R&R Lotion Distribution & Whole Sale
Standard Terms & Conditions of Sale
- Contract Terms
These Standard Terms and Conditions of Sale (hereafter referred to as “Conditions of Sale”) are incorporated by reference into any document relating to the purchase of products or services from R&R Lotion Inc. (hereafter referred to as “R&R Lotion”). These Conditions of Sale shall govern the rights and obligations between the Purchaser and R&R Lotion in a purchase transaction. In the event of any conflict between these Conditions of Sale and any other agreement between the Purchaser and R&R Lotion, the specific terms of the other agreement shall prevail. Any other variations from these Conditions of Sale, no matter the sequence or timing in which they are received in a purchase transaction, are expressly rejected and of no effect unless there is a signed consent of the variation from these Conditions of Sale by an authorized representative of R&R Lotion.
“Affiliate” means an entity under the direct control of either party or where the entity is otherwise under the control of the party by other means such as the exercise of its voting power.
“Agreement” means, collectively, these Standard Terms and Conditions of Sale, as amended, revised, and updated, R&R Lotion Inc. Quote/purchase agreement, master or blanket purchase agreement, product specifications, standards and policies referenced in and accompanying documentation that incorporates these Standard Terms and Conditions of Sale.
“Authorized Representative” means an officer of a party with authority to enter into this contract and bind the Purchaser to its terms.
“Confidentiality Agreement” means the R&R Lotion Inc. confidentiality and non-disclosure agreement that may be requested of a Purchaser to execute and deliver to R&R Lotion Inc. as part of the Agreement.
“Product” means the manufactured products and any services related or incidental to them, offered for sale by R&R Lotion Inc. The term “Product” includes any related drawings, technical specifications, product reports, data, information, notes, designs, studies, instructions, analyses, prototypes, samples, concepts, computer programs, graphics, images, prints, photographs, or any other items created or delivered by R&R Lotion Inc. in connection with the purchase of a product or service.
“Intellectual Property” means domestic and international rights in any (i) trademarks, (ii) patents, (iii) copyrights, (iv) trade secrets and confidential information, (v) other intellectual proprietary property (of every kind and nature and however designated), whether arising by operation of law, contract, license, or otherwise, (vi) derivatives, improvements, and modifications of the preceding, and (vii) all registrations, applications, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the preceding now or hereafter in force or subsequently acquired or adopted.
- R&R Lotion Inc. Quote
This Agreement represents R&R Lotion Inc.’s offer to sell the Products and Services outlined in the Quote. The offer is conditioned on the Purchaser’s acceptance of the terms and conditions outlined in the Quote and Agreement, including these Standard Terms and Conditions of Sale. Any terms or conditions included by the Purchaser in a purchase agreement, purchase order, or other document that purports to be a part of the purchase transaction by reference to a document that has not been explicitly agreed to and acknowledged by the signature of an authorized representative of R&R Lotion Inc. are rejected by R&R Lotion Inc.
- Purchaser’s Acceptance
The Purchaser is deemed to have accepted the terms of this Agreement by:
(i) indicating their acceptance of the Agreement in writing;
(ii) placing an order for the Products or Services outlined in the Quote; or
(iii) accepting delivery of the Products or Services from R&R Lotion Inc. Any terms or conditions proposed by the Purchaser that are inconsistent with this Agreement shall be considered null and void unless explicitly agreed upon and acknowledged by an authorized representative of R&R Lotion Inc.
- Price and Payment
5.1 Prices: Unless otherwise stated in an applicable quotation or proposal, all prices are subject to change without notice. In the event of a price change, prices for orders scheduled for immediate release shall be those in effect at the time of order entry. All clerical errors are subject to correction. The prices and terms on the quotation are not subject to verbal changes or other agreements unless approved in writing by R&R Lotion Inc. Prices are based on costs and conditions existing on the date of quotation and are subject to change by R&R Lotion Inc. before final acceptance.
All prices quoted are in U.S. Dollars unless otherwise specified in writing.
Price quotes are valid for 30 days unless specified otherwise in writing.
Quoted items are subject to prior sale and material availability. The Purchaser will be notified by R&R Lotion Inc. if, due to market conditions, there is a change in the quoted price upon receipt of the Order.
Delivery dates and quoted lead times are estimates and do not represent fixed or guaranteed dates.
5.3 Minimum Order: The minimum order is 1 case of Product.
5.4 Payment Options: R&R Lotion Inc. offers the following payment options:
- Check, ACH, or Wire Transfer
- Visa, Master Card, or American Express – standard credit card fees will be added to the invoice- 3% fee Master Card and Visa and 4% American Express
- International customers assume all bank fees
All prices quoted by R&R Lotion Inc. do not include any taxes, duties, or any other governmental levies that may apply. These costs, if any, will be the responsibility of the Purchaser. Unless otherwise stated in R&R Lotion Inc.’s proposal or quotation, any applicable taxes, duties, or levies will be added to the purchase price.
R&R Lotion will invoice the Purchaser for any taxes, fees, or surcharges that may be imposed by governmental authorities as per the applicable laws, statutes, or regulations. Unless the Purchaser provides R&R Lotion with a properly completed exemption certificate at the time of order, that is acceptable to the authorities imposing the tax or fees. Any changes in foreign exchange rates, sales taxes, customs tariffs, or other taxes shall be chargeable to the Purchaser.
R&R Lotion Inc. will issue an invoice to the Purchaser upon delivery and acceptance of the product purchased. Payment terms will be outlined in the applicable Quote or Order and can include net 30 days from the invoice date, prepayment for new distributors, or established credit terms.
- Payment Terms
Unless otherwise outlined in the applicable Quote or Order, terms are net 30 days from the invoice date. Late payments will be subject to interest charges at the rate of two percent (2%) per month. Invoices for pro-rata payments become due on the date of shipment. If at the Purchaser’s request, shipments are delayed beyond the scheduled date, payments for the Products completed to date will be invoiced to the Purchaser as a percentage of the total Purchase Order price from the date R&R Lotion Inc. was initially prepared to ship.
Products held for the Purchaser shall be at the risk and expense of the Purchaser and subject to reasonable fees for storage. A warehousing fee of one percent (1%) per week of the order total, to a maximum of ten percent (10%) of the order total, may be charged for orders held in our warehouse beyond the scheduled delivery date or the completion date of the order, whether it is held at the Purchaser’s request or due to the Purchaser’s failure to accept delivery.
R&R Lotion Inc. reserves the right to take action in the event that a Purchaser fails to take delivery as agreed. This may include assessing a restocking fee of 35% of the invoice price for standard products and up to 100% of the invoice price for custom or specialty items, or shipping all Products to the Purchaser as outlined in the Agreement and holding the Purchaser responsible for payment upon shipment. Failure to pay any applicable payment on its due date will automatically accelerate all prorated installment amounts to become immediately payable in full.
In addition, R&R Lotion Inc. may also pursue all other lawful remedies such as the filing of liens, charges, security interests, or similar encumbrances. By accepting these Standard Terms and Conditions of Sale, the Purchaser consents to such filings and registrations.
It is important to note that new distributors are required to pre-pay on purchase orders unless terms are established through a credit application and reference sheet that needs to be filled out and approved by R&R Lotion Inc. This process is designed to ensure that we are able to offer our products and services to our customers in a reliable and secure manner. Our credit application and reference sheet can be obtained by contacting our sales team or visiting our website.
- Delivery and Schedule
Proposed scheduled dates for delivery of Products outlined in a Purchase Order are subject to confirmation by R&R LOTION INC. The delivery schedule may change based on R&R LOTION INC.’s circumstances and availability. Confirmed delivery dates are contingent upon the prompt receipt of all necessary information from the Purchaser to facilitate the achievement of those dates. Unless otherwise specified in our confirmation, R&R LOTION INC. operates with a standard 5 business day shipping window.
Claims for shortages or errors must be submitted to R&R LOTION INC. within ten (10) days of receipt of shipment. Failing to give notice constitutes unqualified acceptance and waives all claims by the Purchaser. The Purchaser agrees to accept either overage or shortage of up to ten percent for prorating.
- Risk of Loss/Freight Damage
Unless otherwise agreed, the Products are delivered Ex Works (Incoterms 2010) and the risk of loss or damage passes to the Purchaser upon collection of the Products by the first carrier at R&R LOTION INC.’s premises or warehouses. Delivery is considered made upon R&R LOTION INC. obtaining a signed receipt from the carrier showing receipt of the products in good order. Title passes to the Purchaser upon receipt of full payment. In case of damages during shipping, the customer needs to keep all packaging material and contact the carrier, and it’s their responsibility to make claims for loss or damage in transit.
- Cancellations and Return of Products
Any Order cancellation in full or in part may be subject to a cancellation fee. Partial cancellations or returns may be subject to a price adjustment if the original price was based on a quantity discount or price break. R&R LOTION INC. will not consider return requests after thirty (30) days from the date of shipment and cancellation requests after (7) days of receiving the Purchase Order. Return requests for stocked products will be considered on a case-by-case basis and are subject to prior approval. Non-stocked, special orders, and custom items are non-cancelable and non-returnable. No products may be returned without first obtaining R&R LOTION INC.’s written permission and a Return Merchandise Authorization (R.M.A.) number. Returned products must be in new condition, in the original packaging, and labeled with the Return Merchandise Authorization (R.M.A.) number. Returns are subject to inspection and approval before credit is processed and issued. Returns must originate from the original Purchaser’s account number. Returns will be credited at the original price paid as indicated on the invoice or purchase order associated with the products being returned by the Purchaser. A restocking fee of 25% of the invoice price will be assessed for returned products not involving an R&R LOTION INC. error. Standard product items returned that are a part of the regular inventory maintained by R&R LOTION INC. for sale to its customers are subject to a restocking fee of 35%. If the product returned is a custom or specialty item, the Purchaser will be assessed up to 100% of the invoice price for a restocking fee.
R&R LOTION INC. will not be held responsible for any shipping costs, taxes, duties, tariffs, surcharges, or other fees related to the shipping and receiving of products. Domestic orders are F.O.B. Scottsdale, AZ, and international orders are Ex-Work Scottsdale, AZ, U.S.A. The country of origin for all products is the United States of America. All orders are subject to a nominal packaging and handling fee. International orders are subject to a $100.00 documentation fee. If the Purchaser does not specify a shipping method, R&R LOTION INC. will use the shipping method of its choice. International orders are shipped Freight Collect against the Purchaser’s shipping account number, while domestic orders can be shipped Freight Collect or Prepay and Add. The Purchaser will be responsible for any costs associated with the shipping and receiving of products, including but not limited to shipping costs, taxes, duties, tariffs, surcharges, or other fees. R&R LOTION INC. will provide shipping and tracking information to the Purchaser as soon as it becomes available.
R&R LOTION INC. reserves the right to terminate the Agreement or any Purchase Order by providing the Purchaser with fifteen (15) days written notice. The Agreement or Order may be terminated by R&R LOTION INC. at any time if the Purchaser breaches any requirements or obligations under the Agreement, makes any assignment for the benefit of creditors, causes material delays, or if a receiver or trustee is appointed for the Purchaser.
The Purchaser may terminate a Purchase Order with 30 days’ notice to R&R LOTION INC. and by paying any termination charges, as well as reimbursement for any costs and expenses associated with the Order caused by the termination, including a reasonable profit. Special or custom ordered Products cannot be canceled after final acceptance or approval of drawings for the start of manufacturing.15
- Obligations upon Termination
In the event of termination, R&R LOTION INC. will cease performance and the Purchaser will cooperate in effecting an orderly, efficient, effective, and expeditious winding-down of the parties’ respective activities.
The Purchaser will return to R&R LOTION INC. all tools, data, information, items, and other materials provided by or on behalf of R&R LOTION INC.
Both parties will work together to make a fair and equitable modification of their rights and obligations under this Agreement, including compensation for expenses R&R LOTION INC. incurred due to termination and for loss of profits. ”
- Representations and Warranties
R&R LOTION INC. guarantees that our products will be free from defects in material and workmanship. In the event that a product is found to be defective, our obligation will be limited to replacement, repair, or refund of the purchase price at our discretion. We do not provide any other warranties, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose. This guarantee does not apply to products that have been misused or altered, or to items that are consumable in nature.
- Limitation of Liability
R&R Lotion Inc. shall not be liable for any indirect, special, incidental, or consequential damages arising from the use of its products, including but not limited to, loss of profits, loss of revenue, loss of use, loss of production, or loss of data. This limitation of liability applies regardless of the form of action, whether in contract or tort, and even if R&R Lotion Inc. has been advised of the possibility of such damages. In no event shall R&R Lotion Inc.’s liability exceed the purchase price paid by the Purchaser for the products giving rise to a claim.
The Purchaser shall be responsible for indemnifying, defending and holding harmless R&R Lotion Inc. and its directors, officers, managers, employees, representatives, agents, successors and assigns from any third party actions, demands, allegations, claims, liabilities, investigations, suits, losses or expenses, including but not limited to, reasonable attorney’s fees and cost of litigation (“Claims”), arising out of or in relation to:
(i) The actual or alleged infringement, violation or misappropriation of a third party’s intellectual property rights by the Purchaser or the Products or Services (excluding claims of infringement arising from R&R Lotion Inc.’s intellectual property);
(ii) The Purchaser’s breach of the Agreement;
(iii) Any claims of personal injury, death or property damage caused by the Products or arising out of the Purchaser’s performance (or non-performance) of the Services;
(iv) The Purchaser’s negligence or willful misconduct; or
(v) Any disputes between the Purchaser and any supplier, vendor, or service provider of the Purchaser.
The obligation to pay attorney’s fees in this indemnification provision includes all attorney’s fees incurred in defending any claim or establishing the right to indemnity under this Agreement. All indemnification obligations survive the termination of this Agreement or any Order.”
- Intellectual Property Rights
Purchaser acknowledges and agrees that all rights, title, and interest in and to R&R Lotion Inc.’s trademarks, logos, confidential information, and other intellectual property (“IP”) belongs exclusively to R&R Lotion Inc. The Purchaser shall not acquire any rights, title, or interest in any of R&R Lotion Inc.’s IP. The Purchaser shall not contest the ownership or validity of any of R&R Lotion Inc.’s IP, nor shall the Purchaser register or attempt to register any of R&R Lotion Inc.’s IP or assist anyone else to do so, or take any other actions that may jeopardize or diminish R&R Lotion Inc.’s rights in its IP.
- Ownership of Work Product and Intellectual Property
Any processes, work, or work product, and all intellectual property related to any work or work product (collectively, “Work”), created by R&R Lotion Inc. through its employees, service providers, contractors, or agents, whether initiated by R&R Lotion Inc. or at the request of the Purchaser, and whether incorporated into the manufactured product or services, will be deemed the sole and exclusive property of R&R Lotion Inc. The Purchaser agrees to transfer and assign all rights, title, and interest in the Work to R&R Lotion Inc. without reservation or limitation, and acknowledges that R&R Lotion Inc. will have exclusive ownership of the Work and any associated goodwill throughout the world. The Purchaser agrees not to file for or register any patents, trademarks, or copyrights connected with the Work, and not to make any claims or take any actions that would damage the validity or goodwill of the Work and R&R Lotion Inc.’s rights therein.”
- U.S. Government Sales
When supplying products or services to the United States Government, R&R LOTION INC. and the Purchaser will comply with all applicable regulations, including 41 C.F.R. §§ 60-1.4(a), 60-300.5(a), and 60-741.5(a), as may be amended. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and also prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Additionally, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, or disability. If this order is identified as a “DPAS rated order,” it is certified for national defense, emergency preparedness, and/or energy program use, and R&R LOTION INC. is required to follow all provisions of the Defense Priorities and Allocations System regulation (15 CFR 700.) as outlined in FAR 52.211-15.
- Governing Law and Dispute Resolution
This Agreement and all disputes between Purchaser and R&R LOTION INC. are governed by and must be construed in accordance with the laws of the state of Arizona, U.S.A., without reference to conflicts of law principles. The parties agree that any disputes arising under this Agreement will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, to be held in the county of Maricopa in the state of Arizona. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties agree that any arbitration under this Agreement will be conducted on an individual basis and not as a class action. In the event of any dispute regarding the interpretation or enforcement of the Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and cost of arbitration.
- Rights and Remedies
In the event that the Purchaser breaches any term of this Agreement, R&R LOTION INC. shall have the right to take any or all of the following actions:
(i) Terminate the Agreement and/or any Purchase Order immediately.
(ii) Demand the immediate return of all confidential information provided by R&R LOTION INC.
(iii) Recover any damages incurred as a result of the breach, including but not limited to incidental and consequential damages, and any legal fees and costs associated with the litigation.
(iv) Obtain an injunction to prevent the continuation of the breach or to enforce the terms of the Agreement.
(v) Pursue any other remedy available at law or in equity.
It should be noted that R&R LOTION INC’s rights and remedies under this Agreement are cumulative, and the exercise of one or more rights or remedies will not prejudice or impair the concurrent or subsequent exercise of other rights or remedies. The failure of R&R LOTION INC to properly demand compliance or performance of any term of this Agreement shall not constitute a waiver of R&R LOTION INC’s rights or remedies.”
No waiver of any term or condition of this Agreement will be valid unless it is in writing and signed by a duly authorized representative of R&R LOTION INC. and an authorized representative of the Purchaser. Any waiver of any provision of this Agreement will only be effective for the specific instance and purpose for which it is given.
The Purchaser shall not assign the Agreement or any of its rights, interests, duties, or obligations under the Agreement, whether by operation of law, contract, or otherwise, without the prior written consent of an Authorized Representative of R&R LOTION INC.
Whenever a provision is made under the Agreement for any notice or declaration of any kind, or where it is deemed desirable or necessary by the Purchaser to serve such notice to R&R LOTION INC., it must be in writing and served either personally or sent by registered mail, addressed as set forth below or at such address that R&R LOTION INC. may from time to time provide to the Purchaser. Notices will be deemed delivered upon receipt.
Notices to R&R LOTION INC. must be sent to the following address:
R&R Lotion Inc
15547 North 77th Street
Scottsdale, AZ 85260
Any provision of this Agreement which imposes an obligation on a party after termination, expiration, or fulfillment of the Agreement, including without limitation Sections 12, 14, 15, 16, 17, 18, 19, 20, 22, and 23, shall be binding upon such party, its affiliates, their successors, and assigns.
R&R LOTION INC. reserves the right to make changes to these Standard Terms and Conditions of Purchase at any time by providing written notice to the Purchaser. Any amendments, revisions, or updates to these Standard Terms and Conditions will be effective when R&R LOTION INC. provides the Purchaser with written notice and will apply to all Orders issued after the date of such notice. A copy of the then-current Standard Terms and Conditions of Sale can be found on R&R LOTION INC.’s website.
- Complete Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether oral or written. Any changes to this Agreement must be made in writing and signed by both parties. R&R LOTION INC. objects to any inconsistent, additional, or different terms in any prior or subsequent invoices, acknowledgments, confirmations, or other documents. Trade custom, trade usage, and past performance are not relevant in interpreting this Agreement. If any provision of this Agreement becomes void or unenforceable by law, the remaining provisions remain valid and enforceable.”