Acknowledgment Of Order And Terms And Conditions Of Sale
This is to acknowledge receipt of the purchase order referenced on the front of this document (the “Order”) relating to the product(s) described on such Order (the “Products”) and to set forth the terms and conditions (“Terms and Conditions”) of sale of the Products pursuant to such Order. The purchaser under such Order is referred to as “Buyer” and New Chapter®, Inc. is referred to as “Seller.” Any terms set forth on the face of such Order, or on the reverse side thereof, or attached to or accompanying such Order, other than the specifications of the Products, the quantity, price and desired delivery date, are hereby rejected. The following terms shall be in the nature of a counter-offer to the buyer, and upon fulfillment of the Order, these shall be the exclusive terms governing the Order.
TERMS OF PAYMENT: Terms are as indicated from the date of Seller’s invoice in U.S. currency. Seller shall have the right, among other remedies, either to terminate this agreement or to suspend further performance under this and/or other agreements in the event Buyer fails to make any payment when due. Buyer shall be liable for all expenses, including attorneys’ fees, relating to the collection of past due amounts. Any payment not paid when due shall bear interest at a rate to be determined by Seller, which shall not exceed the maximum rate permitted by law, from the due date until paid. In some instances, cash payments or security satisfactory to Seller may be required by Seller for future deliveries and for the Products theretofore delivered.
RETURN OF PRODUCT FOR CREDIT: Product returns (other than end-user returns as discussed in 5. below) may only be made at Seller’s discretion. No returns will be accepted without an accompanying, approved Returned Materials Authorization (RMA) as issued by Seller. All RMA’s will be credited in the amount of the purchase price paid by Buyer less a 15% restocking fee to Buyer’s account when the return has been received and processed. Refunds will not be issued. Product that has less than one year dating, or is discontinued or expired will not be accepted for return.
TAXES: Any tax or governmental charge (or increase in same) affecting Seller’s costs of production, sale, or delivery shall be for Buyer’s account and shall be added to the price. Unless Buyer provides to Seller a valid, applicable and correct tax exemption certificate prior to Seller’s acceptance of the order, Buyer is responsible for sales and all other taxes associated with the order, however designated, except for taxes on Seller’s net income.
SHIPMENT AND DELIVERY: If deliveries are made F.O.B. Seller’s shipping point, risk of loss or damage and responsibility shall pass from Seller to Buyer upon delivery to and receipt by a common carrier. Any claims for shortages or damages suffered in transit shall be submitted by Buyer directly to the carrier. If deliveries are made F.O.B. Buyer’s receiving point, risk of loss or damage and responsibility shall pass from Seller to Buyer upon delivery to Buyer’s receiving point. Any claims for shortages or damages suffered in transit shall be submitted by Seller directly to the carrier provided Buyer has reported damages to Seller within 14 days as specified in 5. below. While Seller will use commercially reasonable efforts to maintain the delivery date(s) acknowledged or quoted, all shipping dates are approximate and not guaranteed. Delayed delivery shall not be grounds for termination of the Order and shall not entitle Buyer to any damages whatsoever. Seller reserves the right to make partial shipments. Seller, at its option, shall not be bound to tender delivery of any Products for which Buyer has not provided shipping instructions. If the shipment of the Products is postponed or delayed by Buyer for any reason, Buyer agrees to reimburse Seller for any and all storage and other additional expenses resulting therefrom.
LIMITED WARRANTY; LIMITATION OF REMEDY AND LIABILITY: Seller warrants 100% end user (consumer) satisfaction. Buyer will be credited at full purchase price for customer returns regardless of reason for return. SELLER MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS, WITHOUT LIMITATION, ANY WARRANTY AGAINST INFRINGEMENT; AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Buyer agrees to examine and inspect the Products upon arrival at the destination. If Buyer deems any Products nonconforming, Buyer shall promptly give detailed written notice of such nonconformity to Seller. Any claim of nonconformity shall be deemed waived unless written notice thereof is given to Seller promptly after discovery, but in no event later than fourteen (14) days from the date of sale. Seller’s responsibility and Buyer’s exclusive remedy is limited to the replacement of the Products or a credit of the amount of the purchase price paid by Buyer, at Seller’s option, upon the return of any nonconforming Products to Seller at Buyer’s expense.
Seller shall not be responsible for any losses or damages due to misuse, accident, abuse, neglect, deterioration, spoilation, Buyer’s negligence or intentional conduct, unauthorized modification or alteration, or use in excess of recommended amounts.
IT IS UNDERSTOOD AND AGREED THAT SELLER’S LIABILITY HEREUNDER OR IN CONNECTION WITH THE MANUFACTURE OR SALE OF THE PRODUCTS DESCRIBED HEREIN, WHETHER IN CONTRACT, TORT, INFRINGEMENT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE SHALL NOT EXCEED THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE PAID BY BUYER. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF ANTICIPATED PROFITS INCURRED BY BUYER).
It is agreed and understood that Buyer shall not make warranties or representations concerning the Products that have not been made or approved by Seller and shall not alter or modify any warranty supplied by Seller. Buyer hereby agrees to indemnify and hold harmless Seller for all loss, cost and expense incurred by Seller directly or indirectly resulting from the extension by Buyer, its officers, employees, agents, subdistributors or representatives of representations or warranties not authorized by Seller or the alteration or modification of any warranty extended by Seller. The provisions of this paragraph shall survive termination, for whatever reason, of the Order.
- EXCUSE OF PERFORMANCE (FORCE MAJEURE): Seller shall not be liable for delays in performance or for non-performance due to acts of God; acts of Buyer; unforeseen circumstances or any other events or causes beyond Seller’s reasonable control. Deliveries or other performance may be suspended for an appropriate period of time or canceled by Seller upon notice in the event of any of the foregoing, but the remainder of the Order shall remain unaffected.
If Seller determines that its ability to supply the Products, or to obtain material used directly or indirectly in the manufacture of the Products, is hindered, Seller may allocate its available supply of the Products among its purchasers on such basis as Seller determines to be equitable without any liability arising therefrom.
CHANGES: Once order is received, accepted and in process, no changes may be made.
GENERAL PROVISIONS: These Terms and Conditions supersede all other communications, negotiations and prior oral or written statements regarding the subject matter of these Terms and Conditions. No change, modification, rescission, discharge, abandonment, or waiver of these Terms and Conditions shall be binding upon Seller unless made in writing and signed on its behalf. No conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, reject, or supplement these Terms and Conditions shall be binding unless made in writing and signed by the party to be bound. No modification shall be affected by Seller’s receipt, acknowledgment, or acceptance of purchase orders, shipping instruction forms, or other documentation containing terms at variance with or in addition to those set forth herein. No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing shall constitute a continuing waiver of any other breach or default or of any other right or remedy, unless expressed in writing and signed by the party to be bound. All typographical or clerical errors made by Seller in any quotation, acknowledgment or publication are subject to correction. The remedies provided in this Agreement for either party are cumulative and in addition to any other remedies that may be available at law or equity.
The validity, performance, and all other matters relating to the interpretation and effect of this agreement shall be governed by the laws of the state of Vermont, without giving effect to its conflict of laws rules. The application of the United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods to this Agreement are expressly excluded. Buyer and Seller agree that the proper venue for all actions arising in connection herewith shall be only in the state where the Products involved in such actions were manufactured and the parties agree to submit to such jurisdiction.
New Chapter is a business that markets and sells dietary supplements which are a type of food. Unless specifically otherwise noted, all of the information on this web site pertains only to our dietary supplements, not to any drug product. We at New Chapter do not market or sell our dietary supplements for the purpose of preventing, curing, treating, diagnosing or giving relief from (i.e. mitigating) any specific disease or a specific class of diseases; the law applicable to dietary supplements, the Dietary Supplement Health and Education Act of 1994, commonly referred to as DSHEA, does not permit us to do so and it is not our intention to do so.
New Chapter does not provide medical advice.
The information contained in this Site, or provided at your request as a result of the completion of a questionnaire by you, is provided for informational purposes only. New Chapter does not recommend any particular form of medical treatment or that persons manage their own health problems without the advice of a licensed health care practitioner. Information found or received through this Site should not be used in place of a visit with, call to, consultation or advice from a health care provider. If you suspect you have a medical problem, or should you have any health care related questions, please promptly call or see your health care practitioner.
Minimum Advertised Price Policy (Effective December 19, 2016)
In order to maintain and to further enhance the New Chapter, Inc. (“New Chapter”) brand image, we instituted in 2006 a unilateral policy announcing minimum advertised price standards for New Chapter products sold to U.S. customers. This policy was revised in 2008, 2011, & 2013. We are now revising our policy and this amended Minimum Advertised Price Policy (“MAP Policy”) is effective as of December 19, 2016. As before, it will apply to all New Chapter products. Under our amended MAP Policy, if any retailer advertises in media advertising, in catalogs or on paid Internet advertising*any New Chapter product below our minimum advertised price listed on New Chapter’s current wholesale price list (the “MAP Price”), New Chapter will allocate product as it deems appropriate or discontinue product sales and shipments.
It is inconsistent with this MAP Policy for New Chapter products to be advertised together at a single price that is lower than the sum of the individual MAP Prices for those products. This MAP Policy does not cover point-of-sale signs, stickers, hangtags, or bar codes and similar markings on products or product packaging which merely state the retail prices at which New Chapter products may be purchased. This MAP Policy does not cover products discontinued by New Chapter.
Retailers (including, but not limited to, Internet retailers and in-store retailers) may sell New Chapter products only to retail customers. Retailers may not sell or otherwise provide any New Chapter product to another retailer. Failure to adhere to this policy will lead to product allocation deemed appropriate by New Chapter, or discontinuance of sales and shipments. Finally, and most importantly, the MAP Policy does not apply in any way to your actual selling prices; your retail sales prices for any and all New Chapter products remain wholly within your discretion. We do not seek, nor will we accept, any agreement or assent from you respecting our MAP Policy, either now or at any future time. This policy is being established by us unilaterally and therefore is not subject to negotiation. New Chapter will implement and take action respecting its MAP Policy unilaterally based upon information deemed sufficient by New Chapter, and all such determinations are final. We reserve the right at any time to modify this policy, to establish new or different policies or to discontinue any or all of such policies. This MAP Policy shall remain in effect until modified or terminated by us. We believe that our policy is clear and unambiguous. Should you have any inquiries regarding our policy, please contact New Chapter at 800-543-7279 or email@example.com.
- For purposes of this MAP Policy, “paid Internet advertising” is the advertising paid for by a retailer to promote its prices for New Chapter products on the Internet on, but not limited to, shopping comparison websites, auction websites, banner/display advertising on third party websites, Internet marketplaces, other Internet landing pages/lead capture pages that are not within a retailers’ own website (including affiliate websites), or Internet search optimization results that a retailer pays a third party entity to ensure that its New Chapter products are highlighted/prominently displayed in search engine results or in the “paid advertisement” sections of a search engine results page. The MAP Policy does not apply to Internet advertised prices or “percentage off” figures that are displayed only on “checkout,” “shopping cart,” or “too low to show” pages that are linked to the main pages upon which the New Chapter products are primarily displayed.
All sales of New Chapter products in the United States and Canada are governed by the following policies:
INTERNET RETAILER POLICY:
The New Chapter Internet -Retailer Policy governs the Internet resale of New Chapter products and states that only authorized Internet retailers are allowed to sell New Chapter products. This policy protects New Chapter’s reputation and brand integrity, and it protects its approved retail outlets and Internet accounts from being harmed by the conduct and practices of unapproved Internet accounts.
The policy applies to all Internet retailers. All individuals or companies that are not currently authorized by New Chapter to resell New Chapter products through the Internet but are interested in doing so must submit information to New Chapter and obtain approval before being authorized to sell New Chapter products.
New Chapter also maintains strict regulations relating to the use of its trademarks (including use in domain names) and must ensure that its trademarks are not used in any manner that could adversely affect New Chapter’s rights therein. The unauthorized use of New Chapter copyrights, trademarks, logos, manufacturing images, product images, copy or other New Chapter information on the Internet without the express consent of New Chapter is strictly prohibited. Furthermore, this policy states that Internet retailers shall not improperly use any New Chapter trademark and will not reserve, register or use any domain names incorporating or confusingly similar to any New Chapter trademark, including without limitation, the NEW CHAPTER® mark.
Failure to adhere to the Internet Retailer Policy will lead to product allocation deemed appropriate by New Chapter, or discontinuance of sales and shipments.
This policy is being established by New Chapter unilaterally and therefore is not subject to negotiation. New Chapter will implement and take action respecting its Internet Retailer Policy unilaterally based upon information deemed sufficient by New Chapter, and all such determinations are final. New Chapter reserves the right at any time to modify this policy, to establish new or different policies or to discontinue any or all of such policies. This Internet Retailer Policy shall remain in effect until modified or terminated by us in a writing sent to you.
PRODUCT DIVERSION POLICY - UNITED STATES AND CANADA
New Chapter approved retailers (including, but not limited to, Internet retailers and in-store retailers) may sell New Chapter products only to retail customers located in the same country as the approved retailer. Retailers may not sell or otherwise provide any New Chapter product to another retailer. Accordingly, the Product Diversion Policy prohibits New Chapter approved retailers from selling, providing, transshipping and/or diverting New Chapter products to another retailer for sale without the pre approval in writing from New Chapter.
All methods or sales channels used to sell New Chapter products must be disclosed when completing this form; including, but not limited to the following; business names, domain names, Amazon marketplace reseller accounts, other 3rd party ecommerce reseller accounts, or any other method used to sell New Chapter products. Failure to disclose any of the above methods or any other sales channel will be considered diversion. If new methods or sales channels are set up and used to sell New Chapter products after completing this form they must be provided to New Chapter. Failure to comply will be considered diversion.
New Chapter approved retailers (including, but not limited to, internet retailers and in-store retailers) may sell New Chapter products only to retail consumers located in the same country as the approved retailer. New Chapter approved retailers will not sell and ship New Chapter products outside the country in which they are located, either United States or Canada. Failure to adhere to this will be considered diversion.
Failure to adhere to the Product Diversion Policy will lead to product allocations deemed appropriate by New Chapter or the discontinuance of all sales and shipments to the New Chapter retailer.
This policy is being established by New Chapter unilaterally and therefore is not subject to negotiation. New Chapter will implement and take action respecting its Product Diversion Policy unilaterally based upon information deemed sufficient by New Chapter, and all such determinations are final. New Chapter reserves the right at any time to modify this policy, to establish new or different policies or to discontinue any or all of such policies. This Product Diversion Policy shall remain in effect until modified or terminated by us in a writing sent to you.
LEGAL NOTICES AND POLICIES
All of New Chapter’s legal notices and policies can be found at http://www.newchapter.com/retailer.
New Chapter maintains strict regulations relating to the use of its trademarks (including use in domain names) and must ensure that its trademarks are not used in any manner that could adversely affect New Chapter’s rights therein. New Chapter retailers must not improperly use any New Chapter trademark and or reserve, register or use any domain names incorporating or confusingly similar to any New Chapter trademark, including without limitation, the NEW CHAPTER® mark.
Download our Diversion Policy form here
TERMS OF PROPER COUPON REDEMPTION 2/01/2014:
This explains the terms and conditions under which New Chapter, Inc. (NCI) will reimburse customers for coupon submissions. Proper store redemption of our coupons, combined with completion of a standard industry questionnaire, authorizes you to submit coupons for reimbursement by NCI. Your redemption of coupons signifies compliance with NCI requirements. Please call our Customer Service Department at 1-800-543-7279 if you have any questions or need further clarification after reviewing the requirements below.
Coupons are redeemable only by a consumer purchasing the brand/size(s) indicated thereon with the face value of the coupon deducted from the retail selling price. Multiple coupons (two or more, in any form including using a paper and digital coupon together) may not be applied against the purchase of the same item. Coupons are not redeemable by an individual or entity who is purchasing products for resale which may be evidenced by larger than normal quantities of coupons presented in a single or multiple transactions. Paper coupons of any kind are not redeemable on any internet marketplace.
NCI reserves the right to withdraw and/or refuse payments for current coupon offers (paper or digital) due to fraud or errors including but not limited to counterfeiting, unauthorized distribution, significant data errors or system security breaches.
Paper or digital coupons may not be reproduced, photo-copied, trimmed, or altered in any way by the retailer.
The terms and conditions of coupon offers clearly set forth the offer and the intent of the manufacturer and override any technical issues, conflicts, limitations or scanning problems in the bar code.
Coupons are non-assignable and are void if transferred from their original recipient to any other person, firm or group. NCI does not permit the unauthorized distribution, collection, sale, auction, trade or assignment of its coupons for any reason.
The consumer must pay any sales tax charged in connection with the purchase of the product.
Coupons must not be accepted from the consumer after the stated expiration date. Invoices for all coupons must be presented to NCI within 30 days after expiration of the coupons. Invoices for paper and digital coupons received more than 30 days after the expiration date on the face of the coupon will not be honored.
NCI will deny reimbursement for any coupons which exhibit signs of misredemption, including, but not limited to: gang cuts, similar cuts or tears, evidence of tape, mint condition, uniform mix, sequential number patterns or excessive or larger than normal quantities of coupons in single or multiple transactions that would indicate the coupons were not for individual consumer use. Retailers who do not respond to repeated notification of misredemption and do not demonstrate willingness to eliminate problem areas will be suspended from receiving reimbursement for NCI coupons.
The retailer must present to NCI, upon request, point of sale and/or product movement reports showing sufficient purchase of stock to cover coupons submitted for payment. Product purchases must support the amount of coupons submitted and if the amount of coupons submitted exceeds the normal industry redemption figures, NCI may request supporting data, typically transaction log data to verify actual consumer transactions for the period involved. NCI may also require independent verification of transaction data if available. NCI may deny reimbursement for coupons that are misredeemed.
Coupons not issued or authorized by NCI will not be paid and will be returned to the submitter.
No deductions can be made from NCI product invoices by the retailer or wholesaler for amounts related to coupon redemption. If such deductions are made, the retailer’s or wholesaler’s credit with NCI may be suspended, and/or shipments may be suspended until the amount is repaid.
Disclosure of redemption data to a third party by a retailer or intermediary agents is prohibited.
NCI will reimburse coupon submissions for the face value of coupons (or, if a free coupon, the retail selling price) plus a handling fee within 30 days from the date of receipt of invoice and coupons. Any inquires for payment discrepancies should be made in writing within 120 days of the invoice date.
Coupons are redeemable only in the USA, US Territories or US Military Commissaries.
If false or misleading verification information is provide on a questionnaire to NCI, or to a certified clearinghouse, redemption privileges with NCI may be permanently terminated.
Coupons are void where prohibited, taxed or otherwise restricted by law.
Failure to observe these terms and conditions for proper redemption may, at the option of NCI, void all coupons submitted for reimbursement and all coupons may be retained as property of NCI without payment. NCI reserves the right to forward coupons or coupon data files which P&G judges to be misredeemed to law enforcement authorities, for their review and investigative purposes.
Any use not consistent with these terms shall be treated as a material breach of this Agreement. Acceptance or redemption of any coupon shall not constitute a waiver of NCI’s right to seek enforcement of any portion of this agreement. NCI reserves all of its rights and remedies in connection with any dispute over coupons submitted for redemption or these terms and conditions, up to and including cessation of business relationship.
Send properly redeemed coupons to: New Chapter, Inc. CMS Dept#27783 One Fawcett Drive Del Rio, TX 78840
Any questions or comments about the Coupon Requirements should be addressed to the above address. If you are aware of any situation possibly involving coupon fraud, you are urged to contact NCI Customer Service at (800) 543-7279, the Coupon Information Center at (703) 684-5307 or a local law enforcement agency.
Last modified on May 13, 2015.