Terms and Conditions of Sale to Retailers
Download a copy of our Terms & Conditions Here
These Terms and Conditions (“Terms”) apply to all sales of products (the “Products”) by Adaptogens PBC d/b/a Rasa to the entity defined the “Retailer” on the Retailer Credit Request Form to which these Terms are attached, or as otherwise identified as Customer/Buyer/Purchaser in any Purchase Order (“PO”) submitted to Rasa. These Terms apply to each PO that Retailer submits to Rasa for the purchase of Products. Any PO for Products accepted by Rasa and these Terms form the agreement between Rasa and Retailer (collectively, the “Agreement”), and all POs are subject to these Terms. If no objection is made to this Agreement immediately, this Agreement will be considered final and will signify Retailer’s unqualified acceptance. Any additional or differing terms or conditions, or revised pricing, on the face or reverse side of any PO, acknowledgement, confirmation or any other ordering document shall not become part of the Agreement and are hereby expressly rejected, absent Rasa’s express written agreement to such additional or differing terms in a separate writing. No course of prior dealings and no usage of trade will be relevant to determine the meaning of the Agreement.
1. Prices; Payment; Additional Security; Late Payment.
A. Retailer shall pay Rasa for all Products delivered in accordance with the PO and the Agreement. Rasa shall provide to Retailer a written invoice for all Products sold and delivered hereunder. Payments shall be due net 30 from the date of the invoice, in accordance with the Agreement. Rasa, at Retailer’s expense, will arrange for all shipping of Products. Shipping charges are listed as a separate line item or in a separate invoice.
B. To evaluate Retailer’s financial condition, from time to time, Retailer has provided to Rasa a completed credit application and/or other relevant bank and financial information. If Rasa determines that Retailer’s financial condition warrants different payment terms than provided in these Terms, Rasa shall so advise Retailer before it accepts any PO. At any time and in its sole discretion, Rasa may request additional financial information and/or security and/or to modify and adjust the manner and terms of payment to fairly address the current financial exposure to Rasa for pending POs. Whenever Rasa reasonably deems itself insecure, Rasa may cancel any outstanding POs or pending deliveries of Products, withhold or revoke any extension of credit, or reduce any unpaid debt by right of offset, if applicable.
C. If Rasa does not timely receive any payment, then Rasa will assess interest on all past due amounts at one and five tenths percent (1.5%), compounded monthly. In addition to any other rights Rasa may have under the Agreement, if invoices become five (5) or more days past due, while any such amounts remain outstanding, including interest, in its sole discretion, Rasa may: (i) suspend delivery of pending shipments; and/or (ii) suspend acceptance of new POs; and/or (iii) suspend credit terms and require payment in full prior to delivery; and/or (iv) exercise its rights pursuant to Section 7. Retailer acknowledges that its failure to make any payment when due constitutes a material breach of the Agreement.
2. Sales Limitations.
Retailer shall not:
A. Market, sell, ship, or invoice Products to customers outside of the USA or to anyone Retailer knows or has reason to know intends to ship the Products outside of the USA without the prior written consent of Rasa, which Rasa may grant or withhold in its sole discretion; or
B. Market or offer for sale the Products on or through any publicly accessible website, including, without limitation, any third-party marketplace website such as Amazon, eBay, or Walmart Marketplace, without the prior written consent of Rasa, which Rasa may grant or withhold in its sole discretion.
C. Rasa has a unilateral United States Minimum Advertised Price Policy (“MAP Policy”) that applies to all authorized retailers of the Products located in the United States. This is intended to inform Retailer of the MAP Policy, a copy of which can be found here. Nothing in these Terms shall be deemed consideration for this agreement between you and Rasa, nor will these Terms separately constitute an agreement between you and Rasa regarding the price you will charge your customers for the Products. Rasa does not seek, nor will it accept, from Retailer any assurance of compliance with the MAP Policy.
3. Title and Risk of Loss; Insurance in Transit.
All shipments are FOB (CO UCC) at Rasa’s facility or shipping point. Title and risk of loss shall pass to Retailer upon delivery to the carrier; Retailer assumes the risk of loss as soon as the Products are delivered to the carrier. The Products cannot be returned to Rasa once they are delivered to the carrier. Insurance for the Products during transit is the responsibility of Retailer. Since shipments are made at released value, Retailer is advised to carry its own insurance for Products in transit.
4. Quality; Inspection.
A. Unless otherwise expressly provided in these Terms, Rasa represents and warrants that all Products, at the time of delivery as set forth above: (i) conform in all respects to all applicable laws, rules and regulations (collectively, “Laws”) and (ii) are not articles that, under the Laws, cannot be introduced into interstate commerce. Subject to the preceding sentence, RASA MAKES NO OTHER REPRESENTATIONS OR WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED. RETAILER ASSUMES ALL RISK AND LIABILITY FOR ITS USE OR RESALE OF THE PRODUCTS AND ALL SUBSEQUENT USES AND RESALES OF THE PRODUCTS.
B. Within seven (7) business days of delivery, Retailer may report to Rasa non-conformities of the Products, where such non-conformities originated before such Products left the custody and control of Rasa (“Non-Conforming Products”). If Retailer discovers Non-Conforming Products, then within such seven (7) business day period, Retailer notify Rasa in writing, detailing the Product name, lot code, quantity and specific non-conformity. Retailer’s failure timely to deliver to Rasa such notice shall be conclusive evidence that the Retailer has accepted the Products and Rasa shall not be liable to Retailer for any damages incurred by Retailer if any Products are subsequently found to be Non-Conforming Products.
C. RETAILER’S EXCLUSIVE REMEDY WITH RESPECT TO (i) NON-CONFORMING PRODUCTS; (ii) PRODUCT LIABILITY (OF ANY NATURE); OR (iii) ANY OTHER CLAIM RELATING TO THE PRODUCTS OR AGAINST RASA; SHALL BE FOR DAMAGES, AND RASA’S TOTAL LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER (WHETHER SUCH CAUSE SHALL BE BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE) SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCTS IN RESPECT TO WHICH SUCH CAUSE ARISES OR, AT RASA’S OPTION, THE REPLACEMENT OF SUCH PRODUCTS. IN NO EVENT SHALL RASA BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM ANY SUCH CAUSE. Rasa shall not be liable for, and Retailer assumes liability for, all personal injury and property damage connected with the handling, use or resale of the Products.
Retailer shall indemnify, defend and hold Rasa harmless from any claims or damages (inclusive of Rasa’s reasonable attorneys’ fees) made against Rasa as a result of: (A) any negligence, misrepresentation, error or omission on the part of Retailer or its representatives; (B) any claims, warranties or representations made by Retailer or Retailer’s employees or agents which differ from those made by Rasa on its products, (C) any claim by a customer relating to the Products, (D) any claim by an employee of Retailer for any cause of action, or (E) any breach of these Terms by Retailer.
6. Governing Law; Venue.
The Agreement shall be governed by and construed in accordance with the laws of the state of Colorado without regard to the principles relating to conflicts of laws. The state and federal courts of the city and county of Boulder, Colorado will have exclusive jurisdiction over any matters that may arise involving or related to the Agreement.
7. Waiver of Breach.
The failure of Rasa to enforce any of the provisions of the Agreement, or to require at any time performance by Retailer of any of its provisions, shall in no way be construed to be a waiver of such provisions or to affect either the validity of the Agreement, any part hereof or the right of Rasa subsequently to enforce each and every provision of the Agreement.
8. No Partnership or Joint Venture.
The relationship between the parties is solely that of buyer and seller; each party is acting as an independent contractor for its own account and the Agreement does not establish a joint venture, agency, partnership or employer/employee relationship between the parties. Neither party shall have authority to act for or bind the other party in any manner whatsoever.
Retailer may not transfer, assign or otherwise convey any rights or delegate any duties or obligations under the Agreement without the prior written consent of Rasa. The rights and obligations under the Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.
Download a copy of our Terms & Conditions Here