Terms & Conditions
Terms & Conditions
PLEASE READ THESE TERMS CAREFULLY; THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, INCLUDING, WITHOUT LIMITATION, TERMS AND CONDITIONS RELATED TO WARRANTY DISCLAIMERS INCLUDING MEDICAL DISCLAIMERS, LIMITATION OF LIABILITY, LIMITATIONS ON PERIODS FOR ASSERTING ANY CLAIMS, INDEMNIFICATION, SUBSCRIPTION TO AND PURCHASE OF PRODUCTS, GOVERNING LAW.
ALL ORDERS (“ORDERS”) FOR THE PURCHASE OF PRODUCTS AND GOODS (“PRODUCTS”) BY A PURCHASER (“BUYER”, “YOU”, “YOUR”) FROM YERBA BUENA TEA COMPANY, L.L.C. ("SELLER", "U.S.", "WE", "OUR"), INCLUDING ORDERS MADE THROUGH THE SELLER'S WEBSITE (THE "SITE"), INCORPORATE AND ARE GOVERNED BY THE FOLLOWING TERMS AND CONDITIONS OF SALE ("TERMS"). BY PLACING ANY ORDER BUYER ACCEPTS AND SHALL BE BOUND BY THESE TERMS. IN THE CASE OF ANY CONFLICT BETWEEN THESE TERMS AND ANY ORDER, THESE TERMS WILL CONTROL.
1. Formation of Contract
Seller deems an Order to be an offer to purchase, which Seller may accept or reject at its sole discretion. Seller's acceptance of an offer to purchase is binding on Seller only if made by written instrument signed by the Seller or, if not by written instrument, by shipment of the Products ordered (and acceptance by shipment shall only be binding as to the portion of the Order shipped by Seller). Any automatic or computer-generated response to an Order by Seller’s website or by Seller's internal electronic data exchange system or otherwise shall not be deemed acceptance of an Order.
2. Rejection of Additional Terms
These Terms and the face of any Order constitute the entire Agreement between Seller and Buyer. Any proposal or other document provided by the Seller that includes different or additional terms that vary from these Terms are objected to and disallowed.
All shipments will be billed at prices in effect at the date of fulfillment of the Order unless otherwise stated. All product prices are based on the quantities ordered, and any change in the quantities may affect the price. No discounts will be allowed unless specifically agreed to in writing by Seller. Notwithstanding previous instances of Seller's notice to customers regarding price changes, prices are subject to change at any time without notice. Product specifications, designs, and packaging may change without notice. Seller may substitute comparable quality products for those listed in Buyer's Order.
4. Payment Terms
For consumer Orders, all payments must be made via credit card or valid Yerba Buena Tea Company Gift Card. Unless otherwise specified in writing, wholesale payment terms are to be prepaid by A.C.H. or credit card. On any past due invoice, Seller may impose interest of 2.0% per month or the highest rate permitted by law (whichever is less). In the event of Buyer's default, Seller may recover costs, fees, and expenses, including but not limited to recovery of attorney's fees, court costs and fees, and collections costs.
5. Cost of Delivery, Taxes, And Other Charges
Buyer shall pay the costs of delivery of the Products unless otherwise agreed to expressly in writing by Seller. Prices do not include sales, use, excise or similar taxes, or other charges. Any such tax or charge that Seller is required to pay, or to collect and remit, to any Government (national, state, or local) and that are imposed on or measured by the sale will be added to the invoice price based on the applicable rates in effect at the time of shipment. If Seller prepays shipping, insurance, duties, or other related charges, Buyer shall reimburse Seller promptly.
6. Transfer of Property And Risk Of Loss
Seller retains the right and title to the Products sold to Buyer until Seller is paid in full for Products. Buyer shall obtain the right and title to the Products upon payment to Seller of the purchase price and any taxes, excises, or other charges. Unless otherwise specified in writing, all domestic shipments shall be delivered F.O.B. Seller's facility ("Domestic Delivery Point"), and all shipments to locations outside the United States shall be delivered Ex Works Seller's facility ("International Delivery Point") in accordance to the Incoterms 2020. The risk of loss, including without limitation the risk of loss, theft, damage, or destruction of the products, transfers to the Buyer at the respective Domestic Delivery Point or International Delivery Point.
All scheduled delivery dates are estimates based on a normal workload, and all deliveries are subject to change without liability to the Seller. Seller will use commercially reasonable effort to make shipments as scheduled and may make partial shipments unless otherwise specified by Buyer. Seller will not be liable for any delays incurred due to causes beyond its reasonable control, including acts of God, actions by any governmental authority, terrorism, fires, floods, windstorms, explosions, riots, protests, natural disasters, wars, sabotage, labor problems (including lockouts, strikes, and slowdowns), inability to obtain power, utilities, materials, labor, equipment or transportation, epidemics or pandemics (or the worsening thereof) or court injunction.
8. No Set-off
Buyer shall have no right of set-off or withholding, and no deduction of any amounts due from Buyer to Seller shall be made without Seller's prior, express written approval.
9. Disclaimer of Warranties
The Food and Drug Administration has not evaluated statements on the Site. Our products are not intended to diagnose, treat, cure, or prevent any disease. The information provided on this website, product labels, or any other communication form is for educational purposes only and should not be considered a substitute for professional medical advice. We recommend consulting with a healthcare professional before using any of our tea and herb products, especially if you have a medical condition, are pregnant or nursing, or are taking any medication.
10. Limitation of Liability
NO CLAIM BY BUYER OF ANY KIND, WHETHER AS TO QUALITY OR AMOUNT OF PRODUCT DELIVERED OR NON-DELIVERY, SHALL BE GREATER IN AMOUNT THAN THE PURCHASE PRICE FOR THE PRODUCTS ACTUALLY RECEIVED BY SELLER AND IN RESPECT OF WHICH THE DAMAGES ARE CLAIMED.
IN NO EVENT SHALL THE SELLER WILL BE LIABLE TO THE BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS OF BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR LOSS OF DATA, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR DAMAGES THAT COULD HAVE BEEN REASONABLY FORESEEN. [Buyer shall indemnify and hold Seller harmless for any claims arising from or relating to Buyer's use or sale of Products.]
YOU AGREE TO PROMPTLY NOTIFY THE SELLER IN WRITING IF YOU BELIEVE YOU HAVE ANY CLAIM AGAINST SELLER, AND, IN ANY EVENT, YOU AGREE THAT ANY CLAIM NOT BROUGHT WITHIN ONE YEAR AFTER IT ARISES (OR SUCH SHORTER PERIOD UNDER APPLICABLE STATUTES OF LIMITATION) SHALL BE WAIVED AND RELEASED.
SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES OR WARRANTIES. ACCORDINGLY, SOME OF THE EXCLUSIONS AND LIMITATIONS ABOVE MAY NOT APPLY.
Buyer shall inspect the Products promptly upon receipt for non-conformity. Failure by Buyer to provide Seller with written notice of a claim within five (5) days from the date of delivery or, in the case of non-delivery, from the date fixed for delivery, shall constitute a waiver by Buyer of all claims with respect to such Products. THE SELLER'S SOLE OBLIGATION FOR A REMEDY TO THE BUYER SHALL BE THE REPLACEMENT OF NON-CONFORMING PRODUCTS.
Buyer may not return Products without Seller's express written permission, which may be given or withheld in Seller's sole discretion. If Seller permits a return of Products, all shipments of returned Products must be marked with the assigned Sales Order Return (S.O.R.) number indicating the cause and nature of any Product defect. S.O.R. numbers are valid for 30 days from the date Seller provides Buyer with the S.O.R. number (the "Return Period"), and all associated Products must be received within the Return Period. If Seller does not receive all information it requires within the Return Period, Seller may return Products to Buyer at Buyer's sole expense. The final disposition of return credit is made by Seller in its sole discretion based on Seller's evaluation. Buyer may only make a deduction for returned Products for the remittance once Seller has issued a credit memo. All returned Products must be shipped freight prepaid and accompanied with copies of the original invoice.
13. Seller's Rights
If Buyer should fail in any manner to fulfill these Terms, Seller may defer further shipment until such default is cured. Remedies provided herein shall be in addition to, and not in lieu of, other remedies that may be available to Seller.
14. Governing Law and Venue
These Terms shall be construed, interpreted, and governed according to the laws of the State of Oregon without giving effect to its principles of conflicts of laws. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any claim arising from these Terms shall be brought in the state or federal courts based in Marion County, Oregon. Seller consents to personal jurisdiction and waives all objections to jurisdiction and venue in such courts.
15. Compliance with Laws; Export Laws
Buyer and Seller shall comply with all applicable international, national, state, regional, and local laws and regulations with respect to their performance of these Terms. If applicable, Buyer shall adhere to all applicable United States export laws and regulations with respect to the Products.
17. User Accounts
If you register for an online account with Seller on the Site, you are solely responsible for maintaining the confidentiality and security of the password and account and are fully responsible for all activities under your password or account. You agree to immediately notify Seller of any unauthorized use of your password or account or any other security breach.
If you provide information on the Site, you agree to (a) provide true, accurate, current, and complete information about yourself and (b) maintain and promptly update such information to keep it true, accurate, current, and complete to the extent the Site facilitates such updates. If you provide any information that is false, inaccurate, outdated or incomplete, or Seller has reasonable grounds to suspect that such information is false, inaccurate, outdated or incomplete, Seller has the right to suspend or terminate your account and prohibit or refuse any and all current or future use of the Site (or any portion thereof) by you.
18. Use of the Site
You are granted a limited, non-exclusive, revocable right to access and use the Site solely for personal, non-commercial use to receive products from Seller. This right does not include the right to, and you shall not (nor shall you facilitate, direct, or assist a third party to):
19. Digital Millennium Copyright Act
If you have reason to believe that material on the Site infringes your copyright, please send a notice by emailing us at email@example.com requesting that the infringing material be removed. The notice must contain the following information:
Although Seller reserves the right to remove any material that it believes in good faith to be infringing material that is used without authorization by any or user of the Site, we are not obligated to do so except in accordance with the Digital Millennium Copyright Act. We also reserve the right to suspend or delete the account of any offender.