Terms and Conditions for doing business with Head to Heels Safety Supplies (H2HSS)

1. Acceptance:

All sales are subject to and expressly conditioned upon the Terms and Conditions (T&C) outlined below. Our company Head to Heels Safety Supplies is referred as H2HSS in this T&C statement. By ordering/buying products from us, you consent to our T&C. The T&C set forth here will govern all business transactions made by customers with H2HSS. Any additional or inconsistent T&C set forth in any acknowledgement; purchase order (PO) or acceptance terms requested from and or provided by customers are expressly rejected. No variation of these T&C will be binding upon H2HSS unless agreed in writing and signed by an officer or other authorized representative of H2HSS.

The term customer refers to Institutions and individuals transacting business with H2HSS. The individual customer may represent themselves or an institution. Institution purchasers include but not limited to any business enterprises like, hospitals, research laboratories, educational institutions, governmental agencies, animal care hospitals, janitorial service providers/suppliers, restaurants etc.

2. Specifications:

Product specifications are subject to change without prior notice.

3. Delivery:

Delivery of all orders will be FCA (INCOTERMS 2010) and title of all Products shall transfer to Customer upon H2HSS delivery of such Products to the carrier. Shipping and handling fees, special packaging materials (e.g., blue ice, dry ice etc.), carrier surcharges (including fuel surcharges) and hazardous material fees imposed by government regulation will be added separately to the invoice. Some products may be subject to special shipping and handling fees.

4. Damaged Shipments:

Please inspect your H2HSS shipment upon receipt. If any external damage is noticed, accept the shipment only after the driver has noted the damage on both his and your copies of the delivery receipt and you have requested an inspection by the carrier. Keep all containers and packing material for inspection. If, upon opening a shipment, you find a shortage or damage, you must request inspection by the carrier within 24 hours of delivery or you will relinquish your right to make a claim. H2HSS reserves the right to repair a damaged product, where applicable, before replacement or credit is determined.

5. Payment Terms:

Individual invoices, net fifteen (15) days from date of invoice; summary invoices, if any, will be due as agreed. Payments are to be made in freely available United States dollars, including applicable taxes, and other charges such as government imposed surcharges which H2HSS may be required to pay or collect with respect to the sale or transportation of the Products, or the provision of Services. Payment is considered late when it is received by the H2HSS after the due date, which may result in additional service charges as described further in this section. Any payments received no later than 2.00 PM Eastern Standard Time (EST) at H2HSS will be credited to Customer’s account as of the date received, while payments received after 2.00 PM EST will be credited to Customer’s account the following business day. Delinquent accounts will be subject to a service charge on past due amounts of one and one-half percent (1.5%) per month (or, if less, the maximum amount permitted by law). H2HSS recommends payments should be made by ACH method to ensure timely receipt at our end. Payment by credit card may only be used as a prepayment method when placing orders or for past due collections.
Customer will provide H2HSS, concurrent with each payment, with remittance information in sufficient detail (to the invoice level or line level as the case may be) to allow H2HSS to properly apply payments or credit memos to outstanding receivable(s) on H2HSS accounts receivable sub-ledger for Customer. Customer shall also include its account number with any remittance. Failure to supply H2HSS with such remittance detail will result in additional processing delays and may affect the credit status of pending or future Customer purchase orders. When Customer wishes to apply one or more credit memos towards a payment amount owed to H2HSS, Customer agrees to provide H2HSS, on a timely basis, the specific credit memo number(s) and amount(s) to be applied, in addition to the remittance information requirements above. If Customer does not provide such information on a timely basis, H2HSS shall apply any such credit memos to outstanding receivables, beginning with the most-aged receivables first. H2HSS reserves the right to furnish payment history data and related information to third party companies for fraud protection and credit risk reduction.
Customer agrees to complete, sign and submit a standard H2HSS credit application to H2HSS Account Department. Upon request customer will provide or make available to H2HSS, its latest audited financial statements (or unaudited financial statements, if audits are not performed). H2HSS agrees to keep such information confidential and to use it exclusively to evaluate and apply a credit score or rating to Customer for extension of credit purposes or pending transactions. Furthermore, Customer agrees to inform H2HSS of any material adverse change in its business that would reasonably be expected (by an independent 3rd party) to negatively impact its outstanding or future payment obligations and the terms or conditions contained herein. A change shall include, but not be limited to, any change in Customer’s credit rating as determined by any single major rating agency, including Standard & Poor’s, Moody’s, Fitch or Dominion Bond Rating Service.

6. Sales Tax:

Customer is responsible for all applicable taxes. Local, State or Federal (sales) taxes where applicable will be added to the invoice price. If you are exempt from sales tax, please be sure to provide the proper documentation at the time of ordering.

7. Product Return Policy:

A. All returns must be authorized by H2HSS. Merchandise may be returned within 7 (seven) days of purchase. In order to insure proper credit returned items must include Return Authorization Number (RAN). You can obtain RAN by emailing customer service at cservice@headtoheels.net
NOTE: All returns are subject to a minimum25% restocking charge and any cancellations may be subject to a cancellation fee. For returns not due to H2HSS error, customer is responsible for all transportation fees related to the returned product.
B. Products not authorized for return include:
a) Products not in completely resalable condition due to customer’s action. It includes products with damaged, missing or defaced labeling or packaging.
b) Chemicals, reagents, diagnostics, sterile or any controlled products (unless products do not meet specification)
c) Products which are not inventoried by H2HSS and are not returnable to the manufacturer
d) Products purchased on a Special Order Basis
e) Products not purchased from H2HSS
f) Products with an expired shelf life or an expiration date too short for resale
g) Discontinued products

8. Product and Service Warranties and Limitation of Liability

A. H2HSS warrants to the original Customer only that:
All Products, branded and private label, will meet the manufacturer’s specifications for a term equal to the warranty period stated in the Product manufacturer’s literature or thirty (30) days, whichever is longer.
H2HSS makes no claims or warranties concerning sustainable/green products. Any claims concerning sustainable/green products, including but not limited to, any of the following: green, recycled, recyclable, reusable, refillable, renewable, biodegradable, degradable, photodegradable, compostable, carbon footprint, renewable sources, source reduced, ozone safe, ozone friendly, environmentally friendly, no CFC.s, CRC-Free, are the sole claims of the manufacturer and not those of H2HSS.
B. H2HSS hereby disclaims all other warranties or guarantees with respect to the subject matter of this agreement, whether statutory, written, oral, express or implied including without limitation, any warranty of merchantability, suitability of fitness for a particular purpose.
C. The liability of H2HSS under this limited warranty does not extend to any Products which are abused, altered or misused by the Customer or any other persons or entities or which become defective or non-conforming through the actions or inaction of the Customer or any other persons or entities. A defective or non-conforming Product is defined only as a Product which is outside of the manufacturer’s defined Product specifications, and shall not include Products that fail to meet any fitness of use by Customer or any unique Customer operating conditions or applications.
D. If any Product or Service warranted hereunder proves defective or non-conforming, H2HSS sole liability and Customer’s sole remedy hereunder shall be for H2HSS, to repair or, at H2HSS option, (i) replace (or re-perform the Service), at no cost to Customer, any such defective or non-conforming Product with a non-defective or conforming Product (as applicable) or (ii) credit Customer’s account for all amounts paid with respect to the defective or non-conforming Product or Service upon H2HSS receipt of the defective or non-conforming Product. In the event of replacement, the replacement Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
E. If a Product should require service, contact the H2HSS service department cservice@headtoheels.net. If product return is necessary, a return authorization number (RAN) will be assigned and the Product shipped, transportation charges prepaid to the indicated return center. The shipping charges will be paid by H2HSS if the product is returned due to the fault of H2HSS(including its subcontractors and agents). Customer will pay shipping charges and 25% restocking feefor the products that are returned at customer’s discretion. The 25% restocking fee will be calculated based on the original undiscounted product price.Original shipping charges are nonrefundable. To insure prompt handling, the return authorization number should be placed on the outside of the package and a detailed explanation of the defect enclosed with the Product.
F. In no event shall H2HSS have any obligation or liability for any exemplary, punitive, incidental, indirect, special or consequential damages, or loss of profits, use or goodwill, whether based on contract, tort (including negligence), strict liability or any other theory or form of action, even if such party has been advised of the possibility thereof. The total liability of H2HSS (including its subcontractors and agents), if any for damages relating to any products sold under this agreement shall be limited to the price paid for such product(s) and the total liability of H2HSS (including its subcontractors and agents), if any for damages relating to any services provided under this agreement shall be limited to fees paid for the service giving rise to such claim.

9. Export Controls:

Products purchased or received under this Agreement are subject to export control laws, restrictions, regulations and orders of the United States. Customer agrees to comply with all applicable export laws, restrictions and regulations of the United States or foreign agencies or authorities, and shall not export, or transfer for the purpose of re-export, any Product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such United States or foreign law or regulation. Customer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by law from purchasing the Products or services hereunder. Customer shall be responsible to obtain any license to export, re-export or import as may be required.

10. Proprietary Information

Each party (a “Recipient”) shall maintain in confidence, not disclose to any third party, and not use, except for the specific purpose of performing under this Agreement, all proprietary information furnished to it by the other party (a “Discloser”) or any Discloser Affiliate in connection with this Agreement, or derived from the Discloser or any Discloser Affiliate in performance of this Agreement, and shall return to the Discloser or a Discloser Affiliate, upon request, all copies (then in Recipient’s possession) of documents and other tangible media furnished by or derived from Discloser or such Discloser Affiliate, respectively, in connection with the performance of this Agreement. The Recipient shall inform its employees, agents, and representatives of these obligations and shall require them to assume equivalent obligations.

11. Miscellaneous

a. Termination – This Agreement may be terminated by either party for convenience at any time upon reasonable written notice delivered to the other party. In the event of any termination or expiration of this Agreement, Customer shall be billed immediately for Products shipped through the effective date of such termination or expiration and all custom Products purchased for Customer in H2HSS’s inventories at such date, and Customer shall pay the invoiced amount immediately upon receipt of such invoice.
b. Force Majeure – In the event either party is prevented in whole or in material part from performing its obligations under this Agreement solely as a result of force majeure, upon the prompt giving of notice to the other party detailing such force majeure event and its anticipated duration, the obligations of the party so prevented shall be excused during such period of delay, and such party shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as possible.
c. Merger, Modification, Waiver – No amendment, modification or waiver of these terms shall be binding on either party unless reduced to writing and signed by an authorized officer of the party to be bound, and in the case of a waiver, shall be effective only in the specific instance and for the specific purpose for which given, and shall not be construed as a waiver of any subsequent breach. The failure of either party to enforce at any time or for any period of time any of the provisions of this Agreement shall not be construed as a waiver of such provisions or of the right of such party thereafter to enforce each and every such provision. No course of dealing, usage of trade or course of performance shall supplement, explain or amend any term, condition or instruction of this Agreement or any shipment of Products hereunder.
d. Applicable Law – This Agreement is made pursuant to, and shall be construed and enforced exclusively in accordance with, the internal laws of the Miami-Dade County, State of Florida (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law.
e. Authority to enter into agreement – Each party represents and warrants that it is authorized to enter into this Agreement and that in so doing it is not in violation of the terms or conditions of any contract or other agreement to which it may be a party.
f. Assignment – This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and designees; provided, however, neither party shall have the right to transfer, assign or delegate its rights or obligations under this Agreement or any portion thereof without the prior written consent of the other party (except that either party may assign this Agreement to a parent, subsidiary or successor corporation without such consent).
g. Nature of Relationship – Neither party, its employees or permitted subcontractors or agents shall, under any circumstances, be considered to be an agent, partner, joint venture or representative of the other party.

Modification of Terms

H2HSSreserves the right to modify these Terms and Conditions which becomes effective immediately. You are encouraged to keep abreast with the changed T&C. Your continued access to use our website shall be deemed your acceptance of existing T&C.