Terms & Conditions

for  One-Time Purchase Order between Retailer and Individual Customer

 

The following terms & conditions (“Terms & Conditions”) set forth and apply to the one-time purchase order (“Purchase Order”) for the product “ZenCleanz” (“Product”) that you place with [Retailer’s name] (“we,” “our” or “us”).

1.     Section 1     Definitions

Capitalized words and phrases used in these Terms & Conditions shall have the following meanings:

1.1    “Business Day” shall mean each of Monday, Tuesday, Wednesday, Thursday, and Friday, except when any such day occurs on a statutory holiday observed in the Territory.

1.2    “Consumer” shall mean any Customer who is acting for purposes of consumption to make transactions for purchasing Product(s) from us pursuant to these Terms & Conditions.

1.3    “Consumer Dispute” shall mean any Dispute arising from the sale of Product(s) between you and us.

1.4    “Customer” shall mean any Person who places a Purchase Order to purchase Product(s) from us.

1.5    “Defective Product” shall mean a Product that its content does not otherwise match its description.

1.6    “Dispute” shall mean any dispute, claim or controversy against each other related in any way to these Terms & Conditions, or your purchase and use of any Products you purchased from us. 

1.7    “Party” shall mean either you or us, as the case may be.

1.8    “Parties” shall mean both you and us, collectively.

1.9    “Person” shall mean any individual, any firm, any association, any partnership, any corporation, any unlimited company, any limited company, any unlimited company with limited liability shareholders, any company limited by shares, or any other forms of legal entity or juridical person. 

1.10   “Product” shall mean the product “ZenCleanz” manufactured by Strong Pulses International Co. Ltd.

1.11   “Product Price” shall mean the price charged for Product(s) by us, which is in euro (€) and does not include (1) shipping or transportation charges unless specifically identified as a separate line item, or (2) sales, use, personal property or other taxes. 

1.12   “Purchase Order” shall mean an order you place with us that contains information with respect to a transaction made pursuant to these Terms & Conditions.

1.13   “Return Policy” shall mean our return policy provided herein. 

1.14   “Terms & Conditions” shall mean these terms and conditions, including but not limited to the recitals set forth in the preamble herein, all terms, conditions, notices, and policies referenced herein, all of which are made an integral part of and will be read as if included within the text of these Terms and Conditions. 

1.15   “Territory” shall mean each province, county, city or any other political subdivision or geographic location in [Country where the purchase has been made].

1.16 Third Party” shall mean any Person other than you and us.

1.17   “We,” “our,” and “us” shall mean [Tribe/Retailer’s name].

1.18   “You” and “your” shall mean the Customer.

 

2.     Section 2    Order and Payment

2.1    The purchase and sale of Product(s) between the Parties shall be made by means of Purchase Orders placed by you and accepted by us in accordance with these Terms & Conditions.  Only a Purchase Order placed by you and accepted by us shall be binding on the Parties.

2.2    The amount of Product Price and all other fees included in your Purchase Order are due when we accept your Purchase Order.

2.3    You agree to pay us the full amount due on its due date pursuant to these Terms & Conditions without any delay.

 

3.     Section 3   Shipping 

3.1    Within one (1) Business Day upon our receipt of your Purchase Order, we will arrange the shipping of Product(s) you order to the address and by the method that you specify in your Purchase Order.  Following our shipment of your ordered Product(s), we will inform you of the shipment and tracking number of your Purchase Order. 

3.2    Any Purchase Order placed during weekends (including Friday evenings (after 6 p.m.), Saturdays, and Sundays) will be shipped on the following Monday.

3.3    You are responsible for the shipping charges and quality of the shipment of your Purchase Order from us to the destination (address) you specified in your Purchase Order through private couriers.  Your Purchase Order’s shipping charges may vary according to the type of your Purchase Order and are calculated based on the delivery policies (including but not limited to the distance and cost of product insurance) of the shipping couriers we use. 

 

4.     Section 4    Title, Risk of Loss, and Damage to Product

4.1    The title, risk of loss, and damage to Product(s) you order shall pass to you upon shipment from our facility.

4.2    The title, risk of loss, and damage to Product(s) shall pass to you immediately upon your ordered Product(s) being picked up by or on behalf of you, your agent or transport carrier, at our facility, and thereafter we shall not be responsible for any loss or damage to Product(s) you order.

 

5.     Section 5    Return and Refund of Ordered Product(s)

5.1    Within seven (7) Business Days upon your receipt of the Product(s) you purchased from us online, you may request a replacement of or cancel your Purchase Order by notifying us in writing, and return any Product, including but not limited to Defective Products, that you purchased from us online for a full refund without stating reasons or be responsible for any expenses or costs.

5.2    Section 5.1 does not apply if you are not a Consumer or if you purchase the Product(s) in any of our physical stores or distribution point.  If you are not a Consumer or if your purchase is made in any of our physical stores or distribution point, we do not accept your return of any Product you purchased from us except:

(1)  the returned Product is a Defective Product that you purchased from us; and

(2)  you notify us of the specific problem in writing within seven (7) Business Days of receiving such Defective Product from us. 

5.3    If your return of a Defective Product meets the requirements set forth in Section 6.2, we will ship a replacement to you and will also reimburse you for costs incurred for return postage of the Defective Product.

 

6.     Section 6    Prohibited Use and Resale 

By agreeing to these Terms & Conditions, you represent that you will not:

(1) use or consume any Products for any illegal or unauthorized purpose; or

(2) violate any laws in the Territory when using or consuming any Products.

 

7.     Section 7    Disclaimer

7.1      Please do not use any Product to prescribe any medication or treat any disease or medical condition. 

7.2      All Products are labeled in accordance with the laws of Taiwan and provide information about all ingredients, and other natural enzymes, which compose the Products or that the Products may have been in contact with during production.  We are not liable and disclaim all warranties for any allergic reactions or other allergen sensitivities.

 

8.     Section 8    Limitation of Liability

8.1      In no case shall we be liable to you or any Person for any indirect, incidental, consequential, punitive or special damages of any kind, including but not limited to lost profits, lost revenue, lost savings, loss of contract, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use or sale of any Products, or for any other claim related in any way to your use or sale of any Products, including but not limited to any omissions or errors in any content, or any loss or damage of any kind incurred as a result of the use or sale of any Product, even if advised of their possibility. 

8.2      In jurisdictions that do not allow the exclusion or the limitation of liability for consequential or incidental damages, our liability shall be limited to the maximum extent permitted by law.

 

9.     Section 9    Indemnification

You agree to indemnify, defend, and hold us harmless from any claim or demand, including reasonable attorneys’ fees, made by any Third Party due to, arising out of or in connection with your breach of these Terms & Conditions, or your violation of any law or the rights of a Third Party.

 

10.  Section 10    Waiver

Any of our waiver of any term, condition or obligation of these Terms & Conditions will be effective only if in writing and signed by us.

 

11.  Section 11    Force Majeure

In no event shall we be responsible or liable for any failure or delay in the performance of our obligations hereunder arising out of or caused by, directly or indirectly, forces beyond our control or due to unforeseen circumstances, including but not limited to, acts of God (such as earthquakes, tropical storms, hurricanes, fire, flood, or other natural disasters or natural catastrophes); war; act of terrorism; civil or military disturbances; strikes; shortages in transportation, facilities, fuel, energy, labor or materials; interruptions, loss, failure or malfunctions of utilities, communications, server or computer (software and hardware) services; for so long as such event continues to delay our performance.  We will use our reasonable efforts to resume performance as soon as practicable under the circumstances.

 

12.  Section 12    Severability

12.1     If any provision of these Terms & Conditions is for any reason found to be invalid, illegal or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the remainder of these Terms & Conditions shall be in full force and effect.

12.2    The invalidity, illegality or unenforceability of a particular provision of these Terms & Conditions in a particular jurisdiction shall not invalidate such provision in any other jurisdictions.

 

13.  Section 13    Governing Law

These Terms & Conditions shall be governed by and construed in accordance with the laws of [Taiwan].

 

14.  Section 14    Consumer Dispute Resolution Mechanism and Procedure

14.1   If any Consumer Dispute arises between you (who is a Consumer) and us relating to Product(s) you purchased from us, you may file a complaint with us through our customer service department at [address and/or email address].

14.2   To efficiently and effectively resolve your Consumer Dispute, we kindly urge you to provide as much information and evidence as possible in the complaint you filed with us, including but not limited to:

(1)  information, description, and evidence of your transaction (e.g., your Purchase Order number, the time of your transaction, etc.);

(2)  information, description, and evidence of your Consumer Dispute (e.g., the problem at issue, when the said problem occurred, etc.); and

(3)  how you expect to get this problem solved. 

14.3   We shall properly respond and handle your Consumer Dispute within fifteen days upon our receipt of your complaint. 

14.4  The Consumer Dispute resolution mechanism and procedure set forth herein does not preclude you from seeking alternative relief permitted by law.

 

15.  Section 15    Dispute Resolution

15.1   Any Dispute, other than a Consumer Dispute mentioned in Section 15, arising out of or in connection with these Terms & Conditions or its subject matter or formation (including non-contractual disputes or claims), at law or in equity, shall be settled by arbitration referred to the [Chinese Arbitration Association (“CAA”), Taipei], and conducted in accordance with [CAA’s arbitration rules] then in effect.

15.2   The place of arbitration shall be in [Taipei, Taiwan].

15.3   The language of arbitration shall be [English]. 

15.4   The arbitral award shall be final and binding upon the Parties.

15.5   Judgment may be entered on the arbitration award in any court having jurisdiction.

 

16.  Section 16    Integration

These Terms & Conditions, together with the information about the name, Product Price, content, size, type, number or any other information about the Product, constitute the complete and exclusive understanding and agreement between you and us, superseding all prior understandings and agreements, whether oral or written, between you and us with respect to the subject matter hereof (including but not limited to any prior versions of these Terms & Conditions).

 

17.  Section 17    Interpretation

 

17.1   You acknowledge that you have reviewed these Terms & Conditions.

17.2   If there is any ambiguity in these Terms & Conditions, the interpretation of these Terms & Conditions shall be made in favor of the Consumer.

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