The following words shall have the following meanings:
1.1 "Buyer" or “you” means the company or person who buys Goods from the Seller;
1.2 "Goods" means the products to be supplied to the Buyer by the Seller upon payment of the purchase price;
1.3 "List Price" means the list of prices of the Goods maintained by the Seller as amended from time to time by Seller;
1.4 "Seller" or “us” means Verb Products Inc., having a place of business at 750 Lexington Avenue, 17th Floor, New York, NY 10022.
2.1 Buyer agrees to the terms and conditions outlined in this contract (the "Contract") pertaining to any Goods purchased by Buyer through Seller’s wholesale website (the “Site”).
2.2 Buyer agrees to review these terms and conditions prior to purchasing Goods through the Site and purchase of a Good through the Site shall be deemed conclusive evidence of the Buyer’s acceptance of these terms and conditions.
3.1 Seller reserves the right in its sole discretion to remove any goods for sale from the Site.
3.2 Seller may modify this Contract, or List Price, and may discontinue or revise any or all aspects of the Site in its sole discretion and without prior notice.
3.3 Modification of this Contract will be deemed effective upon publication on the Site.
4.1 In order for Buyer to be eligible to purchase Goods through the Site, Buyer:
(i) Must have at least one (1) physical retail store or property (such as a spa, gym or yoga/pilates studio);
(ii) Must have a valid resale certificate, which Buyer must upload upon registering to the Site, if Goods are intended for resale;
(iii) Must be an established business, which has been operating actively for at least one (1) year; and
(iv) Is not a salon. All salons must purchase Goods through a designated distributor. Please email us at email@example.com for more information.
4.2 If Buyer changes its business operation and no longer meets the abovementioned eligibility requirements, the Contract shall automatically terminate upon the change occurring. Buyer shall promptly notify Seller in writing of any change in Buyer’s ability to satisfy the abovementioned eligibility requirements.
Buyer represents and warrants that it will not resell any Goods on third party platforms (such as amazon or ebay).
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.
7.1 All prices on the Site are in US dollars. Buyer agrees that all orders shipped by Seller are subject to sales tax, applicable in accordance with the tax code of the state to which the order will be shipped. Tax is estimated at the time an order is placed and a final calculation of the actual sales tax will be reflected on Buyer’s order confirmation e-mail and packing slip.
7.2 The price shall be that in the Seller's current List Price, or such other price as the Seller and Buyer may agree to in writing. The price is exclusive of VAT or any other applicable costs.
7.3 Buyer represents and warrants that (i) the credit card information supplied is true, correct and complete and (ii) charges incurred by the Buyer will be honored by the Buyer's credit card company and (iii) Buyer shall pay charges incurred by Buyer at the amounts in effect at the time incurred, including all applicable taxes. Buyer shall be responsible for all charges incurred through use of Buyer's password. Buyer agrees to keep his or her password confidential and to notify Seller within 24 hours of any breach of this Contract or unauthorized use of the password. Seller does not protect Buyer from unauthorized use of Buyer's password.
Seller reserves the right in its sole discretion to refuse service at any time. Sale of any goods is subject to availability.
9.1 After Buyer’s order has been submitted, a page will be displayed confirming that the order was received. An email confirming receipt of the order will also be sent to Buyer shortly after the order is submitted. If an order confirmation does not arrive within 24 hours after submission, Buyer shall contact Seller’s Online Customer Service by email at firstname.lastname@example.org for assistance.
9.2 Seller’s orders are shipped on business days (Monday through Friday 8:30-17:30, excluding major holidays). All orders are subject to authorization. Only authorized orders will be processed and shipped.
9.3 All orders are waived from signature unless otherwise instructed via comments in your order form, or by email.
9.4 At this time, Seller cannot ship to P.O. Boxes. Seller ships strictly to the contiguous 48 U.S. states, plus Alaska and Hawaii, and Canada. Shipments to international destinations and U.S territories (such as Puerto Rico and Guam) are currently unavailable.
9.5 If an order was not shipped, was incorrectly shipped, is missing a product, or for any questions on how to order or the status of an order, please contact Seller’s Online Customer Service by email at email@example.com for assistance.
Seller reserves the right to limit order quantities per item and the total value of products ordered per day and per month.
Title and risk in the Goods shall transfer to Buyer when the Goods are received at Buyer’s location. Seller may recover the Goods shipped and its entitlement to possession shall be superior to all other claimants.
12.1 If a Good purchased is defective, Buyer shall contact Seller’s Online Customer Service by email at firstname.lastname@example.org, within 14 days of receipt. In order to process its request, Buyer shall provide a detailed description of the defect and a proof of purchase.
12.2 At the moment, Seller does not accept any returns. If deemed appropriate at Seller’s sole discretion, an online credit in the amount of the total purchase will be issued for defective products.
12.3 Any credit for exchange will be based on the value of the Goods at the time of purchase. Shipping and Handling fees are not subject to refund unless the merchandise is defective or we shipped an incorrect item.
12.4 Goods purchased through the Site cannot be returned to a Seller’s distributor.
THE GOODS OFFERED THROUGH THE SITE RE ARE PROVIDED "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE SOLE AND ENTIRE MAXIMUM LIABILITY OF SELLER, FOR ANY REASON, AND BUYER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY THE BUYER FOR THE PARTICULAR ITEMS PURCHASED. SELLER AND ANY OF ITS AFFILIATES, DEALERS OR SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DIRECT DAMAGES, EVEN IF VERB HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE SITE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SELLER AND BUYER. THIS SITE AND GOODS WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. SOME STATE STATUTES MAY APPLY REGARDING LIMITATION OF LIABILITY.
Buyer agrees to indemnify, defend and hold Seller and its affiliates, licensors and suppliers harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to a Buyer's violation of this Contract or use of the Site.
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.
Nothing contained in this Contract shall be construed as establishing or implying any partnership, joint venture, agency or similar relationship between Buyer and Seller.
Buyer's rights under this Contract are not assignable or transferable, nor are its duties delegable without the prior written consent of Seller. Any attempted assignment, transfer or delegation in violation of this Section 15 shall cause the immediate termination of this Contract.
The failure by Seller 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 Contract.
If any term or provision of this Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties and the remaining portions shall remain in full force and effect.
All legal proceedings arising out of or in connection with this Contract shall be brought solely in the State of New York and Buyer expressly submits to the jurisdiction of said courts and Buyer consents to extra-territorial service of process.
To the extent that anything in or associated with the Site or Seller is in conflict or inconsistent with this Contract, this Contract shall take precedence.
The entire content included in the Site, including but not limited to text, design, graphics, interfaces, or code and the selection and arrangement thereof, organization, gathering, compilation, magnetic translation, digital conversion and other matters related to the Site (“Content”) is protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights and is the property of Seller.
The Content includes works that are licensed to Seller. ALL RIGHTS RESERVED. All trademarks, services marks, and trade names (collectively the “Marks”) are trademarks or registered trademarks of and are proprietary to Seller, or other respective owners that have granted Seller the right and license to use such Marks.
The Buyer agrees not to (and agrees not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit, use or publish any such Content or any part of the Site.
23.1 The Buyer agrees that use of the Site is entirely at the risk of the Buyer.
23.2 By using the Seller’s Site the Buyer agrees not to attempt to undermine its functionality and integrity.
23.3 The Seller’s Site may include links to third party websites that are controlled and maintained by third parties. Any link to other websites is not an endorsement of such websites by us and you acknowledge and agree that we are not responsible for the content or availability of any such sites.
Seller reserves the right, and Buyer authorizes Seller, to the use and assign all information regarding Buyer’s purchases, use of the Site and all other information provided by Buyer, subject to applicable law.
All orders placed on the Site are encrypted, thereby protecting any credit card information that is submitted at the time of the order. As such, Seller is not liable for any direct or indirect damages related to credit card fraud or theft.