TERMS OF SALE
THESE TERMS OF SALE CONTAIN VERY IMPORTANT INFORMATION
REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND
EXCLUSIONS THAT MAY APPLY TO YOU. PLEASE READ THEM CAREFULLY.
BY PLACING AN ORDER FOR ANY PRODUCT (AS DEFINED BELOW) FROM
THIS WEBSITE OR BY PURCHASING ANY PRODUCT THROUGH AN AUTHORIZED RETAILER, YOU ACCEPT
AND AGREE TO BE BOUND BY THESE TERMS.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL
BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
These terms of sale (“Terms”) apply to the purchase and sale
of Greenlife™
branded products, and all
other products (“Products”) sold
by The Cookware Company (USA), LLC (“Seller”) through www.greenlife-cookware.com (the
“Site”) or through an authorized retailer, and constitute a legally binding
agreement between the individual (“Customer” or “you”) purchasing the Products,
whether through the Site or an authorized retailer, and Seller. The Terms are
subject to change by Seller at any time, without prior written notice, in
Seller’s sole discretion. The latest version of these Terms will be posted on
this Site, and you should review these Terms, as well as our Privacy Policy,
before purchasing any Product through the Site or an authorized retailer.
1.
Acceptance. All purchases of Products, whether
directly from Seller through the Site or from an authorized retailer, are
subject to Customer’s acceptance of these Terms. By purchasing any Product, you
accept and agree to be bound by these Terms. If you do not accept these Terms,
do not purchase any Product.
2.
Site Orders. Each order for a Product received
by Seller through the Site is subject to these Terms as well as any other terms
set forth on the Site. Seller may reject any such order for any reason, in its
sole discretion. After Customer submits an order, Customer may receive one or
more email messages that such order has been (a) received by Seller, (b)
accepted by Seller and/or (c) shipped by Seller. If any such order relates to a
Product that is unavailable or is otherwise not accepted by Seller, Customer
will be so notified in an email message.
3.
Information. In submitting an order for a
Product through the Site, Seller may collect data and other information from
Customer and Customer’s computer; provided, however, that Seller will not
collect any data or other information relating solely to the credit card used
by Customer to pay for a Product purchased through the Site. All such data and
other information will be handled by Seller as set forth in its Privacy Policy,
a copy of which is posted on the Site. All data and other information relating
solely to a credit card used by Customer to pay for a Product purchased through
the Site may be collected and used by one or more third-party vendors.
Additional information related to Seller’s use of third-party vendors is
available in the Terms of Use, which are incorporated herein by reference.
4.
Sale. In submitting an order for a Product
through the Site that is accepted by Seller, Customer purchases from Seller
each Product described in such order, subject to these Terms. Customer must
provide Seller with complete and accurate information in submitting any such
order. Any Product sold on the Site is intended for personal use only (including
a gift to a third party), and is not authorized for resale or other commercial
purposes.
5.
Prices; Discounts; Payment.
a.
Prices. All prices posted on the Site are
subject to change without notice. The price for a Product will be the price in
effect at the time an order is placed. Unless otherwise expressly stated,
prices are displayed in U.S. dollars, and do not include taxes or charges for
shipping and handling. Seller is not responsible for pricing, typographical, or
other errors in any offer by Seller, and Seller reserves the right to cancel
any order arising from such errors.
b.
Discounts.
i. Prices
referred to on the Site as “Sugg” or “Suggested” refer to Seller’s suggested
retail price for the Products when sold by retailers other than Seller or, in
the case of Products sold in a set, the total price of all items in the set if
each Product were to be purchased separately. Seller and other Product
retailers offer the Products at different prices over time, so “Sugg” or
“Suggested” may not reflect Seller’s or retailers’ average price for the
Products, or the price at which the Products may be available for purchase at
any particular time from any site (including the Site) or other retailer.
ii. “Our
Price” refers to either the current offering price for a Product, or in the
case of Products sold in a set, the discount from purchasing in a set instead
of individually.
iii. Where
Products are on promotion, that promotion will be indicated by the phrase
“Limited Time Only”, “Promotional Offer” or similar, and the promotional price
will be referred to as “Our Price”, “Sale”, “Special” or “Clearance”.
c.
Payment. Customer must pay for a Product ordered
through the Site, plus all other amounts becoming due hereunder, by using a
valid credit card or other payment methods expressly offered on the Site that
Customer is authorized to use. You represent and warrant that (i) the
credit card or other payment information you supply to use is true, correct,
and complete; (ii) you are authorized to use the 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 all
applicable taxes (if any). Customer’s credit card will not be charged for a
Product purchased on the Site until the time of shipment.
6.
Shipping. In submitting an order for a Product
on the Site, Customer will have options for shipping, and unless otherwise
provided expressly on the Site, Customer will be charged for shipping as set
forth on the Site. All risk of loss to a Product being shipped by Seller
transfers to Customer upon actual delivery to Customer. Any dates posted on the
Site for shipping or receiving a Product are only estimates and Seller is not
responsible for any failure to ship such Product, or any failure of Customer to
receive such Product, on or before such dates.
7.
Return Policy. Customer may only return a
Product in accordance with the Limited Warranty. Additional instructions for
returning a Product will be provided to Customer along with the Product or can
be found at www.greenpan.us/warranty.
8.
Limited Warranty. The limited warranty
applicable to the Product can be found at www.greenpan.us/warranty (the
“Limited Warranty”). THE LIMITED WARRANTY INCLUDES YOUR SOLE AND EXCLUSIVE
REMEDIES FOR A BREACH OF THE LIMITED WARRANTY. SELLER HEREBY DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THE LIMITED WARRANTY. SOME STATES DO
NOT ALLOW LIMITATIONS OR EXCLUSIONS OF IMPLIED WARRANTIES, SO THE PRECEDING
LIMITATION MAY NOT APPLY TO YOU.
9.
Account. In submitting an order through the Site
for a Product, Customer may establish an account with Seller that is accessible
using a user name and password chosen by Customer. Customer’s user name and
password must comply with whatever protocol is from time to time established by
Seller for user names and passwords, and must not be disclosed by Customer to
third parties. Customer (a) is responsible for maintaining the confidentiality
of Customer’s user name and password, and (b) must immediately notify Seller in
writing of any loss, or any unauthorized access, disclosure or use, of
Customer’s user name or password. Seller will not have any liability to
Customer or any third party arising from Customer’s failure to keep Customer’s
user name or password confidential and may at any time, in its sole discretion
and without notice to Customer, terminate or temporarily disable Customer’s
access to such account. In addition, Seller may rely on any use of Customer’s
user name or password, whether by Customer or any third party, as having been
authorized by Customer, unless (a) Customer previously notified Seller in
writing of any loss, or any unauthorized access, disclosure or use, of
Customer’s user name or password, (b) Seller has had a reasonable opportunity of
not less than five days to act on such notice and (c) Seller’s acting on such
notice would have clearly avoided any third-party use of such account that was
not authorized by Customer.
10. Taxes.
All sales and use taxes, plus any other federal, state, county or local duty,
surcharge, tax, tariff or other government-imposed fee (except for any tax on
the income of Seller) assessed or payable upon an order for a Product on the
Site or otherwise relating to these Terms shall be payable by Customer, even if
such government-imposed fee is not collected by Seller at the time an order for
a Product is submitted to Seller.
11. Limitation
of Liability. THE REMEDIES DESCRIBED IN THESE TERMS ARE YOUR SOLE AND EXCLUSIVE
REMEDIES AGAINST SELLER. SELLER WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD
PARTY WITH RESPECT TO A PRODUCT, THESE TERMS OR OTHERWISE FOR ANY INDIRECT,
PUNITIVE, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES. EXCEPT IN THE CASE OF ANY
GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY SELLER, IN NO EVENT WILL ANY
LIABILITY OF SELLER WITH RESPECT TO ANY PRODUCT, THE SITE, THESE TERMS OR
OTHERWISE EXCEED THE LESSER OF (A) THE DIRECT DAMAGES ACTUALLY INCURRED BY
CUSTOMER AND (B) THE ACTUAL AMOUNT PAID BY CUSTOMER FOR A PRODUCT (NOT
INCLUDING ANY CHARGES FOR SHIPPING). THE LIMITATION OF LIABILITY SET FORTH IN
THIS SECTION SHALL APPLY REGARDLESS OF ANY THEORY OF LIABILITY (INCLUDING, BUT
NOT LIMITED TO, BREACH OF CONTRACT OR TORT), EVEN IF THE POSSIBILITY OF ANY
DAMAGES SHOULD HAVE BEEN FORESEEN BY SELLER, AND EVEN IF ANY REMEDY PROVIDED
HEREIN FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE
LIMITATIONS OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES,
SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
12. Severability.
Whenever possible, each provision of these Terms will be interpreted in such a
manner as to be effective and valid under applicable law. If, however, any such
provision is prohibited by or invalid under such law, it will be deemed
modified to conform to the minimum requirements of such law, or if for any
reason it is not deemed so modified, it will be prohibited or invalid only to
the extent of such prohibition or invalidity without the remainder of such
provision, or any other provision of these Terms, being prohibited or invalid.
13. Governing
Law. All matters arising out of or related 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.
14. Dispute
Resolution. YOU AND THE COOKWARE COMPANY (USA), LLC 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 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 SELLER ARISING FROM OR
RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES, WILL BE RESOLVED
EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
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 14. (The AAA Rules are available at adr.org or by calling
the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the
interpretation and enforcement of this section. Seller will be responsible for
the AAA filing fee of any such proceeding.
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 these Terms
are 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(s) will be final and binding on each of the parties and
may be entered as a judgment in any court of competent jurisdiction.
If you prevail on any claim that
affords the prevailing party attorneys’ fees, the arbitrator may award
reasonable fees to you under the standards for fee shifting provided by law.
You may elect to pursue your claim in small claims court rather than arbitration,
if you provide Seller with written notice of your intention to do so within 60
days of your purchase. The small claims court proceeding will be limited solely
to your individual dispute or controversy.
You agree to an arbitration on an
individual basis. In any dispute, NEITHER YOU NOR THE COOKWARE COMPANY (USA),
LLC 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.
15. Notices.
Customer must send all notices to Seller relating to a Product or these Terms
at [email protected].
Any
such notice will be effective upon actual receipt by Seller. Seller may send
notices to Customer through e-mail, regular mail or a general posting on the
Site. Any such notice will be effective (a) immediately upon Seller’s sending
such notice to the address it has in its records for Customer in the case of
e-mail, (b) five days after Seller’s sending such notice to the address it has
in its records for Customer in the case of regular mail, and (c) immediately
upon Customer’s entering the Site after such notice is posted on the Site.
16. Waivers.
No failure of Seller to exercise, and no delay by Seller in exercising, any
right or remedy under these Terms shall be a waiver of such right or remedy. No
waiver of any such right or remedy shall be effective unless made in a writing
signed by Seller, and specifically referring to each such right or remedy being
waived.
17. Third-Party
Beneficiaries. There are no third-party beneficiaries of these Terms, and no
provision of these Terms can be enforced or relied upon by any third party.
18. Miscellaneous.
These Terms (a) inure to the benefit of, and is binding upon, Customer and
Seller and each of Customer’s and Seller’s successors and assignees, except
that Customer may not assign any of Customer’s rights or obligations under
these Terms without first obtaining the written consent of Seller, and (b)
constitute the entire agreement between Customer and Seller with respect to the
subject matter of these Terms, and supersede all prior oral and written
proposals, representations, understandings and agreements. Any attempt by
Customer to assign to a third party any right or remedy hereunder will be null
and of no effect. Seller may, in its sole discretion, assign or otherwise
transfer to a third party (including, but not limited to, an affiliate of
Seller) these Terms or any order for a Product. To the extent there is any
conflict or inconsistency between any provision of these Terms and any
provision contained on the Site (not including the Privacy Policy or Terms of
Use), these Terms will control.