Terms of Sale

Date Last Modified: May 8, 2022

Orders

Unless you and Simbi Fragrance have executed a separate written sales agreement, then, unless such separate agreement is referenced in your order, these Terms of Sale will govern our sale of products and/or services to you, and by placing an order with us you agree to be bound by these Terms of Sale with regard to that order. The preprinted terms of any documents, such as purchase orders, that you may submit to us in conjunction with an order for products will not alter, change or add to these terms, regardless of how we acknowledge or accept your order and regardless of the fact that such preprinted terms may contain language stipulating that they supersede these Terms of Use. All orders are deemed to have been placed and accepted in Boise, ID. All orders are subject to acceptance by us, and once accepted, an order cannot be cancelled, modified or rescheduled by you without our consent. We reserve the right to reject or cancel any order, or to limit the size of any order, at any time in our sole discretion.

Availability

Availability of our products and/or services is subject to change without notice. If a product is not in stock when you place your order, we will do our best to advise you when the product will be available. Simbi Fragrance shall not be liable for any claims or damages arising in connection with products which are out of stock or otherwise unavailable. Simbi Fragrance reserves the right to discontinue the sale of any product or service at any time without notice to you or any other third party.

Prices

Prices shall be our published prices for the products or as otherwise quoted by us to you in writing. Unless otherwise specified by us, any written or electronic price quotes we may provide from time to time are valid only for the period of time specified in such quote. We reserve the right to increase the price for any product without notice to you (provided, that we will not increase prices for products which have been previously ordered by you but not yet shipped). We are not responsible for any errors on the Site. In the event a product is listed at an incorrect price due to typographical, photographic or technical error or error in pricing information received from our suppliers or manufacturers, we reserve the right to refuse or cancel any orders placed for that product listed at the incorrect price.

No Minimum Order

We do not require a minimum dollar amount for orders.  The minimum quantity required may vary between products.  Promotions may require minimum dollar amounts or purchase quantities to qualify for promotional pricing or products.

Tax Information

All prices are net of any sales, use, excise, value added and similar taxes imposed by any governmental authority regardless of how denominated; and any international shipping charges, broker's fees, consular fees and customs duties, which shall all be your sole responsibility. You shall pay all such taxes or charges. In the event (i) we are required to pay any taxes or other charges for which you are responsible, you shall promptly repay these amounts to us immediately upon receipt of our invoice, or (ii) we ship any product(s) internationally which have been pre-paid, we have the right to cause such product(s) to be returned or otherwise disposed of in the event you fail to pay any customs or duties required to be paid in accordance with the agreed-upon shipment terms.

Tax Collection

While Simbi Fragrance may not currently collect sales or use tax in your state, your purchase is not necessarily exempt from sales or use tax merely because it was purchased via the internet. Some states require purchasers in that state to file a sales and/or use tax return each year reporting all non-taxed purchases and to pay tax on those purchases.  Many states require that a reseller pay tax on purchases made for consumption rather than resale. Any information about how your state collects taxes should be found on your state’s Department of Revenue website.

Payment Terms

Your credit card, debit card or online payment method will be charged at the time any order is placed. You agree to address any and all product and transaction claims solely with us and not to initiate, under any set of circumstances, charge refusals or charge-backs with credit card issuers, and you agree to indemnify us for any expenses or damages we may suffer on account of the initiation by you of any such charge refusal or charge-back.

Shipping

Order characteristics such as size, weight and distance will determine the method for delivering your order.  Orders will ship via courier, parcel services or motor freight as selected by Customer at the time the order is placed.  Shipping fees are calculated per order and displayed to Customer prior to order completion and collection of payment. All shipping fees are charged at the time the order is placed and are considered final.

If a shipping rate is quoted incorrectly due to typographical error or error in pricing information, we shall have the right to refuse, adjust or cancel the applicable order whether or not the order has been confirmed or whether or not payment has been remitted. We shall make every reasonable effort to meet your specified delivery date, but in no case shall we be liable to you if we are unable to meet such date.

It is your responsibility to provide accurate contact and shipping information.  Additional shipping charges may apply if we or the shipper is unable to contact you, or if you are not available to receive the shipped products, or if products are redirected at your request. In the event the delivery location is not entered correctly, we or the motor freight carrier will bill you directly for any additional shipping, handling or other fees.

Simbi Fragrance will not be held liable for shipments directed to an address other than the shipping address on the original order.

Simbi Fragrance does not support the use of freight forwarding services.  Customers engage freight forwarders at their own risk. Simbi Fragrance will not complete or sign any documentation from freight forwarding companies or forwarding agents.   

Returns and Refunds

Reselling by You

The products and services available on the Site are for personal and/or professional use only. You may not sell or resell any of the products or services, or samples thereof, you purchase or otherwise receive from us without our express written permission. SIMBI reserves the right, with or without notice, to cancel or reduce the quantity of any order to be filled or products or services to be provided to you that we believe, in our sole discretion, may result in the violation of these Terms.

You shall be solely responsible for providing support to your resellers or customers. You agree to indemnify and hold us harmless from any claims asserted by a third party, regardless of the theory under which such claim is asserted, arising out of the resale or distribution of any products by you. Also, you are not authorized to use any of our trademarks or trade names or those of our manufacturers or suppliers without our or their consents, as the case may be.

Unauthorized Use of Products

The products sold by us are not intended or authorized for use with any real-time application in which failure of the products could create a situation where personal injury or death may occur. Many of our products, if not used correctly, can cause fires, injury or even death. While we may, from time to time, offer tutorials or guides within various portions of the Site, you are ultimately responsible for ensuring that you are using all products purchased from us in a safe and appropriate manner.

Simbi Fragrance shall not be liable for any claims, damages or injuries caused by your negligence, the negligence of any of your customers, the misuse of any of our products or services by you or any third party to which you provide access to our products, or any other damages or injuries arising out of your use of any of our products. You agree that you will not use or knowingly sell the products to your customers who intend to use the products in an inappropriate manner or in any unauthorized applications. We and our suppliers shall have no liability when products are used in conjunction with such applications.

Limitation of Liability

NEITHER OF US SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, PROCUREMENT COSTS, OR BUSINESS INTERRUPTION COSTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DAMAGES IN EXCESS OF (X) THE PURCHASE PRICE OF THE PRODUCTS GIVING RISE TO SUCH CLAIM REGARDLESS OF THE THEORY UNDER WHICH SUCH CLAIM IS ASSERTED, OR (Y) FOR ALL OTHER TYPES OF CLAIMS, THE AGGREGATE AMOUNT PAID BY YOU TO SIMBI FRAGRANCE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE APPLICABLE CLAIM.

The collective limitations on our liability under these Terms of Sale apply also to our suppliers who are intended beneficiaries of these limitations.

Force Majeure

Except for payment obligations, neither of us shall be liable for any failure to perform due to causes beyond our reasonable control, respectively, including but not limited to acts of God or nature, war, fire, bad weather, flood, accident, labor trouble or shortage, civil disturbance, plant shutdown, equipment failure, voluntary or involuntary compliance with any applicable governmental regulation or order, or shortage or inability to obtain (on terms deemed practicable by the party affected) any raw materials (including energy), equipment or transportation. In cases of material shortages we reserve the right to allocate the delivery of affected materials as we see fit. The time for performance shall be extended by the period of the applicable force majeure event.

Intellectual Property

You hereby recognize Simbi Fragrance's intellectual property rights in its name, the Site and all other intellectual property owned by Simbi Fragrance, and nothing herein shall be deemed to assign ownership of any such intellectual property to you. Our intellectual property may include, but is not limited to, patents, patent applications, copyrights (including drawings, prints, manuals and specifications), trademarks and service marks (registered or unregistered) and applications thereof, "trade dress", and technical, proprietary and confidential information. You affirm that you are obtaining the products or services sold through the Site for use as intended. You will not reverse-engineer or use any product to develop similar products to those purchased from the Site, nor will you knowingly or willingly permit your customers, employees, contractors or affiliates to do the same. For purposes of these Terms of Use, "reverse engineering" includes, but is not limited to, disassembly of a product or discovery of the chemicals or other components of a fragrance, or utilization of our specifications and/or literature for the purposes of developing one or more similar or derivative products or services that can be reasonably regarded as competitive with our offerings.

You also hereby recognize Simbi Fragrance's ownership of the specific fragrance oil makeup in our products. By purchasing, receiving or using Simbi Fragrance you affirm that you will not duplicate our fragrances or use duplicate fragrances of our scents under any circumstances. Purchasing our fragrances, submitting our fragrances for duplication, or selling fragrances that have been duplicated of our formulas can result in a loss of wages lawsuit, even if we cancel your order, for the oils you attempted to purchase. Each instance of loss of wages through attempted or successful duplication, will result in a penalty by the purchaser that is no less than $10,000 per instance. 

Compliance with Laws

Each of us agrees to comply with all laws and regulations applicable to our respective performance under these Terms of Sale and in the conduct of our business operations and to be responsible for obtaining any approvals or licenses necessary to maintain such compliance.

Assignment

You may not assign these Terms of Sale, by operation of law or otherwise, without our prior written consent. Any assignment attempted in violation of this provision shall be void and of no legal effect.

Representations and Warranties

You hereby represent and warrant that you have the authority to enter into this agreement, that these Terms of Use are binding on you and/or the company for which you are an employee or agent, and that you are, as of the date hereof, and will be, as of the date of any order, solvent.

Governing Law

These terms and conditions shall be governed and construed in accordance with the laws of the state of Idaho excluding its choice of law provisions. The United Nations Convention for the International Sale of Goods shall not apply.

Arbitration

We agree to attempt to resolve any disputes amicably through our respective representatives. If, after thirty (30) days we are unable to do so, then we each agree that any claim or controversy of any sort relating to our agreement shall be determined by arbitration in Boise, Idaho, before one arbitrator. At the option of the first to commence an arbitration, the arbitration shall be administered either by JAMS pursuant to its Streamlined Arbitration Rules and Procedures, or by the American Arbitration Association pursuant to its Commercial Arbitration Rules. The arbitrator shall have no power to add to, delete from or modify these Terms of Sale. Each of us shall have the right to conduct discovery to which we would be entitled had the dispute been resolved in a state court of general jurisdiction in Idaho. Judgment on the arbitrator's award may be entered in any court having jurisdiction. This clause shall not preclude either of us from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator may, as part of the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party.

Other Sales

Nothing herein shall be deemed to limit or restrict our ability to sell products or services to, or otherwise work, with any other company, business or individual, including, without limitation, your direct competitors.

Entire Agreement

These Terms of Sale and the transaction specific terms of any order accepted by us in writing represent our entire agreement with respect to your order. No modification or amendment or waiver of rights will be effective except in a written document signed by both of us. Waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. We reserve the right to alter or change these Terms of Sale at any time with respect to future orders that you may place with us.

Severability

If any provision of these Terms of Sale are held illegal, unenforceable or in conflict with any law by a court of competent jurisdiction or arbitral tribunal, such provision shall be deemed severed from these Terms of Sale and the validity of the remainder of these Terms of Sale shall not be affected thereby.