1. DEFINITIONS

 

             In this document the following words shall have the following meanings: 

 

1.1      "Buyer" means the organization or person who buys or agrees to buy Goods ( it includes a retailer, wholesaler or affiliate or any sort of partner) from the Seller,

 

1.2      "Goods" means the articles to be supplied to the Buyer from the Seller

 

1.3       "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;

 

1.4       “List Price” means the list of prices of the Goods maintained by the Seller as amended from time to time or daily;

                           

1.5       "Seller" means Organic Corset Co., or www.organiccorsetusa.com orwww.corsetsworld.com or NaughtySmile

                           

1.6     “Wholesale Order” means any order above than US $ 500.00

                           

 1.7     “EDI” means Electronic Data Interchange, i.e. the transmission of data via   electronic communication links between the parties or other machine-readable data media.

                     

1.8 “Agreement on Terms and Conditions” means that after corresponding this Terms and Conditions between Organic Corset Co. and a buyer through EDI (including emails) or any media will constitute a agreement on terms and conditions between a buyer and the seller. Any acceptance EDI correspondence after receiving or acknowledging this term and conditions by a buyer will constitute acceptance or agreement on these terms and conditions with immediate effect.

                           

1.9 Custom Order means any order as per the buyer's requirements or desire or measurements.

                           

1.10 Manufacturing Units mean the factories in Sialkot, Pakistan and New Delhi, India.

 

2.GENERAL

 

2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties through EDI or any media, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.

       

2.2       Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

 

 3. PRICE AND PAYMENT

 

3.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The price is exclusive of Tax or any other applicable costs. 

       

 3.2 Payment of the price and Tax and any other applicable costs shall be due within 14 days of the date of receipt of the invoice supplied by the Seller.

         

3.3  The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5.00% per annum above the base rate of the Bank of America.

         

3.4  If payment of the price or any part thereof is not made by the due date or the date specified by the Seller, the Seller shall be entitled to:

         

3.4.1 require payment in advance of delivery in relation to any Goods not previously delivered;

         

3.4.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;

     

3.4.3 report to credit bureaus and debt collectors accordingly for the due balance collection;

         

3.4.4 any legal fees or charges occured in effort to collect the remaining balances or debt from the buyer will be responsible of the buyer;

         

3.4.5 terminate any contract including affiliate account or wholesaler account immediately.

 

4. DESCRIPTION

 

Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.

 

5. SAMPLE

 

Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.

 

6. DELIVERY

 

 6.1  Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery and any additional cost or expenses for duty or customs.

 

 6.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract.

 

 6.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be affected and the Buyer shall be liable for any expense associated with such storage.

 

 6.4 The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Buyer must notify the Seller of the damage within 24 hours of delivery in written or through email.

 

6. 5 In case of delay in delivery due to the shipping company or custom/duty at destinations or due to weather or any unforseen reasons, the seller will not be responsible.

 

6.6 The goods can be shipped directly from the manufacturing units if not available in the head office or distribution center.

 

7. RISK

 

Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller`s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.

 

8. TITLE

 

Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods including shipping costs.

 

 9. WARRANTY

 

 9.1  Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or in its sole discretion, replace defective Goods free of charge within 1 month from the date of delivery, subject to the following conditions:

 

9.1.1    the Buyer notifying the Seller in writing immediately within 24 hours of delivery upon the defect becoming apparent;

 

9.1.2 the defect being due to the faulty design, materials or workmanship of the Seller.

 

9.2   Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.

 

 9.3  Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer.

 

 9.4  The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid.

 

 9.5   The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 10 and 11 below.

 

9.6   Shipping and handling cost received by seller in order to ship the goods cannot be refunded. All shipping and handling cost will be borne by the buyer.

 

10. LIABILITY

 

10.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:

 

10.1.1 the correspondence of the Goods with any description;

 

10.1.2 the quality of the Goods; or

 

10.1.3 the fitness of the Goods for any purpose whatsoever.

 

10.14 All affiliates or partners are solely liable for any damage or loss to the seller's websites or business due to their unlawfull (agains local, state and federal rules and regulation) transactions, communication or activities.

 

10.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:

               

10.2.1 the correspondence of the Goods with any description;

                     

10.2.2 the quality of the Goods; or

                       

10.2.3 the fitness of the Goods for any purpose whatsoever.

                       

10.2.4 the use of Seller's websites or information

                         

10.3  All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are excluded to the fullest extent permitted by law.

 

11. LIMITATION OF LIABILITY

 

11.1 Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price or the product price.

 

11.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.

 

12. INTELLECTUAL PROPERTY RIGHTS

 

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties. The buyer including affiliates and wholeselles can not viloate copy right of the Seller's sites, domains, or business name. Violatiors of such copy rights will be prosecuted accordng to the prevailing laws.

 

13. FORCE MAJEURE

 

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

 

14 . RELATIONSHIP OF PARTIES

 

Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

 

15. WAIVER

 

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

 

16. SEVERABILITY

 

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

 

17. GOVERNING LAW AND JURISDICTION

 

This Agreement shall be governed by and construed in accordance with the Local, State and/or Federal laws of the USA and the parties hereby submit to the exclusive jurisdiction of the U.S. courts.

 

18. DIVISIBILITY

 

The Company reserves the right to make deliveries by installments and to render a separate invoice in respect of each such installment.   If the Company exercises its right to make deliveries in accordance with sub-paragraph (A) above, any delay in the provision of such deliveries or failure to deliver any further installment or installments, shall not entitle the Buyer to reject the contract or the delivery of any other installment or to withhold payment in respect of any installment previously delivered. The failure or refusal of the Buyer to take delivery or to pay for any one or more of the said installments of the Goods on the due dates shall entitle the Seller (at the sole option of the Seller):

 

19. Additional remedies for late payment

 

If the Buyer fails to make any payment on the due date then without prejudice to any of the Seller’s other rights the Seller may:

 

19.1:1 suspend or cancel deliveries of any articles due to the Buyer; and/or

 

19.1:2 appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.

 

The Seller may deliver the Goods by separate installments from its head office or from its partners or affiliates. The Seller may raise a separate invoice and require payment for each installment.

 

20. Third party rights

A person who is not a party to this contract shall have no right under the local, state or federal laws to enforce any term of the contract.

 

21. Return/Exchange/Refund Policy must be in accordance with the websiteswww.organiccorsetusa.com, www.corsetsworld.com, and wasitreducingcorset.com

 

22. Wholesale Order & Refund or Exchange

 

Before placing a wholesale order the buyer must make sure about the product quality and prices. The goods sold under wholesale contract cannot be returned, exchanged or refunded.

 

23 No exchange, return, and refund available for the custom orders.

 

24. Any balance for the order or goods purchased from the above mentioned websites (# 22 of this Terms and Conditions) must be paid in full before we ship the products, if unpaid bill or invoice or funds exceed 30 days from the date of order made or placed, the dues will be collected through collection agencies and also reported to the three major credit bureaus.

 

Acknowledged and agreed on the above mentioned terms and conditions