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Vendor Terms & Conditions

1. BASIC AGREEMENT – Client and Vendor agree that Vendor can sell to Client product from time to time ordered on or consistent with Client's "Purchase Order," or otherwise, which every ORDER (AND ANY and every one alternative purchase BY Client FROM VENDOR) that's PLACED OR PURCHASE created SHALL BE SUBJECT TO AND ruled BY THESE TERMS AND CONDITIONS OF PURCHASE ("AGREEMENT").

2. CONFLICTING TERMS – The terms of Client's commercial instrument represent a proposal to get. Any conduct by Vendor that acknowledges the existence of a contract bearing on the topic matter hereof shall represent acceptance by Vendor of any commercial instrument and every one of its terms and conditions and, thereby, the terms and conditions of this Agreement.

3. CANCELLATION – Client reserves the proper to cancel or suspend all or, from time to time, any undelivered or unexecuted portion of a procurement Order (a) for cause if vendor fails to form any delivery or to perform any work as scheduled or if vendor breaches any of the terms of this Agreement or the acquisition Order or (b) while not cause upon written confirmation thence to vendor. Client's entire liability and vendor's exclusive remedy for any amendment and/or cancellation or suspension of all or any a part of a procurement Order shall be restricted to Client being beholden to reimburse Vendor for Vendor's expenses incurred before notice of cancellation and ensuing directly or indirectly from any such cancellation or suspension created while not cause; provided, however, that such quantity shall in no event exceed the applicable proportionately portion of the acquisition Order worth.

4. PACKAGING AND LABELING – All vendor should be repacked and known, while not further charge to Client, within the manner such by Client and shipped within the manner and by the route and carrier selected by Client. If Client doesn't specify the style within which the vendor should be repacked and known, the vendor shall package the vendor therefore on avoid any harm in transit and establish the vendor by displaying Client's name and get Order range on every unit or package shipped. If Client doesn't specify the style of cargo, route, or carrier, the vendor can ship the vendor at the bottom doable transportation rates and assure timely delivery. All dated vendor should have a remaining period of a minimum of six months from the date of delivery.

5. DELIVERY – the duty of marketer to satisfy the delivery dates, specifications, and quantities set forth herein is of the essence of Client's commercial document. Deliveries area unit to be created each in quantities and currently so and destinations fixed in this and, if not therefore fixed, in such quantities and at such times and destinations as area unit fixed consistent to Client's written instruction. the chance of loss, damage, or delay in transit shall be borne by marketer till actual receipt of the product by the vendor in conformity with the terms of this Agreement and Client's commercial instrument.

6. act of God – within the event of the existence, happening, or continuance of any contingency preventing or considerably interrupting or curtailing the business of vendor, like fireplace, accident, war (whether international or civil and while not respect to whether or not a proper declaration therefrom has been created and whether or not or not touching the country of vendee or Vendor), restraint by any government, order, directive, law or regulation of any federal, state, or native agency, strike, site down, lockout, combination of workman, shortage of labor, fuel, power or raw materials, embargo, restriction of transportation facilities, act of God, involuntary shutdown of Client's production facilities, or any other similar or dissimilar cause beyond the reasonable control of Client, Client shall not be under any obligation during the period of such prevention, interruption, or curtailment to accept delivery of or pay for any product ordered.

7. PRICES – Client's Purchase Order must not be filled at a price higher than shown on the Purchase Order without prior approval. Vendor warrants that the prices for the product sold to Client under any Purchase Order are not less favorable than those currently extended to any other customer of Vendor for the same or like product in equal or fewer quantities. In the event Vendor reduces its price for such product during the term of this Purchase Order, marketer agrees to scale back the costs hereof correspondingly.

8. INVOICES – Invoices should be rendered directly upon the cargo of product. Invoices are paid from the date of invoice date, net 30. All invoices should show Client's commercial instrument range and route. Separate invoices should be tendered for every separate commercial instrument and for every separate cargo underneath each commercial instrument. Receipted specific or freight bills should be tendered to support such charges once shown on associate degree invoice.

9. review AND TESTING – Acceptance of product and/or services by Client are subject to review and testing by Client once physical receipt, installation, or assembly of the product. Payment for product delivered here in after shall not represent acceptance thence. Within the event Client receives product whose defects or nonconformities aren't apparent on affordable examination, Client reserves the proper to want the replacement of such product at no price to Client upon detection of such defects or nonconformities.

10. WARRANTIES – whether or not Vendor is the Vendor provided by it, Vendor warrants that each one product provided by it (a) shall be of fine quality and attainment and free from all defects, latent or patent, in design, materials and attainment, (b) shall change to any or all specifications, drawings, samples, and alternative descriptions well-appointed, specified, or adopted by client, (c) shall be marketable and appropriate, sufficient, and appropriate their supposed and explicit purpose, and (d) shall be freed from all liens and encumbrances and any claim of title of any third party. None of the remedies out there to the client for the breach of any of the preceding warranties could also be restricted except to the extent and within the manner given by the client in a very separate understanding specifically designating such limitation and signed by a certified representative of the client.

11. REMEDIES - every of the rights and remedies reserved by the client shall be additive and extra to the other or any remedies provided at law, in equity or otherwise. All product (a) not absolutely up to plain, (b) not in compliance with the specifications hereof, (c) shipped contrary to directions or in more than the quantities herein provided, (d) substituted for vendor herein represented, (e) not shipped in containers orthodox to Client's specifications (or, within the absence of such specifications, in recognized normal containers orthodox to carrier's specifications), (f) allegedly violating any statute, ordinance, or body order, rule, or regulation, (g) not packaged , bagged, labeled, invoiced, or sealed in compliance with any federal, state, or native law, rule, or regulation, or (h) allegedly infringing any patent, trademark, or copyright, could also be rejected by client and came to vendor at Vendor's expense and risk or control at Vendor's expense and risk.

12. Property - vendor warrants that the good well-appointed underneath this Agreement and also the sale and normal use therefrom won't infringe any patent, trademark, copyright, or alternative rights, whether or not within the U.S. or elsewhere, or represent a misappropriation of trade secrets or breach of confidential relationship with relation to product lined by this Agreement.

13. INDEMNIFICATION relating to DEFECTS - vendor shall defend and indemnify client against all damages, liability, claims, losses, and expenses arising out of or leading to any way from any defect in the product covered by this Agreement or any commercial instrument of Client or from any act or omission of Vendor, its agents, employees, or subcontractors, whether based upon claims of negligence, breach of warranty, or strict liability in tort or otherwise. vendor shall maintain such public liability insurance, including products liability, completed operations, contractors liability, and protective liability, automobile liability insurance (including non-owned automobile liability), worker's compensation insurance, and employer's insurance as can adequately defend client against such injury, liabilities, claims, losses, and expenses (including cheap attorneys' fees). Vendor agrees to submit certificates of insurance evidencing its amount of money once and as requested by the client.

14. PROVISION OF SERVICES – If vendor furnishes or agrees to furnish services of any of its staff or agents in reference to the installation of kit or the other matter underneath this Agreement or to perform work on Client's premises, vendor agrees that such worker or agent of vendor in activity such services isn't and shall not be deemed to be the agent or worker of client. vendor shall indemnify, hold harmless, and defend client from any and everyone liabilities and expenses (including cheap attorneys' fees) arising out of claims for injuries, as well as death, and additionally from and against any and everyone liabilities and expenses (including cheap attorneys' fees) arising out of losses or damages to property caused by or ensuing from the performance of the work lined here with. Vendor shall maintain, at its expense, complete worker's compensation, employer's liability, and public insurance against injuries to persons, as well as death, and loss or damages to property.

15. health care EXCLUSION – vendor warrants that neither it nor any of its personnel (including staff and contractors) square measure presently excluded from collaborating in health care, Medicaid or alternative Federal health care programs. Vendor agrees to apprize client promptly, and in no event quite 5 days once receiving notice that it or any of its staff or contractors has been or could also be excluded from collaborating in such health care programs. In the event that Vendor is so excluded, this Agreement shall terminate upon the effective date of such exclusion, notwithstanding any other provision of this Agreement. In the event that any of Vendor's employees or contractors is so excluded, Vendor agrees to remove such person from performing services under this Agreement (including any administrative or other services provided pursuant to this Agreement) and to inform Client of the steps it has taken to do so. If client determines in its cheap discretion that any such exclusion impairs Vendor's ability to render services consistent with the present Agreement, or impairs Client's ability to bill for services that it provides, then it's going to in real time terminate this Agreement.

16. CONFIDENTIALITY – vendor shall not, while not 1st getting Client's written consent, publicize the actual fact that vendor has well-appointed or has narrowed to furnish client with the things lined herewith nor, except as is important for performance of this Agreement, nor shall vendor disclose any of the small print connected with this Agreement to 3rd parties.

17. NOTICES – All written notices, requests, demands, consents, certificates, or alternative communications needed or permissible to incline hereafter shall be sufficiently given once mail-clad by (a) certified mail, come back receipt requested, postage postpaid, (b) business long delivery messenger, fees postpaid, or (c) facsimile transmission and confirmed by technique (a) or (b) on top of, addressed to purchaser or seller, because the case is also, at their several most up-to-date addresses on file with the opposite party hereto. Either party could, by like notice at any time and from time to time, designate a special address to that notices shall be sent.

18. ASSIGNMENT AND structure – This Agreement, might not be allotted or transferred by a trafficker and no invoices is also rendered by persons aside from trafficker, while not the previous written consent of the client. All claims for monies due or to become as a result of trafficker from client shall be subject to deduction by the client for any structure or counterclaim arising out of this Agreement or any Purchase Orders of the client with the trafficker.

19. WAIVER – No relinquishing shall be understood by client's failure to put in force performance of any of the terms or conditions herein or to exercise any right or privilege granted to Buyer herewith. No categorical relinquishing by the client shall be construed as waiving any breach hereafter or the performance of any of the terms or conditions hereof not per the categorical relinquishing, so just for the time and to the extent expressed in this. One or additional waivers of any covenant, terms, or condition hereof shall not be construed as a relinquishing of a consequent breach of an equivalent covenant, term, or condition.

20. SEVERABILITY – If any covenant, term, or condition hereof or the appliance therefrom to any circumstance or person shall, to any extent, control invalid or unenforceable by any court of competent jurisdiction, the remaining valid and enforceable covenants, terms and conditions hereof and therefore the application of such invalid or unenforceable covenant, term, or condition to circumstances or persons aside from those on that it's controls invalid or unenforceable shall not be affected thereby and every remaining valid and enforceable covenant, term, and condition shall be valid and enforceable to the fullest extent permissible by law.

21. business REGULATION – vendor agrees to follow promptly and totally with each federal, state, and native law, rule, or regulation that directly or indirectly regulates or affects the vendor or services drawn up by this Agreement as well as, while not limitation, those relating directly or indirectly to the containers, packages, labels, handling, shipping, storing, performance, labor, insurance, licenses, permits, fees, and documents, if any, pertinent to that, and to indemnify and hold harmless customer from and against liability, loss, and expense (including cheap attorneys' fees) ensuing from Vendor's failure to try and do thus.

22. merchandise AND SERVICES – The terms and conditions contained herein shall be applicable to sales of product solely, to mixed sales of product and services (regardless of that issue predominates), and to sales of services solely and, altogether such events, the term "product" as used herein shall be construed as together with all services rendered here beneath, unless and solely to the extent that the context clearly needs otherwise.

23. GOVERNING LAW – This agreement shall be ruled and construed in keeping with the interior laws of the State while not relevancy conflict of laws principles.

24. NONDISCRIMINATION- additionally to the other demand of law, vendor shall not discriminate against any worker or human for employment due to race, color, national origin, age, sex, or handicap in their performance of this Agreement, including, however not restricted to, the following: employment upgrading, demotion, or transfer; achievement or achievement advertising; shutdown or termination; rates of pay or different sorts of compensation; and choice for coaching, as well as apprenticeships. Notices shall be denoting in conspicuous places accessible for workers and candidates for employment setting forth the provisions of this nondiscrimination clause.