Terms and Conditions

PURCHASE ORDER TERMS AND CONDITIONS

Each Purchase Order placed by buyer for goods and/or services is subject to these standard purchase terms and the terms of the applicable Purchase Order, and is conditional upon Buyer’s agreement to such terms. The Buyer shall be deemed to have agreed to be bound by such terms by placing the Purchase Order, and paying the applicable fee.

1. DEFINITIONS.
In these Standard Purchase Terms, the following definitions apply:
a. Agreement means the agreement between Supplier and Buyer for the purchase and sale of Goods.
b. Buyer means the individual with the willingness and ability to purchase.
c. Deliverable means any deliverable or other product that is referred to in a Purchase Order, and any related materials, data, documentation, and includes any Intellectual Property Rights developed by Supplier pursuant to such Purchase Order.
d. Delivery Date means the date of delivery for Goods or performance of Services as specified in a Purchase Order.
e. Delivery Point means the location identified by Buyer in the Purchase Order to which the Supplier is to deliver Goods and/or perform the services, or such other delivery area or point which is specified in writing by Buyer.
f. Goods means the goods that are required to be delivered by Supplier pursuant to a Purchase Order, and include all materials, component parts, packaging and labelling of such goods.
g. Intellectual Property Rights means all intellectual and industrial property rights and rights of a similar nature including all rights in and to, patents including all issued patents and pending applications therefore and patents which may be issued therefrom (including divisions, reissues, re-examinations, continuations and continuations-in- part); trade-marks; copyrights; industrial design rights; rights pertaining to trade secrets and confidential information; publicity rights; personality rights; moral rights; and other intellectual property rights whether registered or not and all applications, registrations, renewals and extensions pertaining to the foregoing.
h. Purchase Order means the purchase order between Buyer and Supplier for the purchase and sale of Goods and/or Services, to which these Standard Purchase Terms are attached or are incorporated by reference.
I. Service means any act provisional upon the purchase order provided by Supplier to Buyer, within the normal course and scope of business.
j. Specifications means the requirements, attributes and specifications for the Goods that are set out in the applicable Purchase Order. Specifications also include: (a) documentation published by Supplier relating to the Goods or Services; (b) operational and technical features and functionality of the Goods or Services; (c) standards or levels of service performance for Services; and (d) Buyer business requirements that are expressly set out in a Purchase Order.
k. Supplier means the party indicated on the face page of the Purchase Order that is contracting with Buyer for the purchase and sale of Goods, named Spirodite.
l. Supplier Proposal means any acknowledgement, estimate, quote, offer to sell, invoice, or proposal of Supplier relating to the supply of Goods and/or Services to Buyer, including any delivery in connection with a request for quotations, request for proposal or similar process initiated by Buyer.
m. Warranty Period means in respect of any Goods: (i) the express written warranty period provided by Supplier for the Goods or Services; and (ii) the period commencing on the date of Acceptance of such Goods or Services and ending on the date that is one (1) year from that date.

2. AGREEMENT.
The Agreement consists only of: (a) these Standard Purchase Terms; (b) the applicable Purchase Order; and (c) any Specifications or other documents expressly referenced in the Purchase Order. Any reference in the Purchase Order to any Supplier Proposal is solely for the purpose of incorporating the descriptions and specifications of the Goods and/or Services contained in the Proposal, and only to the extent that the terms of the Supplier Proposal do not conflict with the descriptions and Specifications set out in the Purchase Order. Buyer’s acceptance of, or payment for, Goods and/or Services will not constitute Buyer’s acceptance of any additional or different terms in any Supplier Proposal, unless otherwise accepted in writing by Buyer. If there is any conflict or inconsistency between the documents constituting the Agreement, then unless otherwise expressly provided, the documents will rank in the order of precedence in accordance with the order in which they are listed in this Section 2.

3. DELIVERY OF GOODS AND SERVICES.
Supplier agrees to supply and deliver the Goods to Buyer, as applicable, on the terms set out in this Agreement. Supplier shall, at expense of the buyer upon payment of the delivery fee, pack, load, and deliver Goods to the Delivery Point and in accordance with the invoicing, delivery terms, shipping, packing, and other instructions printed on the face of the Purchase Order or otherwise provided to Supplier by Buyer in writing. No charges will be allowed for freight, transportation, insurance, shipping, storage, handling, demurrage, cartage, packaging or similar charges unless provided for in the applicable Purchase Order or otherwise agreed to in writing by Buyer.
Buyers reserve no rights to request any packaging, loading, or shipping methods except the ones offered by the seller. This implies that, buyers are restricted only able to the services and methods offered by the seller. Upon shipment of the purchased food,, buyers cannot cancel or change the order. All changes and cancellations should be duly carried out prior to the shipment. The seller will not be liable for any inconvenience post-shipment. In the event that the courier fails to deliver the goods to buyers due to buyers’ fault or incompetence , supplier is not responsible for the loss of goods or the fees that incurred and any other economic loss.
Time is of the essence with respect to delivery of the Goods. Goods shall be delivered by the applicable Delivery Date. Supplier will immediately notify Buyer if Supplier is likely to be unable to meet a Delivery Date. At any time prior to the Delivery Date, Buyer may, upon notice to Supplier, cancel or change a Purchase Order, or any portion thereof, for any reason, including, without limitation, for the convenience of Buyer or due to failure of Supplier to comply with this Agreement, unless otherwise noted.
Title and risk of loss or damage shall pass to Buyer upon receipt of Goods at the Delivery Point, unless otherwise agreed to by the Buyer in writing. Buyer has no obligation to obtain insurance while Goods are in transit from Supplier to the Delivery Point.

4. INSPECTION; ACCEPTANCE AND REJECTION.
All shipments of Goods and performance of Services shall be subject to Buyer’s right of inspection. Buyer shall have one (1) day (the “Inspection Period “) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon such inspection Buyer shall either accept the Goods or Services (“Acceptance “) or reject them. Buyer shall have the right to reject any Goods that are delivered in damaged or defective. In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications or any term of this Agreement. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods. Buyer’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods, and such warranties shall survive inspection, test, Acceptance and use of the Goods.
To be eligible to rejection of goods, the returned goods must have their tags intact, not wore and unwashed. The candles must also be unused and intact. The seller reserves the right to decline returned goods that do not fit this criteria.

CUSTOMS, DUTIES, AND TAXES
Sporodite is not responsible for any customs and taxes applied to your order. All fees imposed during or after shipping are the responsibility of the customer (tariffs, taxes, etc.).
DAMAGES 
Spirodite is not liable for any products damaged or lost during shipping. If you received your order damaged, please contact the shipment carrier or our support team directly to file a claim. Please save all packaging material and damaged goods before filing a claim..

5. PRICE/PAYMENT TERMS.
Prices for the Goods will be set out in the applicable Order. Price increases or charges not expressly set out in the Purchase Order shall be effective regardless. Supplier will issue all invoices on a timely basis. Supplier only issues electronic versioned invoice. Buyers cannot request different types of invoices. Buyers must pay the full price for the purchase to be completed. Supplier will not process the order without the full price paid by buyers. Buyers cannot negotiate prices with supplier.

6. TAXES.
Unless otherwise stated in a Purchase Order, all prices or other payments stated in the Purchase Order are exclusive of any taxes. Supplier shall separately itemize all applicable taxes each on each invoice and indicate on each invoice its applicable tax registration number(s). Buyer will pay all applicable taxes to Supplier when the applicable invoice is due. Buyers have to pay for the taxes applied along with the products in order to complete the order. Notwithstanding any other provision of this Agreement, Buyer may withhold from all amounts payable to Supplier all applicable withholding taxes and to remit those taxes to the applicable governmental authorities as required by applicable laws.

7. HAZARDOUS MATERIALS.
All the materials will be displayed under each products’ description on the website to educate buyers on the composition and set up. The quantity used of each substance, of any Goods, and/or of any process used to make, assemble, use, maintain or repair any Goods are confidential information, supplier will only offer these information under government/ legal orders. This is done to prevent any form of allergic reaction, injury or even death.

8. LEGAL COMPLIANCE.
In carrying out its obligations under the Agreement, Supplier shall at all times comply with all applicable federal, provincial, and municipal laws, regulations, standards, and codes. Supplier shall be at all times registered with the workplace safety and insurance board, and provide Buyer with evidence of good standing upon request. Supplier shall obtain all applicable permits, licences, exemptions, consents and approvals required for the Supplier to manufacture and deliver the Goods and perform the services.

9. PRODUCT WARRANTIES.
Buyers should note that all the products don’t have warranty. They are all of merchantable quality and fit for purpose. However, Buyers must check the products on the day they received the products. If there is any damages, they can return the products and request for a refund or replacement. If they choose to accept the products, buyers cannot find any reason to request for a refund or replacement or start any other legal matters for compensation, as adequate time has been given to consider all options.

10. SERVICE WARRANTIES.
Supplier shall perform all Services: (i) exercising that degree of professionalism, skill, diligence, care, prudence, judgment, and integrity which would reasonably be expected from a skilled and experienced service provided providing services under the same or similar circumstances as the Services under this Agreement; (ii) in accordance with all Specifications and all Buyer policies, guidelines, by-laws and codes of conduct applicable to Supplier.

11. INTELLECTUAL PROPERTY WARRANTY. Supplier further warrants to Buyer that at all times all Goods and or Services (including any Deliverables) will not be in violation of or infringe any Intellectual Property Rights of any person. The supplier has the necessary permissions to use such trademarks. The seller duly reserves all intellectual property rights and does not delegate any or part of it to any third party.

12. MANUFACTURER WARRANTIES. Supplier shall assign to Buyer all manufacturer’s warranties for Goods not manufactured by or for Supplier, and shall take all necessary steps as required by such third-party manufacturers to effect assignment of such warranties to Buyer.

13. INTELLECTUAL PROPERTY RIGHTS. All Intellectual Property Rights in and to each Deliverable shall vest in seller free and clear of all liens and encumbrances on receipt of payment by buyer for each Deliverable. To the extent that any Deliverables contain any intellectual property of Supplier, Supplier does not grant to Buyer a worldwide, royalty-free, non-exclusive, perpetual license to use, copy, modify and distribute such intellectual property as part of the Deliverables.

14. CONFIDENTIALITY. Supplier shall safeguard and keep confidential any and all information relating to Buyer obtained by it or provided to it by Buyer in connection with this Agreement, and shall use such information only for the purposes of carrying out its obligations under this Agreement.

15. INDEMNITIES.
Supplier shall not indemnify and not obliged to, defend and hold harmless Buyer, its Affiliates, and their respective officers, directors, employees, consultants, and agents (the “Buyer Indemnified Parties“) from and against any claims, fines, losses, actions, damages, expenses, legal fees and all other liabilities brought against or incurred by the Buyer Indemnified Parties or any of them arising out of: (a) death, bodily injury, or loss or damage to real or tangible personal property resulting from the use of or any actual or alleged defect in the Goods or Services, or from the failure of the Goods or Services to comply with the warranties hereunder; (b) any claim that the Goods or Services infringe or violate the Intellectual Property Rights or other rights of any person; (c) any intentional, wrongful or negligent act or omission of Supplier or any of its Affiliates or subcontractors; (d) Supplier’s breach of any of its obligations under this Agreement; or (e) any liens or encumbrances relating to any Goods or Services.
Supplier reserve all the explanation rights. The supplier is not responsible for any death , injury, or any types of damage that occurs in the event that the buyers don’t follow the instructions set by the supplier.

16.LIMITATION OF LIABILITY.
Except for supplier’s obligations set out under this aggrement, and except for damages that are the results of the gross negligence or willfil misconduct of a party, in no event will either party be liable to the other party or any other person for any indirect, incidental, consequential, or punitive damages, including any lost profits, goodwill, or business opportunity for any matter relating to this agreement.

17. INDEPENDENT CONTRACTORS.
Supplier will perform its obligations under the Agreement as an independent contractor and in no way will Supplier or its employees be considered employees, agents, partners, fiduciaries, or joint venturers of Buyer. Supplier and its employees will have no authority to represent Buyer or its Affiliates or bind Buyer or its Affiliates in any way, and neither Supplier nor its employees will hold themselves out as having authority to act for Buyer or its Affiliates.

18. SEVERABILITY.
If any provision of this Agreement is determined to be unenforceable or invalid for any reason whatsoever, in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part thereof and all other provisions shall continue in full force and effect.

19. WAIVER.
No waiver of any provision of this Agreement shall be enforceable against that party unless it is in writing and signed by that party. 21. CUMULATIVE REMEDIES.
Subject to this agreement, the rights and remedies of the Buyer in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity.

21. SURVIVAL.
Any provision of this Agreement which expressly or by implication from its nature is intended to survive the termination or completion of the Agreement will continue in full force and effect after any termination, expiry or completion of this Agreement.

22. INTERPRETATION.
The headings used in this Agreement and its division into articles, sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders. References in this Agreement to articles, sections, schedules, exhibits, appendices, and other subdivisions are to those parts of this Agreement. Where this Agreement uses the word “including,” it means “including without limitation,” and where it uses the word “includes,” it means “includes without limitation.

23. GOVERNING LAW
The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. This Agreement shall be governed by the laws of the United States of America applicable therein. The parties irrevocably attorn to the jurisdiction of the courts of the United States, which will have non-exclusive jurisdiction over any matter arising out of this Agreement.

24. CHANGES.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If any revision occurs, the new terms taking effect right away. What constitutes a material change will be determined at our sole discretion. Should any of the clauses of these General Terms and Conditions be wholly or partially invalid or void, the validity of the remaining clauses or parts thereof shall not be affected.

27. LANGUAGE.
It is the express wish of the parties that this Agreement and any related documentation be drawn up in English.