Terms of Sale
TERMS AND CONDITIONS FOR THE ONLINE SALE OF PRODUCTS AND SERVICES
1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.
BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH GOLDEN WEST DIAGNOSTICS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY (“GWD”), OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, PRODUCTS BY APPLICABLE LAW.
These terms and conditions (these “Terms”) apply to the purchase and sale of products through https://goldenwestdiagnostics.com (the “Site”). These Terms are subject to change by GWD (referred to as “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and you should review these Terms before purchasing any product or services that are available through this Site. Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.
These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products or services through this Site (see Section 9).
2. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between GWD and you will not take place unless and until you have received your order confirmation email. You have the option to cancel your order at any time before we have sent your order confirmation email by visiting our Contact Us page or calling our Customer Service Department at +1 (951) 414-1870.
3. Prices and Payment Terms.
(a) All prices posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total price and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
(b) Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. Payments for all purchases will be made by providing your information to Shopify. You represent and warrant that (i) you are legally authorized to provide such information, (ii) you are legally authorized to initiate payments using such information, and (iii) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
4. Shipments; Delivery; Title and Risk of Loss.
(a) We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process.
(b) Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
5. Inspection and Acceptance; Returns and Refunds; International Orders.
(a) You acknowledge and agree that the products provided hereunder are biological materials and, while conforming to their specifications, deviations may occur between lots, however, we shall use commercially reasonable efforts to implement and follow manufacturing and quality control procedures to provide lot-to-lot consistency when possible. You, therefore, shall be responsible for verifying and determining the suitability of the products in its intended application(s). Pre-shipment samples of each batch of the Product may be available, upon request, for your opportunity to inspect and evaluate the material for suitability of use prior to actually purchasing the Product.
(b) You shall inspect the products received within two days of receipt. You shall be deemed to have accepted the product unless you earlier notify us in writing to Orders@GoldenWestDiagnostics.com and furnish written evidence or other documentation as required by us that the product: (i) are damaged, defective, or otherwise do not conform to the listed in the applicable purchase order; or (ii) were delivered to you as a result of our error. If you notify us pursuant to this Section 5, then we shall determine, in our sole discretion, whether to repair or replace the product or refund the price for the product, together with all shipping expenses incurred by you in connection therewith. You shall ship at your expense and risk of loss, all product to be returned, repaired, or replaced under this Section 5 to an address specified in writing by us. All returns (i) are subject to a 25% restocking fee, (ii) must be returned in their original packaging, unopened and undamaged, and (iii) must include a written certification from you that the product has not been opened and has been handled in accordance with its specifications. If we exercise our option to replace the product, we shall, after receiving your shipment of the product under this provision, ship to you, at our expense and risk of loss, the replacement product to your initial requested location. Refunds are processed within approximately three business days of our receipt of the product. Your refund will be credited back to the same payment method used to make the original purchase on the Site. EXCEPT AS PROVIDED UNDER THIS SECTION 5, ALL SALES OF PRODUCT TO YOU UNDER THESE TERMS ARE MADE ON A ONE-WAY BASIS AND YOU HAVE NO OTHER RIGHT TO RETURN THE PRODUCT PURCHASED UNDER THESE TERMS.
(c) We do not return or exchange product that has been processed or shipped to an address outside of the continental United States. We do not guarantee delivery or time of receipt on orders shipped outside of the continental United States due to variations in customs or import regulation. We do not offer refunds on orders processed or shipped outside of the continental United States due to non-receipt of the order. We do not issue refunds or exchange credits for orders held, refused or destroyed by customs agencies.
6. Disclaimer. NEITHER GWD NOR ANY PERSON ON GWD’S BEHALF HAS MADE OR MAKES FOR YOUR BENEFIT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING ANY WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; (iii) TITLE; OR (iv) NON-INFRINGEMENT; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. DISTRIBUTOR ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY GWD, OR ANY OTHER PERSON ON GWD’S BEHALF.
7. Limitation of Liability.
(a) Nothing in these Terms shall limit or exclude GWD’s liability for any matter in respect of which it would be unlawful for GWD to exclude or restrict liability;
(b) Subject to Section 7(a):
(i) TO THE MAXIMUM EXTENT PERMITTED BY LAW, GWD SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. IN NO EVENT SHALL GWD’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE WEBSITE EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNTS PAID BY YOU TO GWD FOR THE PAST SIX MONTHS FOR THE PRODUCTS.
(ii) THE LIMITATIONS IN THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND WHETHER OR NOT GWD HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
8. Export. You agree to comply with all applicable laws and regulations of the various states and of the United States including all Export Regulations, as defined below. Products and services purchased from the Site may be controlled for export purposes by export regulations, including but not limited to, the Export Control Reform Act of 2018 (ECRA) (Title XVII, Subtitle B of Pub. L. No. 115-232), the Export Administration Regulations (15 C.F.R. 768-799) for which ECRA is permanent statutory authority, the International Traffic in Arms Regulations (22 C.F.R. 120-128 and 130) and their successor and supplemental regulations (collectively, “Export Regulations”).
9. Privacy. Our Privacy Policy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.
10. Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms (except for any of your obligations to make payments to us hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of these Terms; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; (i) other similar events beyond the control of the Impacted Party. The Impacted Party shall give notice within 15 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 30 consecutive days following written notice given by it under this Section 10, either party may thereafter terminate the ordered product and services upon 5 days’ written notice.
11. Governing Law and Jurisdiction. These Terms will be governed by and interpreted in accordance with the laws of the State of California, without regard to its conflict of laws provisions. Any claims, legal proceedings or litigation arising in connection with these Terms or the Website, for which the dispute arbitration provision below does not apply, will be brought solely in the federal or state courts located in Riverside County. You consent to the jurisdiction and venue in such courts and waive any objection as to inconvenient forum.
12. Dispute Resolution and Binding Arbitration. You agree that any dispute, claim or controversy arising out of or relating to these Terms or to your use of the Site will be settled by binding arbitration as set forth in the our Terms of Use.
13. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
14. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of GWD.
15. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
16. Notices.
(a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
(b) To Us. To give us notice under these Terms, you must contact us as follows: (i) by facsimile transmission to +1 (951) 699-1087; or (ii) by personal delivery, overnight courier or registered or certified mail to Golden West Diagnostics LLC, 27617 Commerce Center Dr., Temecula, CA 92590. We may update the facsimile number or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
17. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
18. Entire Agreement. Our order confirmation, these Terms, our Website Terms of Use and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.