FOCUS Laboratories, Inc. (“FOCUS”) TERMS OF SALE POLICY
These terms (these “Terms of Sale”) shall govern the sale of product(s) between FOCUS Laboratories, Inc. (“FOCUS”) and the party ordering the product(s) (“Buyer” or “you”) on the FOCUS website (https://focuslaboratories.myshopify.com) or any other ecommerce platform on which FOCUS sells product(s) (collectively, the “Sites”) subject only to the additional terms and conditions of sale that may be imposed by a selling intermediary. By placing an order for product(s) sold by FOCUS through the Sites, you are offering to purchase such product(s) on and subject to these Terms of Sale.
All orders are subject to availability and confirmation of the order price. All prices advertised are subject to change. Delivery times may vary according to availability and are subject to postal delays or force majeure for which FOCUS will not be responsible.
In order to contract with FOCUS, you must be over 18 years of age and possess a valid credit or debit card issued by a bank acceptable to FOCUS. By purchasing product(s) through the Sites, you certify that you are an appropriate target audience for the Sites and product(s), and if applicable to the product(s) being purchased, you are a licensed health care professional. FOCUS retains the right to refuse any request made by you. If your order is accepted, FOCUS will inform you by email. When placing an order, you undertake that all details you provide are true and accurate, that you are an authorized user of the credit or debit card used to place your order and that there are sufficient funds to cover the cost of the product(s) ordered. The use and protection of your personal and financial information by FOCUS is governed by the Privacy Policy.
Contract
When you place an order, you may receive an acknowledgement email confirming receipt of your order. Such email will only be an acknowledgement and will not constitute acceptance of your order. A contract between FOCUS and you will not be formed until FOCUS sends you confirmation by email that the product(s) you ordered have been dispatched to you. Only product(s) listed in the confirmation email sent at the time of dispatch will be included in the contract formed.
Pricing and Availability
While FOCUS tries to ensure that all details, descriptions and prices that appear on the Sites are accurate, errors may occur. If FOCUS discovers an error in the price of any product(s) you have ordered, FOCUS will inform you of this as soon as possible and give you the option of reconfirming your order at the correct price or cancelling it. If FOCUS is unable to contact you, the order will be treated as cancelled. If you cancel and you have already paid for the product(s), you will receive a full refund.
Delivery costs may be charged to you; such additional charges are clearly displayed, where applicable, and included in the total cost. Prices do not include sales, excise, use or other taxes now in effect or hereafter levied by reason of the sale. You will pay and indemnify and hold FOCUS harmless from all such taxes.
Title, Risk of Loss, Insurance
Title to each shipment of the product(s) sold hereunder and risk of loss thereon shall pass to you when FOCUS or its agent tenders such shipment to the carrier, but such shipment shall remain subject to FOCUS’s rights of stoppage in transit and of reclamation.
Return of Products to FOCUS.
All product(s) must be returned in accordance with the FOCUS Returned Goods Policy.
Limitation of Liability
FOCUS MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCT(S), INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
IN NO EVENT SHALL FOCUS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL FOCUS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF SALE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO FOCUS FOR THE PRODUCT(S) SOLD HEREUNDER.
Compliance with Law
You agree to comply with all applicable laws, regulations and ordinances. By purchasing any product(s) on the Sites, you certify that any product(s) purchased will only be used for lawful purposes and acknowledge and agree that use of any product(s) purchased on the Sites is entirely at the risk and discretion of the user and FOCUS shall not be responsible for any use or misuse of the product(s) sold herein.
Governing Law and Jurisdiction
These Terms of Sale shall be governed and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Any legal suit, action or proceeding arising out of, or related to, these Terms of Sale shall be instituted exclusively in the courts located in the City of Portland, State of Oregon. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Waiver and Severability
No waiver by FOCUS of any term or condition set forth in these Terms of Sale shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by FOCUS to assert a right or provision under these Terms of Sale shall not constitute a waiver of such right or provision.
If any provision of these Terms of Sale is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Sale will continue in full force and effect.
Entire Agreement
These Terms of Sale constitute the sole and entire agreement between you and FOCUS with respect to the purchase of product(s) through the Sites.
FOCUS reserves the right to amend or alter its Terms of Sale at any time.
