Terms & Conditions

Acceptance of Customer’s order is conditional on Customer’s assent to the following terms and conditions which supersede the terms and conditions of the Customer’s purchase order forms, invoices, or other documents, if any.  Any provision of such Customer document’s which conflicts with these terms and conditions shall be ineffective and these terms and conditions shall govern unless Clean Life (the “Company”) shall subsequently agree otherwise in writing.

1. Terms. These Terms and Conditions govern the sale of the Company’s products, and except as otherwise specifically provided herein, apply to all sales, including all online orders and wholesale orders.
2. Payment Terms.
1. Online Orders. For all online orders, payment in full shall be due at checkout. No order will be completed or considered final until such payment is made.
2. Wholesale Orders. Unless otherwise stated or agreed to by the parties, payment terms are net 30 days subject to approval by the Company of amount and terms of credit. Company reserves the right to require payment in advance or C.O.D. and otherwise modify credit terms. Additionally, Company reserves the right to include freight surcharges on any invoices sent to Customer, such freight surcharges are set forth on Exhibit A to these Terms & Conditions. When partial shipments are made, payments therefore shall become due in accordance with the designated terms, upon submission of invoices therefore, without regard to prior or subsequent deliveries. Delay in delivery of a partial shipment shall not relieve Customer of its obligations to accept remaining deliveries. If at the request of customer, shipment is postponed for more than thirty (30) days, payment will become due thirty (30) days after notice to Customer that products are ready for shipment, unless otherwise agreed to by the parties. Any payments made via credit card will be subject to a 3.8% fee. Customer shall pay interest on all late payments at the lesser of the rate of 2% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse the Company for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees, or alternatively, Company may include such costs on a subsequent invoice sent to Customer. In addition to all other remedies available under these terms or at law (which the Company does not waive by the exercise of any rights hereunder), the Company shall be entitled to suspend the delivery of any products if Customer fails to pay any amounts when due hereunder and such failure continues for 10 days. Any future delivery dates of the products to Customer shall be adjusted accordingly.
3. Overseas Deliveries. Except as otherwise agreed to in writing between Company and Customer, to the extent the Company extends any type of credit or financing to Customer for products sourced from Asia, payment for such products shall be paid within 30 days after the products are delivered to the applicable shipping port in Asia, regardless as to when the products are actually delivered to Customer. This provision shall not apply if at the time of the order, Company has such products in its inventory.
3. DISCLAIMER: THE PRODUCTS ARE COVERED BY THE SPECIFIC MANUFACTURERS' WARRANTIES, IF ANY, AS PROVIDING IN WRITING BY THE COMPANY.  TO THE EXTENT PERMITTED BY LAW, ALL PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND.  THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATABILITY AND NONINFRINGEMENT. This disclaimer includes any oral warranties or representations, not expressly designated in writing as a "warranty" or "guarantee" of Clean Life, made or implied by any agent, employee, subcontractor, manager, director and/or representative of Clean Life. THIS DISCLAIMER SHALL NOT, HOWEVER, AFFECT ANY OF THE MANUFACTURERS' WARRANTIES, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.
4. PPE & UVC Products. BY PURCHASING PPE & UVC PRODUCTS FROM THIS SITE, YOU AGREE TO THE FOLLOWING TERMS: GOODS PURCHASED ONLINE ARE NOT GUARANTEED TO PREVENT INFECTION OR SPREAD OF THE CORONAVIRUS, COVID-19 OR OTHER INFECTIONS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ABOUT COMPLETENESS, ACCURACY, RELIABILITY, SUITABILITY OR AVAILABILITY CONCERNING THE GOODS. COMPANY WILL NOT BE RESPONSIBLE FOR ANY DAMAGE AND YOUR USE OF ANY ONE OR MORE PRODUCTS IS ENTIRELY AT YOUR OWN RISK. BUYER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS AND PERMITTED ASSIGNS AGAINST ANY AND ALL LOSSES OR EXPENSES OF WHATEVER KIND, INCLUDING ATTORNEYS' FEES, RELATING TO, ARISING OUT OF OR RESULTING FROM USE OF THE GOODS.
5. Advice and Assistance: UPON REQUEST, THE COMPANY, IN ITS SOLE DISCRETION, MAY FURNISH AS AN ACCOMMODATION TO CUSTOMER TECHNICAL ADVICE AND/OR ASSISTANCE REGARDING THE PRODUCTS OR SERVICES FURNISHED. HOWEVER, THE COMPANY ASSUMES NO AND SHALL HAVE NO OBLIGATION AND DISCLAIMS, AND CUSTOMER HEREBY RELEASES COMPANY FROM, ALL LIABILITY FOR ANY ADVICE AND/OR ASSISTANCE GIVEN AND/OR RESULTS OBTAINED THEREBY.  Any action taken by Customer, which is in any way influenced by the Company’s advice and/or assistance, is at your sole risk.
6. Pricing and Availability: The Company shall have the right to refuse or cancel any orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, the Company shall issue a credit to your credit card account in the amount charged.
7. Taxes:  All taxes and other charges imposed by present and future federal, state, local or foreign governments on the manufacture, sale, shipment, import, export, use or installation of the products or services shall be paid solely by Customer. Unless otherwise specified, prices do not include such taxes. You shall defend, indemnify and hold harmless the Company from and against all liabilities for such taxes, charges, attorney's fees and/or costs incurred by the Company in connection therewith.
8. Indemnification: You hereby agree to indemnify, defend, and hold the Company, our licensors, licensees, distributors, agents, representatives and other authorized users, and each of the foregoing entities' respective resellers, distributors, service providers and suppliers, and all of the foregoing entities' respective officers, directors, owners, employees, agents, representatives and assigns (collectively, the "Indemnified Parties") harmless from and against any and all losses, damages, liabilities and costs (including settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of (i) any breach by Customer of these terms of use or claims arising from your use of our website and/or your account(s), (ii) Customer’s failure to follow specifications, instructions, warnings or recommendations furnished by the Company and/or the manufacturer, (iii) Customer’s failure to comply with all applicable legal requirements, including, but not limited to, Uniform, national and/or local building codes, (iv) intentional and/or negligent misuse of the goods by you, (vi) any misrepresentation and/or omission by Customer, (vii) the sole or contributing negligence of Customer, or (vii) the alleged infringement of any patent, trade mark or copyright as a result of the Company’s performance in accordance with Customer’s designs, plans or specifications. Customer hereby waives and releases the Company from all rights of contribution or indemnity to which Customer may otherwise be entitled. As used in this paragraph, the term "you" and “Customer” shall mean you and your agents, officers, directors, employees, subcontractors, parents, subsidiaries, divisions, affiliates, heirs and assigns.
9. Limitation of Liability: The Company’s liability on any claim of any kind, including negligence, with respect to any goods and/or services provided to Customer, shall in no case exceed the price of the product or services or part thereof which gives rise to the claim.  IN NO EVENT SHALL CLEAN LIFE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR FOR DAMAGES IN THE NATURE OF PENALTIES.
10. Proprietary Rights: All drawings, inventions or related materials made by or for the Company in connection with the performance of any order placed by Customer shall be the Company’s property.  Unless otherwise noted, all materials, including images, illustrations, designs, icons, photographs, video clips, and written and other materials that appear as part of this Site (collectively, the "Contents") are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by the Company or its manufacturers.
11. Patents: Since the products sold by the Company are not manufactured by it, but are sold under their respective manufactures brand or trade names, the Company hereby disclaims any and all warranties against patent infringement. The Company shall have no duty to defend, indemnify, or hold you harmless from and against any or all damages and cost incurred by you arising from the infringement of patents or trademarks or the violation of copyrights by the products sold hereunder.
12. Loss, Damage or Delay: The Company shall not be liable for loss, damage, detention, or delay resulting from causes beyond its reasonable control, or from strikes, work stoppages, or other action by workers, any act or omission of Governmental authority, Customer’s acts, insurrection or riot, war, epidemic or pandemic, embargo, car shortage, wreck, or delay in transportation, or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources, acts of God and/or nature; provided, that no such events shall limit or delay Customer’s payment obligations. All shipment, delivery and/or performance dates are estimates only and are not guaranteed and the Company shall have no liability for, and you hereby release the Company from, any liability incurred thereunder. We reserve the right, at any time and from time to time and without liability from Customer: 1) to delay performance, 2) to partially perform and/or cancel any portion of our performance, and 3) to allocate available quantities among our customers in any manner we deem reasonable. Cancellation of any part of an order shall not affect your duty to pay for our performance of any other part hereunder.
13. Shipping Terms. All deliveries shall be made FOB shipping location. Title to products shipped under any order passes to Customer upon Customer’s payment in full for the products. Risk of loss or damage passes to Customer upon delivery to the carrier.
14. Return Policy: The Company will only accept products purchased from the Company. For a returned product to qualify for credit the product must be in new condition and must not have been used, installed, modified, altered or damaged.  Products must be in the original packaging if applicable. Customer shall bear the risk for loss or damage during shipment to the Company. No returns will be accepted without a Return Material Authorization (“RMA”).  Customer must contact the Company to receive an RMA within fourteen (14) days of the ship date in order for Customer to be issued a credit, subject to the terms and conditions listed below. COD shipments will not be accepted under any circumstances. Returns for products that are not incorrect or defective as defined below are subject to a 10% restocking and Customer shall be responsible for all associated shipping and freight expenses.
1. Incorrect Material. Upon determination that the Company has shipped incorrect product a RMA will be issued which authorizes the return of the material for credit and the Company shall assume responsibility for reasonable outbound and inbound transportation charges incurred in the transactions. Customer has an obligation to ascertain the correctness of the material before any attempt is made to install it. Therefore, the Company will not accept the return of, nor issue an RMA or credit for any materials, which bear any appearance of having been installed, totally or in part, nor will transportation expenses be allowed.
2. Defective Products. Defective returns are only permitted for products purchased from the Company that are inoperable or do not function in accordance with the specifications published by the manufacturer and are covered under the manufacturer’s warranty. All defective returns are subject to more restrictive manufacturer policies. The Company reserves the right to perform any tests it deems necessary, on site or on the Company’s premises, as applicable, on any material claimed to be defective. Defective products will be eligible for credit if the material is found to be within the warranty upon return or inspection by the manufacturer or manufacturer’s representative. Customer credit will be issued after the Company Energy receives the manufacturer’s credit.
3. Return of Stock Products. For returns for products in stock, once the product is received, inspected, and otherwise determined to be in original resalable condition, a credit equal to the purchase price of the material less a restocking charge, if applicable, will be issued.
4. Return of Special Order (Non-Stock) Products. For special orders (non-stock) returns, Customer credit will be issued only if and when the Company receives a manufacturer’s credit. Customers are responsible for all transportation, handling and manufacturer’s charges.
5. Made-to-order Products. All made-to-order products are final sale and are not cancelable once the order is place. There will be no authorization issued for return of any material custom made or built-to-order.
6. Additional Conditions:
1. All requests for return must be made within fourteen (14) calendar days from the date the material is received.
2. An RMA must be issued by the Company or the material will be rejected.
3. All authorized returns must be received by the Company within thirty (30) calendar days from the date of issuance of an RMA.
4. Notwithstanding anything to the contrary, the Company reserves the right not to authorize the return of products that are no longer in production or are being produced by a manufacturer that (i) is insolvent, (ii) has declared bankruptcy, or (iii) will not accept returns from the Company.
5. Some manufacturers charge a restocking fee or have more specific guidelines than listed above. If you return an item with a restocking fee, it will be deducted from the refund.
7. Termination: Except as otherwise stated herein, Customer may not cancel this contract except with the written consent of the Company.  In the event of unauthorized cancellation or other breach by Customer, the Company’s damages shall include, but are not limited to the following:
1. Invoice price of all goods which have been identified to the contract, whether such goods have been delivered to Customer or not.
2. Actual costs incurred by Company for goods not completed, which are allocable to the balance of the contract, including the cost of discharging Company’s liabilities which are so applicable, and the costs of materials on hand which were acquired or produced in connection with this order, plus a reasonable allowance for profit in connection with this order, plus a reasonable allowance for profit in connection with partially finished work and materials.
3. A reasonable allowance for profit in connection with goods called for under the contract, but with respect to which production has not yet begun at the time of cancellation or other breach.
4. Reasonable cost of collection incurred by the Company, including accountants and attorneys’ fees.
5. The remedies herein reserved by Company shall be cumulative and in addition to any other legal remedies or remedies set forth herein.
8. Miscellaneous: This contract constitutes the entire agreement between the Company and Customer relating to the goods and/or services covered hereunder. No modifications shall be binding upon the Company unless in a writing signed by the Company’s duly authorized representative.  No waiver by the Company of any default or any section hereunder shall be deemed a waiver of any subsequent default or any other section of this contract and in the event of such waiver, this agreement shall otherwise remain in full force and effect.  Captions used herein shall have no substantive significance.
9. Governing Law/Venue: This instrument, the relative rights of the Company and Customer, and the terms and provisions of this Invoice shall be governed by, and construed in accordance with the laws of the State of Ohio. Venue is hereby agreed for such purposes to be in Cleveland, Ohio.

^{Updated August 13, 2021}