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PURHEART, LLC – B2B Terms and Conditions of Sale 

Effective Date: January 3, 2026 

These Terms and Conditions of Sale (“Terms of Sale”) govern all purchases of products from PURHEART, LLC (“PurHeart,” “we,” “us,” or “our”) by business customers (“Customer,” “you,” or “your”). By placing an order with PurHeart, you agree to be bound by these Terms of Sale. 

These Terms of Sale apply to all products sold by PurHeart, including our medical device gel packs, which are manufactured as OEM products, U.S. patented, and international patents pending. PurHeart does not offer private labeling; all products are sold under the PurHeart brand. 

Orders 

  • Acceptance of Orders: All orders are subject to acceptance by PurHeart. PurHeart reserves the right to refuse or cancel orders at any time for any reason, including regulatory compliance, product availability, or credit considerations. 

  • Order Modifications: Changes to an order, including quantity, product type, or shipping address, must be approved in writing by PurHeart. 

  • Minimum Orders: Certain products may be subject to minimum order requirements, as indicated on the PurHeart website or in quotation materials. 

Pricing and Payment 

  • Prices: All prices are listed in U.S. dollars unless otherwise agreed in writing. Prices are exclusive of taxes, duties, shipping, insurance, and other charges, which are the responsibility of the Customer. 

  • Payment Terms: Unless otherwise specified in writing, invoices are due 10 days from the invoice date. PurHeart may require payment in advance or other terms for new or international customers. 

  • Late Payments: Late payments may accrue interest at 10% per annum or at the maximum rate permitted by law and may result in suspension of shipment or services until payment is received. 

Delivery and Shipping 

  • Delivery Terms: Shipping terms are FOB PurHeart facility, unless otherwise agreed. Risk of loss or damage passes to Customer upon delivery to the carrier. 

  • Shipping Estimates: Delivery dates are estimates only. PurHeart is not liable for delays due to carrier issues, regulatory approvals, or other factors beyond our control. 

  • International Shipments: Customer is responsible for complying with all import/export laws, taxes, duties, and other requirements of the destination country. PurHeart does not assume liability for delays or costs associated with customs or regulatory compliance. 

Title and Ownership 

  • Retention Title: All products remain the property of PurHeart until full payment is received. Until title passes, Customer shall hold the products as PurHeart’s fiduciary agent and store them separately from other goods. 

  • Product Use and Restrictions 

  • OEM Status and No Private Labeling: PurHeart products are OEM-manufactured and sold under the PurHeart brand. Customers may not rebrand, relabel, or resell products as their own. 

  • Regulatory Compliance: Customer is responsible for ensuring that any use, distribution, or resale of PurHeart products complies with applicable federal, state, and international laws, including FDA regulations for medical devices. 

  • Quality Maintenance: The presentation and sale of products must conform to the professional level of quality specified by PurHeart. Failure to maintain these standards may result in immediate termination of the Customer's right to sell the products. 

Warranty and Disclaimer 

  • Limited Warranty: PurHeart warrants that products will conform to published specifications and be free from defects in material and workmanship under normal use for a period of [Insert Warranty Period] from shipment. 

  • Disclaimer of Other Warranties: EXCEPT AS EXPRESSLY PROVIDED IN A SIGNED WRITING BETWEEN THE PARTIES, PURHEART MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. 

Limitation of Liability 

  • Direct Damages Only: PurHeart’s liability for any claim arising out of or relating to the products or these Terms of Sale shall not exceed the purchase price paid for the affected products. 

  • Exclusion of Indirect Damages: PURHEART SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA. 

  • Customer Indemnity: Customer shall defend and hold PurHeart harmless against all claims, damages, and legal actions arising from the Customer's purchase, sale, or use of the products. 

Intellectual Property 

  • Ownership: PurHeart retains all intellectual property rights in the products, designs, patents, trademarks, and trade secrets. 

  • No License: These Terms do not grant Customer any rights to reproduce, modify, or create derivative works of PurHeart products or IP, except as expressly permitted in writing. 

  • License Grant: Subject to these Terms, PurHeart grants Customer a limited, non-exclusive, non-transferable license to use PurHeart’s product names, packaging designs, and intellectual property (“Licensed Property”) solely for the marketing and resale of PurHeart Products. 

  • Authorized Channels: Customer may only sell products through physical locations or digital domains expressly approved by PurHeart. Sales on third-party marketplaces (e.g., Amazon, eBay) are strictly prohibited without prior written consent. 

  • Unauthorized Use: Customer must promptly notify PurHeart of any unauthorized use or confusingly similar marks they become aware of in the marketplace. 

  • Confidentiality: Customer shall protect all PurHeart confidential information (including pricing and specifications) with at least reasonable care. 

Returns and Cancellations 

  • Returns: Returns are accepted only with PurHeart’s prior written authorization and in accordance with our Return Material Authorization (RMA) process. 

  • Cancellations: Orders may not be canceled without PurHeart’s prior written consent. Custom or specialty products cannot be canceled once production begins. 

Force Majeure 

  • PurHeart shall not be liable for delays or failures to perform caused by circumstances beyond reasonable control, including natural disasters, labor disputes, regulatory actions, or transportation disruptions. 

Governing Law and Dispute Resolution 

  • Governing Law: These Terms of Sale shall be governed by the laws of the State of California, USA, including conflict-of-law rules. 

  • Arbitration: Any dispute arising under these Terms of Sale shall be resolved through binding arbitration in San Francisco, California USA, under the Rules of the American Arbitration Association, incorporating UNCITRAL rules where applicable. 

Export Controls 

  • Customer agrees to comply with all applicable U.S. export control laws, including the Export Administration Regulations (EAR). Customer represents that it will not export, re-export, or transfer PurHeart products to any prohibited destinations, entities, or individuals. 

Entire Agreement 

  • These Terms of Sale, together with any quotations, order confirmations, and the PurHeart Privacy Policy, constitute the entire agreement between the parties with respect to the sale of products and supersede all prior agreements or communications.