Terms & Conditions - NUTRAFi LLC

TERMS AND CONDITIONS FOR RESELLERS

Price & Payment. Upon acceptance of an invoice, Buyer shall pay Seller the amount stated on each invoice (the “Total Price”). The Total Price for the Goods includes all transportation costs, freight, insurance, and special handling and packaging, or any required federal, state, or local sales or other taxes (except for taxes based on Seller’s net income), duties, Payment for the Goods shall be made via credit/debit card, or wire transfer.

Restrictions on Resale. Buyer shall not re-sell the Goods for less than $25.00 per unit. Unit as used in this section means an individual NUTRAFi branded spray.

Buyer shall not sell any Goods or Units on Amazon and doing so is a material breach of this Agreement.

Delivery: Risk of Loss. Seller shall deliver the Goods to Buyer at the Buyer’s delivery address otherwise agreed upon by the Parties in writing. Title and risk of loss shall remain with Seller until Buyer takes possession of the Goods, whether actual or constructive possession. The Goods will be suitably packaged for shipment in Seller’s standard containers. Seller shall not be liable to Buyer or any other party for any delay in shipment or delivery of the Goods due to any unforeseen or catastrophic circumstances.

Inspection of Goods. Buyer shall inspect the Goods within five (5) business days of receipt of the Goods (the “Inspection Period”) and either accept or, fi such Goods are nonconforming Goods, reject such Goods. Buyer wil be deemed to have accepted the Goods unless ti notifies Seller in writing of any nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. If the Buyer has not rejected the Goods within five (5) business days from the date of delivery, the Buyer shall have waived any right to reject that specific delivery of Goods. In the event the Buyer rejects the Goods, Seller shall cure the deficiency within a reasonable time. A reasonable time shall be determined by industry standards for the particular Goods, as well as the Seller and the Buyer

Refunds. All sales are final, and Seller does not offer any money-back guarantees. By agreeing to these terms, Buyer recognizes and agrees that Buyer is not entitled to a refund for any order under any circumstances.

Warranty. Seller’s goods are warranted to the Buyer against manufacture defects in materials and workmanship for 30 days following delivery of the Goods (the “Warranty”). Seller acknowledges that any modifications, changes, or attempts to modify or change to the Goods by anyone other than Seller or its representative voids the Warranty. Additionally, the Warranty does not cover damage caused by improper care or use, negligence, or normal wear and tear. If the Goods are damaged, Seller shall replace the Goods free of charge by providing Buyer with a shipping label to return the defective Goods. Upon receipt of the defective Goods, Seller shall send replacement Goods to the Buyer. All warranty claims must include the product name and a complete description of the defect. Where possible, images of the defect should be included. Once the warranty claim is submitted, Seller shall determine, in its sole discretion, if the product is deemed defective before approval of replacement. To make a warranty claim, Buyer must contact Seller by sending an email to partners@nutrafi.com. Proof of purchase may be required for warranty claims. SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Partner Password Protected Ordering site: buyer has access to password protected ordering site.Under no circumstances shall buyer give out password to another business without written permission from seller.

Confidential Information. During the course of operating under this Agreement, Buyer, its respective agents, employees, and representatives may receive or have access to Seller’s Confidential Information. Buyer agrees and covenants that they shall keep strictly confidential and shall not disclose, or cause or permit to be disclosed, to any person or entity any Confidential Information. a. Definition of Confidential Information: “Confidential Information” means any trade secret, confidential or proprietary business information of Seller (whether or not any such Confidential Information has been conceived, originated, discovered, or developed in whole or ni part by the Investor). Confidential Information includes, but is not limited to: information about Seller’s business plans, operations, products, strategies, marketing, sales, product pricing, costs and margins, purchasing, customers, prospective customers and supplier relationships, customer retention strategies, preferences and contracts, strategies and plans for servicing customers, legal strategies, finances, licensees, licensors, or authors or other contributors; information received from third parties under confidential conditions; inventions, designs, experimental and new products, non-public intellectual property rights including unpublished or pending patent applications and al related patent rights, formulae, processes, discoveries, improvements, ideas, conceptions, compilations of data, and data, whether or not patentable or copyrightable; or other valuable financial, commercial, business, technical or marketing information concerning Seller or any of the products or services made, developed, or sold by Seller, as well as al other similar nonpublic information that provides a competitive advantage to Seller. b. Confidential Information Exclusions: Confidential Information d o e s not include information that: (a) was lawfully in Buyer’s possession before receipt from Seller as evidenced in writing; (b) at or after the time of disclosure by Seller, becomes generally available to the public other than through any act or omission of you; (c) is developed by Buyer independently of any Confidential Information received from the Seller; or (d) Buyer receive from a third party free to make such disclosure without breach of any legal or contractual obligation. 10. Limitation of Liability. NI NO EVENT SHALL SELLER EB LIABLE UNDER THIS AGREEMENT TO THE BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. THE LIABILITY OF SELLER, AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, SHALL NOT BE GREATER THAN THE ACTUAL PURCHASE PRICE OF THOSE GOODS WITH RESPECT TO WHICH SUCH CLAIM IS MADE. 1. Force Majeure. Seller shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, or acts of God, in which event Seller shall be excused from its obligations for the period of the delay and for a reasonable time thereafter. 12. Governing Law; Venue. This Agreement, and al rights and obligations of the parties, shall be governed by the Uniform Commercial Code as enacted and in force in the State of Florida. The parties hereby agree that any action arising out of this Agreement wil be brought solely in any state or federal court located in Sarasota County, Florida.