Terms

This website is the property of Wellington Fragrance Company and may be used for informational purposes only. By using the website or downloading materials from this website, you agree to abide by the terms and conditions set forth in this policy. If you do not agree with these terms, you must discontinue use of this website. Content of this website may not be exploited for any commercial purposes that are not expressly permitted in writing by Wellington Fragrance Company.

Disclaimer

The information, materials and operation of the website are provided •as is• without any representation or warranty, express or implied, including any implied warranty of merchantability, noninfringement of intellectual property and fitness for a particular purpose. Under no circumstances whatsoever shall Wellington Fragrance Company or its suppliers be liable for any damages whatsoever (including, but not limited to, damages for loss of profits, business interruption, or loss of information, consequential damages, special damages, incidental damages or nominal damages) arising out of the use of or inability to use the materials contained in this website, even if Wellington Fragrance Company has been advised of the possibility of such damages. Wellington Fragrance Company does not warrant the accuracy or completeness of the materials and content contained in this website and reserves the right to correct any errors or omissions to website content at any time without notice and without obligation to the users of this website.

Copyright

Copyright © 2005 Wellington Fragrance Company. All content on this website is the exclusive property of Wellington Fragrance Company and is protected by the U.S. and international copyright laws. Any reproduction, modification, distribution, transmission, republication or display of the content on this website is strictly prohibited.

Trademarks

All trademarks displayed on this website are subject to the international trademark rights of Wellington Fragrance Company or are used under license by Wellington Fragrance Company. The use of any trademark on this website is strictly prohibited.

International Users & Applicable Law

This website is created and controlled by Wellington Fragrance Company in the state of Michigan, USA. You may not use the website or export the materials in violation of U.S. export laws and regulations. If you access this website from a location outside of the United States, you are responsible for compliance with all local laws.

The use of this website and the construction of these terms and conditions shall be governed by the laws of the state of Michigan, USA, without giving effect to any principles of conflicts of law. If any provision of these terms and conditions shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions. By using this website, a user consents and agrees to submit to the personal and exclusive jurisdiction of the State of Michigan, USA, and that all disputes and matters whatsoever which arise in connection with the use of this website shall be litigated, if at all, in and before a court located in the State of Michigan, USA, to the exclusion of the Courts of any other state or country.

Entire Agreement

These terms and conditions constitute the entire agreement between a user of this website and Wellington Fragrance Company regarding the subject matter herein. This agreement shall not be modified except in writing, signed by both the user and an authorized representative of Wellington Fragrance Company.

TERMS AND CONDITIONS

Goods and services covered by this order are being sold in accordance with the Terms and Conditions herein. Seller  offers to sell the goods or services described herein only upon the Terms and Conditions contained herein. The offer shall be deemed accepted and shall become a binding contract on the terms and conditions contained herein, (A) when buyer issues its oral or written acknowledgement, or (B) when seller commences performance, or (C) when buyer otherwise accepts this offer by either submitting verbal or written order &/or accepting order from delivery carrier. By accepting this offer, buyer waives all Terms and Conditions contained in buyers purchase order or other documents which are different from or additional to those contained herein (whether or not buyer sends its documents before or after seller sends this form), and all such different or additional Terms & Conditions shall be null and void and of no effect.

PRICE

(A) Seller reserves the right to revise any price previously quoted with notice to Buyer. Increases in labor, freight, and material costs before completion of contract plus applicable overhead may be invoiced to buyer. (B) Except as set forth on the face hereof, Sellers price does not include any tax or other charge now or hereafter imposed by law or regulation, domestic or foreign, upon any material herein sold or on the production, manufacture, sale, transportation, disposal or delivery thereof. Accordingly, in addition to the price specified herein, the amount of any such tax or other charge applicable to this transaction herein shall be paid by Buyer, or, in lieu thereof Buyer shall provide Seller with appropriate evidence of exemption thereof from the proper government authority. 

PAYMENT

(A) Payment for all shipments hereunder shall be pre-paid. (B) In addition to any other legal remedy, if Buyer fails to fulfill the terms of payment, Seller may, at its options, defer further delivery of goods hereunder or cancel all further delivery of goods to Buyer. (C) In the event Seller is required to commence collection action to recover unpaid invoices for goods sold and delivered, Seller shall be entitled to interest on the unpaid balance at the highest legal rate permitted from the due date of invoice, collection costs, attorneys fees and costs of suit.

MODIFICATIONS

To maintain our 24-48 hr lead time, Cancellations must be made by the close of the business day the order is placed. A 15% cancellation fee may be assessed to the invoice.  If buyer wishes to cancel order once shipped they may only do so by refusing shipment from carrier. A 15% restocking fee will be assessed to the invoice in addition to any freight charges incurred. If package is not refused and is accepted by Buyer they are bound to the No Return policy outlined herein.

DELIVERY OR PERFORMANCE

Unless otherwise specified on the face hereof, all deliveries are F.O.B. point of shipment. Shipment will be made in accordance with instructions issued by Seller. Upon delivery of goods to carrier, Buyer assumes risk of all loss and damage resulting from any cause whatsoever. Shipping, delivery or performance dates are approximate and are not guaranteed.

FORCE MAJEURE

Seller shall not be liable for any delay or other failure of performance  due to causes beyond its reasonable control , including without limitation acts of God, acts of military or civil authorities, fire or other casualty, strikes, lockouts, weather, epidemic, war, terrorism, riot, delays in transportation, or inability to obtain necessary labor, materials, components, equipment, services, energy or utilities through Sellers usual and regular sources at usual and regular prices. In any such event, Seller may, with notice to Buyer, at any time and from time to time without further liability to Buyer (a) postpone its performance under this contract, (b) make partial performance or cancel all or any portion of this contract, or (c) allocate available quantities among its customers in any manner which Seller deems reasonable. Cancellation of any part of this contract shall not affect Sellers right to payment for performance of any other part hereof.

LIMITED WARRANTY

Seller warrants that the product (s) you have purchased will be from defects in workmanship and materials for 7 days after the date of delivery of any such product to you, provided such product (s) is/are used by you under normal conditions for intended purpose (s). Any product or part thereof which is determined by Seller upon physical inspection (see Disposition of Claims (below) for additional information) to be defective in materials or workmanship will be, at Sellers sole option (a) repaired or replaced or (b) refund the sales price received by Seller for such materials.

WARRANTY DISCLAIMER

No warranty or affirmation of fact, express or implied, other than as set forth in the limited warranty statement above is made or authorized by Seller. Seller does not warrant that its products will be compatible with your products, that its products will produce desired results when combined with your products or that you will be satisfied with the strength, consistency or aroma of Sellers products. To the extent that any implied warranties may, be operation of law, arise or survive this disclaimer, such warranties shall have a term which shall not exceed 7 days after the date of delivery of such product. Seller disclaims any liability for product defect claims that are due to product misuse, improper product selection or misapplication, or failure to follow instructions. Any product descriptions found on our website, catalog or other literature does not express or imply a warranty that such products are merchantable or fit for a particular product.

LIMITATIONS OF DAMAGES

(A) In no event shall Seller be liable for incidental, consequential or special damages arising out of or relating to the transaction herein.(B) In no event shall the aggregate liabilities of Seller to Buyer arising out of or relating to the transaction herein exceed the purchase price paid by Buyer to Seller hereunder of the materials in respect of which such claim is made.

NO RETURNS

Except as expressly set forth in Disposition of Claims below, there shall be no returns of any products, or refunds of the purchase price and associated fees and costs thereof. NO UNAUTHORIZED RETURNS PERMITTED

DISPOSITION OF CLAIMS

Seller will make a good faith effort for prompt disposition with respect to any claim regarding any product which proves to be defective.  Before returning any purportedly defective product, Buyer must submit to Seller the products purchase date, original invoice number, a description of any purported defect (s), and obtain return authorization from Seller. (A) All claims for defects hereunder must be presented to Seller within 7 days after delivery to Buyer. Failure of Buyer to give such notice shall constitute a waiver by Buyer of all claims in respect thereto. Seller shall have an opportunity of verifying any such defect before materials are used by Buyer. Buyer shall return the defective or nonconforming materials to Seller strictly in accordance with Sellers instructions concerning shipping, handling, insurance and other matters as to which Seller issues instructions. Failure to comply with these provisions shall invalidate any claim by Buyer for defects in materials by Buyer  (B) In no event shall Seller be liable for 1) Materials damaged in shipment or otherwise without fault of Seller. 2) Defects in materials due to negligence (other than that of Seller), accident, abuse, improper care or storage, abnormal condition of temperature or moisture. 3 ) Damage to materials which have been tampered with or altered in any way other than by Seller. 4) Expenses incurred by Buyer in attempting to correct any defects in materials without Sellers prior written consent.

PRODUCT SUITABILITY

States and localities may have codes and regulations governing the sales, construction, installation, and/or use of products for certain purposes, and such codes and regulations may vary from those in other states in localities. Seller cannot guarantee compliance with such codes and regulations, and further cannot be responsible for purchasers product installation or use. Before purchasing a product &/or using a product, it is Buyers duty to review any product instructions and federal, state and local codes and regulations, and ensure that the product and its installation and use will comply with such codes and regulations. It is the users responsibility to test every fragrance and product for compatibility with any and all of the users end product (s), the user assumes all risk of product incompatibility, unexpected results and the like.  Buyer will not order or use any goods or services unless it is satisfied that the goods and services are suitable for Buyers use. Buyer agrees to store and use all goods and services in a safe manner.

LIMITATION OF ACTION

Any action for loss or damage with respect to goods or services which are the subject of this contract must be commenced by Buyer within 180 days from the date of delivery of goods or services or such claim shall be forever barred.

INDEMIFICATION

Buyer assumes all risk and liability for loss, damages or injury to persons or to the property of the Buyer arising out of the use or presence of materials purchased hereunder. Buyer agrees to indemnify and hold harmless Seller against Seller against any liability, damages, losses, costs, and expenses in connection with any suit or claim, including but not limited to any loss of use, loss of profits, damage or injuries to person or property arising out of or relating to any use of materials purchased by Buyer herein, whether such claims is made by Buyer, Buyers customers or other third parties.

CANCELLATION

Seller may cancel this agreement as well as any or all other outstanding transactions between Seller and Buyer at any time in the event that Buyer shall fail to perform or observe any term or condition hereof by giving Buyer ten days written notice of cancellation.  Cancellation hereunder shall not prevent Seller from pursuing any other remedy available to Seller by law or from seeking all such damages to which Seller may be entitled.

ADVICE & ASSISTANCE

Upon request, Seller in its discretion may furnish as an accommodation to Buyer technical advice or assistance regarding the goods or services. Seller assumes no obligation or liability for the advice or assistance given or the results obtained, which shall be at Buyers sole risk.

MISCELLANEOUS

This contract constitutes the entire agreement between Buyer and Seller relating to the goods or services which are the subject hereof. No modifications shall be binding upon the Seller unless in writing signed by Sellers duly authorized representative. If any term or provision of this contract shall to any extent be invalid or unenforceable, the remainder of the contract shall not be affected, thereby, and each term and provision of this contract shall continue to be valid and enforced to the fullest extent of the law.  No waiver by either party of default shall be deemed a waiver of any subsequent default. The captions herein shall have no substantive significance. Buyer shall not assign or transfer this Agreement  or the benefits thereof without the prior written consent of Seller.

CHOICE OF LAW AND JURISDICTION

These Terms and Conditions shall be construed in accordance with the laws of the State of Michigan, without regard to principles governing conflicts of laws. Buyer and Seller shall consent to the jurisdiction and venue of the federal and state courts situated in or having their suits over Livonia, Michigan.

ATTORNEYS FEES

If Seller pursues any legal action to enforce any of its rights, Seller shall be entitled to recover from Buyer all reasonable attorneys fees, any arbitrations costs and all other costs and expenses incurred by Seller in connection with such action. No Minimum order, Orders less than $50.00 are subject to a $5.00 service charge. Michigan customers must present certificate of Michigan Sales and Use Tax exemption to avoid Michigan State Sales Tax.

OTHER TERMS AND CONDITIONS MAY APPLY