Terms and Conditions

These Terms of Sale were last updated on: August 1st, 2022

 

THESE TERMS OF SALE (THE “TERMS OF SALE”) GOVERN YOUR PURCHASE OF EMPTY CAPSULES, VITAMINS, PROBIOTICS, ACCESSORIES, AND/OR OTHER PRODUCTS (COLLECTIVELY, “PRODUCTS”) THROUGH OUR WEBSITE, THE HOME PAGE OF WHICH IS LOCATED AT HTTPS://WWW.CAPSULINE.COM (THE “SITE”) OR THROUGH OUR SALES REPRESENTATIVES BY TELEPHONE OR EMAIL. PLEASE READ THESE TERMS OF SALE CAREFULLY, BECAUSE THEY DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES WITH RESPECT TO YOUR PURCHASE OF ANY PRODUCT. IF YOU DO NOT ACCEPT OUR TERMS OF SALE, DO NOT PURCHASE ANY PRODUCT.  BY SUBMITTING AN ORDER TO PURCHASE A PRODUCT, YOU SIGNIFY THAT YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, WILL ABIDE BY, AND AGREE TO BE BOUND BY THESE TERMS OF SALE, WHICH, TOGETHER WITH OUR TERMS OF USE,   AND ANY ADDITIONAL TERMS (EACH AS DEFINED IN OUR TERMS OF USE), ALL OF WHICH ARE INCORPORATED HEREIN BY THIS REFERENCE, FORM THE COMPLETE AGREEMENT BETWEEN YOU AND US GOVERNING YOUR USE OF AND PURCHASE OF PRODUCTS (COLLECTIVELY, THE “AGREEMENT”). AS USED IN THESE TERMS OF SALE, THE WORDS "YOU" AND "YOUR" REFER TO EACH PERSON (AND ANY COMPANY OR OTHER ENTITY SUCH PERSON MAY REPRESENT) THAT PURCHASES ONE OR MORE PRODUCTS THROUGH THE SITE OR VIA ONE OF OUR SALES REPRESENTATIVES, AND THE WORDS "WE", "US", "OUR" AND ANY OTHER VARIATION THEREOF REFER TO CAPSULINE II INC., A FLORIDA CORPORATION (“CAPSULINE”), WHO IS THE OWNER OF THE SITE. CAPITALIZED TERMS USED BUT NOT DEFINED IN THESE TERMS OF SALE HAVE THE MEANINGS ASCRIBED TO THEM IN THE TERMS OF USE OR ELSEWHERE IN THE AGREEMENT (AS APPLICABLE).

 

BY PURCHASING ONE OR MORE PRODUCTS, YOU REPRESENT AND WARRANT THAT (A) YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO AND ABIDE BY THESE TERMS OF SALE, (B) YOU ARE AT LEAST 18 YEARS OF AGE, (C) YOU ARE NOT LOCATED IN A COUNTRY THAT IS SUBJECT TO A U.S. GOVERNMENT EMBARGO, OR THAT HAS BEEN DESIGNATED BY THE U.S. GOVERNMENT AS A “TERRORIST SUPPORTING” COUNTRY, AND (D) YOU ARE NOT LISTED ON ANY U.S. GOVERNMENT LIST OF PROHIBITED OR RESTRICTED PARTIES. THE SITE IS INTENDED SOLELY FOR USERS WHO ARE 18 YEAR OF AGE OR OLDER. ANY REGISTRATION BY, USE OF OR ACCESS TO THE SITE BY ANYONE UNDER 18 IS UNAUTHORIZED AND CONSTITUTES A VIOLATION OF THE AGREEMENT.

 1. Purchase and Payment.
(a) By submitting any order for one or more Products either directly through the Site or via email or telephone with one of our sales representatives (each, an “Order”), you agree to purchase such Product(s) (each, a “Purchased Product”) and pay the listed or quoted price for such Purchased Product(s) (the “Product Price”), plus any shipping and/or other fees, taxes, and/or other charges that may be identified on the Site or in the quote (collectively, “Additional Charges”, and together with the Product Price, the “Purchase Price”).

(b) If you selected credit card as your payment method, or any other method by which we are to charge or debit an account or card, you authorize Capsuline to debit or charge such account or card the Purchase Price for each Purchased Product.

(c) If available and you selected as your payment method wire transfer, PayPal or any other method whereby you send us payment (as opposed to a method whereby you have authorized us to debit your card or account), you shall (i) pay the Purchase Price for each Purchased Product in United States dollars and in readily available funds to the account we specify on the Site or in the quote (as applicable) within three (3) Business Days (as defined below) from submission of the Order, (ii) pay all wire transfer, service, and/or other fees and charges assessed by your bank, credit union, PayPal or any other third party in connection with your payment of the Purchase Price and ensure that we receive the full amount of the Purchase Price for each Purchased Product, and (iii) send an email from the email address you provided when submitting your Order to your Capsuline sales representative or to support@capsuline.com after you have initiated payment, and include in the email your Order ID, the Purchased Product(s), and proof of payment so we may track your payment.

(d) YOU ACKNOWLEDGE AND AGREE THAT ONCE YOU HAVE SUBMITTED AN ORDER AND PAID THE PURCHASE PRICE, YOU MAY NOT CANCEL OR RESCIND YOUR PURCHASE OF THE PURCHASED PRODUCT OR REQUEST OR OBTAIN A REFUND OF ALL OR ANY PORTION OF THE PURCHASE PRICE FOR ANY REASON WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DUE TO ANY MISTAKE OR MISUNDERSTANDING ON YOUR PART WITH RESPECT TO PRICING OR OTHERWISE UNLESS (I) PRIOR TO SHIPMENT OF THE ORDER, YOU SUBMIT A REQUEST FOR CANCELLATION VIA EMAIL TO SUPPORT@CAPSULINE.COM AND WE HAVE VERIFIED AND CONFIRMED TO YOU VIA REPLY EMAIL THAT THE ORDER HAS NOT YET SHIPPED, IN WHICH CASE WE WILL CANCEL THE ORDER AND REFUND THE PURCHASE PRICE PAID, OR (II) YOU QUALIFY FOR A RETURN AND COMPLY WITH ALL APPLICABLE TERMS AND CONDITIONS PURSUANT TO OUR SHIPPING AND RETURN POLICY. You represent and warrant that prior to submitting your Order, and again prior to paying the Purchase Price, you carefully reviewed each Product covered by such Order and the Purchase Price for each such Product and confirmed that they match your understanding and intention, and that you will not seek a refund, credit, chargeback, wire or payment reversal, or otherwise dispute any payment you may make or we may charge in accordance with these Terms of Sale with your credit card company or other financial institution unless we fail to honor a material term of the Agreement, and such failure continues after thirty (30) days’ written notice to us expressly referencing the Purchased Product(s) at issue and your intention to initiate such action or otherwise formally dispute such payment or charge with your credit card company or other financial institution at the end of such period if the failure is not cured. Notwithstanding the foregoing, Capsuline reserves the right, in its sole, absolute, complete and subjective discretion, to voluntarily permit cancellation of any transaction and refund all or any part of any Purchase Price paid (including or less all bank and/or other transaction fees we may incur to provide such refund) on a case by case basis without any obligation to apply similar standards or exercise such discretion in any similar manner with respect to any other person or entity regardless of any similarity in facts, circumstances, Products or otherwise.

(e) You acknowledge and agree that (i) we do not warrant that Product descriptions or other Site content is accurate, complete, reliable, current, or error-free or guarantee the continued availability of any Product, (ii) all prices and promotions are subject to change without notice, (iii) Capsuline cannot confirm the availability or price of any Product until you have submitted an Order and paid the Purchase Price, (iv) until we ship the Purchased Product, we have no obligation to fulfill any Order or complete any sale, and (v) prior to shipment, Capsuline has the right to refuse or cancel any Order whether or not it has been confirmed and/or you have paid the Purchase Price, provided that if we elect to cancel an Order before shipment for which you have paid the Purchase Price, we will refund the Purchase Price received by us within seven (7) Business Days (as defined below) of such cancelation. Individual bank policies will dictate when this amount may be credited to your account. For all purposes of these Terms of Sale and/or other terms and policies of the Agreement, the term “Business Day” means Monday through Friday excluding federal, state, and local holidays affecting or otherwise observed by Capsuline.

(f) You acknowledge that (i) the Site is updated frequently with new Products, descriptions, and/or images, (ii) that you must refer only to the Product images that we provide in making any decisions regarding colors or other visual aspects of any Product and not on any images provided by or otherwise obtained from any third parties, (iii) colors may vary and/or appear lighter or darker on the Site than they do in person, (iv) currently available colors may differ from those that were previously available, quoted, and/or purchased, (v) to be absolutely sure of current colors, you should contact us first.

2. Shipping and Returns; Incorrect Shipments. All Orders are subject to our Shipping and Return Policy. In the event Capsuline mistakenly ships the wrong Product and within five (5) business days of receipt of the incorrect Product you notify us of such error and that you would like us to ship the correct Purchased Product, then as your sole and exclusive remedy for such error, we will ship you the correct Purchased Product via a method of our choosing at no cost to you, provided that we may, in our sole discretion, first require you to return the incorrect Product to us, in which case we will provide a pre-paid shipping label for the return. If instead you would like a refund, you must follow the process set forth in our Shipping and Return Policy. Failure to timely request shipment of the correct Purchased Product as set forth above or to seek a refund in accordance with our Shipping and Return Policy will constitute a waiver of all claims regarding such error. In no event will Capsuline be responsible for any delays pertaining to customs clearance at the destination country. For additional information regarding customs clearance issues or questions, contact either the carrier: UPS, FEDEX or USPS or the customs authorities in your country of residence. Notwithstanding the foregoing or anything in our Shipping and Return Policy, Orders are processed, fulfilled, and shipped only after full payment of the Purchase Price is received by Capsuline and, for Orders containing pre-ordered Products, after we receive such Products in our warehouse.

 

3. Disclaimer of Representations and Warranties; Limitation of Remedies.
(a) CAPSULINE EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES RELATING TO ANY PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ALL OF WHICH ARE BEING OFFERED FOR SALE ON AN “AS-IS” BASIS.

(b) You acknowledge and agree that your sole and exclusive remedies for any problems, issues, alleged defects, or other claims relating to any Product or Order are those set forth in our Shipping and Return Policy. You acknowledge and agree that you are not relying on any promise, guaranty, representation, statement, or warranty, express or implied (oral, written or electronic, and including those made by any customer service agent or other representative of CAPSULINE), relating to any Product in any way, and that you assume all risk arising out of your purchase and/or use of any Product.

4. Your Representations and Warranties.
You represent and warrant that you have all necessary and sufficient right, power, and authority to purchase any Product you purchase on or through the Site or through any of our sales representatives, to enter into the Agreement, and to perform all of your obligations required hereunder and thereunder.

5. Indemnification; Release Limitation of Liability.
(a) You shall indemnify, defend and hold Capsuline and its Related Parties harmless from and against all claims, actions, demands, causes of action, liabilities, losses, damages, expenses, and costs, including reasonable attorneys' and paralegal fees (including on appeal), including, without limitation, those imposed by any governmental body, agency, or authority or other force of Law, arising out of, resulting from, or relating to any of the following (collectively, “Claims”): (i) your consideration, evaluation, purchase, marketing, use, and/or subsequent offer for sale, sale, or other disposition of any Product, (ii) your failure to abide by or other breach of any term, condition, covenant, warranty, or obligation set forth, referenced or required in or by these Terms of Sale or otherwise in or by the Agreement, and/or (iii) the failure of any representation made or deemed to be made by you in these Terms of Sale or otherwise in the Agreement or otherwise in connection with your purchase of any Product, to be true and correct in all respects. We reserve the right to take exclusive control and defense of any claim subject to indemnification by you, in which event you will cooperate fully with us in asserting any available defenses.

(b) NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, (I) EXCEPT FOR ANY REMEDIES EXPRESSLY SET FORTH IN THIS TERMS OF SALE OR ELSEWHERE IN THE AGREEMENT (WHICH ARE YOUR SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIMS YOU MAY HAVE AGAINST CAPSULINE AND/OR ANY OF OUR RELATED PARTIES ARISING OUT OF OR RELATING TO ANY PRODUCT, THE SITE, AND/OR THE AGREEMENT), UNDER NO CIRCUMSTANCES WILL CAPSULINE OR ANY OF ITS RELATED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST INCOME, PROFITS, OR OPPORTUNITY, ARISING OUT OF OR RELATING IN ANY WAY TO ANY PRODUCT, ORDER, THE SITE, AND/OR THE AGREEMENT, EVEN IF ONE OR MORE OF CAPSULINE AND/OR ANY RELATED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, AND (II) IN NO EVENT WILL CAPSULINE’S AND/OR ANY OF OUR RELATED PARTY’S LIABILITY HEREUNDER (COLLECTIVELY), EXCEED THE AMOUNT OF PURCHASE PRICE ACTUALLY PAID BY YOU AND RECEIVED BY CAPSULINE FOR ANY PURCHASED PRODUCT THAT IS THE SUBJECT OF ANY CLAIM YOU MAY HAVE AGAINST CAPSULINE OR ANY OF ITS RELATED PARTIES. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, Capsuline’s liability and that of its Related Parties is limited to the greatest extent permitted by applicable Law.

6. Governing Law; Venue. These Terms of Sale are governed by and will be construed in accordance with the internal laws of the State of Florida applicable to contracts made and to be performed entirely therein, and, where applicable, the federal Laws of the United States of America, without reference to and wholly excluding any conflict or choice of law rule or principle that otherwise might refer construction, interpretation or enforcement of these Terms of Sale to the substantive of Laws of any other jurisdiction, foreign or domestic. All proceedings, disputes, claims and/or controversies in any way relating to or arising out of any Product, Order, any matter addressed in this Terms of Sale, the Site, and/or the Agreement otherwise (collectively, “Disputes”) must be pursued, prosecuted and conducted on an individual basis only and not in a class, consolidated or representative action. In addition, no Dispute between Capsuline and another person or entity may be consolidated by any person or entity other than Capsuline with any other Dispute between Capsuline and any other person or entity. All Disputes must be brought and heard exclusively (a) for those brought by you, in the state courts located in Broward County, Florida or if a basis for federal jurisdiction exists, the United States District Court for the Southern District of Florida, Fort Lauderdale Division, and (b) for those brought by us or any of our Related Parties, in the courts referenced in clause (a) above, or in any other court located in a jurisdiction in which you reside, are organized or are incorporated (if applicable), and/or from where you accessed the Site, effected the purchase of any Product, or received shipment of any Product. You hereby irrevocably consent to the personal and subject matter jurisdiction of such courts and waive any claim that such courts represent an inconvenient or otherwise inappropriate venue or forum. Capsuline controls and operates the Site and makes all decisions relating to Products offered for sale on or through the Site from our offices in Dania Beach, Florida.

7. Assignment; Successors. Neither these Terms of Sale nor any of your duties or obligations under these Terms of Sale may be assigned by you without our prior written consent. These Terms of Sale will be binding on you and your successors and assigns and inure to the benefit of you and those assigns we may permit in accordance with the preceding sentence. These Terms of Sale will be binding on and inure to the benefit of Capsuline, its successors and assigns.

8. Entire Agreement. These Terms of Sale and the other elements of the Agreement contain the sole, complete and entire agreement between the parties hereto regarding the subject matter hereof and supersede all prior and contemporaneous negotiations, agreements, commitments, promises, understandings, writings, proposals, representations and communications (whether oral, written or electronic, and whether express or implied) of either party relating to any subject matter contained in, addressed or referenced in any part of the Agreement. No modification or amendment of the Agreement will be effective against Capsuline or any of its Related Parties unless and only to the extent it is set forth in a writing signed by an authorized representative of Capsuline, which authorization must be confirmed by you prior to any reliance thereon. The section titles in these Terms of Sale are for your convenience only and do not have any legal or contractual effect.

9. Notices.
(a) All notices and other communication required or permitted to be given by you under these Terms of Sale must be in writing, in English, and delivered to us (i) personally, (ii) by certified US mail, postage prepaid, return receipt requested, or (iii) by express mail via an internationally recognized express mail carrier, in each case to the following address, which notices and communications will be effective on the date of delivery or refusal of delivery as confirmed by the return receipt or tracking information (as applicable): Capsuline II Inc., 3236 SW 30 Avenue, Dania Beach, FL 33312.

(b) All notices and other communication required or permitted to be given by us under these Terms of Sale must be in writing, in English, and delivered (i) personally, (ii) by certified US mail, postage prepaid, return receipt requested, or (iii) by express mail via a nationally or internationally recognized express mail carrier, or (iv) via electronic mail, in each case to any physical or electronic mail address you provided us or on or through your use of the Site or in any other correspondence, which notices and communications will be effective (A) for methods (i) through (iii), on the date of delivery or refusal of delivery (as confirmed by the return receipt or tracking information, as applicable), and (B) for method (iv), one business day after they are sent by us, as evidenced by our electronic mail records.