YouBar Terms and Conditions:
1. Entire Agreement. These terms and conditions (“Agreement”) constitute the entire agreement between YouBar (“Seller”) and Buyer, and no other terms or conditions shall be in effect, if any.
2. Buyer’s Acknowledgement. Buyer acknowledges that this Agreement is in effect for any order placed after receipt of this Agreement. Buyer further acknowledges that Buyer has the right to use and allow Seller to use, any image or trademark information provided by Buyer to Seller in order to design/produce packages for Buyer.
3. Pricing and Payment Terms. Buyer acknowledges that prices for manufactured goods quoted to Buyer were based upon then current prices for ingredients, supplies, materials, and/or services. Such price quotation is open for sixty (60) days or until notification of change by Seller, whichever shall first occur. Payment for all manufactured goods is due prior to production.
4. No Refunds. Buyer acknowledges that there is no refund for the development of any goods, including but not limited to bars, recipes, packages, and display boxes. Claims based upon defective manufactured goods or shortages are deemed waived if not made, in writing, within five (5) business days after the receipt of goods by Buyer. No goods may be returned without Seller’s prior written consent and Seller has the sole discretion as to whether to honor any claim made after such time period.
5. Warranties and Limitation of Liability. SELLER WARRANTS THAT THE MANUFACTURED GOODS ARE MERCHANTABLE TO THE EXTENT THAT THEY ARE FREE OF DEFECTIVE WORKMANSHIP AND MATERIAL. BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S SOLE AND EXCLUSIVE LIABILITY ON ANY CLAIM, WHETHER IN TORT, CONTRACT OR WARRANTY, SHALL BE LIMITED TO REIMBURSEMENT OF THE PURCHASE PRICE PAID BY THE BUYER FOR THE DEFECTIVE MANUFACTURED GOODS, AND IN NO EVENT AND UNDER NO CIRCUMSTANCES WHATSOEVER SHALL THE SELLER BE LIABLE FOR INDEMNIFIACTION OF BUYER OR ACCOUNT OF ANY CLAIM AGAINST BUYER OR LIABLE TO BUYER FOR ANY OTHER OR FURTHER DAMAGES WHATSOEVER, WHETHER DIRECT OR INDIRECT OR CONSEQUENTIAL OR SPECIAL, IN ANY WAY RELATING TO THE MANUFACTURED GOODS AND/OR PERFORMANCE OF SELLER’S OBLIGATION TO BUYER. ANY LEGAL ACTION BASED UPON SUCH DEFECTS MUST BE BROUGHT WITHIN ONE YEAR AFTER DELIVERY TO THE BUYER OF THE MANUFACTURED GOODS UPON WHICH THE ACTION IS BASED.
SELLER DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL OTHER WARRANTIES NOT MENTIONED ABOVE, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES NOT EXPRESSLY STATED HEREIN.
IN NO EVENT WILL SELLER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF REVENUE OR PROFIT, OR LOSS OF TIME OR BUSINESS) ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY, PRODUCTS LIABILITY OR NEGLIGENCE) OR OTHERWISE REGARDLESS OF WHETHER BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SELLER IS NOT LIABLE TO BUYER OR ANY OTHER PERSON FOR FAILURE OR DELAY IN THE PERFORMANCE OF ANY OBLIGATION TO SELLER FOR DELIVERY OF MANUFACTURED GOODS DUE TO EVENTS BEYOND ITS REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD, LABOR DISPUTES, TRANSPORTATION DELAYS, FAILURE OR SHORTAGE OF INGREDIENTS, MATERIALS OR SUPPLIERS.
6. Specially Made Goods. Buyer acknowledges that all of manufactured goods are specially made for Buyer and Buyer will accept delivery of a greater or lesser quantity of all merchandise not to exceed five percent (5%) of that order. The goods may vary from the specifications to the extent permitted by the general industry practices. Upon termination of any order, Buyer shall accept and pay for all specially made goods then manufactured and pay for and reimburse all of Sellers expenses which it had incurred, to date of termination, for any incomplete orders. Additional charges may apply for Special Ingredients.
7. Shipping. All shipping prices quoted are for within the continental United States and all orders are FOB origin. Seller does not ship internationally – If Buyer desires an international shipment, Buyer is responsible for shipping, importing and ensuring the bars comply with all state, federal and local regulations.
8. Ownership. Buyer acknowledges that Buyer does not own the recipe of the manufactured goods. Buyer acknowledges that Buyer does not own the packaging design, if any, created by Seller or created by Seller and Buyer.
9. Reservation of Rights. Seller reserves the right to withdraw any ingredient from Seller’s website or Buyer’s recipe at any time. Seller reserves the right to refuse to make, create or use any package, with an image, language, quote, artwork or picture regardless of state or federal regulation. Seller reserves the right to refuse to make, create or manufacture any good or use any ingredient regardless of state or federal regulation.
10. Default By Buyer. If Buyer fails to pay any sum to the Seller when due, Seller may declare the entire account of the Buyer to Seller then immediately due and payable, and to withhold all manufactured goods and/or other property of Buyer in Seller’s possession as security for the payment of all monies due to Seller.
11. Risk of Loss. Risk of loss and damage to the goods passes to Buyer when Seller has completed the manufacturing and the goods are identified to the contract. Seller is not responsible for any damages during shipping including but not limited to dented boxes and over exposure to heat.
12. Warehousing. All perishable items stored at Seller's location including but not limited to special ingredients and finished product will be thrown out 7 days prior to their expiration date. No credits, refunds or any other compensation will be given for expired product.
13. Modification. Seller reserves the right to modify or amend the Terms & Conditions at any time. Once Buyer is provided with such modification or amendment, the terms shall be effective immediately.
14. Indemnification: Buyer will indemnify and agrees to hold harmless Seller and its successors, assigns, officers, directors, shareholders, customers and agents, against any and all liabilities, losses, claims, expenses, costs, fines, fees, penalties, settlement payments, obligations or injuries, including those resulting from claims, actions, suits, demands, assessments, investigations, judgments, penalties, fines, awards, arbitrations or other proceedings, together with reasonable costs and expenses, including reasonable attorney’s fees and expenses, incurred by Seller resulting from: a) any breach by Buyer of any representations, warranty, covenant or agreement, and b) any negligent or intentional acts or omissions by Buyer. Seller will indemnify and agrees to hold harmless Buyer and its successors, assigns, officers, directors, shareholders, customers and agents, against any and all liabilities, losses, claims, expenses, costs, fines, fees, penalties, settlement payments, obligations or injuries, including those resulting from claims, actions, suits, demands, assessments, investigations, judgments, penalties, fines, awards, arbitrations or other proceedings, together with reasonable costs and expenses, including reasonable attorney’s fees and expenses, incurred by Buyer resulting from: a) any breach by Seller of any representations, warranty, covenant or agreement, and b) any negligent or intentional acts or omissions by Seller.
15. Severability. If any part or section of this Agreement is found to be unenforceable, such part or section will be stricken and not affect the validity of the remainder of this Agreement.
16. Governing Law and Venue Selection. This agreement shall be construed and governed by the laws of the State of California and any action based thereon or relating in any manner to the subject matter of this invoice shall be brought in a court of complete jurisdiction in the County of Los Angeles, State of California.