Terms & Conditions
SCRUB CLUB CO HOLD HARMLESS PROVISION
By purchasing used clothing (“Purchased Goods”) from Scrub Club Co., Buyer is agreeing to purchase clothing that has had a previous life prior to Buyer’s purchase. During the clothing’s previous life, the clothing may have been subjected to unclean, unsanitary, or biohazard environments. Buyer assumes all liability for damages that may arise from Buyer’s use, storage, handling, or disposal of the Purchased Goods to the extent permitted by applicable law. Scrub Club Co. will not be liable to Buyer for any loss, claim, or demand made by Buyer, or made against Buyer by any other party, due to or arising from the use, storage, handling, or disposal of the Purchased Goods by Buyer.
Return Policy: Seller accepts returns after 30 days from the day of purchase. A restocking fee of $3.99 will be deducted from the refunded amount. The amount will be refunded to form of payment used for purchase. All Extra Loved items are non-refundable. New With Tag items must have tags intake to receive full refund.
PURCHASE OF GOODS TERMS AND CONDITIONS
The terms set forth in this Appendix govern the transaction contemplated by Scrub Club Co. and Seller in the Agreement to which this Appendix is attached.
The Parties agree:
- Sale of Materials.
- Seller. Seller agrees to sell, transfer, and deliver the Goods to Scrub Club Co. for the purchase price set forth in the Agreement, subject to all of the covenants, terms, and conditions of the Agreement and this Appendix.
- Buyer. Scrub Club Co. agrees to purchase the Goods, subject to all of the covenants, terms, and conditions set forth in the Agreement and this Appendix, and to pay Seller the purchase prices set forth in the Agreement. Typographical and other clerical errors within the Agreement are subject to correction.
- Purchase and Terms of Payment.
- Conditions and Time of Payment. Materials shipped under the Agreement will be invoiced at the price set forth in the Agreement. Payment of the purchase price will not be due to Seller until Scrub Club Co. has received the Goods, inspected, the Goods, and determines the Goods are of suitable for use and thus purchase by Scrub Club Co. Any such determination regarding whether the delivered Goods are suitable for use and purchase by Scrub Club Co. will be made in Scrub Club Co.’s sole discretion and may be based on a variety of factors including seasonality and the composition of Scrub Club Co.’s existing inventory. Scrub Club Co. will make such determinations within sixty (60) days of receipt of the Goods and will notify Seller as to whether the goods have been accepted or rejected for purchase within that time.
- Accepted Goods. Scrub Club Co. shall provide Seller a dollar credit for Scrub Club Co. purchases for Goods accepted within thirty (30) days from the date Scrub Club Co. notifies Seller of such acceptance. No payment will be due for Goods rejected by Scrub Club Co.
- Rejected Goods. Seller may not choose to have rejected Goods returned to Seller.
- Taxes. The purchase price for the Goods shall include all taxes, customs duties, customs fees, or other governmental charges due with respect to the Goods.
- Scrub Club Co shall be responsible for all shipping and insurance costs, including packing, crating, cartage, and freight costs.
- Offset. Scrub Club Co. may set off any amount owing at any time from Seller to Scrub Club Co. or any of its affiliates against any amount payable at any time by Scrub Club Co.
- Shipment and Acceptance.
- Risk of Loss. Seller shall deliver the Goods F.O.B. to the place designated for shipment within Agreement. If not specified within the Agreement, Seller shall deliver the Goods to Scrub Club Co, PO Box 82073 Mobile, AL 36689. Seller shall follow any shipping instructions provided by Scrub Club Co. and shall properly and carefully package the Goods for shipment. Any loss or damage, whenever occurring, which results from Seller’s improper packaging or crating shall be borne by the Seller. Notwithstanding anything in the foregoing to the contrary, title to and risk of loss of the Goods shall pass to Scrub Club Co. only upon receipt of the same by Scrub Club Co., and any rightful rejection or revocation of any Goods by Scrub Club Co. shall immediately shift the risk of loss of such Goods, wherever located, to Seller.
- Identification of Goods. All Goods shipped will be properly identified by Seller with the provided order number and shipping label on and/or within the package in which the Goods are shipped. Seller accepts full responsibility for the completeness and accuracy of all identifying information and transport and customs documentation provided to Scrub Club Co. Seller accepts any liabilities resulting from incomplete or inaccurate information with respect to the identifying formation, transport documentation, customs documentation or failure to comply with any import export requirements.
- Inspection of Goods. Notwithstanding herein to the contrary, Scrub Club Co. will have a reasonable opportunity to inspect the Goods after the same have been delivered to Scrub Club Co.’s premises. Scrub Club Co. shall not be deemed to have accepted any such Goods until the expiration of such reasonable time for inspection, which, in no event, will be less than the sixty (60) days provided for in Section 2 of this Appendix. The Parties acknowledge and understand that Scrub Club Co. may inspect any commercial lot of the Goods consisting of numerous units of the same product by inspecting only a reasonable sampling of such units and that Scrub Club Co. may revoke acceptance of any other units of such commercial lot which Scrub Club Co. at a later time determines to be defective.
- Seller Warranties. Seller hereby warrants to Scrub Club Co. that, in addition to any and all express and implied warranties provided under the Uniform Commercial Code, the Goods: (i) shall be provided in a competent, professional manner, and in accordance with the highest standards and best practices of Seller’s industry; (ii) when shipped shall be free from all liens, security interests, and encumbrances of any type whatsoever; and (iii) shall be furnished and delivered to Scrub Club Co. in full and complete compliance with all applicable laws and regulations.
- Conditions of Default. Seller shall be deemed to be in default hereunder if it violates any of the terms of the Agreement or of this Appendix or fails to perform any of its covenants, duties, or obligations under the Agreement or this Appendix, or it performs or fails to perform any other act, whether pursuant to the Agreement or otherwise, which gives Scrub Club Co. reasonable grounds to feel insecure with respect to Seller’s future performance.
- Effect of Default. Upon default by Seller, Scrub Club Co. may exercise any or all of the flowing rights and remedies, in addition to such other rights and remedies as may be provided under the Agreement or this Appendix or under applicable law: (i) Reject or revoke acceptance of any or all of the Goods, whether or not such Goods are defective and whether or not the condition of delivery thereof otherwise relates to, pertains to, concerns or gives rise to such event of default; and/or (ii) Terminate the Agreement without any obligation whatsoever with respect to Goods not yet delivered to Scrub Club Co. at the time of such termination. Scrub Club Co.’s decision to pursue any one of such remedy will not be deemed to be an election not to pursue any other remedy at the same time or at any other time.
- Indemnification. Seller will indemnify and hold Scrub Club Co. harmless from and against any and all liabilities, costs, losses, or expenses, including reasonable attorneys’ fees, incurred or suffered by Scrub Club Co. as a result or in connection with Seller’s breach of any of its obligations hereunder. Seller will indemnify and hold Scrub Club Co. harmless from and in respect of any damages, losses, or expenses which Scrub Club Co. may suffer or incur (including reasonable attorneys’ fees) arising out of, relating to or concerning any claim, action, or allegation that any of the Goods (or the use of the same in an intended manner) infringes any patent or intellectual property rights claimed by any third party; provided that Scrub Club Co. notifies Seller in writing of any such claim, act, or allegation promptly after learning of the same and shall assist and cooperate in the defense or settlement thereof. Such defense or settlement shall be at Seller’s sole expense, and Seller shall pay all damages and costs finally awarded against Scrub Club Co. as a result of any such suit or proceeding.
- Confidential Information. Seller shall not disclose any Confidential Information to any third party without the prior written consent of Scrub Club Co. or use Confidential Information to the detriment of Scrub Club Co.
- Definition. “Confidential Information” means information or materials disclosed by one Party hereunder (the "Disclosing Party") to the other Party hereunder (the "Receiving Party") that are not generally available to the public and which, due to their character and nature, a reasonable person under like circumstances would treat as confidential. Confidential Information includes, without limitation, financial data, customer and supplier lists, proprietary information including, but not limited to, information relating to any and all patents, patent applications, copyrights, copyright applications, trademarks, trademark applications, and trade secrets held by Scrub Club Co.
- Exclusions. Confidential Information does not include information or materials that:
- were generally known to the public at the time of disclosure by the Disclosing Party;
- become generally known to the public after disclosure by the Disclosing Party other than as a result of the act or omission of the Receiving Party;
- were known to the Receiving Party without an obligation of confidentiality prior to that party receiving the same from the Disclosing Party;
- the Receiving Party lawfully received from a third party without that third party's breach of agreement or obligation of trust; or
- are or were independently developed by the Receiving Party without access to or use of the Disclosing Party's Confidential Information.
- Duties of Receiving Party. The Receiving Party shall not: (i) make Confidential Information available to any Affiliates, directors, officers, employees, consultants or representatives (collectively, the "Representatives") who do not have a "need to know" in order to carry out the purposes of or to enforce the Agreement or attached appendices; (ii) otherwise disclose any Confidential Information to any third party without the written consent of the Disclosing Party; or (iii) use Confidential Information for any purpose other than as contemplated by the Agreement or attached appendices. The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section and shall disclose Confidential Information only to its Representatives who are legally bound to protect the Confidential Information under terms at least as restrictive as those provided herein. The Receiving Party will protect Confidential Information from unauthorized use or disclosure by exercising at least the same degree of care it uses to protect its own similar information, but in no event less than a reasonable degree of care. The Receiving Party shall be liable for any disclosure or other breach in violation of the Agreement or attached appendices by any of its Representatives. The Receiving Party shall promptly notify the Disclosing Party of any known unauthorized use or disclosure of the Confidential Information and will cooperate with the Disclosing Party in any litigation brought by the Disclosing Party against third parties to protect its proprietary rights.
- LIMITATION OF LIABILITY. SCRUB CLUB CO.’S LIABILITY TO SELLER UNDER ANY PROVISIONS OF THIS APPENDIX OR THE AGREEMENT TO WHICH THE SAME IS ATTACHED FOR DAMAGES FINALLY AWARADED SHALL BE LIMITED TO THE AMOUNTS ACTUALLY OWED BY SCRUB CLUB CO. UNDER THE AGREEMENT TO SELLER. IN NO EVENT SHALL SCRUB CLUB CO. BE LIABLE FOR INDIRECT, INCIDETNAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS, OR INTRRUPTION OF BUSINESS, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY.
- Entire Agreement. The Agreement, together with this and any other attached appendices represents the entire agreement between the Parties regarding the subject matter of the Agreement. The Agreement supersedes all prior and contemporaneous agreements and understandings of the Parties, whether written or oral, express or implied, in connection with the subject matter of the Agreement.
- Amendment. The Parties may only amend the terms set forth in the Agreement and Attached appendices by a written document signed by each of the Parties.
- Governing Law. The laws of the State of Alabama, without giving effect to its conflicts of law principles, govern all maters arising out of or relating to the Agreement and attached appendices, including all transactions the Agreement contemplates, including but not limited to, its validity, interpretation, construction, performance, and enforcement.
- Third Party Beneficiaries. The subject matter disclosed within the Agreement and attached appendices does not and is not intended to confer any rights or remedies upon any person other than the parties to the Agreement.
- Assignment. Neither party may assign the Agreement without the written consent of the other party.
- Severability. Each provision of the Agreement and the attached appendices is to be interpreted in such a way as to be valid under applicable law. If any provision is invalid under applicable law, it is to be considered ineffective only to the extent of such invalidity, and the remainder of the provisions of the Agreement and attached appendices remain valid.
- Notices. Any notices, demands, or other communications required or desired to be given by either Party must be made in writing and sent in the following manner:
- By registered mail, certified mail, express mail (postage prepaid and return receipt requested), courier, facsimile, or electronic mail; and
Scrub Club Co.
Attn: Laura Thomas
PO Box 82073
Mobile, AL 36689
Either Party may change its address for the purpose of receiving notices at any time by providing notice to the other in accordance with the above requirements.
- Waiver. Waiver of any duty or obligation of a party under the Agreement or attached appendices may be made only by a written waiver signed by an authorized representative of the other party. In such event, the waiver shall be effective only with respect to the specific obligation described within the signed waiver.
- Non-Waiver. Delay or failure of any party to exercise any right under the Agreement or attached appendices does not operate as a waiver of that right or to otherwise prejudice the party from exercising that right in the future.
- Force Majeure. Each party will be excused from performance for any period during which, and to the extent that it is prevented from performing any obligation under the Agreement or attached appendices as a result of causes beyond its reasonable control and without its fault or negligence, including without limitation; acts of God, strikes, lockouts, riots, acts of war, epidemics, communication line failures, and power failures.
- Headings. All headings within the Agreement and attached appendices are for convenience only and do not affect the meaning or interpretation of the Agreement or attached appendices.