Natural Health & Wellness CentreTerms & Condititions
OVERVIEW
This website is owned and operated by Wealth Minds (Pvt) Ltd. Throughout the site, the terms “we”, “us” and “our” refer to Wealth Minds (Pvt) Ltd. Wealth Minds (Pvt) Ltd offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here. Natural Health Wellness Centre “NHWC” is a brand and is used interchangeably with Wealth Minds (Pvt) Ltd when referring “us”, our Services or obligations.
I. Application
1. Unless otherwise agreed by an authorized distributor, customers and Wealth Minds (Pvt) Ltd in writing, these Terms and Conditions shall apply to authorized distributors and buyers on www.naturalhealthwellnesscentre.com herein referred to as “Wealth Minds”. In case of conflict between the parties, these Terms and Conditions shall prevail.2. These Terms and Conditions shall apply to all business transactions between Wealth Minds (Pvt) Ltd and the Buyer/Distributor regardless of whether they are referenced in future purchase orders or order acknowledgements. Contrary, additional or differing terms and conditions of the Distributor shall not apply unless agreed to in writing by Wealth Minds (Pvt) Ltd.
3. Amendments and additions to the Agreement, including to this provision, shall be made without notification.
4. Rights accorded to the parties by applicable statutory provisions beyond the scope of these Terms and Conditions shall remain unaffected.
II. Product Offering and Modification
Wealth Minds has the right, from time to time, to add, modify or discontinue any product offering.III. Basic Buyer/Distributor Responsibilities
During the Term, the Buyer agrees to:1. Provide correct information on all purchase orders of products, including complete product names, options, quantities and any special instructions. The Buyer assumes sole and absolute liability for any failure, by the Buyer, to provide complete and accurate information when ordering products.
2. Indemnify and hold harmless Wealth Minds and its affiliates, legal successors and assigns from and against all losses, claims, liabilities, costs and expenses (including attorney fees) that Wealth Minds may sustain or incur as a result of any claim against Wealth Minds arising directly from any breach of contract, breach of warranty, strict liability in sort or any other theory of law brought by the Distributor’s current or former clients, agents, employees, legal successors and assigns, by end users, by auxiliary personnel (such as freight handlers, etc.) or by other third parties, if and to the extent arising out of the Distributor’s breach of its obligations under this and Green World’s Agreement, the Distributor’s intentional misconduct or gross negligence, or under applicable law.
3. Consistent with the delivery terms set forth in these Terms and Conditions, pay any and all taxes, duties, fees, charges, costs and expenses of any type or character whatsoever, accruing, incurred, imposed or assessed in connection with or relating, in any manner whatsoever, to the Buyer’s purchase, transportation, storage, distribution, resale, promotion or marketing of Green World’s products.
IV. Offer and Acceptance
1. All purchase orders are subject to acknowledgement by Wealth Minds. No order is confirmed unless and until acknowledged by Wealth Minds, either by written acknowledgment or by dispatch of the products, and any provision contained in any written communication by the Buyer or otherwise, is expressly excluded.2. Products shall, at the time of delivery, conform in all material respects to the description of such products provided to the Buyer by the referring Distributor.
3. Purchase orders are non-binding on Wealth Minds unless and until confirmed by Wealth Minds in writing or Wealth Minds ships the products included in the purchase order. The Buyer is bound to its purchase order for two (2) weeks unless withdrawn earlier by written notice to Wealth Minds. The Buyer cannot withdraw a purchase order for which Wealth Minds has already shipped the products included therein. The silence of Wealth Minds with regard to offers, purchase orders, requests or other declarations of the Buyer shall not imply consent or agreement unless expressly agreed otherwise in writing. Written form acknowledgement shall be in form of Electronic Mail or other means of messaging as displayed on the website. 4. If an individual purchase order is unilaterally
annulled by the Buyer or a purchase order or partial purchase order unilaterally cancelled by the Buyer, the Buyer shall reimburse Wealth Minds all costs resulting from the annulment or cancellation of such purchase order.
V. Scope of Delivery / Terms of Delivery
1. For the scope of delivery the written acknowledgement of Wealth Minds (or purchase order of the Buyer if no acknowledgement is provided) is authoritative. Changes to the scope of delivery shall not be effective unless confirmed in writing by Wealth Minds. Wealth Minds reserves the right to make alterations to the purity or specifications of the products to the extent such alterations are not material.2. Wealth Minds is entitled to make partial deliveries in order to perform its contractual obligations unless partial delivery is not acceptable to the Buyer and the Buyer has referred to this fact in the purchase order.
3. Unless otherwise separately agreed by the parties, Wealth Minds has the right, in its reasonable discretion, to determine the method of shipment, i.e., delivery can be made by air freight, train, ship or road transport, using FedEx, DHL, Courrier Connect, SWIFT or any other.
4. Wealth Minds reserves the right to charge the Buyer for carriage and freight.
5. Return of the products and a corresponding credit shall only be made with the prior written consent of Wealth Minds and the Buyer must comply with all instructions of Wealth Minds with regard to the return of products, including applicable statutory provisions relating to the delivery and packaging of hazardous products.
6. All delivery obligations of Wealth Minds are subject to the reservation “while stocks last”. Wealth Minds is therefore entitled to terminate any purchase order when stocks available to Wealth Minds are exhausted. If stocks are only partially exhausted and the entire request of products as described in the purchase order of the Distributor cannot be satisfied, Wealth Minds is entitled to distribute the available stocks at its reasonable discretion to one or all customers. If Wealth Minds can only satisfy part of the Buyer’s request for products as described in the purchase order, the Buyer is entitled to cancel the purchase order and refund is processed within a period of 72 hours.
VI. Delivery Time
1. Delivery periods and dates shall be as specified in Wealth Minds’ order acknowledgement. All delivery periods and dates are non-binding estimates unless expressly referred to as binding in the order acknowledgement.2. The delivery period shall commence on dispatch of the order by Wealth Minds (or acceptance of the purchase order). In any case, the delivery period shall not commence before the Buyer has furnished all documents, permits, approvals, consents and releases to be provided by it, before all technical questions have been clarified and before any agreed down payment has been received. Compliance with the delivery period is subject to timely and proper compliance with all other obligations by the Buyer.
3. In the event of any delay in delivery, the Buyer shall be entitled to terminate the purchase order after notifying Wealth Minds of such delay. Wealth Minds shall not be liable for any claims for damages of the Buyer for late or delayed delivery.
VII. Prices, Payments and Retail Profits
All consumer, sales or indirect taxes, customs, examination and acceptance fees and all other taxes, fees or charges of any kind whatsoever which are imposed by public authorities or allocated to the business transaction between Wealth Minds and the Buyer/Distributor shall be paid by the Buyer/Distributor in addition to the prices indicated on the order acknowledgment or invoice. Wealth Minds is not obliged to notify the Buyer/Distributor of potential taxes, fees or charges that may arise.An administration fee shall be charged by us on every individual purchase. This amount shall be fixed to USD1 or equivalent depending on currency used to purchase the product(s). The fee shall be deducted from Retail Profit due to the Distributor or will be charged on checkout when the distributor buys directly.
Retail profits shall be paid through any method at Wealth Minds’s sole discretion. This refers to Mobile Money, Bank Transfers or Cash. Fees or charges of any kind whatsoever which are imposed by public authorities/Service Providers or allocated to the payments of retail profits shall be borne by the Distributor. Except on a different arrangement made in written form, retail profits payments shall be made weekly on Fridays after confirmation of delivery by client.
VIII. Storage, Handling and Use of the Products by the Buyer
1. The products are intended to be used for the purposes of nutrition supplements and may not be used for any other purpose unless otherwise indicated on the product label, in the catalogues of Green World or in other documents provided to the Buyer by the Distributor. In particular, products may not be used in the areas of food production and pharmaceutical products, in medical devices or in cosmetic products. Distributors are obliged to inform customers of such limitations.2. Wealth Minds does not examine the products for their safety and effectiveness when contained or used in food, pharmaceutical products, medical devices, or cosmetics, or for commercial or other applications, unless otherwise declared in the documents provided by Wealth Minds. Distributors shall take reasonable measures to inform customers about the appropriate use of the products purchased from the website, in particular what they are intended for, as recommended by the manufacturer. Distributors shall take all reasonable measures to inform customers that they are required to test the identity and quality of the products if they are to be repacked, relabeled or used as starting materials or components for other products (particularly when intended for human, veterinarian, diagnostic or household use). The Distributor shall warn, and take all reasonable measures to inform customers against the risks and dangers that may be related to the storage, use or handling of the products.
IX. Claims for Defect
1. The rights of the Buyer with regard to defects shall be subject to the Buyer examining the delivered products upon receipt and notifying Wealth Minds in writing of any defects no later than 24 hours after receipt of the products. The Buyer shall describe the defects in writing.2. In the event of defects in the products, Wealth Minds shall be entitled, at its own discretion, to perform subsequently by remedying the defect or by delivering a defect-free product. The expenses necessary for the subsequent performance shall be borne by Wealth Minds in as far as these expenses are not increased as a result of the products being taken to a location other than the delivery address.
3. The right of the Distributor to terminate the purchase order shall be excluded if:
(i) The Distributor is unable to return the defective products and this inability is not due to the nature of the product or reasons for which Wealth Minds is responsible or
(ii) The defect only showed during the processing or conversion of the products.
X. Liability of Wealth Minds
1. WEALTH MINDS SHALL NOT IN ANY EVENT BE LIABLE AND DOES NOT INDEMNIFY THE DISTRIBUTOR FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF WEALTH MINDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE, PROFITS OR GOODWILL, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF THE DISTRIBUTOR OR OTHER USE OR ANY LIABILITY OF THE DISTRIBUTOR TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING TO THE EXTENT LEGALLY POSSIBLE PERSONAL INJURY, DEATH OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR DEATH IS CAUSED BY WEALTH MINDS’ GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND THE DISTRIBUTOR HEREBY CONFIRMS THAT THEY SHALL INDEMNIFY AND HOLD WEALTH MINDS AND ITS LEGAL SUCCESSORS HARMLESS FROM AND AGAINST ANY SUCH EXPENSE, DAMAGE OR LOSS.2. Except as expressly provided in this document, Wealth Minds makes no warranties or representations, express or implied, whether by statute or otherwise, including any warranties of merchantability, satisfactory quality or fitness for a particular purpose with respect to any product. All such warranties are expressly disclaimed and excluded to the maximum extent permitted by applicable law. The liability of Wealth Minds shall not be expanded, modified or otherwise altered by any warranty offered by the Distributor for the products.
3. Wealth Minds’ sole and exclusive liability with respect to products proved to Wealth Minds’ reasonable satisfaction to be defective or nonconforming shall be, in Wealth Minds’s sole discretion, either to:
(i). Replace such products without charge upon the return of the products or
(ii). Refund of the purchase price to the Buyer. In no event shall Wealth Minds be liable to the Buyer for any amounts in excess of the purchase price paid for the products in question.
4. All claims on Wealth Minds for liability under this Agreement expire if not properly lodged against Wealth Minds within 30 Days from the moment the liability arises. Any mandatory statutory liability shall remain unaffected.
XI. Technical Assistance
At the Distributor’s request, Wealth Minds may, at its discretion, furnish technical assistance and information with respect to possible applications and technical specifications of its product free of cost unless fees have been agreed in the individual case. By providing advice and information Wealth Minds does not assume any warranty, express or implied, for technical specifications, use, selection or suitability of the products.XII. Compliance with Laws
1. The Distributor shall conduct their operations in compliance with all applicable laws and regulations of all jurisdictions having contact with the transactions contemplated by the Agreement, including, without limitation, any legal body legislation, and shall indemnify and hold Wealth Minds and its legal successors harmless from and against any liability for failure to do so. The Distributor will, without limitation, obtain and maintain, at the Distributor’s expense, all licenses, permits, registrations, authorizations, certificates, consents, waivers, receipts, qualifications, clearances and approvals of any type or character whatsoever (whether public or private) as needed to authorize, including:(i). The parties’ execution of the Agreement hereunder; and
(ii). The Distributor’s import, export, storage, distribution, use, marketing, transportation and sale of the products documents.
2. Without limiting anything in the preceding paragraph:
(i). The Distributor acknowledges that Wealth Minds (and its affiliates) is bound by a corporate policy of ethical and legal conduct.
(ii). The Distributor agrees not to engage in any activity in violation of the provisions of the Policy, the Act or any other applicable laws or regulations prohibiting unfair, fraudulent or corrupt business practices.
XIII. No Waiver
No delay on the part of Wealth Minds in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Wealth Minds of any right or remedy shall preclude such party from any further exercise of the right or remedy, or the exercise of any other right or remedy.XIV. Force Majeure
1. If Wealth Minds is prevented by force majeure from performing its contractual obligations, in particular from delivering the products, Wealth Minds will be released from its obligation to perform for the duration of the impediment and for a reasonable start-up period without being liable towards the Buyer for damages. The same applies if the performance of its obligations is unreasonably impeded or becomes temporarily impossible because of unforeseeable circumstances for which Wealth Minds is not responsible. Such causes include, but are not limited to, acts of God, actions of the elements, including floods and other natural disasters, fires, explosions, lockouts, strikes, wars, riots, civil commotion, epidemic, embargoes, failure to obtain export licenses or import authorizations, transportation delays and acts of government, energy shortfalls, suppliers’ delivery problems or substantial interruptions of operations. Wealth Minds shall promptly notify the Buyer of such interference, including, without limitation, a detailed description thereof, the date of commencement of such interference and the estimated duration thereof.2. Wealth Minds shall be entitled to terminate the purchase order if such interference persists for more than thirty (30) days and Wealth Minds no longer has an interest in performance of the purchase order due to such interference. After expiration of such period, at the Distributor’s request, Wealth Minds shall declare whether it intends to exercise its termination right or deliver the products within a reasonable period of time.
3. In no event shall Wealth Minds be liable to the Buyer for any claims, damages, costs or expenses arising out of or related to Wealth Minds’ inability to timely ship products or fulfill purchase orders due to a cause referred to herein.
XV. Confidentiality
The Distributor agrees for themself and their employees, agents and representatives that they shall not disclose to any third party and shall maintain as confidential, any and all confidential information provided to them by Wealth Minds. Such confidential information shall include, without limitation, information concerning Wealth Minds or its affiliates’ business, finances, proposed products, product development, marketing and/or sales plans, special project pricing, purchase orders, business or operational know-how and any other information deemed confidential by Wealth Minds.XVI. Errors, Inaccuracies and Omissions
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.XVII. Miscellaneous
1. The captions in the Agreement are for convenience only and do not affect the interpretation of the Agreement.2. The parties’ obligations under Sections IX (Claims for Defect), X (Liability of Wealth Minds), XV (Confidentiality) and XVI (Miscellaneous) of these Terms and Conditions shall survive the expiration or termination of the Agreement.
3. Place of performance for all obligations of the Buyer/Distributor and Wealth Minds is the place of business of Wealth Minds.
4. The legal relationship between the Buyer/Distributor and Wealth Minds shall be governed by and construed in accordance with the laws of Zimbabwe, without giving effect to the conflict of law provisions thereof, as well as excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
5. The exclusive legal venue for all disputes arising from the business relationship between Wealth Minds and the Distributor is the place of business of Wealth Minds. Wealth Minds shall also be entitled to bring legal actions at the place of business of the Buyer/Distributor or any other applicable and permissible legal venue.
6. The Buyer/Distributor shall pay Wealth Minds all damages, costs and expenses (including reasonable attorney’s fees) incurred by Wealth Minds in obtaining injunctive or other relief for the enforcement of any provision of the Agreement.
7. If any provision of the Agreement should be or become wholly or partially void, ineffective or unenforceable, the validity, effectiveness and enforceability of the other provisions of the Agreement shall not be affected thereby. Any such void, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and purpose of the void, ineffective or unenforceable provision.
8. Wealth Minds reserve the right to accept distributors' applications to use the site as well as to terminate distributor accounts without notice for those who will violate the terms and conditions herein.