TERMS & CONDITIONS OF SALE
These terms and conditions of sale, together with any documents referred to herein, are the sole and complete agreement (“Agreement”) between Scentapy.com, Inc. (“Seller”) and you, the person or entity ordering Products from Seller (“Buyer”), respecting your purchase of the Products and supersede all prior oral and written understandings. As used in this Agreement, “Products” shall refer to any product available through the Scentapy.com.
Unless otherwise expressly agreed by Seller in writing, any different or additional terms and conditions proposed by Buyer are rejected and shall be of no effect. Neither Seller’s delivery of the Products nor any other action at any time on the part of Seller shall constitute acceptance of such additional or different terms. Buyer shall be bound by all of the terms of this Agreement when Buyer accepts this Agreement by any statement, act or course of conduct which constitutes acceptance under applicable law, including failure to object in writing hereto within a reasonable time and accepting delivery of the Products.
PRICING: SCENTAPY.COM, Inc. reserves the right to update Product prices at any time, for any reason. The final amount of money due per order is always determined at checkout time, not during shopping cart selection. For example, customers may put Products into the shopping cart during a sale, but may choose to postpone their final checkout until later. The customer is always responsible for the most recent Product price, even if their selected Products are no longer on sale at checkout time. The customer, likewise, assumes responsibility for any missed discounts, for any reason, due to price changes that may occur between Product selection and final checkout, whatever that duration may be.
Unless otherwise specified by Seller, prices are in United States currency. Price quotations are subject to change without notice. The purchase price does not include and the Buyer shall pay all (a) delivery, freight and associated charges, (b) insurance, and (c) any and all sales or similar taxes, charges or levies imposed on or in connection with the sale or use of Products. Any such additional charges shall be set forth as part of the final price at time of final checkout.
SHIPMENT, DELIVERY AND TERMS OF ACCEPTANCE: Orders are subject to stock availability. Any delivery dates are estimates only based on prevailing conditions and Seller’s failure to meet the same shall not be deemed a breach of this Agreement. Seller will package the Products for shipment in accordance with its standard practices. All shipments shall be delivered by Seller to the Buyer’s designated point of delivery at the Buyer’s expense.
FORCE MAJEURE: Seller shall not be liable to Buyer for any delay or failure of delivery or of any other performance caused in whole or in part by any contingency beyond Seller’s reasonable control, including, without limitation, acts of any government or any agency or subdivisions thereof or shortage of or inability to secure labor, fuel, energy, raw materials, supplies or machinery at reasonable prices or from regular sources.
INSPECTION AND ACCEPTANCE: Buyer shall inspect all shipments upon arrival and shall notify Seller in writing of any failure to conform to the order or to the terms of this Agreement, which are reasonably discoverable within seven (7) days upon arrival.
RETURNS: Due to the nature of the products, we are unable to accept Product returns. All our Products are made from high quality ingredients and made fresh to order. However, in the even you are not satisfied with your order, please contact Scentapy within 7 days from delivery to discuss a replacement or store credit. Scentapy must authorize the replacement or credit in writing.
DISCLAIMER OF WARRANTIES: SELLER PROVIDES PRODUCTS AS-IS AND MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE PRODUCTS, THEIR FITNESS FOR ANY PARTICULAR PURPOSE, THEIR MERCHANTABILITY, THEIR QUALITY, THEIR NONINFRINGEMENT, OR OTHERWISE.
LIMITATION OF REMEDIES: SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, COMPENSATORY, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING BUT WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF USE, PROFITS, BUSINESS OR GOODWILL WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. SELLER IS ONLY BOUND TO THE WARRANTY DESCRIBED IN SUBPARAGRAPH A ABOVE. NO OTHER WARRANTY OR GUARANTEE GIVEN BY ANY PERSON OR ENTITY WITH RESPECT TO ANY PRODUCT SHALL BIND SELLER. UNDER NO CIRCUMSTANCES SHALL SELLER’S LIABILITY WITH REGARD TO THE SALE OR USE OF ANY PRODUCT EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE PRODUCT IN QUESTION. BUYER AGREES THAT, UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, ANY ACTION BY BUYER, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT OR THE SALE OF THE PRODUCTS MUST BE BROUGHT WITHIN ONE YEAR AFTER THE DATE ON WHICH THE PRODUCTS IN QUESTION WERE DELIVERED TO BUYER OR THE DATE ON WHICH THE EVENT GIVING RISE TO THE ACTION OCCURRED, WHICHEVER IS EARLIER.
GENERAL PROVISIONS: Applicable Law. The validity, performance and construction of this Agreement shall be governed by the laws of the State of New Hampshire, without regard to conflict of laws principles.
Assignment. Buyer shall not assign or delegate any or all of its rights or obligations under this Agreement without the prior written consent of Seller, and any attempt to do so shall be null and void and constitute a material breach.
Independent Parties. Seller and Buyer are independent parties and nothing in this Agreement shall make either party an agent, partner, joint venturer, or legal representative of the other. No party shall hold itself out contrary to the terms of this Section and no party shall become liable by any representation, act or omission of the other contrary to the provisions hereof.
No Third Party Rights. This Agreement is for the sole and exclusive benefit of the parties hereto and their permitted successors and assigns. Nothing expressed or referred to in this Agreement will be construed to give any other person any legal or equitable right, remedy or claim under or with respect this Agreement.
Exclusive Jurisdiction. The state and federal courts of the State of New Hampshire shall have exclusive jurisdiction over any lawsuit or other legal proceeding arising out of this Agreement or relating to the Products. Seller and Buyer hereby consent to the jurisdiction of such courts.
Modification and Waiver. No addition to or modification of this Agreement shall be binding upon Seller, and Seller shall not be deemed to have waived any provision of this Agreement, except pursuant to a written document signed by a duly authorized officer of Seller. Any party’s failure to take advantage of any default or breach of these Terms and Conditions by the other party shall not be, and not be construed to be, a waiver of said default, or waiver of any covenant, promise, term or condition on the part of said party to be kept and performed. A waiver of a particular default or breach shall not be deemed to be a waiver of the same or any other subsequent default or breach.
Severability. If any provision of this Agreement is held to be unenforceable by final order of any court of competent jurisdiction, that provision shall be severed from this Agreement, and shall not affect the interpretation or enforceability of the remaining provisions of this Agreement. The remaining provisions of this Agreement shall remain in full force and effect unimpaired by the holding of the court.
Amendments. Seller may amend this Agreement from time to time acting in its sole and exclusive discretion and the terms of this Agreement (as amended) that are in effect as of the date of Seller’s acceptance of an order of Products shall apply to such order. Buyer hereby accepts all such amendments.
Changes in Product Design or Manufacture. Seller shall have the right to change, discontinue or modify the design and construction of any of its products and to substitute material equal to or superior to that originally specified.