General Terms and Conditions of Sale for Products
These General Terms and Conditions of Sale for Products (“Sales Terms”) apply to the sale of Jam’n Products’ products (“Products”) to customer (“Customer”). Jam’n Products’ offer to sell Products to Customer, and Jam’n Products’ acknowledgment of any purchase order or other Customer document (“Order”) is expressly limited to, and expressly conditioned on Customer’s acceptance of these Sales Terms. The applicability of terms contained in Customer’s Order is limited to the identification and the quantity of Products ordered. Jam’n Products objects to and rejects all other Customer terms, in any form, that are different from or additional to these Sales Terms.
Pricing, Freight, Payment, Shipping, Returns
Product prices are as listed in the applicable Jam’n price pages or in Jam’n Products’ electronic order systems as of the date Jam’n Products’ processes Customer’s Order. For Orders specifying future-dated shipments, Jam’n Products has the sole discretion to charge the price in effect on the date of the shipment. Standard payment terms are net 30 days from the Jam’n invoice date unless a different period is stated on the invoice. Customer may not make or take any deduction, set-off, or other adjustment without Jam’n Products’ prior written approval. Order quantities must meet stated minimums for Products. Products are shipped per the Incoterms statement on the Jam’n Products’ order acknowledgement or invoice, or, in the absence of such statement, F.O.B. point of shipment. Title and risk of loss transfers to the Customer upon delivery to the carrier. If Jam’n Products pays freight on the Order Jam’n Products may designate the means of transportation and routing. If Customer requires alternative means of shipment, Customer will pay any resulting costs. Lead times are as stated by Jam’n Products and Products may be placed on backorder at Jam’n Products’ discretion. Where Product availability is limited for any reason, Jam’n Products may fill orders or otherwise allocate Products in any manner it deems appropriate. Under no circumstances will Jam’n Products be liable for failure to ship, or for Customer’s failure to receive, Products by a certain date. Jam’n Products may require prepayment of any Order. Any credit extended to Customer is done at Jam’n Products’ discretion and subject to Jam’n Products credit requirements. Customer must keep its account current at all times. Jam’n Products may withhold shipments, payments, or other benefits, and/or assess late fees and interest on past due amounts until the account balance is current. Returns are subject to Jam’n Products’ applicable return goods policy and require advance Jam’n Products authorization.
Jam’n Products will manufacture and sell the Products in compliance with the federal, state, and local laws applicable to each Product. Customer will comply with the federal, state, and local laws applicable to the handling, transportation, storage, use, processing, disposal, distribution, sale, and resale of Products and to any of Customer’s products that contain or are made by using Products. Under no circumstances will either party offer or make any payment or give anything of value to another person or entity where such payment or action would violate an applicable law or regulation, including, but not limited to, any applicable anti-bribery, anti-corruption, or anti-kickback law.
Product Information, Selection, and Use
Jam’n Products may provide Product information, including technical information, specifications, recommendations, literature, and other materials (collectively “Product Information”) for Customer’s convenience in Customer’s selection of Products. The accuracy or completeness of Product Information is not guaranteed and is subject to change without notice. No license under any Jam’n Products or third party intellectual property rights is granted or implied with this Product Information. Customer is solely responsible for evaluating and selecting Products and determining whether each Product is fit for a particular purpose and suitable for Customer’s use and method of application. Products are not manufactured to any Customer requirements or specifications unless expressly agreed to in writing by Jam’n Products. Products that are sold for Customer’s use or consumption may not be repackaged, resold, or redistributed in any manner without Jam’n Products’ prior written consent.
Customer may cancel an Order only with Jam’n Products’ written consent. In the event of an approved cancellation, and where Jam’n Products has incurred costs and expenses that cannot reasonably be recovered through sale of the Products to another person or entity, Customer will pay Jam’n Products for all such costs and expenses, which may include costs of related raw materials, packaging, and other items dedicated to Products. Jam’n Products may cancel a Customer Order without obligation or liability upon notice to Customer.
Effect of Other Agreements, Terms
Where Jam’n Products and Customer have a specific agreement for the sale or supply of Products or an individual Jam’n Products business unit has issued specific terms and conditions for specific products, that agreement or the business unit specific terms and conditions (collectively “Jam’n Products Agreement Terms”) will control, as to these Sales Terms, to the extent that the Jam’n Products Agreement Terms are in addition to or conflict with these Sales Terms. By ordering Product using www.JamnProducts.com, www.ShopJamn.com , in person, or by email/telephone/facsimile, Customer agrees to be bound by all terms and conditions, program requirements, and other policies set forth in the applicable Jam’n Products price pages, order forms, or order systems.
Jam’n Products will not be liable or deemed to be in breach of these Terms & Conditions for any delay or failure to perform any or all of its obligations by reason of fire, explosion, accidents, pandemic, hurricanes, tornados, flood, unusually severe or abnormal weather, war or threat of war, riots or civil commotion, acts of terrorism, acts of any governmental authority or agent, interruption of or delay in transportation of Products, labor disputes, shortage of materials or raw materials, inability to obtain raw materials at a reasonable price, acts of God or any other circumstance or event beyond the reasonable control of Jam’n Products. If we are rendered unable by force majeure to carry out any or all of our obligations under these Terms & Conditions, we will use reasonable efforts to give notice to you by email, and upon the giving of such notice the obligations of Jam’n Products shall be suspended or terminated as may be necessary under the circumstances.
Subject to applicable law and the express terms of these Terms & Conditions or any applicable Additional Terms, after you pick up Products or accept delivery of Products, you shall be solely responsible for the proper transportation, handling, storage, processing, use, application, and/or disposal of such Product. To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold Jam’n Products harmless from and against any and all actual, alleged, or threatened claims, liabilities, and costs and expenses (including attorneys’ fees) arising out of or resulting from (a) any transportation, handling, exportation, storage, processing, alteration, use, application and/or disposal of a Product by your and/or your applicator; and (b) any actual or alleged breach by you of, or any inaccuracy in, any representation, warranty, covenant or undertaking made by you in these Terms & Conditions.
Limitation of Liability
IN NO EVENT SHALL JAM’N PRODUCTS BE LIABLE TO CUSTOMER OR ANYONE CLAIMING THROUGH CUSTOMER FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECULATIVE, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, LOSS OF PROFITS, LOSS OF USE, PENALTIES OR DEMURRAGE, WHETHER OR NOT BASED UPON CUSTOMER’S NEGLIGENCE, BREACH OF WARRANTY, BREACH OF CONTRACT, STRICT LIABILITY, TORT OR ANY OTHER CAUSE OF ACTION, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
Jam’n Products reserves the right to change its Sales Terms at any time without notice. We may supplement these Terms & Conditions by posting additional terms, such as Product-specific terms and terms of special offers, (“Additional Terms”) on the Website. In the event of a conflict between the Terms & Conditions and applicable Additional Terms, any express terms of the Additional Terms will prevail. Any attempted modification or amendment of these Terms & Conditions by Customer (whether by means of a purchase order or other form or document), is hereby rejected. Customer agrees that posting of revised versions on the Website is sufficient notice of any changes. Customer should review the Terms & Conditions and other Website terms, policies and notices prior to each time Customer purchases any Product that is available through the Website, in person, or by email/telephone/facsimile and Customer’s use of the Website will constitute Customer’s acceptance of and agreement to the then current version of the Terms & Conditions.