Terms of service
Unified Terms and Conditions (Terms of Service and Terms of Sale)
Effective Date: 01-JAN-2025
Welcome to Dr. Ph. Martin's® | Mfg. Salis Int'l, Inc. ("Salis," "we," "us," or "our"). These Unified Terms and Conditions (the "Unified Terms") govern your access to and use of our website(s), online store(s), services, tools, and features (collectively, the "Services"), as well as your purchase, sale, delivery, and use of Dr. Ph. Martin’s® brand products (the "Products") through the Services, including our business‑to‑business ("B2B") portal at https://b2b.docmartins.com.
IMPORTANT — CONFLICTS: These Unified Terms merge and supersede our prior Terms of Service and Terms and Conditions of Sale. If there is any conflict between provisions, the Terms and Conditions of Sale language controls. Preservation of the details from the Terms and Conditions of Sale is paramount; where both documents speak, they are harmonized here with the Terms of Sale prevailing in the event of conflict.
0. Definitions
"Buyer" means any purchaser of Products via the Services, including purchases placed through the B2B portal and standard checkout flows. "Order" or "Purchase Order" means any order submitted through the Services for Products (including B2B purchase orders and standard cart/checkout submissions). "Agreement" means these Unified Terms. "Shopify" refers to Shopify Inc., the ecommerce platform powering our Services.
1. Overview
Dr. Ph. Martin's® | Mfg. Salis Int'l, Inc. operates this store and website, including all related information, content, features, tools, products, and services in order to provide you with a curated shopping experience. The below terms and conditions, together with any policies referenced herein (these "Unified Terms") describe your rights and responsibilities when you use the Services or purchase Products. Please read carefully; they include important information about your legal rights and cover areas such as warranty disclaimers and limitations of liability.
By visiting, interacting with, or using our Services, you agree to be bound by these Unified Terms and our Privacy Policy [LINK]. If you do not agree, do not use or access the Services.
2. Access and Account
By agreeing to these Unified Terms, you represent that you are at least the age of majority in your state or province of residence, and you have given us your consent to allow any of your minor dependents to use the Services on devices you own, purchase, or manage. All Dr. Ph. Martin’s® Products are not designed for use by children or persons under the age of 14. Products are designed for fine art use only, for use on canvas, paper, and similar fine art mediums. Products are not toys.
To use the Services, you may be asked to provide information (e.g., email address, billing, payment, and shipping information). You represent and warrant that all information you provide is correct, current, and complete and that you have all rights necessary to provide it. You are solely responsible for maintaining the security of your account credentials and for all account activity. You may not transfer, sell, assign, or license your account to any other person.
3. Our Products
We strive to provide accurate representations of our Products and Services. However, colors or product appearance may differ from how they appear on your device due to settings and configurations. We do not warrant that the appearance or quality of any Products or Services will meet your expectations or be the same as depicted online. All Product descriptions are subject to change at any time without notice at our sole discretion. We reserve the right to discontinue any Product at any time and may limit quantities offered to any person, geographic region, or jurisdiction on a case‑by‑case basis.
4. Orders; Purchase Orders and Acceptance
4.1 Submission; Offer
When you place an Order, you are making a binding, non‑revocable offer to purchase the Products listed in that Order. Orders placed through the B2B portal shall be submitted through https://b2b.docmartins.com. Buyer acknowledges that Salis is the sole manufacturer of all Products.
4.2 Acceptance; Right to Reject
No Order for Products is binding upon Salis unless and until accepted by Salis. Salis shall notify Buyer in writing of its acceptance or rejection of a Purchase Order within five (5) business days after receipt. Salis may accept or reject Orders for any reason or no reason. If Salis rejects an Order or does not accept it within the above period, Salis has no obligation to deliver any Products under that Order and shall have no liability to Buyer with respect to such Order unless otherwise indicated in the rejection notice. We must receive and process your payment before your Order is accepted.
4.3 Cancellation or Modification by Buyer
No accepted Order may be cancelled or modified by Buyer without Salis’s written consent. If Buyer does not honor the original terms of an accepted Order, reasonable cancellation or restocking charges, including all expenses and commitments made by Salis, shall be due and payable by Buyer on demand, without limitation to Salis’s other remedies.
4.4 Conflicting Terms in Buyer Documents
No term or condition set forth in Buyer’s purchase order or other documents becomes part of this Agreement unless expressly agreed by Salis in writing. Any preprinted or standard terms intended to modify, be incorporated into, be in addition to, or inconsistent with these Unified Terms are null and void, unless Salis expressly accepts them in a separate writing.
4.5 Refunds and Returns
All sales are final. No right to return Products is granted except for a manufacturing defect, subject to Salis’s verification. To the extent a separate Refund Policy is linked in the Services, it applies only to the extent not inconsistent with the foregoing, and in the event of conflict, this Section 4.5 controls.
5. Prices, Promotions, and Billing
5.1 Pricing
Prices, discounts, and promotions are subject to change without notice. The price charged for a Product is the price in effect at the time the Order is placed and will be set out in your order confirmation. Unless otherwise expressly stated, posted prices do not include taxes, shipping, handling, customs, or import charges. Prices posted in our online stores may differ from prices offered elsewhere. Promotional terms govern over these Unified Terms to the extent of conflict for that promotion only.
5.2 Binding B2B Pricing
Products shall be invoiced at the unit and total prices specified in the applicable Order as accepted by Salis. Prices are effective only at the date and time the Order is created; Salis reserves the right to adjust pricing at any time and makes no warranty that any price will remain available after submission. Buyer may view and verify current pricing at any time on the B2B portal, and the prices displayed there shall be final and binding.
5.3 Billing and Account Information
You agree to provide current, complete, and accurate purchase, payment, and account information for all purchases, and to promptly update such information. You represent and warrant that (i) the payment method information you provide is true, correct, and complete, (ii) you are duly authorized to use such payment method, (iii) charges incurred by you will be honored by your payment provider, and (iv) you will pay charges incurred at the posted prices, including shipping and handling and all applicable taxes.
6. Payment; Credit; Late Payment
Unless otherwise agreed by Salis: (a) payment must be made prior to shipment; and (b) all payments shall be in U.S. dollars unless the parties have previously agreed to transact in another currency. Salis may modify or withdraw credit terms at any time without prior notice and may require payment guarantees (e.g., bank guarantee or irrevocable standby letter of credit). Checks are accepted subject to collection; acceptance of partial payment is not a waiver of Salis’s right to payment in full.
Late Payment. Any undisputed amount due that remains unpaid for more than thirty (30) days from the invoice date (a "Late Balance") is subject to a late fee equal to 1.5% per month of the Late Balance. If a Late Balance remains past due for more than thirty (30) days beyond the invoice due date, Salis may, in its sole discretion, (i) terminate this Agreement and any related Order, and/or (ii) withhold manufacturing, supplying, or delivering any Products until Buyer pays the Late Balance and accrued late fees.
7. Taxes and Compliance
Any tax or other government charge upon the production, sale, shipment, or use of the Products that Salis is required to pay or collect from Buyer shall be paid by Buyer to Salis unless Buyer provides a valid exemption certificate acceptable to the taxing authority. Buyer is responsible for obtaining any required governmental clearances outside the United States and agrees to comply with applicable customs and import laws and to pay any duties and tariffs.
8. Shipping, Delivery, Title, and Risk of Loss
We are not liable for shipping and delivery delays; delivery times are estimates only and are not guaranteed. We are not responsible for delays caused by carriers, customs, or events outside our control.
Deliveries. Salis shall use commercially reasonable efforts to deliver Products by the delivery date indicated in an Order, but failure to do so shall not be a breach. Estimated shipping dates are based on conditions at the time the Order is received. Salis may alter delivery dates upon events which, in Salis's sole discretion, make delivery impracticable or unreasonable; Buyer agrees to hold Salis harmless from claims resulting from such changes.
Shipment; Title; Risk of Loss. All Products are delivered EXW Salis’s shipping point (Incoterms 2019) unless otherwise specified. Choice of carrier, shipping method, and route shall be at Buyer’s election unless Buyer fails to make arrangements well in advance and provide shipment confirmations, in which case Salis may make arrangements at Buyer’s expense. Title transfers to Buyer upon delivery to the carrier at the shipping point (in accordance with EXW/Incoterms 2019), and Buyer bears the risk of loss thereafter. Salis may refuse or delay shipments for Buyer’s failure to promptly pay any amounts due. Salis may deliver in a single lot or multiple lots within the delivery time, and Buyer shall pay storage charges if Products are held at Buyer’s request.
9. Intellectual Property
Our Services and their contents (including trademarks, brands, text, displays, images, graphics, product reviews, video, audio, and the design/selection/arrangement) are owned by Salis, its affiliates, or licensors and protected by intellectual property laws. You may use the Services for personal, non‑commercial use only. No license is granted except as expressly provided. Dr. Ph. Martin’s® names, logos, and related marks are trademarks of Salis or its affiliates/licensors; you may not use them without our prior written permission. Shopify’s names and marks are trademarks of Shopify. All other marks are the property of their respective owners.
Trademark; Branding. Nothing herein grants Buyer any right to use or authority over Salis’s trademarks. Salis is the registered and sole owner of the Dr. Ph. Martin’s® brand Products, and Salis must consent in writing and in advance to any use of Salis trademarks or similar protections for the Products.
10. Optional Tools and Third‑Party Links
You may be provided access to customer tools offered by third parties, which we neither monitor nor control. Such tools are provided "as is" and "as available" without warranties or endorsements; we have no liability arising from your use of optional tools. The Services may contain third‑party materials and hyperlinks; if you access them, you do so at your own risk. Review third‑party policies before engaging in any transaction. Complaints regarding third‑party products or services should be directed to the third party.
11. Relationship with Shopify
[Note to Merchant: This language accurately characterizes Shopify’s relationship with your store and should not be removed or modified.]
Salis is powered by Shopify, which enables us to provide the Services to you. However, any sales and purchases you make in our store are made directly with Salis. By using the Services, you acknowledge and agree that Shopify is not responsible for any aspect of sales between you and Salis, including any injury, damage, or loss resulting from purchased Products and services. You expressly release Shopify and its affiliates from all claims, damages, and liabilities arising from or related to your purchases and transactions with Salis.
12. Privacy
All personal information we collect through the Services is subject to our Privacy Policy [LINK], and certain personal information may also be subject to Shopify’s Privacy Policy [LINK]. Because the Services are hosted by Shopify, Shopify collects and processes personal information about your access to and use of the Services to provide and improve the Services. Information you submit will be transmitted to and shared with Shopify and third parties that may be located in countries other than where you reside. Review our Privacy Policy for details.
13. Feedback
If you submit any ideas, suggestions, feedback, reviews, proposals, plans, or other content (collectively, "Feedback"), you grant us a perpetual, worldwide, sublicensable, royalty‑free license to use, reproduce, modify, publish, distribute, and display such Feedback in any medium for any purpose, including commercial use. You represent and warrant that you own or have all rights to the Feedback, have disclosed any compensation or incentives, and that your Feedback complies with these Unified Terms. We may, but have no obligation to, monitor, edit, or remove Feedback in our discretion.
14. Errors, Inaccuracies, and Omissions
From time to time there may be information on the Services that contains typographical errors, inaccuracies, or omissions relating to product descriptions, pricing, promotions, offers, shipping charges, transit times, and availability. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information or cancel Orders if any information is inaccurate at any time without prior notice (including after you have submitted your Order).
15. Prohibited Uses
You may access and use the Services for lawful purposes only. You agree not to use the Services: (a) for any unlawful or malicious purpose; (b) to violate any regulations, rules, laws, or ordinances; (c) to infringe intellectual property rights; (d) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or harm any person; (e) to transmit false or misleading information; (f) to use or re‑use any material that does not comply with these Unified Terms; (g) to send advertising or promotional material such as junk mail, chain letters, or spam; (h) to impersonate another person or entity; (i) to upload or transmit viruses or malicious code; (j) to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services; (k) to collect or track personal information of others; (l) to spam, phish, pharm, pretext, spider, crawl, or scrape; or (m) to interfere with or circumvent security features. We may suspend, disable, or terminate your account if you violate these restrictions.
16. Insurance (B2B Buyers)
Buyer agrees to maintain insurance policies covering risks normally insured against by companies carrying on similar businesses, with limits of $1,000,000 per occurrence and $2,000,000 aggregate.
17. Non‑Exclusivity; Restrictions (Resale)
Buyer’s right to resell the Products is non‑exclusive. Buyer shall not re‑bottle, repackage, or otherwise modify or transmute the Products for future sale, other than as required by applicable labeling or disclosure laws.
18. Independent Contractor
Salis and Buyer are independent contracting parties. Nothing herein creates a partnership, joint venture, or agency. Buyer has no right to impersonate Salis or act on its behalf and agrees not to misrepresent the relationship as anything other than an independent contractor and distribution/retail relationship.
19. Defamation
Buyer agrees not to make any defamatory statements or otherwise damage the reputation and brand identity of Salis, its Products, brands, owners, directors, officers, employees, or representatives. Salis may pursue immediate legal action to prevent such damage, and Buyer acknowledges Salis’s right to recover damages for such statements.
20. Force Majeure
Salis is not liable for any failure to perform its obligations, or for delays or damages suffered by Buyer, resulting directly or indirectly from or contributed to by acts of God, acts or omissions of Buyer, acts of civil or military authority, priorities, fire, strikes or other labor disputes, accidents, floods, pandemics, epidemics, widespread contagion, war, terrorism, riot, delays in transportation, lack or inability to obtain raw materials, components, labor, fuel or supplies, or other circumstances beyond Salis’s reasonable control, whether similar or dissimilar to the foregoing.
21. Termination
We may terminate these Unified Terms or your access to the Services (or any part thereof) in our sole discretion at any time without notice, and you remain liable for all amounts due up to and including the date of termination. Salis may terminate this Agreement or any Order and the business arrangement between the parties at any time. Buyer’s permission to purchase, resell, or represent the Products (in any region or venue) may be terminated at any time, for any reason or no reason, in Salis’s sole discretion.
The following sections survive termination: Intellectual Property; Feedback; Disclaimer of Warranties; Limitation of Liability; Indemnification; Severability; Waiver; Entire Agreement; Assignment; Dispute Resolution; Governing Law and Venue; Privacy; and any other provisions that by their nature should survive.
22. Disclaimer of Warranties
The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information; reliance is at your own risk.
EXCEPT AS EXPRESSLY STATED BY SALIS, THE SERVICES AND ALL PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON‑INFRINGEMENT. We do not guarantee that your use of the Services will be uninterrupted, timely, secure, or error‑free. Some jurisdictions do not allow disclaimers of implied warranties, so the above may not apply to you to that extent.
23. Limitation of Liability (Terms of Sale Controls)
NOTWITHSTANDING ANYTHING TO THE CONTRARY: (i) IN NO EVENT SHALL SALIS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND arising out of or related to the Products or these Unified Terms, whether foreseeable or not, including business interruption or delay, loss of use, commercial losses, inconvenience, or loss of anticipatory profits; and (ii) UNDER NO CIRCUMSTANCES SHALL SALIS’S AGGREGATE LIABILITY TO BUYER EXCEED THE PURCHASE PRICE collected by Salis from Buyer for the Products at issue. This allocation of risk is an essential basis of the bargain between the parties.
To the maximum extent permitted by law, these limitations apply to all claims related in any way to your use of the Services or any Product, even if advised of the possibility of such damages.
24. Indemnification
24.1 Buyer Indemnity (Terms of Sale)
Buyer shall indemnify and hold Salis harmless from any damage, expense, loss, or liability, including reasonable attorneys’ fees, in connection with any direct or third‑party claim arising out of: (i) Buyer’s operation of its business, including any failure to comply with any law or regulation regarding storage, handling, distribution, or sale of Products; (ii) Buyer’s negligence or willful misconduct; (iii) any abuse, mishandling, alteration, improper storage, or repackaging of a Product after delivery; (iv) any claim that Buyer materials violate or infringe third‑party IP rights; or (v) Buyer’s use of the Products or the use of the Products by third parties that purchase from Buyer. Buyer shall not settle any such claims without Salis’s prior written consent (except solely for monetary settlements for which Buyer is solely liable). Salis may control the defense and settlement of such claims if Buyer fails to promptly assume the defense following written demand.
24.2 User Indemnity (Services)
You agree to indemnify, defend, and hold harmless Salis, Shopify, and our affiliates, partners, officers, directors, employees, agents, contractors, licensors, and service providers from any third‑party claims and liabilities (including reasonable attorneys’ fees) arising from your breach of these Unified Terms or violation of law or third‑party rights, or your access to and use of the Services.
25. Dispute Resolution; Arbitration (Terms of Sale Controls)
Any controversy or claim arising out of or relating to these Unified Terms or any Order shall be settled by final and binding arbitration in San Diego County, California, before a single arbitrator in accordance with the Commercial Arbitration Rules of JAMS. The parties irrevocably consent to the sole and exclusive jurisdiction and venue for arbitration in San Diego County, California. All rights and remedies under these Unified Terms are cumulative and in addition to, and not in lieu of, any other rights or remedies available at law or in equity to the extent not waived or limited herein.
26. Governing Law and Venue (Terms of Sale Controls)
For purposes of venue and jurisdiction, this Agreement is deemed made and performed in San Diego, California and shall be governed by the laws of the State of California, without regard to conflicts or choice‑of‑law rules. To the extent any claim is not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Diego County, California.
27. Severability
If any provision of these Unified Terms is determined to be unlawful, void, or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed severed. Such determination does not affect the validity or enforceability of any other remaining provisions.
28. Waiver; No Waiver
The failure of Salis to require strict performance of any provision at any time shall not be deemed a waiver of such provision nor affect Salis’s right thereafter to enforce and require strict compliance with each and every provision. No waiver will be effective unless in writing and signed by Salis.
29. Assignment
You may not delegate, transfer, or assign these Unified Terms or any rights or obligations hereunder without our prior written consent, and any such attempt is null and void. We may transfer, assign, or delegate these Unified Terms and our rights and obligations without consent or notice, including to affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets, provided the assignee agrees to perform in accordance with these Unified Terms. Salis may use subcontractors and independent third parties in performance without Buyer’s approval.
30. Entire Agreement
These Unified Terms (together with any policies referenced and incorporated herein, including the Privacy Policy and any applicable promotional terms) embody the entire agreement and understanding between you and Salis with respect to (i) your access to and use of the Services, and (ii) the sale of Products by Salis and purchase of Products by you via the Services, and supersede all prior or contemporaneous agreements relating to the subject matter, whether oral or written. Modifications may be made only by a written document executed by both parties that specifically references these Unified Terms, except that we may update these Unified Terms as provided in Section 33 below.
31. Headings
Section and paragraph headings are for convenience only and do not affect meaning or interpretation.
32. Relationship of the Parties
Nothing in these Unified Terms shall be construed to create a partnership, joint venture, employer‑employee, or agency relationship between you and Salis. You confirm you are acting on your own behalf and not for the benefit of any other person.
33. Changes to These Unified Terms
You can review the most current version of these Unified Terms at any time on this page. We reserve the right, in our sole discretion, to update, change, or replace any part of these Unified Terms by posting updates and changes to our website. We will notify you of any material changes as required by applicable law, and such changes will be effective on the date specified in the notice. Your continued use of or access to the Services following the posting of any changes constitutes acceptance of those changes. For B2B Buyers, any changes will not retroactively modify already‑accepted Orders unless agreed in writing.
34. Contact Information
Questions about these Unified Terms should be sent to help@docmartins.com.
Trading Name: [INSERT TRADING NAME]
Email: help@docmartins.com
Business Address: [INSERT BUSINESS ADDRESS]
Business Phone Number: [INSERT BUSINESS PHONE NUMBER]
Business Registration Number: [INSERT BUSINESS REGISTRATION NUMBER]
VAT Number: [INSERT VAT NUMBER]