TEL: 011 44 1664 501110

Terms And Conditions Of Use

Base Formula Inc

I.  GENERAL

The following Terms and Conditions ("Terms") are applicable to all sales made by Base Formula Inc ("Seller"), a U.S corporation with a registered offices seated at Delaware registered agent address, and the acceptance of any order is expressly conditioned upon Buyer's consent to these Terms.  No interlineations, deletions, modifications or amendments to these Terms shall be binding on unless agreed to and accepted in writing by Seller.

All sales are subject to written confirmation by Seller.  Receipt by Buyer of Seller's acknowledgment of an order without prompt written objection thereto shall constitute acceptance by Buyer of these Terms.

These terms and condition will apply unless otherwise clearly stated in writing under a separate contract. 

Buyer must respond to Seller's notice of acknowledgment within five (5) days of receipt of such acknowledgment or Buyer will waive its right to cancel the order.

II. PRODUCT PRICE QUOTATIONS

The quotations or tenders are noncommittal in nature.  No contract shall arise until a written acknowledgment from Seller accepting the Buyer's order, is sent by Seller to the Buyer.  Because no contract is formed until Seller acknowledges Buyer's order, these Terms shall supersede any and all terms of Buyer.  In addition, to guarantee a constant improvement of its Products Seller will be entitled to adjust agreed prices on the basis of the average change in the cost price of the goods or services to be delivered and/or activities to be performed by the Seller.  The adjustment of agreed prices and rates will apply as of the beginning of the first month after the Buyer has been notified in writing of the adjustment.

The weights, dimensions, capacities, performance ratings, characteristics and other data on Seller’s catalogs, prospectus, circulars, advertisements, price lists and instructions sheets are mentioned only as general information.  They are only approximate and shall not bind Seller.

III. DELIVERY

Except as otherwise stated in any quotation or price list of the company, or as otherwise agreed in writing, all prices are given by the company on an ex work basis and exclude transport.

Any dates quoted for delivery are approximate only.

The method and agency of transportation and carriage will be designated by the Seller.

In the event the Buyer requests alternative shipment or routing, extra packing, shipping and transportation charges thereby resulting will for the Buyer’s account.  Seller is not responsible for any loss, damage or delay that may occur after the purchased equipment has been accepted for shipment by the carrier 

IV. DELAYS IN DELIVERY

Where a specific shipping date is not designated in a writing signed by the Seller, the Seller shall not be responsible for any delays in filling those orders, nor shall he be liable for any loss or damages resulting from such delays.  If a specific shipping date is specified in the order or later agreed to by the Seller, then the Seller shall not be liable for any delays in filling this order caused by delays resulting from any and all conditions beyond the control of Seller, including but not limited to, (a) accidents to or malfunctions of Seller’s or Seller’s subcontractors’ or suppliers’ machinery; (b) differences with employees, strikes, or labor shortage; (c) fire, floods, huricanes or other natural disaster;  (d) supplier or subcontractor delays, including any quantity or quality defects; (e) delays caused by an instrumentality of the United States Government or any government; (f) delays in the transportation; (g) restriction imposed by any governmental regulation, whether valid or invalid; or other cause beyond the control of the Seller, or any condition without the sole fault or negligence of the Seller.  

Under no circumstances shall Buyer or Buyer's customer be entitled to any damages for Seller's failure to ship on time, and Buyer agrees to indemnify, defend and hold Seller harmless against any costs and expenses related to any claims for lost profits or other consequential damages based on Seller's failure to deliver timely.

If Buyer does not pick up the goods at the date specified in the order or later agreed to by Seller, the delivery of the goods shall nevertheless be deemed accepted by Buyer who shall therefore pay for the goods delivered.  The storage of the goods arranged by Seller will be at the risk and expense of the Buyer.  Seller shall further be entitled, to the exclusion of any other remedy for the Buyer’s failure to take the products, to recover any expenses properly incurred in performing the contract and not covered by payments received for the goods delivered.

V.  PAYMENT

Unless otherwise stated payment for the goods shall be received by Seller in clear funds at the date of the issuance of the invoice.  

In the event payment is not received when due, interest shall be due at the rate of one and one half percent (1.1/2%) on the unpaid portion of the invoice sum for each period of thirty (30) days or part thereof from the due date.  Buyer shall pay all of Seller's costs of collection of any amounts past due, including, but not limited to attorneys' fees, court costs, witness fees, travel and lodging, etc.   

Seller has the right to refuse to deliver goods or services if Buyer is past due on any of its debts to Seller.  Furthermore, Seller shall have the right to retake all goods immediately unless other written arrangements have been made concerning payment only if Buyer is past due.  Buyer agrees to make all goods available, shipping ready, for Seller, within five (5) days of receiving notice from Seller of its intention to retake the goods.

Seller will be entitled to apply payments made by Buyer first to pay those claims it deems appropriate, including interest, late charges, costs of collection, etc.

Buyer will not be entitled to suspend its payment obligations to Seller and/or to offset them with any obligations of Seller to Buyer.  Buyer will not be entitled to dissolve the contract with Seller if Buyer is in default.

If Buyer does not fulfill its payment obligations to Seller completely or within the applicable payment period, Seller will be entitled to suspend its obligations to Buyer completely and/or not to perform them.

VI. SECURITY INTEREST

In order to protect and secure payment of all debts due and owing from Buyer and until Seller has been paid in full, Buyer hereby grants to Seller a security interest in the Products, and all proceeds and all accounts receivables resulting from the sale of the Products.  In connection therewith, Buyer hereby authorizes Seller to take all necessary steps to file such financing statements and exhibits with the proper authorities.  

Until the Buyer has paid for the Products in full, Buyer shall not pledge, mortgage, encumber, or create or suffer to exist a security interest in the Products in favor of any person other than Seller unless written approval of such other security interest is given by Seller. Additionally, Buyer agrees to keep the Products insured to their full value until payment is received by Seller.  In the event Buyer sells the goods to a third party before payment in full is received by Seller, Buyer agrees to secure its security interest in the goods at the time of sale to its customer in order to protect Seller’s interests to the greatest extent possible.

VII. INSPECTION; RETURNS

Unless Seller receives a written complaint with full particulars from Buyer regarding any defective goods or services or other complaints by email within  fourteen (14) business days from the date the goods or services are delivered, the goods shall be deemed to have been delivered in good condition and that the delivery is accepted.  

If you receive a damaged parcel, short order or defective goods please email us to claim a full refund or replacement. Damaged or defective goods must be returned within 14 days of receipt to:-

Base Formula Ltd
C/o Coast to Coast Fulfilment
773 Victory Highway
West Greenwich
RI 02817

Upon receipt of the returned goods we will issue a full refund, including postage costs, to your original payment card.

You may exchange or have a refund on all goods, providing they are sealed and unopened and in a re-saleable condition. Please  email us  (CustomercareUS@baseformula.com) to arrange a return. 

Unwanted items should be returned to the above address within 7 days of receipt. Please include a reason for return and a contact email address and telephone number.  Acceptance of the returned goods does not imply acknowledgment by the Seller of the reason for the return.  Once we have confirmed the returned goods are in a re-saleable condition we will issue a refund to your original payment card. Cost of postage will not be refunded. 

In the unlikely event that you dislike or experience a reaction to one of our products, please  email us  (CustomercareUS@baseformula.com) and our Customer Services Team will be pleased to help.

Goods returned by the Buyer to the Seller will remain at the Buyer's risk and the Buyer will owe the agreed amounts until the Seller has credited the Buyer for these goods.

VIII. LIMITED WARRANTY OF GOODS, SERVICES AND PROGRAMS; DAMAGES

Seller warrants, for 1 year after delivery, unless indicated to the contrary, that the goods, covered by this contract are produced according to usual practices, customs, standards, specifications and tolerances of trade prevailing in the country of origin at the time of production and shall be free from defects in design, material, workmanship and shall be conform to the Seller’s specifications.  THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.  ALL OTHER WARRANTIES, AND SPECIFICALLY THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED.  Goods showing only minor defects, not affecting the function of the goods shall be accepted by the Buyer and shall not give rise to any claim against the Seller.  All claims of damages of any kind during delivery are barred unless reported in writing by the Buyer to the Seller, with full disclosure of particulars within five (5) days after delivery as defined herein.

Where a defect is discovered within 1 year  of delivery from the Seller, the Buyer shall be entitled, at Seller's option, to either credit or replacement of the defective product.  SELLER SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL, DIRECT OR INDIRECT COSTS OR LOSSES UNDER ANY CIRCUMSTANCES.  Seller will not replace where the defect is the result of use or handling in a manner, circumstances, or for purposes other than those that have been approved or instructed by the Seller.

The maximum liability of Seller under any circumstances shall be the price actually paid by Buyer to Seller for the good, service or program that is proven to be defective.  

IX. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights to, ownership of and interest in all goods, trademarks, trade names, logos, distinctive marks, designs, and other materials created and/or made available by the Seller hereunder or within the framework of the relationship between Buyer and Seller are vested exclusively in the Seller.  The Buyer shall not reproduce, transfer, grant, assign, license or use the goods, distinctive marks, and designs and other materials created and/or made available by the Seller and/or otherwise act as maker of and/or party entitled to such rights, except in accordance with these Terms.  

The Buyer will not be permitted to remove or alter indications concerning intellectual property rights and concerning the confidential nature of information from goods, services, programs, works, distinctive marks, inventions, designs, models and other materials created and/or made available by the Seller and goods delivered.

The Buyer will not be entitled to alter, or have altered, modify, or have modified, adapted or otherwise reconfigured, the goods, services, programs, works, distinctive marks, inventions, designs, models and other materials created and/or made available by the Seller.

The Buyer will indemnify the Seller against claims of third parties based on the allegation that by using materials made available by the Buyer, the Seller has infringed the intellectual property rights of third parties.

Seller makes no warranty concerning the appropriateness of the goods, services or programs to the purposes for which Buyer or its customer are acquiring same.  Moreover, Seller makes no warranty that the goods, services, programs or other intellectual property of Seller does not infringe the rights of third parties and Seller, and shall be under no obligation to protect Buyer any claims made by third parties for any reason.

X.  CANCELLATION PRIVILEGES

Seller may cancel any contract if Buyer is in default of the payment of any obligations pursuant to or any contract between the parties, or if in the sole judgment of Seller, Buyer's financial condition and responsibility has become materially impaired.  In addition, Seller shall have the right to recover damages for nonperformance, and any unpaid installments due on account of this or any other contract between the parties shall become immediately due and payable.  If the Buyer - validly - cancels the contract, the Buyer will be obliged to compensate the Seller for any costs incurred by the Seller in connection with making the offer and entering into the contract and the damage and/or loss arising from the cancellation.

The Seller will be entitled to terminate the contract unilaterally with immediate effect, fully or in part and/or to suspend performance of its obligations under the contract with immediate effect if:

a. the Buyer has failed to fulfill one or more of its obligations under this or any other contract or sales terms;

b. Buyer has suspended payments or has sought the protection of the Bankruptcy Courts;

c. a petition for the involuntary bankruptcy of the Buyer has been filed;

d. the Buyer’s property on Seller’s premises has been attached in execution;

e. a resolution for the dissolution and/or winding up of the Buyer has been adopted;

f. the enterprise operated by the Buyer has been fully or partly transferred to a third party.

The Seller will never be liable with respect to the Buyer for any damages arising from termination of the contract or from the suspension of obligations under the contract for the aforementioned reasons.

If the contract is terminated, performance of the contract already received by the Buyer and the payment obligations of the Buyer in connection with it will remain.  The amounts invoiced by the Seller for performance prior to or upon termination of the contract will be immediately due and payable after termination.  Buyer agrees to pay any of Seller’s costs, damages, attorneys’ fees and other expenses associated with Seller’s termination of any contract with Buyer pursuant to the terms of this section.

XI. FORCE MAJEURE

If Seller is temporarily unable to perform this Agreement because of Force Majeure, it will be entitled to suspend performance of the contract for as long as the Force Majeure lasts.  If Seller is permanently unable to perform any of its obligations to Buyer because of Force Majeure, it will be entitled to cancel the specific order with immediate defect and without any damages whatsoever.  Buyer agrees to indemnify, defend and hold Seller harmless against any claims made by third parties based on whole or in part on Seller’s inability to perform because of Force Majeure.

XII. GOVERNING LAW

These Terms and the transactions contemplated herein, any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including statutory, common law and equitable claims) between the Buyer and the Seller arising from or relating to these Terms, their interpretation, or the breach or validity thereof, shall, except to the extent that the Seller is expressly prohibited by applicable law, be governed by the laws of the state or country as provided in this paragraph.

For sales of the Products in the United States, these Terms and all transactions between the Seller and the Buyer are governed by the laws of the State of Delaware in the United States, without reference to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded and will not apply to these Terms Any legal action to enforce the Terms shall be brought either in the Circuit Court of Cook County, Illinois or the United States District Court for the Northern District of Illinois, Eastern Division.  The Buyer hereby consents to the jurisdiction of the courts of or in the State of Illinois in connection with any dispute, controversy, action or other matter relating to or arising out of the Terms.  Compliance with any local governmental laws or regulations relating to the location, use or operation of the Products, or its use in connection with other equipment, shall be the sole responsibility of the Buyer.  

For sales in the United States, where permitted, in the event that the Buyer fails to make payment of the amounts as set forth in Section V above or any balance of the Buyer or corresponding cash value not yet delivered, the Buyer hereby irrevocably authorizes and empowers any attorney-at-law of any court of record in the State of Illinois to enter the Seller’s appearance in such court, to waive process and service of process and to confess judgment against Buyer for such amounts as may be due the Seller as evidenced by an affidavit signed by an officer of the Seller setting forth the amount then due, together with all costs and attorneys’ fees, and interest from the date the confession of judgment is entered at the rate of twelve percent (12%) per annum, or the maximum permitted by law.  The Buyer agrees to waive and release all errors and waive all rights of appeal from any judgment entered and further agrees that execution on any judgment entered may be received without delay.

XIII. ARBITRATION

Any controversy or claim between Seller and Buyer or any controversy or claim otherwise arising out of or relating to the Terms and any agreement subject to these Terms, shall be exclusively and finally settled by binding arbitration in Chicago, Illinois, by one arbitrator according to the rules of the American Arbitration Association.

Notwithstanding the foregoing and without having to first enter into an arbitration proceeding, Seller reserves the right to bring suit against Buyer for monies due Seller in the courts of Buyer’s jurisdiction, or where Buyer has assets.

XIV.  ENTIRE AGREEMENT

These Terms constitute the sole terms and conditions of the contract between the Buyer and Seller.  No other terms, conditions, or understanding, whether oral or written, shall be binding upon the Seller, unless hereafter made in writing and signed by Seller's authorized representative and, in the case of printed matter, also initialed by such representative next to such printed term or condition.

XV. SEVERABILITY

Should any provision of this Agreement be judicially declared unenforceable, that provision shall be deemed stricken and the remainder shall continue in full force and effect insofar as it remains a workable instrument for effectuating the intents and purposes of the parties.  The Parties further agree to renegotiate any so severed provision to bring the same within applicable legal requirements to the greatest extent possible.