Please read carefully our general Terms and Conditions. www.SofiesSecret.com (herein states as the “website”) operates under the authority of Moist Towel Services Ltd. (a registered USA, Cambodian and Hong Kong limited liability company), herein stated as (“MTS”).
Trade Marks – SofiesSecret (A Registered Trademark filed with the USPTO).
MTS its subsidiaries, affiliates, contractors and/or participating corporations are the owners of the trade and service marks appearing on (but not limited to) the website and all rights are reserved in respect of such trade and service marks.
These terms and conditions are subject to change and can be modified at any time without Notice.
1.Application of Conditions
1.1 The Seller (MTS) shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller.
1.2 These Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
1.3 The seller (MTS) has different items for sale on the web site www.moist-towels.com all products may vary slightly from description and pictures shown.
1.4 The buyer is responsible when ordering goods that they order the correct size, color, and quantity of any products as (MTS) will not be held responsible. After placing an order, we start right away with production and or the buyers Custom Template so a return or cancellation is not possible since (MTS) produces on a small margin. When the buyer sign an order form * TERMS & CONDITIONS – COMPANY POLICY is accepted and agreed by the buyer. It’s the buyer’s responsibility to read terms & conditions as well as our company policy before signing any documents and or the order form. A signed order form is a binding agreement between the “Seller” & “ Buyer”.
2.1 In these Conditions:-
“Business Day” means any day other than a, Sunday or bank holiday;
“The Buyer” means the person who accepts a quotation or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;
“Calendar Day” means any day of the year;
“The Commercial Invoice – Order Form” means the contract for the purchase and sale of the Goods under these conditions; “these means the standard terms and conditions of sale set out in Conditions” this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;
“The Delivery” means the date on which the Goods are to be delivered via recorded delivery and must be signed for upon delivery. Please allow up to 35 working days for delivery. (From our experience delivery time is about
25-35 days after your order is completely produced.) Air Freight approximately 3-5 Business days which requires additional fees paid and agreed by the buyer.
“The Goods” means the goods (including any installment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions;
“Month” means a calendar month;
“The Seller” means MTS (with a shorten name) For MOIST TOWEL SERVICES LTD a company registered in the USA, Cambodia and HK.
“Writing” includes any communications effected by telex, facsimile transmission, electronic mail or any comparable means.
2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
3.Basis of Sale
3.1 The Seller’s employees or agents are not authorized to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2 No variation to these Conditions shall be binding unless agreed in writing between the authorized representatives of the Buyer and the Seller.
3.3 Sales literature, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. An order placed by the Buyer may not be withdrawn cancelled or altered prior to acceptance by the Seller and no contract for the sale of the Goods shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the goods or has accepted an order placed by the Buyer by whichever is the earlier of:-
3.3.1 The Seller’s written acceptance;
3.3.2 Delivery of the Goods; or
3.3.3 The Seller’s invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
4.Orders and Specifications
4.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless paid for in full or until confirmed in writing by the Seller or seller’s authorized representative.
4.2 The specification for the Goods shall be those set out in the Seller’s sales documentation unless varied expressly in the Buyer’s order (if accepted by the Seller). The Goods will only be supplied in the minimum units (or multiples) stated in the Seller’s price list or in multiples of the sales outer as specified. Orders received for quantities other than these will be adjusted accordingly, illustrations, photographs or descriptions whether in catalogs, Brochures, price lists or other documents issued by the Seller are intended as a guide only and shall not be binding on the Seller as products may vary as they are handmade.
4.3 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
4.4 No order which has been accepted by the Seller may be canceled by the Buyer except with the agreement in writing of the Seller on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
4.5 Seller (MTS) is not required to give any suppliers informations to the buyer, if not specified in the order form MTS reserves the right to produce/assemble/buy raw material or any material needed in any country to fulfill the order as stated in the sales contract/order form. MTS RESERVE THE RIGHT TO KEEP SUPPLIERS CONTACT INFORMATION CONFIDENTIAL IN ANY CASE OR CAUSE.
5.1 The price of the Goods shall be the price listed in MTS order form which has a validation of maximum 30 days due to increase price of raw material and shipping/logistic fees current at the date of acceptance of the Buyer’s order or such other price as may be agreed in writing by the Seller and the Buyer for example an ” QUOTATION”. If a Buyer does not comply with the acceptable timeframe given by the Seller ( 3-7 days) and provide final artwork for private label or final product specifications if different form the one stated in the order form (for custom orders) and the Seller can not fulfill the order in time, the Buyer agree to a higher product cost. The higher product cost is applied because raw material, shipping and trucking may increased.
5.2 Where the Seller has quoted a price for the Goods other than in accordance with the Seller’s published price list the price quoted shall be valid between 10-30 days only or such lesser time as the Seller may specify in the “QUOTATION”.
5.3 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation currency regulation, alteration of duties, significant increase in the costs of labor, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
5.4 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are exclusive of the Seller’s charges for packaging and shipping fee (O/F), domestic transport, delivery to residential or commercial locations requested by the buyer, custom & duties, custom examination (if scheduled by USA custom) FDA etc.
5.5 The price is exclusive of any applicable value added tax excise at depend on Location and Destination , sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller. If, any additional Custom fee is applied by the seller for X-RAYS, CET or FDA Exams, The buyer is fully responsible to pay those additional charges to the seller before the goods are delivered.
6.1 Subject to any special terms agreed in writing between the Buyer and the Seller (order form / Commercial invoice)
6.2 The Seller shall invoice the Buyer for the price of the Goods, open balance and delivery cost via email.
6.3 The Buyer shall pay the price of the Goods (less any discount or credit allowed by the Seller, but without any other deduction credit or set off) on order date. Payment shall be made on the due date notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Buyer. The time for the payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request. Deposit / down payments must be made in no later than 2 business days after the order was signed by the buyer. Open balance must be paid in full before we ship the goods. The seller will notify the buyer via email at least 3 business days before the open balance is due.
6.4 All payments shall be made to the Seller in USD & EURO at its office as indicated on the form of acceptance or invoice issued by the Seller. Orders placed in the USA must wire funds in *USD* only. Orders placed in Europe and Asia must wire funds in *EURO* . *STERLING POUND* funds are NOT LONGER ACCEPTED. All our UK clients must wire funds in EURO or USD.
6.5 If MTS accepted a down payment when order was placed the open balance has to be paid in full before we can ship the goods. Deposit is due no later than 2 business days after the order form was signed. If the deposit was not made on time MTS reserves the right to increase the sales price for up to 15%. If the Open Balance was not transferred on time, shipping will be canceled and additional fees will apply due payment delay. Buyer is responsible for additional fees (daily warehouse storage $ 125 /day, Forklift fee $ 50, Delivery Fee $ 225 and other fees may be applied). MTS will notify the Buyer at least 3 business days prior to manufacturing completion which allows the buyer enough time to transfer the open balance. It’s the buyers responsibility to have the funds available at any time to fulfill the buyers payment responsibility for the order placed.
6.6 Buyer is aware if open balance is not paid on time all fees/late fees will be applied to be able to get the goods clear and free.
6.7 After 1 month (30 days) of storage (date when invoice was issued) goods will be sold to waste management companies, this action allow the seller to get some lost occurred by the buyer back, buyer has no more rights to get the goods, all monies paid are lost, unless payment arrangements between the buyer and seller have been accepted. Both parties (seller & buyer) must sign the payment arrangements.
6.8 If MTS has to file a court order against payment failure, breech of contract all additional fees such as Attorney fees or any fees associated with, have to be paid in full through buyer. The buyer agree to this clause.
6.9 MTS has the right to ask for full payment upfront if MTS believe a business risk could take place. MTS has the right to change all Payments terms without explanation, even a different Payment term was accepted to a prior date. If the customer does not comply with MTS Payments terms or open Balance was not paid in full after a final notice was given, the deposit and or any other payments made are non-refundable and the seller has no obligation toward the buyer.
6.10 MTS reserves’ the right without explanation into which account and which country the deposit or open balance has to be paid, this right is subject, because MTS has other companies and or partners located outside the USA.
6.11 If paid via Credit or Debit card additional fees apply approx. 3%. MTS reserves the right NOT to accept Credit Card Payments, due the risk of chargeback policies. Accepted Payment methods: Wire Transfer, PayPal (In certain circumstances only), Credit and Debit Card.
7.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the place specified in the Buyer’s order and/or the Seller’s acceptance as the location to which the Goods are to be delivered by the Seller or, if no place of delivery is so specified, by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection, only possible when full payment (open balance) was received by Seller.
7.2 MTS cannot be held responsible for any production or delivery delay created through the carrier or raw material suppliers during manufacturing process for example any kind of issues responsible for delay and or manufacturing issues, material match issues, technical issues, natural disaster etc.. could occur and cannot be considered as delivery delay)
7.3 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer.
7.4 Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the installments in accordance with these Conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7.5 If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licenses, consents or authorizations required to enable the Goods to be delivered on that date, the Seller shall be entitled upon given written notice to the Buyer to store or arrange for the storage of the Goods and then notwithstanding the provision of Condition 10.1 of these Conditions risk in the Goods shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to the Seller all costs and expenses including storage and insurance charges arising from such failure.
7.6 MTS use various carriers to deliver the goods on time and in good condition, the buyer must sign for goods (ordered) being delivered. checking the goods is the buyer’s responsibility that all goods are in good condition delivered and all orders are complete as per documentation. MTS will not be held responsible for damaged or incomplete orders, once the buyer has signed for delivery.
7.7 Unlikely but if any goods arrive with a manufactory damage, the Seller will immediately exchange the goods under Sellers expenses after Buyer return the goods to Seller. Shipping Fee will be on the Seller if Seller confirms manufacturing damages.
7.8 MTS cannot be held responsible if carrier does not deliver on time (technical issues, natural disaster) can occur and cannot be controlled by MTS.
7.9 MTS cannot be held responsible if the goods are damaged through any staff member on accident or any 3rd party associated with MTS for example our Shipping Agent or Trucking Company, Warehouse staff, UNLIKELY but if this occur MTS will reproduce the goods, dramatic delivery delay can occur, the Buyer is aware and agree there is no compensation to ask for in any case described or not described, business lost or any other may occur is considered as trade risk without compensation.
8.Risk and Retention of Title
8.1 Risk of damage to or loss of the Goods shall pass to the Buyer at:
8.1.1 In the case of Goods to be delivered at the Seller’s premises, the time when the Seller notifies the Buyer that the Goods are available for collection; or
8.1.2 In the case of Goods to be delivered otherwise than at the Seller’s premises, the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods.
8.3 (Sub-clause 8.2 notwithstanding), legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and any other goods supplied by the Seller and the Buyer has repaid all moneys owed to the Seller, regardless of how such indebtedness arose.]
8.4 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8.5 The Seller reserves the right to repossess any Goods in which the Seller retains title without notice. In the event of repossession the Buyer shall deliver up to the Seller all Goods in which title have not passed, the cost of which shall be borne by the Buyer.
8.6 The Buyer’s right to possession of the Goods in which the Seller maintains legal and beneficial title shall terminate if;
8.6.1 The Buyer commits or permits any material breach of his obligations under these Conditions;
8.6.2 The Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors.
9.1 The Seller may assign the Contract or any part of it to any person, firm or company.
9.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.
10.Right to Return the Goods and to Receive a Refund
10.1 If the Buyer is not satisfied with any Goods purchased from the Seller, the Buyer may cancel the order and return the Goods to the Seller and obtain a refund of the price of the returned and actual Goods value only (shipping fee, trucking, duties, taxes any exam fees, storage, etc,… are non-refundable) , provided:-
10.1.1 The Buyer informs the Seller of the decision to cancel the order within 3 Calendar Days of delivery of the Goods; and
10.1.2 The Goods are returned in their original, unused and unopened condition; and
10.1.3 The Goods are returned in accordance with condition 10.3 below.
10.2 While the Goods remain in the Seller’s possession the Seller is under a duty to ensure that the Goods are kept safe and secure.
10.3 The following transportation charges will apply:-
10.3.1 If the total purchase price of the returned Goods is more than $ 5 the charge payable by the Buyer for the return is current Fed ex or UPS recorded delivery charges. Shipping, packing, handling fees, taxes, duties if paid through SELLER, as well as Credit or Debit card fees are NOT refundable and will be deducted from the actual payment made by the Buyer.
10.4 Where the goods are custom made to the order of the buyer this mean no stock items and or standard packing-label, the buyer shall not be entitled to return the goods and receive any refund, unless the goods are damaged caused by shipper, the goods will be exchanged only. MTS does not accept any returns for any custom (private labeled) orders. If the goods are damaged occurred by a shipping or manufactory problem seller will exchange the defected goods after receiving the goods back to the sellers location for inspection. Buyer is responsible to ship the goods back to sellers premises under buyer’s expenses. When confirmed by the seller, the fee to send the damaged goods back to the sellers warehouse will be refunded to the buyer account. It’s the buyers responsibility to get an authorization code from the seller in order to return damaged or undamaged goods. Without authorization code, returned goods are not accepted by the seller. The authorization code will be and via email. Buyer is responsible to ship the damaged or undamaged goods to the address specified by the seller.
The statutory rights of the Buyer are unaffected.
Subject to any special terms agreed in writing between the Buyer and the Seller (Order Form / Commercial Invoice)
10.5 Seller always seek buyer approval for custom orders either via final samples or via samples matching the order specifications (refer to the signed order form) to avoid wrong production. A wrong production is therefore impossible. Private labels must be signed by the buyer, before the seller start production to avoid miscommunication and wrong production. After artwork approval, no changes can be made without additional cost. Product specification changes are only accepted for free by the seller if the production did not start or if the specific raw material is not ordered yet by the seller.
The Seller provides no additional guarantees.
12.Confidentiality, Publications and Endorsements
12.1 The Buyer undertakes to the Seller that:-
12.1.1 the Buyer will regard as confidential the contract and all information obtained by the Buyer relating to the business and/or products of the Seller and will not use or disclose to any third party such information without the Seller’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer’s default;
12.1.2 The Buyer will not use or authorize or permit any other person to use any name, trademark, house mark, emblem or symbol which the Seller is licensed to use or which is owned by the Seller upon any premises note paper visiting cards advertisement or other printed matter or in any other manner whatsoever unless such use shall have been previously authorized in writing by the Seller and (where appropriate) its Licensor;
12.1.3 The Buyer will use all reasonable Endeavors’ to ensure compliance with this Condition by its employees, servants and agents.
12.2 This Condition shall survive the termination of the Contract.
13.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or sent by electronic mail:
13.1.1 (in case of communications to the Seller) to its registered office or such changed address as shall be notified to the Buyer by the Seller; or
13.1.2 (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Seller by the Buyer.
13.2 Communications shall be deemed to have been received:
13.2.1 If sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); or
13.2.2 If delivered by hand, on the day of delivery; or
13.2.3 If sent by fax or electronic mail on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.
13.3 Communications addressed to the Seller shall be marked for the attention of P&S Product’s admin.
14.1 In the event that either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout (subject to Sub-clause 14.2 The party shall not be deemed to be in breach of its obligations under this Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.
14.2 Sub-clause 14.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.
14.3 Each party shall be liable to pay to the other damages for any breach of this Agreement and all expenses and costs incurred by that party in enforcing its rights under this Agreement.
14.4 If and when the period of such incapacity exceeds 2 months then this Agreement shall automatically terminate unless the parties first agree otherwise in writing. After that period of time all monies paid by the Buyer will be lost and non refundable.
No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
17.Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
The provisions of these Terms and Conditions are in addition to and do not affect the Buyer’s statutory rights as a consumer.
19.Governing Law and Jurisdiction
The Contract shall be governed by the laws of USA and the parties submit to the exclusive jurisdiction of the USA (NEVADA- CLARK COUNTY) courts ONLY even the delivery address and or order location is a complete different jurisdiction.
20.Health & safety
Due to the nature of some products any purchases from MTS are at the buyers own risk. BUYER IS RESPONSIBLE and must store all items in a correct and secure way. MTS CANNOT & WILL NOT be held responsible for any reason.
The official language for the website www.sofiessecret.com is English.
Please seek legal authorized translator if you don’t understand the Terms & Conditions you agree and or sign . Please be advised thanks for your understanding