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BADGER VERIPURE, LLC, d/b/a Veripure

TERMS OF SERVICE

Effective July 21, 2022

This website is operated by Badger Veripure, LLC, d/b/a Veripure (“Veripure”). Throughout the site, the terms “we”, “us” and “our” refer to Veripure. Veripure offers this website, including all information, tools and services available from the Website to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

Please read the Terms of Service carefully before you start to use the Website (including purchasing items therefrom). By using the Website, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy. If you do not want to agree to these Terms of Service and the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are eighteen (18) years of age and older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with Veripure and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms of Service means that you accept and agree to the changes. Check this page frequently so you are aware of any changes, as they are binding on you. Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you. Your use of the store is subject to any Shopify Inc. terms (please see shopify.com).

  1. ONLINE STORE TERMS
    • All purchases through the Website or other transactions for the sale of goods or Services formed through the Website or as a result of visits made by you are governed by our Terms of Sale, which are hereby incorporated into these Terms of Service.
    • By agreeing to these Terms of Service, you warrant and represent that you are at least the age of majority in your state or province of residence, and, as such, are of an age sufficient to form a binding contract with us.
    • You may not use our products or our website(s) for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
    • You must not transmit any worms or viruses or any code of a destructive nature.
    • A breach or violation of any of the Terms will result in an immediate termination of your Services.
  2. GENERAL CONDITIONS
    • We reserve the right to refuse Service to anyone for any or no reason at any time.
    • You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. To the extent within our control, your credit card information is always encrypted during transfer over networks. We make no warranties or representations as to the security of any information transferred over your network.
    • You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
    • The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
  3. ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
    • We are not responsible if information made available on the Website is not accurate, complete or current. The material on our website(s) is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on the Website is at your own risk. We hereby expressly disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to our website(s), or by anyone who may be informed of any of its contents.
    • Our website may contain content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting Services. All reviews, statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect our opinion. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
    • The Website may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of the Website at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
  4. MODIFICATIONS TO THE SERVICE AND PRICES
    • We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the website(s) and resources located thereon after the time of posting. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website(s) following the posting of any changes constitutes acceptance of those changes. Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page.
    • Prices for our products and other terms and/or conditions of sale are subject to change without notice.
    • We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
    • We shall not be liable to you or to any third-party for any modification, price change, revisions to terms/conditions of sale, suspension or discontinuance of the Service.
  5. PRODUCTS OR SERVICES
    • We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
    • We reserve the right, but are not obligated, to limit the sales of our products or services to any person, geographic region or jurisdiction. We may exercise this right on a case-bycase basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on the Website is void where prohibited.
    • We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations.
  6. ACCURACY OF BILLING AND ACCOUNT INFORMATION
    • We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
    • You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
    • For more detail, please review our Returns Policy.
  7. USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
    • If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments. Any comments incorporated into any products shall be deemed our sole and exclusive property and, to the extent you do not wish such comments to become our property, it is requested that you do not make any such comments.
    • We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
    • You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
  8. TRADEMARKS AND TRADENAMES: The term “Veripure” and all related names, logos, product and service names, designs, and slogans are trademarks of Veripure. You must not use such mark without the prior written permission of Veripure. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
  9. INTELLECTUAL PROPERTY RIGHTS:The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Veripure, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
  10. 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.
  11. PROHIBITED USES: In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
  12. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
    • We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
    • We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
    • You agree that from time to time we may remove the Service for indefinite periods of time or cancel the service at any time, without notice to you.
    • You expressly agree that your use of, or inability to use, the service is at your sole risk.
    • TO THE FULLEST EXTENT PROVIDED BY LAW, VERIPURE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
    • TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL VERIPURE, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, MEMBERS MANAGERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
  13. INDEMNIFICATION: You agree to defend, indemnify, and hold harmless Veripure, its affiliates, licensors, and service providers, and its and their respective officers, directors, members , managers, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Service or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services, and products other than as expressly authorized in these Terms of Service, or your use of any information obtained from the Website.
  14. INDEMNIFICATION:You agree to indemnify, defend and hold harmless Veripure and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
  15. SEVERABILITY:In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
  16. TERMINATION
    • The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
    • These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
    • If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
  17. ENTIRE AGREEMENT
    • The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
    • These Terms of Service (including any other terms and conditions incorporated herein by reference) and any policies or operating rules posted by us on the website(s) or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
    • Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
  18. SECTION 17 - GOVERNING LAW: JURISDICTION. All matters relating to the Website and these Terms of Service, and any dispute or claim arising therefrom or related thereto, shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, these Terms of Service or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Wisconsin, in each case located in Brown County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
  19. WAIVER AND SEVERABILITY. No waiver by Veripure of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Veripure to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
  20. COMMENTS AND CONCERNS.
    • This website is operated by Badger Veripure, LLC, 2425 Hutson Road, Green Bay, WI 54303
    • All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to info@veripure.com.
TERMS & CONDITIONS OF SALE
EFFECTIVE July 21, 2022
Standard Terms and Conditions of Sale of Veripure, LLC. (“Veripure”)
  1. TERMS AND CONDITIONS: ALL SALES OF PRODUCTS (the “Products”) BY BADGER VERIPURE, LLC (“Veripure”) SHALL BE GOVERNED EXCLUSIVELY BY THESE TERMS AND CONDITIONS AND/OR ON ANY OTHER DOCUMENTS REFERENCED HEREIN, AND BUYER’S SUBMISSION OF AN ORDER TO VERIPURE SHALL BE DEEMED BUYER’S ACCEPTANCE OF SUCH TERMS AND CONDITIONS. The Agreement between Veripure and you (the “Buyer”) shall be comprised of (a) the terms and conditions set forth herein, including but not limited to what are regarded as fair and reasonable provisions expressing and limiting warranties, liabilities, and risks, and (b) any separate warranty or other agreement that is expressly agreed to by Veripure and Buyer in addition to these terms and conditions. These Terms and Conditions constitute a binding contract between Buyer and Veripure and are referred to herein as either "Terms and Conditions" or this "Agreement". These Terms and Conditions are subject to change as provided herein. The Terms and Conditions posted on Veripure.com (the “Website”) at the time you (hereinafter “Buyer”) places an order, unless otherwise agreed in writing by Veripure and Buyer. These Terms and Conditions shall apply to all orders, whether said order is on the Website, via email, verbal (by telephone) or by written orders sent by Buyer to Veripure, notwithstanding any variance with the terms or conditions of any order or other instrument provided by Buyer to Veripure. Veripure may change these Terms and Conditions at any time in its sole discretion. BY ACCEPTING DELIVERY OF THE PRODUCTS OR BY ENGAGING PRIORTY TO PROVIDE PRODUCT OR PERFORM OR PROCURE ANY SERVICES, BUYER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS UNLESS BUYER AND PRIORTY HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN.
  2. ELECTRONIC RECORDS: Buyer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting Veripure. In addition, Internet connectivity requires access services from an Internet access provider. Contact your local access provider for details. Electronic signatures (or copies of signatures sent via electronic means) are the equivalent of written and signed documents. Cancellation. Veripure reserves the right at any time and from time to time without cause, to cancel all or any part of the undelivered portion of the Order by notice to Buyer. In the event of such cancellation, Veripure shall not be liable to Buyer for loss of anticipatory profits. The provisions of this paragraph shall not limit or affect Veripure's right to terminate the Order for default of Buyer. Veripure and Buyer agree that all business transactions may be conducted by electronic means, including the use of electronic signatures, subject to Wisconsin Statutes Chapter 137.
  3. REJECTION OF INCONSISTENT OR ADDITIONAL TERMS: Veripure hereby rejects any and all terms and conditions and/or any modifications to the terms and conditions contained herein proposed by Buyer which are different from or in addition to those specified herein. In no case shall Veripure's act of shipping to Buyer be deemed an assent to any provision different from or in addition to those set forth herein.
  4. ACCEPTANCE OF PRODUCT BY BUYER: Veripure reserves the right to refuse to fill orders from, or otherwise do business with, any party for any reason, whether or not set forth in these Terms and Conditions. Upon Buyer’s receipt of shipment, Buyer shall immediately inspect the Products. Unless Buyer provides Veripure with written notice of any claim for shortage, defect or nonconformity in the Products within ten (10) days after receipt of shipment, such Products shall be deemed finally inspected, checked and accepted by Buyer and Buyer’s failure to provide such notice shall be deemed to constitute a waiver of any such claim.
  5. PRICE: All prices set forth on the Website or any other advertisement or publication by Veripure are subject to change without notice, and the prices stated herein, including Products covered by this Agreement shall be adjusted to, and the Products shall be invoiced and remitted at, Veripure's prices in effect at the time of actual shipment. In the event prices are increased in excess of twenty percent (20%), Veripure shall notify Buyer prior to shipment and Buyer shall have the option to cancel without recourse against Veripure, subject to the remaining provisions of this Agreement. At itssole discretion, Veripure may institute surcharges from time to time as it becomes necessary due to material changes in the price of shipping, energy costs, or other raw materials.
  6. CANCELLATION: Veripure reserves the right at any time and from time to time without cause, to cancel all or any part of the undelivered portion of any order by notice to Buyer. In the event of such cancellation, Veripure shall not be liable to Buyer for loss of anticipatory profits or any other damage. The provisions of this paragraph shall not limit or affect Veripure's right to terminate the Order for default of Buyer.
  7. SHIPMENT AND DELAY: The methods of shipment and packaging shall be in accordance with Veripure's standard procedures, which may be changed, amended or modified in Veripure’s sole discretion. Veripure will use all commercially reasonable efforts to deliver product to Buyer on the schedule requested by Buyer. However, Veripure shall not be liable for delays in product shipments for any reason. Product may be delivered in installments and a delay in delivery shall not relieve Buyer of the obligation to accept and pay for such installment deliveries. Veripure shall not be liable for failure to perform resulting from unforeseen circumstance or causes beyond Veripure's direct control.
  8. DEFAULT: Upon the happening of any one or more of the following events, Veripure shall forthwith have the unrestricted right to cancel and terminate any order by Buyer without cost or liability to Veripure: (1) Buyer's insolvency or inability to meet obligations as they become due; (2) filing of voluntary or involuntary petition of bankruptcy by or against Buyer; (3) institution of legal proceedings against Buyer by creditors or stockholders; (4) appointment of a receiver for Buyer by any court of competent jurisdiction. The acceptance of goods or performance after the occurrence of any of the events above enumerated shall not affect the right of Veripure to cancel its additional obligations.
  9. FORCE MAJEURE: Veripure shall not be responsible for any delays caused by any condition beyond its control (including but not limited to delays caused by acts of God, strikes, mechanical breakdown, material shortages, and supplier issues).
  10. LIMITED WARRANTY: The Products being ordered by Buyer are sold subject to Veripure’s Limited Warranty. Veripure’s sole and exclusive obligation, and Buyer's sole and exclusive right, with respect to claims under this warranty shall be limited, at Veripure’s option, either to (a) the replacement or repair of a defective or non-conforming Product, or (b) an appropriate credit for the purchase price thereof. Veripure shall have a reasonable time to repair, replace or credit. Notwithstanding the foregoing, Veripure shall have no obligations for breach of warranty if the alleged defect or non-conformance is found to have occurred as a result of: environmental or stress testing, misuse, neglect, improper installation, accident, improper repair, alteration, modification, improper storage, improper transportation or improper handling of the Products, after the risk of loss in the Products has passed to Buyer.
  11. EXCLUSION OF ALL OTHER WARRANTIES: EXCEPT WITH RESPECT TO THE WARRANTY OUTLINED IN SECTION 10, ABOVE, OR AS OTHERWISE EXPRESSLY AGREED TO IN WRITING BY VERIPURE AND BUYER, ALL PRODUCTS PROVIDED HEREUNDER ARE PROVIDED AS-IS, WHERE-IS AND VERIPURE HEREBY DISCLAIMS ALL WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND SATISFACTORY QUALITY AS WELL AS ANY WARRANTIES PURPORTED TO HAVE ARISEN AS A RESULT OF A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, VERIPURE MAKES NO WARRANTY OF ANY KIND THATTHE PRODUCTS OR THE USE THEREOF WILL MEET BUYER’S OR ANY OTHER THIRD-PARTY’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH OR APPROPRIATE FOR INCORPORATION INTO ANY FINAL-PRODUCT EXCEPT IF AND ONLY TO THE EXTENT EXPRESSLY SET FORTH IN THE SPECIFICATIONS MUTUALLY AGREED TO BY THE BUYER AND VERIPURE. ALL THIRDPARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN BUYER AND THE THIRD-PARTY PRODUCER OR PROVIDER OF SUCH THIRD-PARTY MATERIALS.
  12. NO EXTENSION OF WARRANTY: NO WARRANTY PROVIDED HEREUNDER (a) ARE EXTENDED BY VERIPURE TO ANY THIRD PERSON, OR (b) MAY BE EXTENDED BY BUYER, TO ANY THIRD PERSON, INCLUDING BUYER’S BUYERS.
  13. LIMITATION OF DAMAGES: VERIPURE SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEPLARY DAMAGES OR DAMAGES FOR LOST REVENUE, LOST PROFIT, LOST PRODUCT, BUSINESS INTERRUPTION OR BUSINESS OPPORTUNITY (COLLECTIVELY, THE “EXCLUDED DAMAGES”) FOR BREACH OF ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS SOLD HEREUNDER, OR FOR ANY CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE PRODUCT OR CAUSED BY ANY DEFECT, FAILURE, OR MALFUNCTION OF ANY PRODUCT, WHETHER A CLAIM FOR SUCH DAMAGE IS BASED UPON WARRANTY, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY EVEN IF VERIPURE HAS BEEN ADVISED, OR IS AWARE, OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE DISCLAIMERS OF LIABILITY HEREIN ARE HELD BY A COURT OF COMPETENT JURISDICTION NOT TO APPLY TO BUYER, VERIPURE’S MAXIMUM LIABILITY TO BUYER ON ANY CLAIM IN ANY WAY CONNECTED WITH THE SALE OR USE OF ANY OF THE PRODUCTS, WHETHER LIABILITY IS BASED UPON WARRANTY, TORT, CONTRACT, OR OTHERWISE, SHALL BE LIMITED TO THE INVOICE PRICE OF THE SPECIFIC PRODUCT FROM WHICH SUCH DAMAGES AROSE.
  14. INDEMNIFICATION: Buyer is responsible for design, testing, installation, application and performance of Products. Buyer shall indemnify, defend and hold harmless Veripure, its agents, owners, officers, and employees from and against any and all liability, expense, including defense costs and legal fees, and claims for damages of any nature whatsoever arising from or connected with the design, testing, installation, application, performance of the Products including, without limitation, any claims that the Product infringes on any third party’s patents, trademarks or other intellectual property rights and any claims by any end-user of the Products after Buyer’s incorporation of Products into end-products. Veripure reserves the right to discontinue deliveries without liability to Buyer if in Veripure’s opinion the manufacture, sale or use of Product as such would infringe any intellectual property rights not held by or licensed to Veripure.
  15. TITLE AND RISK OF LOSS: Title and risk of loss of Products shall pass to Buyer at the point of shipment upon deposit with agreed upon carrier or delivery service. Products must be inspected carefully upon receipt and any claim for damage filed with the carrier.
  16. RETURNS: Products may be returned to Veripure only after receipt by Buyer of written authorization and shipping instructions from Veripure. Veripure may charge a reasonable restocking fee for authorized returns. No return will be accepted more than 30 days following delivery of the Product to Buyer.
  17. CANCELLATIONS: All requests for cancellations must be made in writing by Buyer, and orders are not subject to cancellation without the prior written consent of Veripure, which consent shall be in the sole discretion of Veripure. Orders in process or completed at the time Buyer's cancellation request is received by Veripure are subject to cancellation charges up to the invoice value of the material ordered.
  18. PAYMENT TERMS: Unless other payment terms are approved in writing by Veripure, payment in full at the time of acceptance of an order is required.
  19. ORDER: Buyer's order appears in our records as shown on the invoice or order acknowledgement, as applicable. Any corrections must be called to the Veripure's attention in writing immediately.
  20. FAIR LABOR STANDARDS ACT: Veripure hereby certifies that all goods of its manufacture covered by the Buyer's order are produced and furnished in compliance with regulation of the Child Labor and other provisions of the Fair Labor Standards Act of 1938, as amended, and any regulations or orders issued thereunder.
  21. ENTIRE CONTRACT: The terms and conditions contained in this Agreement as of the date of acceptance by Buyer shall constitute the entire contract of sale and purchase of the Products, unless the parties have each signed a separate agreement covering any term or condition contained herein. In the event that such a separate contract has been executed by the parties, the terms of that contract shall prevail to the extent they are different than the terms contained herein.
  22. APPLICABLE LAW; VENUE: This Agreement shall, in all respects, be governed by the provisions of the law as they were in effect as of the date of this agreement in the state of Wisconsin without regard to conflict of laws principles thereof. Any and all disputes arising out of or relating to this Agreement will be brought, heard, and determined exclusively in the Federal Court for the Eastern District of Wisconsin or any state court of competent jurisdiction within Brown County, Wisconsin.
  23. ATTORNEYS’ FEES: Buyer shall pay Veripure’s reasonable attorneys’ fees and other costs incurred in connection with collecting any sums owed by Buyer or otherwise enforcing its rights against Veripure.
  24. ASSIGNMENT AND SETOFF: Buyer shall not assign any rights or obligations under these terms and conditions or the Agreement without the prior written consent of Veripure. Veripure may assign the Agreement and any rights or obligations under these terms and conditions and any Agreement to (a) its affiliates; (b) its lenders as collateral; and/or (c) to one or more persons or entities that (i) consummate a merger with Veripure, (ii) purchase all or substantially all of Veripure’s assets, (iii) enters into any type of a share exchange, share purchase, or other similar transaction with Veripure’s members/owners/shareholders, or (iv) could be deemed to be a successor to Veripure. Buyer hereby waives any and all rights to offset existing and future claims against any payments due for Products sold hereunder or under any other agreement that Buyer and Veripure may have and agrees to pay the amounts due for Products regardless of any claimed offset which may be asserted by Buyer or on its behalf.
  25. COMPLIANCE WITH LAWS: 1 Buyer shall comply with all applicable laws, regulations, and other legal requirements regarding the export, import, sale, distribution, marketing, and service of the Products. Buyer shall comply with all Export/Import Laws that apply to its purchase, export, import, use, or transfer of any product. Without limitation to the foregoing, Buyer understands and acknowledges that Products cannot be exported, reexported, transferred, retransferred, or transshipped (i) to any Sanctioned Countries, except in compliance with applicable Export/Import Laws, or (ii) to any other destination for which an export, reexport, or import license is required, without Buyer obtaining such license. Buyer confirms that neither Buyer nor any person that owns, directly or indirectly, 50% or more of Buyer, nor any party for which Buyer is purchasing the Products is a Restricted Party or subject to any other sanctions, restrictions, or designations under applicable Export/Import Laws. Notwithstanding any other provision of this Agreement, the Parties shall not be required to take or refrain from taking any action, nor shall they be required to furnish any information, that is prohibited or penalized under the laws of the United States, including the antiboycott laws and regulations administered by the U.S. Commerce and Treasury Departments.
  26. FUTURE CHANGES: MISCELLANEOUS: All shipments are subject to the terms and conditions contained in this Agreement. The current version of this Agreement supersedes all previous Terms and Conditions issued by Veripure. Veripure reserves the right to unilaterally modify or amend any term or condition of this Agreement at any time without prior notice. Any failure to enforce or apply a term or provision of this Agreement shall not constitute a waiver of that term or provision by Veripure, and shall not diminish or impair Veripure's right to enforce such term or provision in the future. If one or more provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be so affected or impaired.
  27. NOTICES. Any notice given hereunder shall be deemed duly given when sent by pre-paid, first class mail. Any notice to Veripure must be sent to:
Badger-Veripure, LLC
P.O. Box 12764
Green Bay, WI 54307-2764
BADGER VERIPURE, LLC
LIMITED WARRANTY
Veripure makes no warranty, whether express or implied, other than this Limited Warranty. This Limited Warranty is made to the original end user (“Buyer”) only and is non-transferable. 
Veripure warrants that for the Warranty Period, under normal use in accordance with the instructions of Veripure, the product is free from defects.
If the product fails to meet this warranty and Buyer gives Veripure written notice thereof or returns the product to Veripure during the applicable Warranty Period, Veripure shall replace the product or refund the purchase price, in its sole discretion. Buyer shall be solely responsible for the selection, use, efficiency, and suitability of the product and Veripure shall have no liability therefore. Veripure’s maximum liability under this limited warranty is the replacement of the product purchased or the return of the purchase price, in the sole discretion of Veripure. The Warranty Period is one (1) year from the date the product is delivered to Buyer.
Veripure’s warranty is limited to the repair or replacement of product in Veripure’s sole and absolute discretion provided Veripure receives notice of defect during the Warranty Period. In addition, Veripure reserves the right to refund the purchase price instead of replacing or repairing a product.
This warranty does not cover products which was modified, contaminated, combined with third party products or otherwise physically damaged by Buyer or a third party or which was not in the original Veripure products packaging. Buyer shall be obligated to determine if its specific intended use of the products is permitted and free from infringement.
DEVIATIONS FROM THESE WARRANTY CONDITIONS SHALL ONLY BE MADE IN WRITING BY AN AUTHORIZED VERIPURE REPRESENTATIVE. NO PERSON, INCLUDING ANY AUTHORIZED RESELLER OR RETAILER, AUTHORZED THIRD PARTY SELLER, AGENT, DISTRIBUTOR, OF VERIPURE, IS AUTHORIZED TO MODIFY THIS WARRANTY OR MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF VERIPURE CONCERNING ANY PRODUCTS SOLD BY VERIPURE, EXCEPT TO REFER BUYERS TO THIS WARRANTY.
VERIPURE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE (INCLUDING BUT NOT LIMITED TO ANY WARRANTY WITH RESPECT TO TITLE, ANY OBLIGATIONS OF VERIPURE WITH RESPECT TO THE IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS, ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE, AND ANY OBLIGATION OR LIABILITY OF VERIPURE FROM TORT, OR FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES) OR WHETHER OR NOT OCCASIONED BY THE NEGLIGENCE OF VERIPURE. THIS PARTS LIMITED WARRANTY STATES THE ENTIRE OBLIGATION OF VERIPURE IN CONNECTION WITH THE TRANSACTION FOR ANY PART. THE WARRANTY SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY VERIPURE. IT IS UNDERSTOOD AND AGREED THAT IF VERIPURE IS FOUND LIABLE, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE, LIABILITY SHALL NOT EXCEED THE COST TO REPAIR OR REPLACE, OR THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE PAID BY THE PURCHASER, AS DETERMINED BY VERIPURE IN ITS SOLE DISCRETION, AND UNDER NO CIRCUMSTANCES SHALL VERIPURE BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. IN ANY EVENT, VERIPURE’S LIABILITY FOR ANY DEFECTIVE PRODUCT SHALL BE LIMITED TO THE REPLACEMENT OF THE PRODUCT OR RETURN OF THE PURCHASE PRICE, IT IS ACKNOWLEDGED THAT SELECT STATES DO NOT PERMIT EXCLUSIVE OR LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LIMITATIONS ON THE DURATION OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY EXTENDS TO YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
THIS WARRANTY STATES THE ENTIRE OBLIGATION OF VERIPURE IN CONNECTION WITH ANY PURCHASE OF PRODUCT.
This Limited Warranty does not cover miscellaneous expenses including labor costs, materials, lost time or wages, or storage fees. Some states do not allow limitations on how long an implied warranty lasts, or exclusions or limitations of incidental or consequential damages, your rights may vary state to state.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL VERIPURE, ITS AFFILIATES OR ITS OR THEIR SUPPLIERS,SUBCONTRACTORS OR AGENTS BE LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS, REVENUES OR SAVINGS, EVEN IF VERIPURE HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE,IN EACH CASE, WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OFCONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY;(B) ANY CLAIMS, DEMANDS OR ACTIONS AGAINST CUSTOMER BY ANY THIRD PARTY; (C) ANY LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY VERIPURE OR ITS AFFILIATES BASED ON,RESULTING FROM, ARISING OUT OF OR OTHERWISE RELATED TO THE PRODUCTS; OR (D) ANY UNAVAILABILITY OF THE PRODUCT FOR USE. IN THE EVENT OF ANY LIABILITY INCURRED BY VERIPURE OR ANY OF ITS AFFILIATES, THE ENTIRE LIABILITY OF VERIPURE AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THEGREATER OF: (A) THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM; (B) THE COST TO REPLACE THE PRODUCT; or (C) $500.00.
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