PRIORITY H, LLC:
The following terms apply to the use of this website as well as all transactions for the purchase of product including those conducted through the site.
PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY
Standard Terms and Conditions of Sale of Priority H, LLC. (“Priority H”)
- These Terms and Conditions constitute a binding contract between Customer and Priority H and are referred to herein as either "Terms and Conditions" or this "Agreement". These Terms and Conditions are subject to change as provided herein.
- The Terms and Conditions posted on forhealthyhumans.com (the “Website”) at the time you (hereinafter “Customer”) places an order, unless otherwise agreed in writing by Priority H and Customer.
- These Terms and Conditions shall apply to all orders, whether said order is on the Website or any Priority IAC, Inc. website, via email, verbal (by telephone) or by written orders sent by Customer to Priority H, notwithstanding any variance with the terms or conditions of any order or other instrument provided by Customer to Priority H.
- Priority H may change these Terms and Conditions at any time in its sole discretion; said changes become effective (1) immediately upon written notice to Customer; or (2) thirty (30) days following the posting on the Website.
- Priority H reserves the right to refuse to fill orders from, or otherwise do business with, any party for any reason, whether or not set forth in these Terms and Conditions.
- Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting Priority H. In addition, Internet connectivity requires access services from an Internet access provider. Contact your local access provider for details. Electronic signatures (or copies of signatures sent via electronic means) are the equivalent of written and signed documents.
- THE TERMS AND CONDITIONS OF SALE ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM DELIVERED BY CUSTOMER ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.
- BY ACCEPTING DELIVERY OF THE PRODUCTS OR BY ENGAGING PRIORTY TO PROVIDE PRODUCT OR PERFORM OR PROCURE ANY SERVICES, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS UNLESS CUSTOMER AND PRIORTY HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN.
- ANY GENERAL DESCRIPTION OF THE TYPES OF PRODUCTS OR SERVICES AND RESULTS THEREOF POSTED ON ANY PRIORTY WEBSITE OR MOBILE APPLICATION DO NOT CONSTITUTE PART OF THE AGREEMENT BETWEEN PRIORTY AND CUSTOMER
- Transaction Terms and Conditions of Sale:
- A. ACCEPTANCE. Once Customer's order is accepted by Priority H, a binding contract is created to purchase and sell the Product identified on Customer's order on these Terms and Conditions. Unless payment is made at the time of order, acceptance of any order may be contingent upon approval of the Customer's credit. Customer may issue a written purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions or any purchase order or invoice, or any document in electronic or written form that is signed and delivered by each of the parties. This Agreement contains the entire understanding of the parties with respect to the matters contained herein and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the subject matter hereof.
- B. PRICES AND CHARGES. All prices contained within the Priority H product catalog or forhealthyhumans.com website are exclusive of applicable sales, use, and other taxes relating to the sale, purchase, or delivery of the Product and all such taxes shall be paid by Customer. Product prices published by Priority H are subject to change without notice. Typographical and other errors instated prices are subject to correction. Priority H reserves the right to make adjustments to pricing of Products for reasons including, but not limited to, changing market conditions, Product discontinuation, Product unavailability, manufacturer price changes, supplier price changes and errors in advertisements. All orders are subject to Product availability and the availability of personnel to perform the Services. Therefore, Priority H cannot guarantee that it will be able to fulfill Customer’s orders. If Services are being performed on a time and materials basis, any estimates provided by Priority H are for planning purposes only.
- C. TERMS OF PAYMENT. Generally, for purchases using the Website, payment is due at the time of purchase. For other purchases, the purchase price for Product is due and payable prior to delivery. However, subject to approved credit and to established credit limits, Priority H may extend credit, which may be withdrawn at any time in the sole discretion of Priority H. Absent terms agreed upon in writing by Priority H, the general terms of any credit transaction are:
- 1. Finance charges are imposed on all past due invoices at the lesser of (i) a periodic rate of 1-1/2%per month (an annual percentage rate 18%), or (ii) a rate per month equal to1-12th of the maximum annual percentage allowed under applicable state laws. If Customer fails to make payments when due, Priority H may recover all incidental and consequential damages caused by Customer's breach, including all fees paid to collection agencies and attorneys' fees and costs without prior notice.
- 2. Non-sufficient funds checks received by Priority H from Customer are subject to a minimum $40.00service charge. Future orders from any Customer from whom a non-sufficient funds check is received must be paid in full in advance by acceptable credit card, money order, or certified check.
- 3. Orders for Product refused or cancelled following delivery of Product to the common carrier for shipment will not be accepted by Priority H as Product may not be returned or the order cancelled after delivery to common carrier, whether inventoried by Priority H or not.
- 4. No payment by Customer shall contain a restrictive endorsement of any kind. Any payment containing a restrictive endorsement may be accepted by Priority H and such acceptance shall not be deemed to be an accord and satisfaction with respect to any obligation of the Customer.
- 5. Customer must claim any exemption from such taxes, fees or charges at the time of purchase and provide Priority H with the necessary supporting documentation.
- 6. In the event of a payment default, Customer will be responsible for all of Priority H’s costs of collection, including, but not limited to, court costs, filing fees and attorneys’ fees.
- Each order placed by Customer shall constitute a separate and independent transaction, and shall be invoiced separately. All invoices rendered by Priority H covering Product not in dispute shall be paid by Customer regardless of disputes relating to other invoices or other delivered or undelivered Product. In the event of dispute regarding an invoice(s), Priority H may accept payment on an amount less than that showing under the invoice; however, such acceptance of partial payment shall not constitute acceptance of payment in accord and satisfaction of such dispute unless specifically stated by Priority H in writing. Items temporarily out of stock will be back ordered and delivered to Customer upon availability, unless the order is cancelled prior thereto by Customer.
- D. SHIPMENT, RISK OF LOSS, AND DELAY. The methods of shipment and packaging shall bein accordance with Priority H's standard procedures, which may be changed, amended or modified in Priority H’s sole discretion.
- Priority H will use all commercially reasonable efforts to deliver Product to Customer on the schedule requested by Customer. However, Priority H shall not be liable for delays in Product shipments for any reason. Product may be delivered in installments and a delay in delivery shall not relieve Customer of the obligation to accept and pay for such installment deliveries.
- Unless otherwise agreed to in writing, all transportation and shipping charges shall be paid by Customer. Title to Product shall pass to Customer and Priority H's liability as to delivery shall cease on delivery of Product to the common carrier for shipment. Risk of loss or damage to Product shall pass to Customer upon delivery of Product to the common carrier for shipment.
- Priority H shall not be liable for failure to perform resulting from unforeseen circumstance or causes beyond Priority H's direct control.
- E. SECURITY INTEREST. Priority H retains and Customer hereby grants to Priority H a security interest in shipped Product until the full purchase price has been paid. Customer's failure to pay any amount when due shall give Priority H the right to possession and removal of the Product at any time upon giving ten (10) days prior notice. Priority H's taking of possession shall be without prejudice to any other remedies Priority H may have. Upon request, Customer agrees to execute financing statements or other documents reasonably required by Priority H to protect and perfect Priority H's security interest in the shipped Product.
- F. INSPECTION AND ACCEPTANCE. Customer shall inspect all shipments of Product upon arrival and shall notify Priority H in writing of any over shipments, shortages, defectiveness of Product, or other failures to conform to the order which are reasonably discoverable within five (5) business days of Product delivery. All notifications shall be accompanied by packing slips, inspection reports, and other documents necessary to support Customer's claims. All shortages or other failures to conform not timely reported to Priority H as required by this Section will be deemed forever waived by Customer.
- G. LIMITED WARRANTY – WAIVER OF IMPLIED WARRANTIES. Priority H provides a limited warranty for its Products. The complete terms of Priority H’s limited warranty are posted on the Website and are incorporated herein by reference. Priority H makes no other warranties, express or implied, arising by law or otherwise (INCLUDINGBUT NOT LIMITED TO ANY WARRANTY WITH RESPECT TO ANY OBLIGATIONS OF PRIORITY HWITH RESPECT TO THE IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTYOF FITNESS, ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OFDEALING OR USAGE OF TRADE OR OTHERWISE, AND ANY OBLIGATION OR LIABILITY OF PRIORITYH FROM TORT, OR FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR INCIDENTAL ORCONSEQUENTIAL DAMAGES) or whether or not occasioned by the negligence of Priority H. This warranty states the entire obligation of Priority H in connection with this transaction. The warranty shall not be extended, altered or varied except by a written instrument signed by Priority H and by the respective duly authorized representatives of the parties.