Wilshire Technologies-Legal Information

Legal Information

Trademarks and Registrations
PhytoChol®, PhytoSquene™

Copyright © 2007-2009 Wilshire Technologies. All rights reserved.
Unless otherwise indicated, all materials on these pages are copyrighted by Wilshire Technologies, Inc. All rights reserved. No part of these pages, either text or image may be used for any purpose other than personal use. Reproduction, modification, storage in a retrieval system or retransmission, in any form or by any means, electronic, mechanical, or otherwise, for reasons other than personal use, is strictly prohibited without prior written permission.

The information contained herein is believed to be correct but does not purport to be all inclusive.

General Terms & Conditions
Following are WILSHIRE TECHNOLOGIES’ General Terms & Conditions. All sales and other transfers of product, services and information, if any, are subject to these Terms & Conditions unless agreed otherwise in writing. All products are offered for sale by WILSHIRE TECHNOLOGIES, Inc., ("seller") subject to the following terms; and acceptance of any order is subject to such terms. Seller hereby objects to any additions or different terms which may be contained in the Buyer's Purchase Order, Acknowledgement or other forms of correspondence.

CANCELLATION
No order may be cancelled or altered by Buyer, except on terms and conditions accepted by Seller.

TAXES
Any existing tax, excise or governmental charge imposed (or any increase in or any additional such tax or charge imposed after the date of this invoice) upon the production, sale or transportation of or value added to any material sold hereunder which Seller may be required to pay, shall be paid by Buyer to seller in addition to the purchase price. Buyer shall provide Seller, on request, with properly completed exemption certificates for any tax from which Buyer claims exemption.

CREDIT, PAYMENT
If the financial responsibility of Buyer becomes impaired or unsatisfactory to Seller, advance cash payment or satisfactory security shall be given by Buyer upon demand by Seller, and shipments may be withheld until such payment or security is received. Unless advance payment is required, Seller shall invoice Buyer after each shipment of products. Invoice shall be paid thirty (30) days after shipment, by check or wire transfer of immediately available funds delivered to Seller's bank as stated on invoice or to the attention of Seller's Controller Department, at the address on Seller's invoice. Invoices unpaid when due shall bear interest at the rate of 1.5% per month or, if lower, the highest contract rate permitted by applicable law; and Buyer shall reimburse Seller for all costs, including Seller's attorneys' fees, incurred by Seller in collecting any overdue invoice.

TITLE, RISK OF LOSS
Unless otherwise agreed by Seller in writing (in which case such provisions shall apply), title to the product and risk of loss shall pass to Buyer upon Seller's delivery to a carrier (or Seller's own truck), F.O.B. Seller's facilities. If Seller is to pay or prepay freight for Buyer's account, selection of carrier and routing of shipment shall be at Seller's option unless otherwise negotiated.

CARS, TRUCKS AND BARGES
Buyer agrees to unload railroad cars, trucks and barges furnished by Seller within the free time specified by Tariffs on file with applicable regulatory bodies and to pay any charges resulting from its failure in this regard directly to the common carrier upon receipt of invoice therefore. Buyer assumes full responsibility for use and condition of cars, trucks and barges while in Buyer's possession, and agrees to (1) compensate seller for loss or damage to Seller's property and (2) indemnify and save Seller harmless from any loss or damage to property other than Seller's and from any injuries to persons relating in any way to the use of such car(s), truck(s) and barge(s) while such are in Buyer's possession. Buyer further agrees to report to Seller promptly any damage which may be sustained by the car(s), truck(s) and barge(s) in Buyer's possession.

SAFETY, HEALTH AND INDEMNITY
Material Safety Data Sheets, including warnings and safety and health information concerning the products and/or the containers for such products sold hereunder, may be furnished to Buyer by Seller in connection with this transaction. Buyer agrees to disseminate such information so as to give warning of possible hazards to persons who Buyer can reasonably foresee may be exposed to such hazards, including but not limited to Buyer's employees, agents, contractors or customers. If Buyer fails to disseminate such warnings and information, Buyer agrees to defend and indemnify Seller against any and all liability arising out of or in any way connected with such failure, including but not limited to liability for injury, sickness, death and property damage, without regard to whether Seller contributed to such liability. Seller will provide Buyer with reasonable notice and opportunity to defend in the event any claim or demand is made on Seller as to which such indemnity relates.

STORAGE
If products are not shipped within 15 days after notification to the Buyer that they are ready for shipping, for any reason beyond Seller's reasonable control, including but not limited to the Buyer's failure to give shipping instructions, Seller may store such products at the Buyer's risk in a warehouse, and the Buyer shall pay all handling, transportation and storage charges, at the prevailing commercial rates, upon submission of invoices therefore.

CHANGES
Seller may at any time, without notice, make such changes in the formulation or manufacture of products as shall constitute an improvement in the opinion of Seller. Seller may also furnish suitable substitutes for materials unobtainable because of priorities or regulations established by governmental authority or nonavailability of materials from suppliers.

INSPECTION AND CLAIMS
Buyer shall inspect and test the products and packaging delivered hereunder for damage, apparent defect or shortage immediately upon receipt at the shipping destination designated by Buyer, and shall provide Seller written notice of any damage, apparent defect or shortage within ten (10) days. All claims for damage, apparent defect or shortage not received by Seller, in writing, within such ten day period shall be absolutely and unconditionally foreclosed.

FAILURE IN PERFORMANCE
No liability shall result to Seller from delay in performance or nonperformance in whole or in part is caused by circumstances reasonably beyond its control, including but not limited to acts of God, fire, flood, war, accident, explosion, breakdowns or labor trouble; embargoes or other import or export restrictions; shortage or inability to obtain energy, equipment, transportation of product deliverable hereunder, crude petroleum or other feedstock from which such product is derived; or good faith compliance with any regulation, direction or request (whether valid or invalid) made by any governmental authority or person purporting to act therefore.

Regardless of the occurrence or non-occurrence of any of the causes as set forth in paragraph (a) above, if for any reason supplies of any product deliverable hereunder, or of crude petroleum or other feedstock from which such product is derived, from any of Seller's existing sources are curtailed or cut off or are inadequate to meet Seller's own requirements and its obligations to its customers, Seller's obligations hereunder during such period of curtailment, cessation or inadequacy shall at its option be reduced to the extent necessary in Seller's sole judgment to apportion fairly among Seller's own requirements and its customers (whether under contract or not), such product as received and as may be available in the ordinary and usual course of Seller's business from any such existing sources of supply at the location(s) from which deliveries hereunder are normally shipped.

Seller shall not be obligated to purchase or otherwise obtain other supplies of such product, crude petroleum or other feedstock from which such product is derived to make up inadequate supplies or to replace the supplies so curtailed or cut off. Seller shall not be obligated to make up deliveries omitted or curtailed hereunder, and any such deficiencies in deliveries shall be cancelled with no liability to either party therefore. All shipment and delivery dates are estimates only.

WARRANTIES
Seller warrants that its products (a) are free of defects in materials or formulation appearing and brought to Seller's attention by written notice within ninety (90) days after Buyer's receipt thereof, (b) conform to Seller's published specifications (subject to changes permitted as set forth in the "CHANGES" section above), and (c) were produced in accordance with and conform to applicable laws and regulations. In the event of any breach of any such warranty, Seller's facilities, or (following such return) refund the purchase price thereof. Such replacement or, at Seller's option, refund shall be Seller's sole responsibility, and Buyer's exclusive remedy for any breach of warranty.

THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED; AND SELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

LIMITATION OF LIABILITY
Seller's liability with respect to its products shall be limited to the warranty set forth immediately above and, with respect to other performance of any sales contract, shall be limited to the contract price.

SELLER SHALL NOT BE SUBJECT TO AND DISCLAIMS: (a) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR OF WARRANTY, (b) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY CLAIMS) OR ARISING UNDER OTHER THEORIES OF LAW, WITH RESPECT TO PRODUCTS SOLD BY SELLER OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, AND (c) ALL CONSEQUENTIAL, INCIDENTAL, SPECIAL AND CONTINGENT DAMAGES WHATSOEVER.

LIMITATION OF ACTIONS
No action arising out of or relating to the sale of any products by Seller to Buyer, whether for breach of contract (including breach of warranty), negligence or other tort, or on any other theory, may be commenced after the expiration of one year following Buyer's receipt of such products.

GOVERNING LAW
These terms, and all sales by Seller, are governed by and construed in accordance with the laws of the State of New Jersey, without reference to principles of conflicts of laws. THE RIGHTS AND OBLIGATIONS OF SELLER AND BUYER IN CONNECTION WITH ANY SUCH SALES SHALL NOT BE GOVERNED BY THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.

Conditions for Use of Information
Any technical or product information provided herein is provided as a convenience for customers of WILSHIRE TECHNOLOGIES, Inc. The information is believed to be correct, but the accuracy of the information is not guaranteed by WILSHIRE TECHNOLOGIES, and WILSHIRE TECHNOLOGIES makes no warranty of any kind with respect to the information or derivations of the information. WILSHIRE TECHNOLOGIES is not responsible for your use of the information. No effort has been made to determine whether formulations based on, or derived from, the information are covered by any third party patent. The information should be considered solely as a potential starting point from which a formulator may develop finished formulations, and you should independently confirm the information in your laboratory or plant. All sales by WILSHIRE TECHNOLOGIES are made subject to WILSHIRE TECHNOLOGIES' General Terms & Conditions set forth above. Material Safety Data Sheets providing important safety information about products sold by WILSHIRE TECHNOLOGIES are available on request. WILSHIRE TECHNOLOGIES urges you to review and understand the information in the Material Safety Data Sheet.