|Purchase Order Addendum
Purchase Order Addendum THIS Purchase Addendum (“Addendum”), together with the duly executed full website posted policy page attached, constitute one agreement (“Agreement”), pursuant to the following terms: By purchasing our products you are fully to our Bio-Safe One Policies online and other subject to change from time to time, you also agree to those changes. By ordering Bio-Safe One products via BioSafeOne.com you are to all terms and conditions of the sale and the entire policies of Bio-Safe One, Inc. By ordering our products it is understood and agreed by you the customer that you have read and fully understand and agree to all these terms and conditions posted on our BioSafeOne website www.biosafeone.com. You the purchaser herein referred to as the "Customer" acknowledges all of the terms and conditions of our purchase policy and all our website policies. Furthermore, Customer agrees that our Bio-Safe One, Inc. publically posted policies found on www.biosafeone.com shall together constitute one Agreement. By ordering our products you the Customer hereby agree to these policies and all Bio-Safe One policies regarding the purchase and use of Bio-Safe One, Inc. products including the www.biosafeone.com website and any correspondence between you the customer and Bio-Safe One, Inc. herein referred to as "BSO", Customer covenants and consents to be bound by this entire Agreement as a whole in its entirety and to be liable for any breach thereof of its terms and conditions of our policies. BSO provides the latest advancement in Septic Waste Technology, highly concentrated bacteria/enzymes designed for safe residential and commercial use in septic systems. Please make to follow all safety precautions as well as all federal, state and local regulations. Should any of those laws forbid use of or purchase of BSO products it is your responsibility to obey these laws and not hold BSO responsible for any such breach of law. You agree to not hold BSO responsible for failure of customer to do due diligence in obendience any such law whether it by local, state or federal. Customer agrees to hold BSO harmless and all it's represenatives from any claim of any kind for any such breach of law or any other use, misused or purchase without this due diligence being done. Internet, Phone orders or any orders or sales will be subject to the following terms: Whereas, Bio-Safe One, Inc. shall be referred to herein as “BSO”, and “Customer” shall be defined as the buyer customer referred to in the duly executed front page order form attached. WHEREAS, BSO agrees to furnish certain products (“Product”), as well as confidential and proprietary information (“Information”) for the purposes of establishing a buyer and seller relationship between Customer and BSO; WHEREAS, Customer agrees to purchase the Product as indicated on the front of this form in the amounts specified, as well as review, examine, inspect or obtain Information that pertains to these products and our company only for the purpose described above, and to otherwise hold such information confi dential pursuant to the terms of this Agreement. BE IT KNOWN, that BSO has or shall furnish to Customer the Product and the Information on the following conditions:1. Pricing/Payment Due. By agreeing to the online ordering system found on www.biosafeone.com websute, Customer agrees that all orders are subject to Bio-Safe One policies as outlined in previous policy sections any multiple item orders, special orders, phone orders are considered a final sale with no cancellation allowed by customer, and payment for the order is due immediately at time of purchase either online, phone or other. as per the terms of this agreement. BSO will not be bound by this Agreement until it has been approved and executed by an authorized BSO executive. BSO’s executive office reserves the right to modify the order price prior to approval, and will not be bound by any prices seen elsewhere or mentioned by salespeople or sales ad. Payment in full for all orders is due via credit/debit card, check or money order at the time of purchase (at the time of the signing of this form) prior to shipment. In the case of checks, order will not be shipped until the check clears. If payment has been made by credit card, Customer agrees not to charge back or refute such charges.
2. Quantities. Customer agrees that BSO reserves the right to change quantities before or after executive office approval, subject to availability.3. Shipping. Orders will shipped as product times and shipping times allow, but Special, Multiple and bulk orders may take 30 Days to 120 Days or more to ship depending on size and type of order. There will be additional customs and other type of charges for international orders, and for shipping to Alaska, Puerto Rico, and Hawaii. Customer will be responsible for all additional costs for international shipping,including but not limited to customs, duties, taxes, and other fees.
4. Delivery Problems. Customer agrees to notify BSO within twenty-four (24) hours of expected delivery date of any delivery problems, and will allow up to forty-five (45) days for BSO to investigate the claim with the shipping carrier. If BSO substantiates said Customer’s claim, undelivered product will be replaced. Shipment will be made to Customer’s address given when order was placed, and BSO will not be liable for any subsequent changes in address, unless notified prior to shipment. If payment has been made by credit card, Customer agrees not to charge back or refute such charges.5. Refusal of Shipment. Customer agrees not to refuse shipment on this order for any reason. In the event that Customer does refuse shipment, Customer will be fully liable for round trip shipping costs as well as the full cost of the order, together with any and all costs and attorney’s fees expended by BSO in an effort to collect same as per this agreement.
6. Late Fees, Collections, Attorney Fees, Court Costs, Penalties. If Customer refuses payment due by attempting to cancel an order once placed, refusing shipment, charging back or refusing to pay for a signed or fully executive online purchase then Customer will be liable for the full invoice balance, plus all past due principal and interest; this shall bear interest until paid at the highest rate allowed by applicable New York State law and late fees in the amount of one hundred dollars per month, a twenty five percent (25%) collection fee, any attorney fees of BSO, and all court costs. Additionally, in the event of a bounced check, BSO hasthe right to be reimbursed for bank check fees pursuant to New York State collection law.7. Returns. Orders, including but not limited to multiple, special and bulk orders, are nonreturnable once the order has been placed and/or payment made, regardless of delivery problems.
8. Warranty/Guarantee. BSO warrants that it has title to items of sale. There is no further warranty, expressed or implied, in connection with the design, sale, merchantability or use of the items of sales. The rights and remedies of buyer hereunder (i) are exclusive and in substitution for, and buyer hereby waives, all other warranties, guarantees, obligations, liabilities, rights and remedies, express or implied, arising by law or otherwise, including but not limited to the implied warranty of merchantability, any implied warranty arising from course of performance, course of dealing or usage of trade, any implied warranty of fitness and any obligation or liability of BSO arising from tort or for loss of use, revenue or profit, or for incidental or consequential damages and (ii) shall not be modified except by a written agreement, date even herewith or subsequent hereto, signed on behalf of Customer and BSO by their respective duly authorized representatives. Thus BSO may provide general guidance and information. However, Customer must verify safety and advisability of undergoing any Product application or system pump out with the appropriate licensed professional officials. Customer must take all appropriate safety precautions and follow all federal, state, and local government laws, regulations, and official advice and guidelines. Customer agrees that BSO will bear no liability whatsoever for any failure of Customer to abide by safety precautions. Customer is responsible upon placing order as a final sale to ensure sale of product is permissible in whatever region product is to be sold in, order is a final sale no recall allowed or refund due to this reason.9. BSO Policies and Information. Company policies and information about BSO’s product may be found on its website (www.biosafeone.com) which is incorporated herein. All orders shall be subject to policies and information posted on said website. In the event that the website policies and information are in conflict with this Agreement, the terms of this Agreement shall govern and prevail.
10. Definition of “Information.” The Information that BSO may be providing to Customer may not be limited and shall include sales records, customer base, business concepts, business operations, designs, marketing techniques, product detail, artwork, competitive market analysis, software, programs, designs, plans, formulas, research, reports, specifications, drawings, samples, prototypes, models, inventions, written notes, photographs, sketches, models, memoranda or notes and all other information, trade secrets and ideas (including any other information BSO considers private proprietary information, valuable, and/or confidential).11. Nondisclosure/Confidentiality. Customer agrees to hold the Information in trust and confidence and agrees that it shall be used only for the contemplated purposes or disclosed to any third party. No copies will be made or retained of the Information supplied without the express written permission of BSO. At the termination of this product purchase relationship by either party, or upon demand by BSO, the Information shall be returned to BSO or destroyed, at BSO’s sole discretion. The Information shall not be disclosed to any other party unless they agree to execute and be bound by the terms of this Agreement, and have been approved by BSO. Customer agrees to take all necessary steps to assure that such party is in full compliance with this agreement. Customer further agrees to indemnify and hold BSO free and harmless from and against all manner of loss, damage and liability (including court costs and attorney’s fees) arising from any claim or loss incurred by BSO arising from, relating to, or connected with Customer’s obligations identified within this Agreement. Such indemnification expressly includes, but is not limited to, any claim made against BSO by Customer or by any employee and/or affiliate of Customer for breach of contract. This indemnification also expressly includes, but is not limited to disclosure and/or misuse of the Information or any and all other actions resulting in harm or loss taken by Customer. This hold harmless and indemnification obligation shall survive any termination of this Agreement and/or termination of any and all other product purchase agreement relationships, including subsequent order forms, which will be governed by and incorporated into this Agreement.
12. Public Information. BSO agrees and acknowledges that public information regarding BSO available via its website does not constitute the Information for the purposes of this Agreement.13. Disclosure Purposes. The disclosure of the Information by BSO to Customer shall be for evaluation purposes only, to determine any interest Customer may have in any or all of the information for mutual agreed upon personal, noncommercial purposes, as well as for the execution of such mutually agreed upon commercial purposes, including the establishment of this Agreement. Customer acknowledges and agrees that unauthorized disclosure of the Information by Customer to any others would be damaging to BSO, therefore, Customer agrees to keep The Information in strict confidence, disclosing it to no third person or entity.
14. No Lab Testing or Commercial Use of the Information or Product. Customer agrees not to manufacture or sell or otherwise use or appropriate The Information or Product in any way whatsoever either through adaptation, imitation, redesign or modification. Customer further agrees not to test, lab test, relabel, or reuse or resell Product. Customer will not speak to BSO’s competitors about our Product, practices, or pricing. Customer certifies under the penalties of perjury and under the penalties and obligations of breaching this contract that Customer is not employed by or affiliated with any septic company or competitor of BSO and that Customer does not have any former contract with, existing affiliation to, connection to, existing contract with or any obligation to any of BSO’s competitors or with any other company that is intending to or has in the past engaged in the same line of business as BSO in the septic industry (manufacturing, distributing and selling septic products or products similar to that which is sold by BSO, mainly in the septic industry or in the industry of selling, manufacturing or distributing products involving bacterial based or enzyme based cleaning products). Customer also certifies that Customer is not currently in direct competition with BSO and will not partake in any form of competition with BSO now or in the future.
15. Third Party Service Providers. Customer covenants that it will not approach, discuss, or engage in dealings with any of BSO’s third party service providers in connection with BSO’s Product, practices, services or dealings.
16. Nontranferability. BSO’s representations and obligations under the Agreement herein are nontransferable.
17. Tax Exempt Status. If Customer is tax exempt, Customer shall forward (either by fax or mail) certification of tax exempt status in order to exempt from payment of status.
18. Alterations. This Agreement may not be altered, amended, or assigned without the express written, notarized consent of all parties.
19. LAW. This Agreement shall be governed by and construed in Accordance with the laws of the State of New York, without reference to principles of choice or confl icts of law. Notwithstanding same in the event the point of sale covering this Agreement or the Customer is operating in a jurisdiction that does not recognize and give full comity to New York or United States Law or such jurisdictions’ laws would serve to partially or completely invalidate some or all of the provisions of this agreement then in accord with Article 21 herein this Article 19 shall be deemed severed and European Union Law (EU Law) shall operate. In the event this EU Law substitution will not act to preserve the Agreement in accord with the intent of Article 21 herein then such local jurisdictions’ Law shall govern if such is necessary to preserve the Agreement in accord with the intent of Article 21 herein.
20. Attorneys’ Fees. In the event of any dispute arising out of the subject matter of this Agreement, Customer shall pay BSO, in addition to any other damages assessed, its reasonable attorneys’ fees and court costs incurred in litigating or otherwise settling or resolving such dispute whether an action is brought or prosecuted to judgment. Customer agrees to pay for any and all court costs and attorney’s fees for any action arising from this Agreement.
21. Severability. If any provisions in this Agreement or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby, and the intent of this Agreement shall be enforced to the greatest extent.
22. Notices. Any notice or demand which under the terms of this Agreement or under any statute may be given or made by either party shall be in writing and shall be given to the other or made by mail, postage prepaid, addressed to the party at their last known address.
23. Jurisdiction. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the State and Federal courts located in the County and State of New York or Wyoming which court venue that BSO decides is the best venue. You as Customer agree to that venue and waive your right to choose court venue. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this paragraph. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the State and Federal courts located in the County and State of New York shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such fi nal judgment and may be enforced in other jurisdictions in any manner provided by law.
24. Arbitration. It is mutually agreed that should BSO deem it favorable to present any dispute arising out of this agreement before an arbitrator of BSO’s choice then Customer agrees to give BSO this choice in the event of a dispute arising from this Agreement. If BSO chooses to bring any such dispute before arbitration then Customer agrees to submit to the arbitration. It is mutually agreed that BSO shall have the sole right to choose whether or not to bring the case before arbitration or not. Any and all arbitration costs shall be borne solely by Customer.
25. Limitation of liability. Except as Specifically provided herein, under no circumstances shall BSO be held liable in any way to customer as a result of anything having to do with this agreement provided by BSO under this agreement or arising from any claim relating to this agreement or the subject matter hereof, including but not limited to any third-party claim for infringement of intellectual property rights. Such limitation of liability shall apply to prevent recovery of direct, indirect, incidental, consequential, special, exemplary and punitive damages whether such claim is based on express or implied warranty, contract, tort (including negligence), or otherwise, even if BSO has been advised of the possibility of such damages. Such limitation of liability shall apply notwithstanding a failure of essential purpose of any limited remedy and to the fullest extent permitted by law. BSO’s liability for any claim or action of any kind arising out of, in connection with or resulting from the manufacture, sale, delivery, resale, or use of Products furnished by BSO shall not exceed BSO’s price for the goods, which gives rise to such claim or action; and, BSO shall in no event be liable for special, indirect, punitive, incidental or consequential damages or contingent liabilities arising out of any order covered hereby or the failure of any Products to operate properly, including any damages occasioned by delay, lost business opportunity or lost profits or otherwise. Customer assumes all liability for any loss, damage or injury to persons or property arising out of, connected with or resulting from the possession, use or application of such Products, either alone or in combination with other products.
26. Binding. This Agreement shall be binding upon each party as well as their legal representatives, successors, purchasers, donees and assigns.
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