All of the services available on or through the Site or otherwise offered, maintained and/or provided by us are referred to in this document as our "Services".
1. Information about us
The Services and the Site are operated and provided by Olam Holdings, Inc. (“Olam”, "We" or “Us”) on behalf of itself and its U.S. group companies. We have our office at 205 East River Park Circle, Suite 310 Fresno, CA 93720.
2. Accessing our Services
We reserve the right to withdraw access to or amend any Services that we may provide without notice (see below). We will not be liable if for any reason our Services are unavailable at any time or for any period. From time to time, we may limit or restrict access to some parts of our Services, or our entire Services, to users who have registered with us.
You must be at least 18 years old or have reached the age of majority in the jurisdiction in which you live or reside to use the Services or the Site. If you are under 18 years old or have not reached the age of majority, you must stop using/accessing this Site and using the Services immediately.
You agree to comply with any and all the guidelines, notices, operating rules and policies (if you are an Employee, this includes the Olam Information Security Policy and instructions pertaining to the use of the Services and/or access to the Site, as well as any amendments to the aforementioned, issued by us, from time to time).
You may choose or we may invite you to submit comments or ideas about improvements to the Service or the Site ("Commentary"). If you submit any Commentary to us, we will presume that your submission was voluntary and delivered to us without any restrictions on our use of the Commentary. You also agree that Olam has no fiduciary or any other obligation to you in connection with any Commentary you submit to us, and that we are free to use your Commentary or the ideas reflected in the Commentary without any attribution or compensation to you.
3. Restrictions of use
In using the Site and/or Services or any Content, you shall not, and you shall not permit anyone else to, directly or indirectly:
- • remove Olam's or any other user's trademark, copyright notice or any other proprietary notice;
- • except as authorized in the proper performance of your duties (if you are an Employee), rent, lease, distribute, resell or use the Services for other commercial purposes;
4. User accounts
Certain Services that may be made available on the Site may require creation of an account with us or for you to provide personal data. If you request to create an account with us, a username and password shall be provided by you and accepted by us in our sole and absolute discretion in connection with the use of the Services and/or access to the relevant Site. You are solely responsible for any activity on your account and we are not liable for any acts or omissions by you in connection with your account. We may at any time in our sole and absolute discretion, request that you update your personal data or forthwith invalidate the username and/or password without giving any reason or prior notice and shall not be liable or responsible for any losses suffered by or caused by you or arising out of or in connection with or by reason of such request or invalidation.
You hereby agree to change your password from time to time and to keep the username and password confidential and shall be solely responsible for the security of your account and liable for any disclosure or use (whether such use is authorized or not) of the username and/or password. You are to notify us immediately if you have knowledge that or have reason for suspecting that the confidentiality of the username and/or password has been compromised or if there has been any unauthorized use of the username and/or password or if your personal data requires updating.
You agree and acknowledge that you shall be responsible for all persons who use the Services and/or access the Site through your account. You further agree and acknowledge that you shall be bound by and agree to fully indemnify us against any and all losses attributable to any use of any Services and/ or access to the Site through your account, except where such use or access has been authorized in the proper performance of your duties (if you are an Employee).
5. Intellectual property rights
All intellectual property rights in our Site and Services, and in the Content, are owned, licensed to or controlled by us, our licensors or our service providers. Those works are protected by copyright laws and treaties around the world and we reserve the right to enforce its intellectual property to the fullest extent of the law. All such rights are reserved.
Own Use Licence
We grant you a personal, non-exclusive, non-transferable, revocable, limited right (without the right to sub-license) to access and use the Site solely for the purposes of receiving the Services or for internal business purposes.
Our status (and that of any identified contributors) as the authors of material on our Site must always be acknowledged.
Commercial Use Licence
This section applies to any use if you wish to make use of Content beyond the Own Use License granted above. Should you wish to take, produce, reproduce, alter, arrange, translate, transform, modify, share, re-interpret or create any derivative works of any Content for commercial purposes (“Adapted Content”), including by distributing or publishing such Adapted Content on your own website, app, e-mails or official printed corporate publications related thereto (“Authorized Media”), you must first obtain our express, written consent to do so (“Commercial Use Licence”) by contacting email@example.com with your request.
Your request must contain:
- • A statement detailing the purposes for which you wish to use any Adapted Content; and
- • A list of the categories of Content including specific hyperlinks or screenshots (as applicable) of the Content you wish to become Adapted Content (“Licensable Data”).
- • as applicable, you will use any pre-agreed attribution statements to acknowledge our status (and that of any identified contributors) as the authors of the underlying Content;
- • you will cooperate with us to protect the goodwill and reputation associated with Olam, its group companies, the Site and any Services and undertake and warrant that your use of the Licensed Data shall not damage, risk or harm such goodwill and reputation;
- • you will only make copies or distribute Licensed Data to the extent reasonably necessary for the Permitted Use;
- • you will not use any Licensed Data or any of our trademarks or logos on any product packaging or to make any on-pack or about-product claims in relation to your own goods or services without our separate, express written consent;
- • Upon termination or expiry of any agreed term during which you are granted a Commercial Use License, you will immediately (i) cease using the Licensed Data, (ii) use your best efforts to retrieve all distributed published materials using the Licensed Data and (iii) destroy all such materials and provide Olam with proof (acceptable to us) of destruction.
6. Third party data
Any references in our Site to third-party data are provided for your information only. We have no control over third-party data, and accept no responsibility for them or for any loss or damage that may arise from your use of them. As we have no control over the third-party data and have not independently verified the accuracy of the third-party data, you acknowledge and agree that we are not responsible for the availability or accuracy of the third-party data.
7. Representations and warranties
When you access our Site and/or use our Services, you hereby represent and warrant that:
if you are an individual:
- • you are at least 18 years of age or have reached the age of majority in the jurisdiction in which you live or reside;
- • you are capable of entering into and performing legally binding contracts under Applicable Law; and
all information which you provide is accurate, up to date, truthful and complete;
if you represent a corporate entity:
that entity is duly organized, validly existing and in good standing under the laws of the state, province or country of its incorporation, and such state, province or country is not sanctioned by the United States Office of Foreign Assets Control (OFAC); and
- • all information which you provide is accurate, up to date, truthful and complete.
8. Reliance on information posted
Commentary and other materials posted on our Site are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed upon such materials by any visitor to our Site, or by anyone who may be informed of any of its contents.
9. Our Site changes regularly
We aim to update our Site regularly, and may change the content at any time. If the need arises, we may suspend access to our Site, or close it indefinitely. Any of the material on our Site may be out of date at any given time, and we are under no obligation to update such material.
We do not warrant or represent that the Site or Services will be compatible or interoperable with your device or any other piece of hardware, software, equipment or device installed on or used in connection with your device. Furthermore, you acknowledge that compatibility and interoperability problems can cause the performance of your device to diminish or fail completely, and may result in permanent damage to your device, loss of data located on your device, and corruption of the software and files located on your device. You acknowledge and agree that Olam and its subsidiaries, affiliates, partners, suppliers and licensors shall have no liability to you for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.
11. Our liability
To the extent permitted by Applicable Law, we shall not give any guarantees, conditions or warranties:
- • as to the accuracy, reliability or correctness of any data provided through the Services;
- • that the Services will function in an uninterrupted manner or be secure or free from errors; and
- • that the Services will be free of viruses or other harmful code.
The Services are provided on an "as is", "as available" and "with all faults" basis without warranties of any kind either express or implied. To the extent permitted by Applicable Law, we disclaim all warranties, express or implied, including without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement or other violation or rights.
To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude any liability for any indirect or consequential loss or damage incurred by any user in connection with our Site or in connection with the use, inability to use, or results of the use of our Site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
- • loss of income or revenue;
- • loss of business;
- • loss of profits or contracts;
- • loss of anticipated savings;
- • loss of data;
- • loss of goodwill;
- • wasted management or office time; and
- • for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under Applicable Law.
13. Information about you, others and your visits to our Site
If you are provided with access to (or are providing Olam with access to) any Personal Data of any third-party in connection with your access to any Site and/or Service, you agree to comply with the Data Sharing Terms at Annex A.
14. Viruses, hacking and other offences
You must not misuse our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of service attack.
We will report any breach of this provision to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site and Services will cease immediately.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Site or to your downloading of any material posted on it, or on any website linked to it.
15. Linking to our Site
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
16. You must not establish a link from any website that is not owned by you.
Our Site must not be framed on any other site, nor may you create a link to any part of our Site other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy set out at Annex B.
If you wish to make any use of material on our Site other than that set out above, please address your request to firstname.lastname@example.org.
17. Links from our Site
Where our Site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. As we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources and are not responsible or liable for any content, advertising, information, products, services or other materials on or available from such sites or resources.
18. Jurisdiction and applicable law
19. Dispute resolution
Any terms or conditions that are contained in any purchase order or in any other document that is issued by you or in correspondence or documents passing between Olam and you will have no effect, and will not affect any agreement between the parties, even if Olam has had notice of those terms or conditions and do not constitute an offer or a counter-offer by Olam.
Neither party will be liable for any delays in processing or other non-performance caused by telecommunications, utility, failures, or equipment failures; labour strife, riots, war, or terrorist attacks; non-performance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control.
23. Your concerns
If you have any concerns about material which appears on our Site, please contact email@example.com.
We shall provide all notices to you at the email address or physical address that you have provided to us. You are solely responsible for keeping that information current with us. You hereby agree that all agreements, notices, disclosures, and other communications that we provide electronically to you satisfy any legal requirement that such communications be in writing.
3. In these Data Sharing Terms the following words and phrases shall have the following meanings, unless inconsistent with the context or as otherwise specified:
"Data Protection Legislation" means all laws, rules, regulations, directives and governmental requirements relating in any way to the privacy, confidentiality, security, integrity and protection of Personal Data in force from time to time in those parts of the world in which the parties operate and/or Process Personal Data (either directly or through a third party);
"Data Controller", "Personal Data", “Personally Identifiable Information” and "Process/Processing" shall be interpreted in accordance with applicable Data Protection Legislation; and
"Individual Data" means any and all Personal Data/Personally Identifiable Information relating to the data subjects as provided by Olam, whether on or through the Site or otherwise, including non-Personal Data/non-Personally Identifiable Information that may, in combination with any other data made available on the Site, amount to Personal Data/Personally Identifiable Information.
“parties” means you and Olam and “party” means either you or Olam, as the context so requires.
“SCC” means the European Commission’s standard contractual clauses for the transfer of Personal Data from the European Union to processors established in third countries (Data Controller-to-Processor transfers), as set out in the Annex to Commission Decision 2010/87/EU.
4. Olam shall retain ownership of Individual Data shared with you regardless of the right to access and use granted to you and you shall not use Individual Data without Olam’s express written permission or in a manner inconsistent with any such permission granted to you. Further, when using Personal Data/Personally Identifiable Information and/or Olam Data, you shall clearly attribute the source of such Personal Data/Personally Identifiable Information and/or Olam Data in a manner approved by Olam.
6. You shall undertake to procure all necessary consents from the relevant data subjects and Olam for use of Individual Data by you for purposes beyond the current Permitted Use. If you wish to confirm whether a proposed use is a Permitted Use or wish to obtain additional consents, you may contact us and inquire accordingly.
7. You acknowledge that the Individual Data has been collected in a lawful manner in accordance with applicable Data Protection Legislation, Olam’s Privacy Statement and any personal information collection notice provided to data subjects, a copy of which shall be provided to you upon request.
9. Each party acknowledges, as independent Data Controllers, that they may respectively use third party Processors to process Personal Data in connection with the Permitted Use. In doing so, you shall comply with Olam’s Privacy Statement and will ensure that any third party Processors, authorized by you to process any Individual Data are subject to appropriate confidentiality obligations, will comply with their obligations as Processors under applicable Data Protection Legislation and will promptly notify you (who shall promptly notify Olam) in the event of a data breach.
10. Each party shall promptly provide the other party such reasonable cooperation, information and assistance as required from time to time to enable such other party to comply with its obligations under applicable Data Protection Legislation.
11. The parties shall not knowingly perform their obligations under these Data Sharing Terms in such a way as to cause the other party to breach any of its obligations under applicable Data Protection Legislation.
12. Each party shall at all times have in place appropriate technical and organisational security measures so that Individual Data is protected against unauthorized or unlawful processing and against accidental loss, destruction or damage.
13. If any party is provided with anonymized Individual Data, that party will not attempt to reverse-engineer, recreate, combine with any other dataset, or otherwise reidentify any data subject from the anonymized Individual Data.
14. Where you are established in the United Kingdom or the European Union or are otherwise bound by the General Data Protection Regulation 2016/679 (GDPR), you will not (and will not permit your contracted Processors to) transfer or otherwise process Individual Data outside the European Economic Area (EEA) unless it complies with section 9 above, the GDPR and any other applicable Data Protection Legislation.
15. If any Individual Data transfer between Olam and you legally requires execution of SCC in order for Olam or you to comply with applicable Data Protection Legislation, the parties will complete and execute the SCC and take all other actions required to legitimize the transfer.
16. Each party will be liable to the other party for damages it causes by any breach of these Data Sharing Terms. Liability as between the parties is limited to actual damages suffered. Indirect or consequential losses, loss of profits, loss of reputation and punitive damages are specifically excluded. Each party will be liable to data subjects for damages it causes by any breach of third-party rights under these Data Sharing Terms.
17. Without prejudice to any rights that have accrued under these Data Sharing Terms or any of its rights or remedies, either party may terminate these Data Sharing Terms with immediate effect by giving written notice to the other party if the other party commits a breach of these Data Sharing Terms.
19. No waiver of any breach of any provision of these Data Sharing Terms or performance obligations hereunder shall be effective unless specifically made in writing.
By accessing the Site and/or using the Services, you are agreeing to these Terms of Service. If you do not understand or agree to these Terms of Service, please do not use the Services. If you use the Services on behalf of a company or other entity, then any reference to you includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms of Service and (b) you agree to these Terms of Service on the entity’s behalf.
1.1 You may purchase certain products or services through the Site, including products or services of third parties that are offered through the Site (“Offerings”). Payment may be made by credit card, debit card, PayPal, wire transfer or other means that we may make available.
1.2 Orders will not be processed until payment has been received in full and any holds on your account by PayPal or any other payment processor are solely your responsibility as Olam is not a party to any agreement between you and the payment processor. Olam reserves the right to charge you an interest rate of up to fifteen percent (15%) for any unpaid invoices.
1.3 You acknowledge and agree that all information you provide with regard to a purchase of Offerings, including but not limited to credit card, PayPal or other payment information, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor, including but not limited to any credit card you provide when completing a transaction. By providing any such information to Olam, you authorize Olam to store and use such information and payment methods for purchases made through the Site.
1.4 When you purchase Offerings, you (a) agree to pay the price for such Offerings as set forth on the Site, including all shipping charges, handling charges and all applicable taxes in connection with your purchase (the “Full Purchase Amount”) and (b) authorize us to charge your credit card or other payment method for the Full Purchase Amount. All fees and charges are payable in accordance with payment terms in effect at the time the fee or charge becomes payable.
1.5 The Services may allow you to purchase Offerings and designate them to be delivered or provided at a future date. In such instance, you acknowledge and agree that we may charge your credit card or other payment method for the Full Purchase Amount on the date of purchase, rather than on the date of delivery or provision of the applicable Offering.
1.6 We reserve the right, with or without prior notice and in our sole and complete discretion, to (a) discontinue, modify, or limit the available quantity of any Offerings and (b) refuse to allow you to purchase any Offering or delivery such Offering to you or your designated address.
2. Letter of Credit and Security
2.1 Where payment by letter of credit is stipulated, payment must be made by confirmed irrevocable letter of credit established for the credit of the bank that we nominate, and be irrevocable, confirmed and without recourse and otherwise in the form satisfactory to us.
2.2 If Olam requires you to post security for payment, you shall post such security before the Products are loaded for shipment. In the event of your failure to comply with these Terms of Service, Olam has the right, in addition to any other rights or remedies provided by contract or law, to declare the entire balance of your account immediately due and payable or to foreclose any security interest that Olam may have in the Products.
3. Changes and Pricing
3.1 Olam may, at any time, revise or change the pricing, availability, specifications, content, descriptions or features of any Offerings.
3.2 Olam reserves the right to change prices for Offerings at any time and to correct pricing errors that may inadvertently occur and to cancel any orders in our sole discretion that were purchased with pricing errors. All such changes shall be effective immediately upon posting of such new Offering prices and/or upon making you aware of the pricing error.
3.3 Olam does not warrant that Offering descriptions are accurate, complete, reliable, current or error-free.
3.4 The inclusion of any Offerings for purchase through the Site and Services at a particular time does not imply or warrant that the Offerings will be available at any other time.
4. Third-Party Offerings
4.1 The Site may operate as a third-party marketplace where some of the Offerings available on the Site are offered directly by third-party suppliers. By purchasing an Offering from such a third-party supplier, you acknowledge that all such orders will be fulfilled by the third-party supplier and not by Olam, including without limitation, all processing, shipping, returns, warranties, recalls and customer services.
4.2 Olam makes no representations or warranties with respect to such Offerings. Rejected Offerings from third-party suppliers must be returned directly to the third party and cannot be returned to Olam.
5. Promotional Codes
5.1 Olam may offer certain promotional codes, referral codes, discount codes, coupon codes or similar offers (“Promotional Codes”) that may be redeemed for discounts on future Offerings, or other features or benefits related to the Services, subject to any additional terms that the Olam establishes.
5.2 You agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by the Olam; (d) may be disabled or have additional conditions applied to them by the Olam at any time for any reason without liability to the Olam; (e) may only be used pursuant to the specific terms that the Olam establishes for such Promotional Code; (f) are not valid for cash or other credits or points; and (g) may expire prior to your use.
6. Order Acceptance
6.1 Following receipt of your order for an Offering, Olam will provide you with an order confirmation. An order confirmation is an acknowledgment of our receipt of your order and neither signifies our acceptance of your order and nor constitutes confirmation of our offer to sell.
6.2 Olam reserves the right at any time after receiving your order to accept or decline it at our sole discretion. If we cancel an order after you have been billed, we will refund the billed amount.
7.1 This section does not apply to orders of Offerings offered by third-party suppliers, which shall be shipped, delivered, and otherwise fulfilled in accordance with the policies of such third-party suppliers unless otherwise agreed by us.
7.2 Offerings may be picked up by you at one of Olam’s facilities or may be shipped to an address designated by you, so long as such address is accurate and complete. If Olam is expected to deliver the Offerings, Olam will use commercially reasonable efforts to deliver you the Products on a timely basis, but you agree that time is not of the essence. You will be responsible for any shipment or delivery fees.
7.3 All deliveries made by Olam shall be made pursuant to a shipment contract with a carrier. This means that title and risk of loss for any purchase of physical product Offerings pass to you upon our delivery to our carrier. Tracking may be available at our carrier’s website, though we make no warranties regarding its availability. Olam reserves the right to ship partial orders (at no additional cost to you.
7.4 You are not allowed to give Olam the personal information of any persons under the age of majority for delivery or shipping purposes or any other reason.
7.5 You have fifteen (15) days from the date of delivery to inspect and reasonably reject the Offerings, if the Offerings materially differ from the description on the Site or are otherwise materially defective. After the expiry fifteen (15) days from the date of delivery, all sales will be deemed accepted and final. If you reject the Products in accordance with the foregoing, you will give Olam a reasonable opportunity to replace the rejected Offerings prior to requesting a refund. Rejected Offerings will be disposed of or returned at Olam’s sole discretion.
8. Contract for Purchase and Sale of Goods
8.1 Where you (or the entity you are representing) enter into a separate contract with Olam for the purchase and sale of Offerings via the Site, any conflict between these Terms of Service and the said contract for purchase and sale shall be resolved in favour of the contract for purchase and sale.
9. Anti-Bribery and Corruption
9.1 By using the Site, you agree, represent and warrant that you are familiar with the applicable anti-bribery and corruption and anti-money laundering legislation (“Anti-Bribery Laws”) and that you are aware that Anti-Bribery Laws prohibit, under the threat of severe penalty, the payment or giving of anything of value, either directly or indirectly through other parties, to an official of a foreign government (including officers and managers of government-owned or controlled companies) for the purpose of influencing them in their official capacity. You agree not to use any funds received in violation of Anti-Bribery Laws to purchase Offerings and further agree not to use any Offerings that you receive from the Site for any purpose that violates the Anti-Bribery Laws.
9.2 By using the Site, you agree, represent and warrant that you will not use any Offerings received through the Site if you are the subject of any export or re-export control or trade sanctions laws, regulations, rules, licenses, boycotts and embargoes, including without limitation those of the European Union, United Kingdom, United States, Switzerland or the country where you are using the Site (“Sanctions”). You must comply with all applicable Sanctions.
9.3 You acknowledge that Offerings sold on the Site are subject to customs and export control laws and regulations of the country in which the Offerings are purchased and may also be subject to customs and export laws and other regulations of the country in which the Offerings are manufactured and/or received and you agree to comply with all such applicable laws.
10. Warranties and Limitation of Liability
10.1 ANY APPLICABLE WARRANTIES ARE CONTINGENT UPON YOU FULFILLING YOUR RESPONSIBILITY TO MAKE YOUR OWN EXAMINATIONS AND CONDUCTING YOUR OWN TESTS. YOU WARRANT THAT YOU WILL MITIGATE ANY LOSS OR DAMAGE THAT YOU MAY SUFFER UNDER THESE TERMS OF SERVICE OR OTHERWISE RELATED TO THE OFFERINGS, AND THAT, TO THE EXTENT APPLICABLE YOU WILL FOLLOW ANY OF OLAM’S INSTRUCTIONS REGARDING THE HANDLING, STORAGE, COOKING AND SERVICING OF THE OFFERINGS AND COMPLYING WITH ALL REGULATORY AND STATUTORY LAWS AND INDUSTRY PRACTICES FOR FOOD HANDLERS.
10.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY, OLAM’S TOTAL LIABILITY FOR ANY LOSSES OR BREACH OF WARRANTIES HEREIN, OR FOR ANY CLAIM RELATED TO THE OFFERINGS, OR THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, INDEMNIFICATION OBLIGATIONS HEREIN, SHALL BE LIMITED TO YOUR PURCHASE PRICE OF THE PRODUCTS FOR THE ORDER RELATED TO THE CLAIM (THE “CAP”). THE FOLLOWING CLAIMS HOWEVER SHALL NOT BE SUBJECT TO THE CAP: (I) DEATH OR INJURY FROM A PARTY’S NEGLIGENCE, (II) FRAUD OR FRADULENT MISREPRESENTATIONS, AND (III) ANY MATTER FOR WHICH IT IS NOT PERMITTED BY LAW TO EXCLUDE OR LIMIT OR ATTEMPT TO EXCLUDE OR LIMIT, LIABILITY.
12.1 This section does not apply to orders of Offerings offered by third-party suppliers which shall be subject to the recall policies of such third-party suppliers. You acknowledge and agree that Olam has no obligation or responsibility for recalls of Offerings supplied by third-party Suppliers.
12.2 With respect to Offerings supplied by Olam, you have the right to initiate and direct any recall, market withdrawal, stock recovery, product correction, or advisory safety communication (a “Recall Action”) regarding the Offerings or any product incorporating the Offerings. In the event of a Recall Action of for defective Offerings, you and Olam will diligently and in good faith work together to determine the cause of the defect, and the manner, text, and timing of any publicity to be given such matters.
12.3 In case a Recall Action is caused solely by Offerings that were defective as supplied by Olam under these Terms of Service, your exclusive remedy shall be, at Olam’s option, to either replace the defective Offerings or refund the purchase price for the defective Offerings and pay the reasonable cost of: (i) preparing, printing and mailing a recall notice to inform distributors and customers of the nature of the Recall Action, (ii) freight to replace the defective Offerings, and (iii) reasonable labor costs and expenses to perform in-field replacement activities, if any, for defective Offerings. All press or other inquiries relating to a Recall Action shall be dealt with by you and Olam together in good faith and no public statement shall be made absent mutual written agreement.
13. Applicable Law and Dispute Resolution
13.1 These Terms of Service shall be governed by the laws of the State of California. Subject to section 12.2, the courts of the State of California will have non-exclusive jurisdiction over any claim arising from, or related to, these Terms of Service although we retain the right to bring proceedings against you for breach of these Terms of Service in your country of residence or any other relevant country.
13.2 If any dispute arises with Olam under or in relation to these Terms of Service, it shall first be referred to Olam. If the we are unable to resolve the dispute within 20 days of referral, then such dispute shall be referred to and finally resolved by arbitration in California in accordance with the JAMS Rules for the time being in force which rules are deemed to be incorporated by reference in this clause. The tribunal shall consist of 1 arbitrator to be jointly appointed by the parties. The language of the arbitration shall be English. Nothing in this clause prevents either you or Olam from seeking urgent or similar interim relief from a court of competent jurisdiction.