Terms of Service
TERMS AND CONDITIONS OF PURCHASE
Throughout the following terms and conditions, We Are Alive & Well, LLC will be referred to as “Alive & Well" and the purchaser identified on the face of this document shall be identified as "customer."
1. These Terms Prevail. These terms and conditions shall prevail in any conflict between them and any terms in a purchase order, confirmation, acknowledgment, or other form or correspondence prepared by customer. No change in the terms of this order, and no additional or different terms, whether or not they materially alter the order, shall be binding upon Alive & Well unless such changes or additional or different terms are expressly agreed to in writing by Alive & Well.
2. Order Acceptance. All solicitations and purchases of Alive & Well product on aliveandwellsea.com and affiliated sites are undertaken and completed in Seattle, Washington. The receipt of an order on Alive & Well’s website, aliveandwellsea.com, will not constitute acceptance of the order until such time as it is formally approved by Alive & Well. Alive & Well's prices exclude excise, sales, use, GST or similar taxes, freight and other delivery expenses, insurance charges and duties, all of which shall be born by customer.
3. Delivery & Acceptance. Unless otherwise provided by Alive & Well in writing, all product shipments shall be made Carriage Paid to Destination (CPT-Destination) from Alive & Well’s facilitines in Los Angeles, California Aor Seattle, WA, at which point the title, risk of loss or damage shall pass to the customer.
4. Non-Diversion. Customer’s purchase of Alive & Well product is for personal use and not for resale. Customer agrees not to directly or indirectly advertise or solicit sales or sell Alive & Well product purchased from Alive & Well.
5. Warranty. Every product that Alive & Well sells covers defect of workmanship and materials, but DOES NOT cover damage caused by accident, improper care, negligence, normal wear and tear, or the natural breakdown of colors and materials through time, exposure, or extensive use.
6. Return Policy & Warranty Returns. See Alive & Well’s Return and Warranty Policy.
7. Force Majeure. In the event of a disruption or discontinuance of Alive & Well's business in whole or in substantial part, either temporarily or permanently, by reason of fire, flood, earthquake, war, governmental restrictions or laws, act of God, embargo labor trouble, or strikes or other cause of like or unlike nature beyond Alive & Well's control, Alive & Well shall have the option of canceling delivery of all or any part of the merchandise not yet delivered with no fee or penalty of any kind imposed by customer.
8. No Implied Warranty. Alive & Well grants no warranties or conditions, expressed, implied, statutory or otherwise regarding the merchandise, its fitness for any particular purpose, quality or merchantability. Alive & Well shall not be liable for any special, consequential, punitive, incidental, or indirect damages, lost profits, the cost of procurement of substitute products or other services however caused or any theory of liability arising in any way out of this agreement. customer agrees that Alive & Well's liability under this agreement regardless of the form of action shall in no event exceed the price paid by customer for the subject merchandise. This limitation shall apply even if Alive & Well has been advised in advance of the possibility of such damages and not withstanding any failure of essential purposes of any limited remedy provided herein.
9. Limitation of Liability. IN NO EVENT SHALL ALIVE & WELL BE LIABLE TO CUSTOMER FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM DELAYS OR SHIPMENT OF PRODUCTS, EVEN IF ALIVE & WELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ALIVE & WELL’S LIABILITY FOR ANY PRODUCT (WHETHER ASSERTED AS A TORT CLAIM, A CONTRACT CLAIM OR OTHERWISE) EXCEED THE AMOUNTS PAID TO HUF FOR SUCH PRODUCT. NOT WITHSTANDING ANYTHING IN THIS AGREEMENT, IN NO EVENT SHALL ALIVE & WELL’S LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CUSTOMER TO ALIVE & WELL FOR PRODUCT IN THE LAST TWELVE (12) MONTHS. IN NO EVENT WILL ALIVE & WELL BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY CUSTOMER. IN NO EVENT SHALL ALIVE & WELL BE LIABLE FOR DAMAGES ARISING OUT OF ANY LATE DELIVERY. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY TO ALL LIABILITIES THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST CUSTOMER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHERE THE DAMAGES ARISE OUT OF OR RELATED TO THIS AGREEMENT.
10. Indemnification. Customer shall indemnify, defend, and hold Alive & Well and Alive & Well’s officers, agents other representatives and licensors harmless from all demands, claims, actions, causes of actions, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses incurred (including fees and disbursements of legal counsel) of every kind (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused customer’s misuse of the product or by the negligent or willful acts or omissions by the customer, or (ii) based on any breach of this Agreement by customer.
11. Non-Waiver. The failure of Alive & Well to insist upon strict performance of any of the terms and conditions of this order or to exercise any rights or remedies, shall not be construed as a waiver of its right to assert any of same or to rely on any such terms and conditions at any time thereafter.
12. Choice of Law and Venue. Any and all disputes arising under this invoice or a purchase order of vendor shall be subject to the laws of the State of Washington and Alive & Well and purchaser agree that any and all disputes arising hereunder or under any purchase order between the parties shall be subject to the exclusive jurisdiction of an appropriate court in Seattle, WA, and the parties hereby waive their right to have any such claim tried or brought elsewhere. The prevailing party in any action under this agreement shall be entitled to recover reasonable attorney’s fees.