Terms and conditions of sale
Last update 10-06-2020
1. GENERAL. THESE TERMS AND CONDITIONS OF SALE CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. BY PLACING AN ORDER FOR THE PRODUCT (DEFINED BELOW) FROM OUR WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS. YOU MAY NOT ORDER THE PRODUCT FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS; (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH URGOTECH; OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS OR the PRODUCT BY APPLICABLE LAW. These terms and conditions (these “Terms”) apply to the purchase and sale of the URGONight product (the “Product“) through the URGONight website, https://www.urgonight.com (the “Site”). These Terms are subject to change by URGOTECH (referred to as “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Date” referenced above. You should review these Terms before purchasing the Product through this Site. Your continued use of this Site after the “Date” will constitute your acceptance of and agreement to such changes. These Terms are an integral part of the that apply generally to the use of our Site. You should also carefully review our before placing an order for the Product through this Site (see Section 9).
2. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, the Product as listed in your order. All orders must be accepted by us or we will not be obligated to sell the Product to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the Product you have ordered.
(a) All prices, discounts, and promotions posted on this Site are subject to change without notice and in our sole discretion. The price charged for the Product will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total, and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies or omissions at any time and to cancel any orders arising from such occurrences.
(b) We may offer from time to time promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
(c) Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept CarteBleue, Visa, MasterCard and other methods approved by us in our sole discretion upon written request from you. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete; (ii) you are duly authorized to use such credit card for the purchase; (iii) charges incurred by you will be honored by your credit card company; and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
(a) We will arrange for shipment of the Product to you. Please check the Product order page for delivery information. You will pay all shipping and handling charges specified during the ordering process. Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packing, shipping, and delivery of your order.
5. Returns and Refunds. Except for any products designated on the Site as final sale or non-returnable, we will accept a return of the Product for a refund of your purchase price, less the original shipping and handling costs, provided such return is made within thirty (30) days of delivery with valid proof of purchase and provided the Product is returned in its original condition. To return the Product, you email our customer support at email@example.com to obtain a Return Shipment Label before shipping you’re the Product to us. No returns of any type will be accepted without our issued Return Shipment Label. You are responsible for all shipping and handling charges on returned items. You bear the risk of loss during shipment. We therefore strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection. Refunds are processed within approximately fifteen (15) business days of our receipt of the returned Product. Your refund will be credited back to the same payment method used to make the original purchase on the Site. WE OFFER NO REFUNDS ON ANY PRODUCTS DESIGNATED ON THIS SITE AS NON-RETURNABLE. For defective Product returns, please refer to URGOTECH’s warranty (see Section 6) included with the Product or as detailed in the Product’s description on our Site.
(a) We warrant to you that for a period of one (1) year from the date of delivery of the Product (“Warranty Period”), that the Product will be free from material defects in material and workmanship.
(b) EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 6(A), WE MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE DEVICE, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (iii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. We make no warranty that use of the Product will be uninterrupted or error-free. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU. YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF OUR FAILURE TO HONOR OUR WARRANTY OBLIGATIONS TO YOU.
(c) Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Product. Third Party Products are not covered by the warranty in Section 6(a). For the avoidance of doubt, WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
(d) We shall not be liable for a breach of the warranty set forth in Section 6(a) unless: (i) you give written notice of the defect, reasonably described, to us within five (5) days of the time when you discover or ought to have discovered the defect; (ii) we are given a reasonable opportunity after receiving the notice to examine the Product and you return the Product to us at your cost for the examination to take place there; and (iii) we reasonably verify your claim that the Product is defective.
(e) We shall not be liable for a breach of the warranty set forth in Section 6(a) if: (i) you make any further use of the Product after giving notice; (ii) the defect arises because you failed to follow our instructions as to the storage, use or maintenance of the Product; or (iii) you alter or repair the Product without our prior written consent. Further, the warranty set forth in Section 6(a) shall not apply (i) to ordinary wear and tear on the Product; (ii) if the Product’s serial number has been removed, altered or made illegible in any way whatsoever, as determined by us in our sole discretion; (iii) to any batteries used in the Product; (iv) if the Product was not purchased from this Site; (iv) if the Product is used in any application other than the ones recommended by us.
(f) Subject to Section 6(c), Section 6(d), and Section 6(e) above, with respect to any Product during the Warranty Period, we shall, in our sole discretion, either: (i) repair or replace such Product (or the defective part) or (ii) refund the price of such Product. THE REMEDIES SET FORTH IN THIS SECTION 6(F) SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 6(A).
7. Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS OR THE DEVICE, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE DEVICE YOU HAVE ORDERED THROUGH OUR SITE. The limitation of liability set forth above shall only apply to the extent permitted by law.
8. Product Not for Resale or Export. You represent and warrant that you are purchasing the Product for your own personal or household use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the U.S.
10. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, government orders, laws, government actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
11. Governing Law and Jurisdiction. This Site is operated from France. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.
(a) YOU AND URGOTECH ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF THE DEVICE THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
(b) The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 12. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) There will be a single arbitrator selected pursuant to the AAA Rules. The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
(c) You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR URGOTECH WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
13. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
14. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of URGOTECH.
(a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide; or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
(b) To Us. To give us notice under these Terms, you must contact us as follows: (i) by email to firstname.lastname@example.org; or (ii) by personal delivery, overnight courier, or registered or certified mail to URGOTECH, 15 Avenue d’Iéna, 75116 Paris, France. We may update the email address or physical address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
17. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
19. Compliance with Law. You shall comply with all applicable laws, regulations and ordinances. You shall maintain in effect all the licenses, permissions, authorizations, consents and permits that you need to carry out your obligations under these Terms.
20. Language. The parties agree that these Terms are drafted in the English language. Each party accepts and approves the English version of these Terms as controlling in any dispute between the parties arising from or related to these Terms.