1. ACCEPTANCE – ENTIRE AGREEMENT:

All orders are subject to acceptance at Seller’s corporate office, upon the terms and conditions set forth herein, and no order is binding upon Seller until such acceptance occurs. These terms and conditions constitute the entire agreement between the parties and supersede any prior or contemporaneous representations, warranties, proposals, terms, conditions or agreements unless modified by writing signed by an authorized representative of Seller. No order is effective and complete until full payment is made.

2. PAYMENT METHOD:

At this time Seller is not offering credit terms. All orders must be accompanied by pre-payment. Payment may be made by business credit card, ACH debit transaction, or institutional bank wire of immediately available funds.

3. PRICES:

A current product price list will be provided to you by an authorized agent or representative of Evolution Organix. Prices shown do not include any sales, excise or other government charge payable by Seller to federal, state or local authority. Any such taxes now or hereafter imposed upon sales or shipments will be added to the purchase price. Buyer agrees to reimburse Seller for any such tax or provide Seller with acceptable tax exemption or resale certificate for the state into which the products are delivered.

4. SHIPPING AND DELIVERY TERMS:

All products ordered by Buyer shall be shipped Fed Ex from a Fed Ex Hub located in Lexington, North Carolina. Buyer shall be responsible for all shipping costs to Buyer’s shipping destination as quoted by FedEx or other carrier based on the weight of the products and packaging, including the costs incurred for confirmed delivery, and Buyer shall bear all risk of loss following delivery of the product to the carrier at Seller’s facilities in Lexington, North Carolina (or at Seller’s supplier’s facilities if products are to be shipped directly from such facilities). International shipping and shipping to destinations outside the mainland U.S. will necessarily involve increased shipping costs.
Evolution Organix offers free shipping to destinations in the U.S. within the contiguous 48 states, for all orders exceeding $1,000.

5. DELIVERY DATES:

Delivery dates are estimated based upon conditions prevailing at the date of quotation and are subject to change in the event of a subsequent change in conditions which materially affect Seller’s manufacturing schedule or ability to acquire goods and materials necessary to complete Buyer’s order.

6. SHORTAGES:

Claims for shipping shortages or missing items must be made to Seller in writing within five (5) days after receipt of shipment. Based on the information provided, Seller may reship missing items without charge to the Buyer.

7. LIMITED WARRANTY:

Seller warrants that its product will be free from defects in materials and workmanship, under normal use and service, for a period of forty-five (45) days from date of purchase, (“Warranty Period”). This limited express warranty is made only to the original purchaser, is not assignable and will be void in the event of shipping damage, damage caused by improper use, improper storage conditions, vandalism, malicious mischief, accident or abuse.
SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, WHETHER AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, WITH RESPECT TO PRODUCTS SOLD BY SELLER TO BUYER. NO VERBAL STATEMENTS BY SELLER’S AGENTS OR EMPLOYEES, MADE BEFORE OR AFTER THE DATE OF THIS ORDER, AND NO SAMPLES SUBMITTED TO BUYER, SHALL BE CONSTRUED AS CREATING ANY WARRANTIES, EXPRESS OR IMPLIED, FROM SELLER.
If Buyer has reason to believe that Seller’s product does not conform with the limited express warranty stated above and written notice is provided to Seller within the Warranty Period, then upon verification of product defect in breach of Seller’s limited express warranty, evidenced in a manner as Seller may require, including return of the product to Seller, freight prepaid to Seller’s facility in Lexington, NC, Seller will, at its option, (1) furnish to Buyer a replacement product without charge, delivered to Buyer freight prepaid by Seller, or (2) issue to the account of Buyer a credit equivalent to the purchase price for the product. Replacement of a product will not extend the Warranty Period.
THE FOREGOING SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY FOR ANY DEFECT OR NONCONFORMITY IN SELLER’S PRODUCT WHICH CONSITUTES A BREACH OF SELLER’S LIMITED EXPRESS WARRANTY AND IN NO EVENT SHALL BUYER BE ENTITLED TO CLAIM OR RECOVER ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTAL DAMAGES FROM SELLER OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION COSTS, LOSS OF PROFITS OR REVENUE, OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, DOWN TIME OR LOSS OF USE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If, notwithstanding the foregoing, Seller is determined to be obligated to Buyer for any damages or costs related in any manner to the product, including without limitation damages related to defects or nonconformities in the product or failure to comply with any delivery schedule or obligations, then whether the claim is in contract, tort, warranty or otherwise, Seller’s liability will not exceed the price paid by Buyer to Seller for the specific product giving rise to the claim. The provisions of this contract allocate between Seller and Buyer the risks regarding any claim related to Seller’s products and Seller’s pricing to Buyer reflects such allocation of risk and the contractual limitation of Seller’s liability stated herein.

8. ORDER CANCELLATION, RETURNED PRODUCTS FOR REFUND:

No order in the process of production is subject to cancellation, deferment or change in terms without written agreement by Seller. No products shall be returned to Seller for refund without Seller’s prior written consent and Buyer’s payment of a restock fee of 5% of the purchase price paid for such product, which fee shall be deducted from the refund. The following further terms and conditions shall apply to Product Returns:

Buyer must contact Seller within fourteen (14) days of the delivery date to obtain return approval.
(b) Returned product must be received at Seller’s facility within thirty (30) days of the date the product was received by Buyer. (Keep in mind the return delivery could take as long as 5 business days depending on mailing terms)
(c) Only products that are returned to Seller in resale condition will be refunded, i.e. original packaging and labeling is intact, safety seal is unbroken.
(d) Returns must include proof of purchase.
(e) Shipping costs for the original delivery are not refunded; however, Seller will remit prepaid shipping label for Buyer’s use for approved returns.
(f) Refunds will be credited to the original form of payment or paid via certified check from Seller, unless account credit is agreed.
(g) Specific return processing:
1. Call our customer service line at 336-300-8005 to obtain return authorization and have a pre-paid return shipping label emailed to you.
2. Print your invoice or use the packing slip invoice included with the shipment, along with the return authorization communication from Seller (most likely an email).
3. Indicate which item(s) you are returning on the invoice
4. Prepare your return package with your items for return, along with the marked invoice and return approval.
5. Ship the Item to us at:
Evolution Organix 

Attention Returns

110 Cotton Grove Road

Suite B 

Lexington NC 27292

9. FORCE MAJEURE:

Seller shall not be liable for any default in, delay, reduction, or failure of, delivery due to causes beyond its control, including, without limitation, strikes, floods, lock outs, disputes or disagreements resulting in work stoppages, inability to timely acquire the products, raw materials or components from Seller’s supplier for reasons beyond Seller’s control, embargoes, government regulations, military service, war, delays by carriers, lack of shipping facilities, unavoidable casualties, fires, storms, explosions, epidemics, civil disturbances, acts of God or public enemy, or any other causes or conditions in addition to the foregoing which are beyond Seller’s control.

10. INTELLECTUAL PROPERTY LICENSE AND BRANDING REQUIREMENTS:

Upon approval and for the term of the resale of the products, Seller grants to Buyer a limited, non-exclusive, non-transferable, royalty-free license to use Seller’s trade names, logos, trade- and servicemarks and product descriptions in form and content as provided by Seller to Buyer in any marketing or promotional package, product description information, and product photographs, whether in physical or digital format (the “Intellectual Property”). Buyer shall not edit, modify, redact, or in any manner change the Intellectual Property of Seller. Buyer may not market or otherwise advertise the Products, except using the Intellectual Property provided by Seller, unless agreed in writing by Seller.

11. RELATIONSHIP OF PARTIES:

Nothing contained herein is intended to impact the Seller/Buyer or Reseller relationship. The Buyer is independent of Seller and solely responsible for its actions in performance of its purchasing and sales transactions.

12. ON-LINE MARKETING AND SALES:

A. Third-Party Sites: Buyer specifically agrees that it shall not market or sell Evolution Organix  products at any internet site hosted, promoted, sponsored, or provided by a 3rd party operator such as Amazon; eBay; Etsy; AliBaba; or Shopify—this listing is not exhaustive, any such site is prohibited for marketing or sale of Evolution Organix product. Buyer represents and warrants that it will limit internet marketing and sales to sites involving its personally owned and operated web-presence. Buyer agrees it shall be fully liable to Buyer for all costs, including legal fees and expenses, associated with the identification and removal of product which Buyer places or permits to be placed at such sites.
B. Misappropriation or Confusion: Sellers will differentiate Evolution Organix Product line from other product lines. Seller will not intimate or represent itself as Evolution Organix  and shall not make representations or claims regarding the products other than as specifically set forth or authorized by Evolution Organix in writing and signed by both seller and Evolution Organix.

13. APPLICABLE LAW AND JURISDICTION:

This contract shall be governed and construed in accordance with the laws of the State of North Carolina, without regard to principles of conflicts of law. Buyer hereby consents to the personal jurisdiction of the state and federal courts in North Carolina with regard to any lawsuit arising out of this contract, or any goods or services provided by Seller to Buyer or any agreement, obligation or transaction between Seller and Buyer.

14. WAIVER:

No waiver by either party, whether express or implied, of any provision of this contract or any breach or default by either party, shall constitute a continuing waiver or waiver of any other provision or provisions of this contract and no such waiver by either party shall prevent such party from enforcing any and all provisions of this contract as to any subsequent breach or default by the other party under any provisions of this contract.

15. CUMULATIVE RIGHTS:

All rights and remedies of Seller under this contract are in addition to Seller’s other rights and remedies provided by law and are cumulative, not alternative.

16. SEPARABILITY:

If any provision of this contract is or becomes, at any time, under any law, rule, or regulation, unenforceable or invalid, no other provision of this contract shall be affected thereby and the remaining provisions of this contract shall continue with the same effect as if such unenforceable or invalid provisions shall not have been inserted in this contract.