The following Standard Conditions of Sale shall govern all transactions except as otherwise specifically agreed in writing between the person, firm, company or other organization to whom the goods are sold ("the Buyer") and Vitality Tech Inc. its successors and assignees ("the Seller").

Definitions:  In these conditions:

• "Seller" means Vitality Tech Inc.;
• "Buyer" means the person, business, company, etc. to whom the order is addressed;
• "Goods" means the products or services related to this order;
• "Order" means the offer to purchase Goods from the Seller made by the Buyer upon the conditions provided, and shall be deemed to be made upon Buyer's sending of this purchase order by mail, email, facsimile or otherwise.

Complete Agreement.  This Agreement constitutes the entire agreement between Client and Consultant with respect to the subject matter of this Agreement and supersedes any and all prior and contemporaneous oral or written understandings. This Agreement may not be altered, amended or modified except by a written document executed by both Client and Consultant.

Quantity & Quality:  Buyer has the right to exchange Goods, in full or in part, if any of the following conditions are not met:

• Goods comply with the stated description, specifications, and quantity expressly contained in the Order and any related correspondence from the Seller;
• Goods are free from defect and in working condition;
• Goods are safe for the intended use and purpose.

Invoicing: Payments will be made on the same day of the order. 

Governing Law: This Agreement shall be construed under the laws of the State of California, United States of America and / or Toronto, Canada

Arbitration:  Should any dispute arise between the Seller and Buyer regarding fees or otherwise, such disputes shall be resolved through the less formal and expeditious process of binding arbitration.  The Seller and Buyer herein agree to waive the right to a jury trial and will resolve any disputes by a single arbitrator under the Rules of the American Arbitration Association ("A.A.A.") and / or Toronto, Canada not withstanding that the amounts of the claims exceed the thresholds normally provided in the A.A.A. and / or Toronto, Canada rules for single arbitrators and expedited proceedings.

Cost Variation.  Seller acknowledges that Buyer is not the manufacturer, and therefore prices are subject to change according to the prices set and determined by the manufacturer of the equipment and accessories.  Unless a price is expressly identified as fixed at the time of sale, the actual price paid at the date of delivery from the manufacturer may change.

Payment and Delivery Terms:  The following forms of payment are accepted by Seller – credit cards, certified bank checks, money order, wire transfer, and international postal money order.  All sales are to be made in US Dollars.  Since Seller is not the manufacturer, exchange rates may not be a daily rate.  Unless Buyer is utilizing Seller’s financing services, payments are due in full at the time of the purchase order.  Seller reserves the right to reclaim NSF and other non-collectible funds electronically from Buyers account in the event of default.  Any excise taxes imposed by a country or territory are not covered by Seller.  Non-continental USA or Canadian customers are responsible for any duties, taxes, and related fees.  Seller acknowledges that VAT is not included in any quoted or contract price.

Delivery:  The following conditions apply:

1. If a specific delivery date is not provided at the time of the contract and/or purchase order, Buyer is to accept goods when they are available by Seller.
2. Once the Goods have left Seller’s or the manufacturer’s premises, the risk shall pass to the Buyer or its assignee (in the case of distributor or sales agent purchases on behalf of their clients).  Buyer shall, at its sole election and expense, purchase insurance to cover any lost, damaged, or stolen goods.  Any damages incurred during transit should be reported immediately to Seller and he shipping company, and verified by signature from the carrier/shipping driver; such claims must be reported within 24 hours from the date of receipt.  Failure to deliver must be reported within seven days of transit dispatch.
3. Buyer acknowledges that any time/date of delivery is only an estimate and dependent upon product availability and third party delivery carriers.  Seller does not accept any liability in whole or in part for any consequential loss in business or profit as a result (directly or indirectly) from delay or non-delivery.

Warranties & Claims:  The following conditions apply: 

1. Seller makes no representation or warranty regarding the design, workmanship, performance, use, compatibility, or use of the products, and any statement expressly stated or implied is hereby excluded. 
2. Any claims regarding alleged defects of the Goods upon reasonable inspection, must be made within 24 hours of the date of receipt.  Transit related claims must also comply with this time frame and any requirements from the designated carrier’s policy.
3. Goods shall not be returned without prior notification to and written consent from the Seller. 

Statutory Requirements & Intellectual Property:  The following conditions apply:

1. Seller has taken reasonable measures to ensure the Goods are not in violation of any current or pending Patents, Trademarks, or any other intellectual property rights.  Seller has made its best efforts, yet does not make any representation or warranty regarding any infringement of intellectual property rights.
2. Buyer shall indemnify and hold Seller harmless against any and all damages, penalties, or expenses that result from any liabilities from intellectual property rights.  Buyer acknowledges that Seller is not the manufacturer and therefore does not assume any liability.  

Limitation on Seller’s Liability:  The following conditions apply:

1. Buyer expressly agrees to Seller’s exclusions from and limitations of liability in this Agreement, and that they are reasonable. 
2. Seller is not in any way liable for any indirect, direct, or consequential loss of any kind, including real or perceived loss of business profit or revenue.
3. No accommodation, tolerance, or indulgence made by Seller to Buyer shall in any way affect the Agreement, nor be considered a waiver of any conditions within the Agreement.

Force Majeure:  Any act of God, war, governmental regulation/order, national emergency, fire, drought, flood, strike, or any other natural or otherwise extraordinary event may modify or render this Agreement cancelled.  Any such act beyond Seller’s control attributing to an inability to procure and/or deliver any items required under this Agreement will not be Seller’s responsibility based on this contingency. 

Please refer to the General Conditions on our website and to the Sales General Conditions on the home page for further detail and information for the sale and distribution of products.

Application of these Conditions:  Buyer accepts these conditions from the Seller and acknowledges that they will prevail over any other conditions/terms unless previously agreed upon in writing by the Seller. This Agreement supersedes all representations, warranties, agreements, etc. made by Seller given that is will not exclude Seller’s liability for any statements later found to be inaccurate.

WEBSITE TERMS & CONDITIONS OF USE

Disclaimer.  This website has been created to make general information available about Seller and its products and services.  The information contained herein is not considered technical advice or an instruction on how to operate the equipment.  Material contained/referenced within this website is informational only.  For accurate technical information regarding the operation or servicing of the equipment, please contact Seller directly.  Seller makes every reasonable effort to ensure the accuracy of the information on the website, yet makes no representation or warranty (express or implied) that it is deemed accurate or complete.

Seller is not liable, under any circumstances, for any direct, indirect, incidental, punitive, or other damages resulting from this information.   Seller is not liable for any errors or omissions in the content regarding products or services, nor any third-party information or content on their linked websites.  Buyer acknowledges that Seller has no knowledge of the completeness or integrity of the information for such information. 

Any images and content in this website is proprietary and copyrighted, and no use of these images or content is allowed without Seller's prior written consent.  Seller reserves the right to modify website content at its sole and absolute discretion at any manner, at any time, and for any reason.  Prior notice is not a prerequisite, and Seller is not liable for any potential issues or damages that may arise from such changes.  Price and availability of items are subject to change without prior notice.  Neither Seller, nor its affiliates, directors, consultants, employees or representatives will be liable for any damages, direct or indirect, that may arise out of/in connection with images or content within this website.  

Copyright.  All rights reserved.  All website design, text, graphics, software, source code, software (incl. applets), and all other information on this website are the copyright of Seller, its affiliates, content and technology providers.  Permission is hereby granted for the sole purpose of utilizing information for the purpose of placing an order with Seller.  Any other uses (reproduction, distribution, and republication) are not permitted without prior written consent from Seller.  Products or company names in this website may be third-party trademarks or registered trademarks.