Inc. Invoices are due and payable within 5 days unless otherwise agreed in writing by Sancilio & Company, Inc. Orders are not binding upon Sancilio & Company, Inc. until accepted by Sancilio & Company, Inc. Any quotations given by Sancilio & Company, Inc. will be valid for the period stated on the quotation. Sancilio & Company, Inc. may invoice parts of an order separately. Purchaser agrees to pay interest on all past-due sums at 1.5% per month or the highest rate allowed by law, whichever is less. Sancilio & Company, Inc. reserves the right to limit the order quantity on any product and/or to refuse to ship product to any Purchaser for any reason, or for no reason whatsoever, with or without prior notice.
4. Shipping Charges; Taxes. Separate charges for shipping and handling will be shown on Sancilio & Company, Inc.'s invoice(s). Unless Purchaser provides Sancilio & Company, Inc. with a valid and correct tax exemption certificate applicable to the product ship-to location prior to Sancilio & Company, Inc.'s acceptance of the order, the Purchaser is responsible for sales and all other taxes associated with the order, however designated, except for Sancilio & Company, Inc.'s franchise taxes and taxes on Sancilio & Company, Inc.'s net income. If applicable, a separate charge for taxes will be shown on Sancilio & Company, Inc.'s invoice. PURCHASER MAINTAINS FULL RESPONSIBILITY FOR PAYMENT OF ANY AND ALL TAXES ASSOCIATED WITH ORDERS UNDER THIS AGREEMENT.
5. Title; Risk of Loss. Title to products passes from Sancilio & Company, Inc. to Purchaser on shipment from Sancilio & Company, Inc.'s facility. Loss or damage that occurs during shipping by a common carrier is Purchaser's responsibility. Sancilio & Company, Inc. may, as a courtesy, replace any products lost or damaged during shipping by a carrier, so long as such carrier is selected by Sancilio & Company, Inc. Sancilio & Company, Inc. is not responsible for any Purchaser losses, including any special, incidental, consequential, or exemplary damages, associated with any products lost or damaged during shipping.
6. Warranties, Disclaimers; Additional Terms. SANCILIO & COMPANY, INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MECHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Sancilio & Company, Inc. does not, nor ever has, expressed or implied any fitness for a particular purpose on Sancilio & Company, Inc.’s websites, product packaging, or marketing materials. Sancilio & Company, Inc. dietary supplements are not intended to diagnose, prevent, treat or cure any disease and Purchaser will not make any such claim in the sale or marketing of said products. In addition to these terms and conditions, Purchaser agrees to be bound by the acceptance of contract terms contained elsewhere on the oceanblueprofessional.com website.
7. Return Policies. Sancilio & Company, Inc. products that are purchased directly from Sancilio & Company, Inc. by an end-user Purchaser may only be returned to Sancilio & Company, Inc. by Purchaser in accordance with Sancilio & Company, Inc.'s Return Policy or, if no return policy is in effect at the time, all sales are final. Sancilio & Company, Inc. may, at Sancilio & Company, Inc.’s sole discretion decide to accept a return, but such decision does not constitute a policy or any guarantee that Sancilio & Company, Inc. will accept future similar returns.
8. Product Offerings and Listings. Sancilio & Company, Inc. seeks to continuously improve our product offering. For this reason, Sancilio & Company, Inc. may revise and discontinue products at any time and does not guarantee the future availability of any product offering. Sancilio & Company, Inc. is not responsible for typographical errors or misprints on our product labels, product websites, marketing materials, employee communications, advertisements, or other communications. Sancilio & Company reserves the right to limit order quantity at any time without notice. Prices and promotions are subject to change without notice.
9. Price Definitions and Promotions. "Retail price" is defined as the manufacturer's suggested retail price. "SCI price" refers to the product's non-promotional price on Sancilio & Company, Inc.’s website. "Sale price" is a limited time promotional price for the product. Sancilio & Company, Inc. conducts periodic promotions related to shipping, products, and promotional codes. All offers are open for a limited time only, and only available while supplies last. Sale prices cannot be applied to previous orders Purchaser has placed. Since offers are only available while supplies last, rain checks are not offered or accepted. Acceptance of promotional codes is at the sole discretion of Sancilio & Company, Inc. Promotional codes offering percentile discounts shall only apply to the first $1,000 value of the order unless Sancilio & Company, Inc. provides Purchaser with a quotation expressly indicating the discount amount exceeds $1,000. Sancilio & Company, Inc. reserves the right to cancel an order if it believes that a fraudulent, abusive, or otherwise inappropriate order has been placed, including the use of a fabricated or fictitious name, legal or otherwise, has been used by Purchaser to place an order for the purposes of evading Sancilio & Company, Inc.’s Minimum Advertised Price (MAP) Policy or other improper use.
10. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SANCILIO & COMPANY, INC., AND ITS CORPORATE AFFILIATES AND ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, LICENSEES, ASSIGNS OR SUCCESSORS (collectively “SCI Entities”) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY MONETARY LOSSES, LOSS OF GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR USE OF PRODUCT; (ii) ANY BACKORDERS OR DELAYS IN PROVIDING PRODUCT AFTER ORDER; (iii) ANY DISCONTINUATION OF PRODUCT SALES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE SCI ENTITIES TO YOU EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00) FOR ANY CLAIM ARISING FROM YOUR USE OR RESALE OF PRODUCT.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE SCI ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOUR PURCHASE OF PRODUCT IS AT YOUR RISK. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH MARKETING MATERIALS, SALES COMMUNICATIONS, WEBSITES, ETC. (collectively “Marketing”) ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. THE SCI ENTITIES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED ON OR THROUGH MARKETING. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH MARKETING MAY BE OUT OF DATE, AND SCI ENTITIES DOES NOT MAKE ANY COMMITMENT OR ASSUME ANY DUTY TO UPDATE SUCH MARKETING. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. PURCHASER EXPRESSLY CONSENTS TO LIMIT SANCILIO & COMPANY, INC.’S LIABILITY FOR PRODUCTS SOLD TO PURCHASER AND CONSENTS TO ACCEPT LIQUIDATED DAMAGES IN AN AMOUNT NOT TO EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00) IN AGGREGATE, OR IF REQUIRED BY LAW, THE PRICE PURCHASER PAID SANCILIO & COMPANY, INC. FOR PRODUCT ON THE SINGLE ORDER IN WHICH LIABILITY AROSE, WHICHEVER IS MORE. SANCILIO & COMPANY, INC. WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. NO THIRD PARTY BENEFICIARIES HAVE ANY RIGHTS UNDER THIS AGREEMENT.
11. Arbitration. Any claim, dispute or controversy (whether in contract, tort, or otherwise, whether pre-existing, present or future, and including statutory, common law, intentional tort and equitable claims) against Sancilio & Company, Inc., its agents, employees, successors, assigns or affiliates (collectively for purposes of this paragraph, "Sancilio & Company, Inc.") arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), Sancilio & Company, Inc.'s advertising, any related purchase, including the validity of this arbitration clause shall be resolved exclusively and finally by binding arbitration conducted before a single arbitrator acceptable to Sancilio & Company, Inc., and will be limited solely to the dispute or controversy between Purchaser and Sancilio & Company, Inc. The arbitration shall be held in Palm Beach County, Florida at the office of Sancilio & Company, Inc. Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. Prior to entering into arbitration, Purchaser will provided Sancilio & Company, Inc. at least 60 days to resolve the matter through communications between a Sancilio & Company, Inc. and Purchaser or Purchaser designee.
12. Amazon Policy. Sancilio & Company, Inc. believes in maintaining a well-regulated supply of quality products for its customers. Soft gel capsules have a discrete shelf life and require specific temperature ranges be maintained. In the event that Product is exposed to temperature ranges outside of the product’s characterized specifications, Product quality and shelf-life can be significantly impacted. Amazon.com offers products for sale from a co-mingled stock. Because the stock can come from sellers who have improperly stored product prior to shipping to Amazon, co-mingled stock can affect product quality and safety of products sold under Sancilio & Company Inc.’s trademarks, including OCEAN BLUE and MINICAPS, among others. In order to ensure the quality of products sold through Amazon, PRODUCTS SOLD BY SANCILIO & COMPANY, INC. TO PURCHASER ARE NOT FOR RESALE, DIRECTLY OR INDIRECTLY, ON AMAZON.COM. PURCHASER EXPRESSLY AGREES NOT TO OFFER PRODUCT FOR SALE OR RESALE ON AMAZON, EXCEPT AS AN AUTHORIZED RESELLER. Sancilio & Company, Inc. offers an authorized reseller program in order to ensure quality of products sold on Amazon.com; please contact Sancilio & Company, Inc. for details.
15. Use of Trademarks. The Purchaser recognizes Sancilio & Company, Inc.’s right, title, and interest in and to all service marks, trademarks, and trade names used by Sancilio & Company, Inc. and agrees not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair Sancilio & Company, Inc.’s right, title, and interest therein, nor shall the Purchaser cause diminishment of value of said trademarks or trade names through any act or representation. The Purchaser shall not apply for, acquire, or claim any right, title, or interest in or to any such service marks, trademarks, or trade names, or others that may be confusingly similar to any of them, through advertising or otherwise. Purchaser expressly agrees not to use Sancilio & Company, Inc.’s trademarks for online sales on Amazon.com without the express permission of Sancilio & Company, Inc., except under circumstances in which such condition is prohibited by law. Purchaser agrees that Sancilio & Company, Inc. has the full right under law or this agreement to request Amazon.com to remove listings for product using Sancilio & Company, Inc. trademarks in violation of this Agreement.
16. No Disease Claims. Sancilio & Company, Inc.’s dietary supplements are not intended to diagnose, treat, cure, or mitigate any disease. Purchaser agrees not to make any statements, explicit or implied, indicating that a dietary supplement product from Sancilio & Company, Inc. is intended to diagnose, treat, cure, or mitigate a disease state (“Disease Claims”). Sancilio & Company, Inc. is not responsible, nor will Sancilio & Company, Inc. moderate such statements. Purchaser assumes full liability for any Disease Claims made by purchaser about Sancilio & Company, Inc.’s dietary supplements.
17. Price Advertising Guidelines. Sancilio & Company, Inc. maintains a Minimum Advertised Price (MAP) Policy. The MAP Policy applies to advertised prices, not the price at which MAP Products are sold or offered for sale to an individual in-store or over the telephone. Sancilio & Company, Inc.’s MAP policy applies only to advertised prices on Amazon.com. Sancilio & Company, Inc., in its sole discretion, reserves the right to discontinue doing business with any Purchaser that advertises any product(s) covered by this MAP Policy at a price lower than the MAP Price. MAP Price is the lowest advertised price allowed on Amazon.com under the MAP Policy; MAP Pricing is available to authorized resellers only.
a. The MAP Policy does not apply to solely on-premise, in-store, or non-Amazon online advertising.
b. Amazon.com features such as “click for price,” automatic price display for any items prior to being placed in a Purchaser’s shopping cart and other similar features are considered to be communications initiated by the Purchaser (rather than by the end consumer) and thereby constitute “advertising” under this MAP Policy.
c. It shall not be a violation of this MAP Policy to advertise that a Purchaser may “call for price” or “email for price”, or to use similar language, specifically with respect to Sancilio & Company, Inc. Products sold on Amazon, so long as no price is advertised below the MAP Price.
d. This MAP Policy also applies to any activity which Sancilio & Company, Inc. determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy, such as solicitations for ‘group purchases,’ bundle purchases in which the overall discount of the bundle creates an advertised discount, in aggregate of the bundle, which would appear to advertise a price below MAP Price if the discount were solely applied to Product, advertisements which include a gift card with purchase which in aggregate would create an advertised price below MAP Price, and similar configurations.
e. It shall not be a violation of this MAP Policy to advertise in general that the reseller has “the lowest prices” or will match or beat its competitors’ prices, or to use similar phrases; so long as the reseller does not include any advertised price below MAP and otherwise complies with this MAP Policy.
f. From time to time, Sancilio & Company, Inc. may, in its sole discretion, permit authorized resellers to advertise MAP Products at prices lower than the MAP Price. In such events, Sancilio & Company, Inc. reserves the right to modify or suspend the MAP Policy with respect to the affected products for a specified period by providing notice to all authorized resellers of such changes.
18. MAP Policy Enforcement. Sancilio & Company, Inc. monitors the advertised prices of dealers, either directly or via the use of 3rd party agencies or tools. Purchasers agree to provide reasonable cooperation in any Sancilio & Company, Inc. investigations regarding possible MAP Policy violations. Hindering, obstructing, delaying, or otherwise failing to cooperate with MAP Policy investigation is a violation of this MAP Policy. Sancilio & Company, Inc. will enforce MAP Policy in the following ways:
a. If an Purchaser with multiple store locations violates this MAP Policy on Amazon, or on any associated website, then Sancilio & Company, Inc. will consider this to be a violation by the dealer.
b. Sancilio & Company, Inc. reserves the right to cancel any pending orders, restrict future orders, or suspend Purchaser’s account if Sancilio & Company, Inc. reasonably believes:
i. an authorized reseller has violated the provisions of MAP Policy;
ii. an authorized reseller intends to violate MAP Policy; or
iii. a Purchaser who is not an authorized reseller has advertised a price on Amazon.com in violation of MAP Policy.
c. Sancilio & Company, Inc.’s MAP Policy Administrator is solely responsible for determining whether a violation of the MAP Policy as occurred, as well as determining appropriate sanctions.
d. Waivers to this MAP Policy may be granted in Sancilio & Company, Inc.’s sole discretion by the MAP Policy Administrator in writing. Sancilio & Company, Inc. sales or marketing employees, consultants, or Authorized Resellers are not authorized to modify or grant exceptions to the MAP Policy. If the MAP Policy Administrator authorizes a waiver to the MAP Policy, Purchasers must strictly adhere to the terms of the waiver letter. Deviation from the terms of a waiver letter is a violation of the MAP Policy.
e. The MAP Policy will be enforced by Sancilio & Company, Inc. in its sole discretion and without notice. Purchasers, distributors, authorized resellers, or anyone other than Sancilio & Company, Inc. have no right to enforce the MAP Policy, but may make others aware of the Sancilio & Company, Inc. policy. Violations of this policy may result in any of the aforementioned sanctions up to and including termination of our business relationship, as well as any available remedies at law. All questions related to this MAP Policy should be directed Sancilio & Company’s Vice President of Sales at (561) 847-2302.
19. Applicable Law; Not for Sale Outside United States. Purchaser agrees to comply with all applicable laws and regulations of relevant state law and of the United States of America. Purchaser agrees and represents that it is buying product for personal use or resale only in the United States. Sancilio & Company, Inc. may have additional terms and conditions governing resales under a separate contract with such resellers.
20. Headings. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.
21. Waiver and Severability. The failure of SCI to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
22. Controlling Law and Jurisdiction. These Terms and any action related thereto will be governed by the laws of the State of Florida without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Websites will be brought solely in the federal or state courts located in Palm Beach County, Florida, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
23. Revisions to these Terms. These Terms may be revised at any time and from time to time by updating this posting. You should visit this page from time to time to review the then current Terms because they are binding on you. Certain provisions of these Terms may be superseded by legal notices or terms located on particular pages of Websites.
24. Entire Agreement. These Terms are the entire and exclusive agreement between SCI and you regarding the content you upload and your use of Websites (excluding any Websites for which you have a separate agreement with SCI that is explicitly in addition or in place of these Terms) and these Terms supersede and replace any prior agreements between SCI and you regarding the Websites. Other than members of the group of companies of which Sancilio & Company, Inc. is the parent, subsidiary, or related entity, no other person or company will be third party beneficiaries to the Terms.