1. GENERAL
1.1 In these Terms and Conditions, the following words have the meanings shown below. “Client” – means the person, firm or company purchasing Goods. “Company” – means Wellness PRO Inc., “Contract or “Contracts” – means all the agreements between the Company and the Client for the purchase of Goods from the Company by the Client; “Goods” – means the health, medical, and wellness -related products, items or goods manufactured and/or sold/distributed by the Company and purchased by the Client on the terms of the Contract.
1.2 Unless agreed Otherwise, these Terms and Conditions shall be incorporated in, and form integral parts of all Contracts between the Company and the Client to sell goods and shall, together with the other provisions of the Contract be the sole terms and conditions under which the sale take place, and reference to “Contract” or “Contracts” shall be deemed to include these Terms and Conditions. Unless otherwise agreed by the parties or provided herein, all other terms, conditions or other representations not in the contracts are excluded from the Contracts between the Client and the Company including, without limitation, any terms and conditions which the Client may purport to apply under any order for Goods. In case there is any irreconcilable inconsistency or difference between the provision of these Terms and Conditions and the other provisions of the Contracts. The provision of these Terms and Conditions shall prevail.
1.3 These Terms and Conditions shall prevail unless expressly varied in writing and signed by the General Manager on behalf of the Company and by a duty authorized representative of the Client.
1.4 No statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of the agents or employees of the Company shall be constructed to vary in any way of these Terms and Conditions or any of the other Terms and Conditions or any of the other terms of the Contracts unless otherwise agreed in accordance with Clause 1.3 above.
1.5 Any written quotation, estimate and/or advertised price for the Goods shall not be binding and shall be treated merely as an invitation to make an offer. No binding contract shall be created by placing an order on the Company’s website or otherwise until the Company has acknowledged and accepted the order to the Client either verbally or in writing as appropriate.
2. PRICE
2.1 Subject to Clause
2.2 Below, and unless otherwise stated by the Company in writing and agreed with the Client, the price payable for Goods shall be the price list of the Company current at the date of dispatch, or at the invoice price and in the case of an order for delivery by installments the price payable for each installment shall be the Company’s current price list at the date of the dispatch of each installment. This is without prejudice to the right of the Client not to proceed with the purchase of the Goods if the final price is higher than what is in the price list of the Company at the time its order is accepted by the Company.
2.3 The Client shall bear the cost of the value added tax and all other sales taxes that may be mandated by law. The Client shall indemnify the Company from any liabilities that may arise due to subsequent use or sale of the Goods by the Client.
2.4 The Company shall be entitled to invoice the Client by post or email for the price of the Goods in the Philippine Peso or such other currency as the Company shall agree in writing.
2.5 The Company has the right to invoice the Client for the costs of any packaging and transportation of the Goods, and any additional costs resulting from any other alteration or changes in arrangements made by the Client on or a time of delivery or upon notification by the Company that the Goods are awaiting collection. Any such additional costs may be invoiced by the Company in Philippine Pesos or such other currency as the Company shall agree in writing.
3. DELIVERY
3.1 The Company shall exert reasonable efforts to deliver all goods as may be reasonably required by the Client. The Client holds the Company free and harmless, and shall keep it indemnified from, any liabilities and May not cancel the order due to non-compliance of these requirements as long as the Company exerted reasonable efforts to so comply or such non-compliance is due to justifiable reasons such as without limitation, force majeure. The Company may, at is option, make partial deliveries, each delivery evidenced by invoices and/or delivery receipts. Each invoice shall be covered by and under these Terms and Conditions.
Delivery Schedules:
|
|
SERVICE |
DELIVERY TIME |
COST |
|
Wellness PRO Inc. Express Delivery |
Metro Manila Area |
Delivered within 2 - 3 Hrs.(Subject to change to Area’s Traffic Condition) |
PHP 300
|
|
Wellness PRO Inc. Standard Delivery |
Metro Manila Area |
Before 11 AM – 1-2 Days After 11 AM – 2-3 Days |
PHP 250 |
|
Provincial |
Luzon Area 1-2 Days via Courier Visayas/Mindanao Area 2-4 Days Via Courier |
PHP 500 |
|
|
Special Item Freight |
ALL AREAS |
PHP 160/kg |
|
The Period for delivery/deliveries commitment herein shall be the period within which the Goods are intended to be dispatched from the Company’s premises and shall be calculated from the date of confirmation of order by the Company of the Client’s purchase order or the date of receipt of all necessary information to enable the Company to manufacturer or procure the manufacture of the Goods whichever shall be the later and the Client shall take delivery of the Goods within such period if no period is stipulated by the Company, then delivery will be such time after receipt of written instructions from the Client as the Company deems reasonable.
3.2 All times or dates given for delivery of the Goods are given in good faith but without any responsibility on the part of the Company so long as the Company exerts reasonable efforts to meet them. Time of delivery shall not be of the essence of any Contract nor shall the Company be under any liability for any delay beyond the Company’s control or force majeure.
3.3 Where the Goods are handed to a carrier for carriage to the Client, any such carrier shall be deemed to be an agent of the Company and not of the Client.
3.4 No liability for non-delivery, loss or damage to the Goods occurring post-delivery or for any claim that the Goods are not in accordance with the Contract will attach to the Company, unless claims to that effect are notified in writing by the Client to the Company (and in the case of claims for non-delivery, loss or damage with a copy to the carrier if the Company’s own vehicles have not been used to deliver the Goods), with supporting data/documents attached thereto, within 24 hours from receipt of delivery Acceptance of the Goods by the Client, any such carrier shall be deemed to be an agent of the Company and not of the Client.
3.5 If the Client fails to give notice in accordance with Clause 3.4 above, the Goods shall be conclusively deemed to be in all respects in accordance with the Contract and the Client shall be deemed to have accepted the Goods and shall be bound to pay for the same accordingly.
3.6 The Client agrees that in the event of a valid claim for non-delivery, loss or damage to the Goods and/or non-compliance with the Contract, the Company may, at is sole discretion, either reprocess or replace the Goods at its own expense and so long as the Company does any of these options, it shall then be under no further liability in connection with such non-delivery loss, damage or non-compliance.
3.7 If, for any reason, the Client is unable to accept delivery of the Goods at the time when the Goods have been notified as ready for delivery, the Company may, at is sole discretion, store the Goods at the risk of the Client and take all reasonable steps to safeguard and insure them at the cost of the Client, provided that the Client shall be immediately informed thereof, without prejudice to any other remedies available to the Company.
3.8 The Company shall have the right to make delivery by installments of such quantities of the Goods and at such intervals as it may decide. Any defect in any installment shall not be a ground for cancelation of the remainder of the installments and the Client shall be bound to accept further deliveries thereof provided the Company remedies the defective installments in accordance with Clause 3.6 hereof.
3.9 Any imposition of additional requirement/s, be it documentary, service or tangible accessory in nature, by the Client on the Company at time of delivery only, given that said requirement/s was/were not communicated in writing by Client to the Company and was/were not duly acknowledged by the Company as forming part of the contract will be considered irrelevant by both parties in the treatment of the delivery as being already complete.
4. ADDITIONAL COST
The Client agrees to pay for any loss or extra cost above the quoted price for the Goods which are directly or indirectly incurred by the Company through the Client’s Instructions or lack of Instructions or through failure or delay in taking delivery or through any act or default or omission on the part of the Client, its servants and agents.
5. TERMS OF PAYMENT
5.1 All payments due under any Contract must be made by the Client according to the pre-agreed payment terms between the Client and The Company. The Client shall not be entitled to exercise any Sal off, lien or any other similar right or claim, nor shall the Client be allowed to withhold any retention fees, unless there is proof agreement between the Company and the Client.
5.2 If the Goods are delivered in installments, the Company shall be entitled to invoice each installment, as and when delivery thereof has been made and payment shall be due in accordance with Clause 5.1 above in respect of each invoice.
5.3 Any failure by the Client to either pay any due installment in accordance with this Contract or failure to give delivery instructions in respect of any Goods shall cause the whole of the price for Goods already delivered at the time of such a default to become due forthwith without any further notice, without prejudice to any other remedies available to the Company.
5.4 Prompt payment by the Client shall be a conditioned precedent to future deliveries of the Goods due under any Contract.
5.5 Without Prejudice to any other rights it may have, the Company reserves the right to charge any penalties at a rate of 12% per annum and other costs that may be incurred as a result of the Client’s non-payment of all invoices when due as per invoice payment terms.
5.6 When applicable the Client shall provide the company the required (Expanding Withholding Tax Certificate (EWT).BIR form 2307) as required by the Bureau of Internal Revenue with all payments.
6. RETURNS AND CANCELATIONS
6.1 Goods can only be returned within 7 days of receipt of delivery subject to written coordination with the Company by the Client. Please Contact customer Service at +63 2 636 3580 local 101/109
6.2 The Goods must be in saleable condition is defined as those unused items in original packaging, defect-free and in unbroken quantities. All returns are subject to Wellness Pro Inc. Inspection and Acceptance.
6.3 The Company shall not accept any return nor make any refund in respect of non-stocking, non-standard items or chemical products with expiry dates.
7. PASSING OF TITLE AND RISK
7.1 From the date of delivery to the Client, the Goods shall be risk of the Client who shall be solely responsible for their custody and maintenance, but unless otherwise expressly agreed in writing the Goods shall remain the property of the Company until all payments due to the Company from the Client under the Contract or any other Contract have been made in full unconditionally and credited to the Company’s account. Whilst the ownership of the Company continues, the Client shall keep the Goods separate and identifiable from all other Goods in its possession as fiduciary agent for the Company.
7.2 In the event of any resale by the Client of the Goods, the beneficial entitlement of the Company shall attach to the proceeds of the sale or other disposition thereof, so that such proceeds or any claim thereof shall be promptly assigned by the Client to the Company.
7.3 In the event of failure to pay the price in accordance with the Contract, the Company shall have the power to re-sell the Goods, such power being additional to (and not in substitution for) any other power of sale arising by operation of few or implication or otherwise and for such purpose the Company and its servants and agents may forthwith enter upon any premises or land occupied or owned by the Client to remove the Goods.
8. WARRANTIES
8.1 All Goods are sold with the benefit of and subject to the conditions of the warranty supplied with them, which is available for inspection on request.
8.2 Nothing herein or in any warranty given by the Company shall impose any liability upon the Company in respect of any defect in the Goods arising out of the acts. Omissions, negligence or default of the Client. Its servants and agents including, without limitation, any failure by the Client to comply with any recommendations of the Company as to storage and handling or use or servicing of the Goods, use of the Goods with other goods or other misuse of the Goods or accident or fair wear and tear of the Goods.
8.3 The Company shall not be liable for any damage, loss, costs or expenses of any type whatsoever and however arising from or in any way connected to or with the installation of the Goods by the Client or any of its employees, agents or contractors, the Client hereby indemnifies the Company against all actions, costs, charges, losses, damages and expenses which the Company may incur or sustain by reason of any action brought by any third party relating in any way to the installation of the Goods.
8.4 Except as provided for in these Terms and Conditions, any warranties, (whether express or implied by statute or common law or howsoever), including without limitation those satisfactory quality or of fitness for a particular purpose (even if that purpose is made known expressly or by implication to the Company) and warranty for hidden defects unknown to the Company, are hereby excluded.
9. CLIENT’S RESPONSIBILITY
9.1 The selection of Goods suitable for the Client’s purposes depends on a range of factors. These factors include but are not limited to, on-site conditions or other circumstances of the proposed application of the Goods known only to the Client. The Client is solely responsible for satisfying itself that the data supplied to the Company on which information or recommendations made by the Company are based is correct and that any assumptions made by the Company to supplement that the data are suitable for the Client’s purpose. The Client hereby acknowledges that the selection of the Goods lies entirely within Client’s sole discretion.
9.2 The Company accepts no responsibility of any nature whatsoever for information or advice it supplies, where any data supplied by the Client is incorrect or where any assumption which the Company has made is unsuitable for the Client’s purposes where the Client has not alerted the Company of such. The Client is encouraged and is expected to raise with the Company any questions it may have.
10. LIABILITY
10.1 Notwithstanding anything contrary, the Company liability to any user for personal injury or death caused by its negligence or fraud is not limited.
10.2 The Company shall not be liable (whether or not the Company has been advised of the possibility of such loss) in contract, tort, negligence or otherwise howsoever arising for any claim, damage, loss or costs in respect of:
10.2.1 Any losses specially to the Client, any direct loss of profits, any direct loss of turnover and/or any direct loss of revenue and
10.2.2 Any indirect or consequential loss or damage howsoever caused including without limitation any losses special to the Client, any loss of profits, loss of Turnover, loss of revenue, loss of business and/or loss of data and for the avoidance of doubt, the sub-clauses in this Clause 10.2 are intended and agreed by the Client to be severable.
10.3 Subject to Clause 10.1, the agreeable liability of the Company (whether in contract, tort, negligence or breach of statutory duty or otherwise) to the Client for any loss or damage shall be limited to the price of the Goods.
10.4 The Client shall be liable for and shall indemnify the Company against any and all expenses, loss, liability or proceedings suffered or filed by a third party arising as a result of or in connection with any act, omission, negligence, and/or breach of the terms of this Contract or otherwise through the default of the Client.
10.5 The Company makes no representation or warranty that the use of the Goods does not infringe the rights of any third party and the Company accepts no liability in this respect.
11. DEFAULT OR INSOLVENCY OF CLIENT
11.1 In the event that:
11.1.1 The Client shall be in breach of any of its obligations under the Contract:
11.1.2 Any distress or execution attachment shall be levied on the Client’s property or assets, or
11.1.3 The Client (if an individual or partnership) shall make or offer to make any voluntary arrangement or composition with his creditors or become bankrupt or if any bankruptcy petition be presented against him/them.
11.1.4 The Client (if a company) has an administration receiver or administrator appointed or makes a voluntary arrangement with its creditors or commences to be dissolved or wound up; or
11.1.5 The Client otherwise fails to pays its debts and when they fall due; or
11.1.6 Such equivalent event in Clauses 11.1.1 to Clause 11.1.5 occurs to the Client in its local jurisdiction; then the Company, at its discretion and without prejudice to any other right or claim may, by notice in writing and without need for judicial action, forthwith terminate wholly or in part and all of the other Contracts between the Company and the Client or may (without prejudice to the Company’s rights subsequently to terminate the Contract for the same cause should it so), by notice in writing, suspend further deliveries of Goods.
12. FORCE MAJEURE
The Company shall be entitled to delay or cancel delivery or to reduce the amount of the Goods delivered and otherwise shall not be liable for non-performance of any of its obligations in the Contracts. If it is prevented from, hindered or delayed manufacturing, obtaining or delivering the Goods by normal route or means of delivery or otherwise in performing its obligations in the Contracts through any circumstances that it could not have foreseen them are beyond its control including, but not limited to, strikes, lock-outs, other work stoppage, riots, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal source of supply, acts of God, natural calamities, and acts of government.
13. WAIVER
The waiver by the Company of any right or the failure by the Company to exercise any right or to insist on the strict performance of any provision of this Contract shall not operate as a waiver of, or preclude any further exercise or enforcement of any other right or provision of this Contract.
14. SEVERABILITY
Each provision of this Contract is severable and distinct from the others. The parties intend that every such provision shall be and remain valid and enforceable to the fullest extent permitted by law. If, in any particular case, any of these Terms and Conditions shall be held to be invalid or unenforceable or shall not apply to this Contract, the other Terms and Conditions herein shall continue in full force and effect. The parties shall then discuss promptly and in good faith an alternative provision that will achieve the same end.
15. ASSIGNMENT
The Client may not assign, sub-contract or in any way dispose of this Contract or any of its rights or obligations under this Contract without the prior written consent of the Company.
16. NOTICES
16.1 Any notice to be served under this Contract shall be served on the Company at its registered offices in the Philippines or such other address as the Company may from time to time notify to the Client in writing and on the Client at the address notified to the Company in its registration application, by first class post, registered air mail or by email or facsimile. The Client is responsible for notifying the Company in writing of any change of address, email address or fax number from those in the Client’s registration application.
16.2 Any such notice served by post shall be deemed to have been served in the case of a destination in the Philippines within two days after the date of dispatch and seven days after the date of dispatch to any other destination. In the case of service by email, when the email is available to read in the recipient’s inbox and in the case of facsimile when the addressee’s machine acknowledges receipt thereof provided that a copy of the notice or communication is also put into the post in accordance with Clause 16.1 within 24 hours following dispatch of the initial version.
17. FAIR COLLECTION NOTICE
17.1 The Company may process all the details it obtains from the Client to enable the Company to do business with the Client and for the specific purpose of selling the Goods to the Client. The Company may also request further information from third parties with the Client’s consent (for example, credit reference agencies).
17.2 Any information gathered will only be used in the context of the business the Company conducts for the Client and for any other purpose required for the fair processing of the Client’s data. The Client may notify the Company to cease processing the data if it is unhappy with the way the Company uses the Client’s data. Or wishes the Company to cease using any data which the Client has voluntarily given to the Company.
17.3 The Company may disclose the Client’s personal data if or as may be required by law, including but without limitation, to prevent a crime, discharge a statutory duty or as a required by a court order in the context of legal proceedings or to any third parties who process personal data on the Company’s behalf, such as computer maintenance companies and any group company within the Company’s organization.
18. PHILIPPINE LAW
This Contract shall be construed and operated in accordance with the laws of Republic of the Philippines and all proceedings in connection herewith shall be brought in the appropriate courts of the Philippines.