Terms & Conditions

Magceutics, Inc. and its affiliates (“Seller”) sells products and services only on the terms and conditions stated below.  Notwithstanding any terms or conditions on any buyer (“Buyer”)’s purchase order, Seller’s performance of any contract is expressly made conditional on Buyer’s agreement to the below terms and conditions of sale, unless otherwise specifically agreed to in writing by Seller, and no terms or conditions of Buyer’s purchase order shall apply.  If a contract is not earlier formed by mutual agreement in writing, acceptance of any product or service will be deemed acceptance of the terms and conditions stated herein.

1. Orders.  All orders will be initiated by written order to Seller and will not be binding upon Seller until accepted by Seller in writing. All verbal orders must be confirmed in writing before deemed accepted.  Magceutics reserves the right, at its sole discretion, to refuse or cancel any order for any reason.  Magceutics reserves the right, at its sole discretion, to limit the quantity of items purchased per person, per household or per order.  Magceutics will provide notification to the Buyer should such limits be applied.
2. Shipping and Delivery.  All products shall be suitably packed for shipment in Seller’s standard cartons, marked for shipment at Buyer’s address specified in Buyer’s written purchase order, and delivered to a carrier or forwarding agent chosen by Seller.  Unless otherwise agreed upon in writing by Seller, shipment will be EX Works Seller’s shipping location (Incoterms 2010), at which time risk of loss and title pass to Buyer, and all freight, insurance and other shipping expenses, as well as any special packing expenses, shall be borne by Buyer.  Normally, Seller will ship in accordance with Buyer’s shipping instructions.  In the absence of specific instructions, or if Buyer’s instructions are deemed unsuitable, Seller reserves the right to ship by any method deemed most appropriate by Seller.  Buyer acknowledges that scheduled delivery dates are approximate and agrees that actual ship dates may be earlier or later than scheduled and that partial shipments are acceptable.  Magceutics does not intend to sell or distribute products to Buyers located in mainland China, and strictly prohibits any unauthorized party to ship our products to any location in mainland China.
3. Acceptance.  Products shipped to Buyer are not subject to acceptance.   
4. Security Interest.  Until the purchase price and all other charges payable to Seller hereunder have been received in full, Seller hereby retains and Buyer hereby grants to Seller a security interest in the products delivered to Buyer and any proceeds there from.  Buyer agrees to promptly execute documents requested by Seller to perfect and protect such security interest.
5. Prices and Taxes.  Prices are in US dollars, and are exclusive of any other amounts, including without limitation fees for export, special packaging, transportation and insurance, and sales, use or other taxes or VAT or duties.  Any such fees, tax or duty shall be borne by the Buyer in addition to the prices quoted or invoiced. 
6. Payment.  Payment terms other than Cash In Advance are subject to the approval of Seller’s credit department.  Buyer shall pay Seller net thirty (30) days from the invoice date.  Accounts thirty (30) days past due will be subject to a monthly charge at the rate of one and one-half percent (1.5%) per month or the maximum permitted by law, whichever is less. 
7. General Rescheduling, Cancellation and Return Policy.  ALL AMOUNTS PAID ARE NON-REFUNDABLE. No rescheduling or cancellation by Buyer of any order, or any portion thereof, is permitted without the express written permission of Seller in each case, which permission may be granted or withheld in Seller’s absolute discretion.  Any service rendered by Seller to Buyer in arranging shipping will be for the account of Buyer and rendered without any liability of Seller. Seller may, at Seller’s sole discretion, permit the return of products within thirty (30) days of delivery. In these cases, Buyer must request and within such thirty (30) day period, Seller will issue a Return Material Authorization (RMA) number to Buyer to facilitate return of the goods. RMA numbers shall be valid for forty-five (45) days from the date they are issued. Products returned to Seller without a valid RMA number will not be accepted by Seller. Products must be returned in their original packaging, unopened, undamaged and in new condition. All return delivery fees, costs and expenses will be the responsibility of and paid by Buyer unless Seller determines, in its sole discretion, that the return was initiated due to an error by Seller, in which case Seller will pay for delivery via standard delivery service. Product that is returned to Seller with a valid RMA number shall also be subject to a restocking fee of twenty percent (20_%).
8. Warranty Disclaimer. All products and any information accompanying the products are provided “AS IS” without any warranties of any kind, and Buyer’s use of any products or information is at its own risk.  Seller makes no warranties, express or implied, either in fact or by operation of law, statutory or otherwise, and Seller expressly excludes and disclaims any warranty of merchantability or fitness for a particular purpose, or warranties arising out of course of dealing, usage or trade. 
9. Limitation of Liability.  IN NO EVENT WILL SELLER’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR THE ORDER OR DELIVERY OF ANY PRODUCTS OR SERVICES EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE PRODUCT.  IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  All claims must be brought within one (1) year of shipment, regardless of their nature.
10. Buyer’s Use.  Buyer shall use the products solely for the purpose specifically intended for the products and agrees to strictly follow the use instructions accompanying the products.
11. Export Laws of the United States.  Any agreement between Seller and Buyer will be subject to the provisions of the Export Administration Act of 1969, as amended, of the United States, as well as any laws or regulations now or hereafter enacted relating to the export of products or Technical Information.  Buyer will not make any resale or export of any Seller product which, if made directly by Seller, would violate the export control regulations of the United States as embodied in the then effective Current Export Schedule as published from time to time by the United States Department of Commerce.
12. International Orders.  By confirming an order for shipment outside the United States, Buyer agrees to the additional terms contained in this section.  If any package is returned to Seller because of an incorrect address, because Buyer refuses the package, or for any other reason other than solely because of Seller’s error, Buyer will be responsible for Seller’s shipping cost for the return and reshipment of the package.  If the cost to return the package to Seller exceeds the cost of the goods ordered, or if Buyer has ordered products that Seller is informed cannot be imported into the country of intended delivery, Seller may instruct the shipping company to abandon the package, but even if Seller does so, Buyer will remain responsible for payment.  Additionally, Buyer is considered the importer of record for all shipments from Seller, and must comply with all laws and regulations of the country of destination and all laws and regulations the United States imposed on exports to that country. Buyer agrees to pay any fees, fines, or other costs charged to Seller or to Buyer in connection with any non-compliance with laws and regulations of the country of destination.
    If Seller decides to allow return of an item that has been rejected because of import or other legal compliance issues, Seller will refund the purchase price of the merchandise, less any charges Seller incurred in connection with the shipment, such as quarantine fees, exam fees, demurrage charges, or warehousing fees assessed in the destination country or in the United States upon return of the goods, and less the shipping costs to return the package to Seller.
13. Miscellaneous. 
    The terms and conditions as set forth herein shall constitute the entire agreement between Seller and Buyer covering orders for and sale of products to Buyers, and shall not be qualified or interpreted by any trade usage or prior course of dealing unless authorized in writing by Seller. Seller’s agents have no authority to make representations, warranties or promises, which are not contained in this document.  Buyer may not assign, transfer or sublicense any or all of its rights or obligations hereunder without Seller’s express prior written consent.  The waiver by Seller of any default by Buyer of these terms and conditions will not waive any subsequent defaults by Buyer.  If any part of these terms is found to be unenforceable, the remaining portions of these terms will remain in full force and effect.  Seller shall have the right to make substitutions and modifications in the specifications of products sold by Seller provided that such substitutions or modifications do not materially affect overall product performance.  Seller shall not be liable for any loss, damage, or penalty resulting from delay in delivery or performance when such delay is due to causes beyond the control of Seller, including but not limited to supplier delay, force majeure, labor unrest, fire, explosion, or earthquake.  The rights and obligations of the parties under this Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods; rather such rights and obligations shall be governed by and construed in accordance with the laws of the State of California.  Any suit hereunder will be brought in the federal or state courts in Californiaand Buyer hereby agrees and submits to the personal jurisdiction and venue thereof.