Trademarks and Registrations
PhytoChol®, PhytoSquene®, PhytoHyaluronic®Acid
Copyright © 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.
No order may be cancelled or altered by Buyer, except on terms and conditions accepted by Seller.
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.
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 or other payment terms are negotiated, Seller shall invoice Buyer after each shipment of products. Unless otherwise stated 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 Accounts Receivable 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 Buyer’s facility as indicated on Buyer’s PO. 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.
Delivery dates specified by the Seller on the order confirmation are for mere guidance and do not represent a guarantee. A reasonably late delivery shall not allow the Buyer to cancel the order, reject the Products or claim damages. Except otherwise stated on the order confirmation as per the Incoterm or approved in writing by the Seller, the Products are sold Ex-Works. The general method of shipment for each item is listed in Seller’s quote or order confirmation. However, Seller reserves the right to determine the exact method of shipment.
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.
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.
Seller’s recommendations or instructions are not intended to suggest operations which would infringe any patents, and Seller assumes no liability or responsibility for any such infringement. Seller may, without liability to Buyer of any kind, decline to continue deliveries of any Product, the manufacture, sale or use of which, in Seller’s opinion would infringe any patent now or hereafter issued. Buyer shall defend, indemnify and hold Seller, and its affiliates, and their respective representatives and employees, harmless against any expense, judgment or loss, including attorneys’ fees, for infringement of any patents or trademarks or other third party property rights which results from Buyer’s use of the Product or Seller’s compliance with Buyer’s designs, specifications or instructions.
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 unless constituted by a “Change of Control” requirement as mutually agreed. Seller may also furnish suitable substitutes for materials unobtainable because of priorities or regulations established by governmental authority or non-availability of materials from suppliers. In such instances, Seller shall issue an appropriate change of control statement to Buyer as soon as practical.
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 and photographic evidence of any damage, apparent defect or shortage within ten (10) working days. All claims for damage, apparent defect or shortage not received by Seller, in writing, within such ten working day period shall be absolutely and unconditionally foreclosed. As to any claim of any nature, whether in contract, tort, strict liability, patent infringement or otherwise, Seller’s and its affiliates’ total liability shall not exceed the purchase price of the portion of Product in respect of which such claim is made, plus any transportation charges paid by Buyer.
No liability shall result to Seller or Buyer from delay in performance or nonperformance in whole or in part if caused by circumstances reasonably beyond its control, including but not limited to acts of God, fire, flood, war, accident, pandemic, 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 the paragraph 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.
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 ten (10) working 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, Buyer’s exclusive remedy (following immediate return of the defective or deficient product) shall be the replacement of the defective product or refund of the purchase price thereof. Such replacement or refund shall be Seller’s sole obligation 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.
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 UNLESS OTHERWISE NEGOTIATED IN WRITING.
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.
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