Last Updated: July 17, 2017.
These Purchase Terms (“Purchase Terms”) are a legal agreement between you and Quiclone. (“Quiclone”, “we”, “our” or “us”) governing your purchase of products (the “Site“). These Purchase Terms are governed by and incorporated into the Quiclone Terms of Service located at https://www.quiclone.com/terms/ (“Terms of Service”). To the extent there is a conflict between these Purchase Terms and the Terms of Service, these Purchase Terms will govern with respect to the purchase of Quiclone products, and the Terms of Service will control with respect to all other matters
YOUR PURCHASE OF PRODUCTS FROM THE SITE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE PURCHASE TERMS, THE TERMS OF SERVICE, AND ANY ADDITIONAL TERMS WE PROVIDE, INCLUDING BUT NOT LIMITED TO THE TERMS OF ANY THE LIMITED WARRANTY INCLUDED IN-BOX WITH ANY PRODUCT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE PURCHASE TERMS, YOU SHOULD NOT PURCHASE THE PRODUCTS.
We reserve the right to change these Purchase Terms at any time, so please review these Terms each time prior to making a purchase from the Site. Every time you order Products from the Site, the Purchase Terms in force at that time will apply between you and Quiclone. The Site is for retail sales to private consumers only.
- Fees and Payment.
The fees for the Products are posted on the Site. Fees are subject to change without notice. You agree to pay Quiclone in advance the applicable fees for the Products provided by Quiclone under these Purchase Terms. Quiclone will bill your credit card or other agreed upon payment method for all fees. You will provide Quiclone with accurate and complete billing information including legal name, address, telephone number, and credit card or debit card billing information. If such information is false or fraudulent, Quiclone reserves the right to cancel your order for Products in addition to seeking any other legal remedies. Quiclone is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by Quiclone. Each charge will be considered valid unless disputed by you in writing within thirty (30) days after the billing date. No adjustments will be made for disputed charges made more than thirty (30) days after the billing date. All fees will be paid in U.S. dollars and are due as set forth on the Site. Quiclone’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Quiclone’s income.
By providing a credit card or other payment method accepted by Quiclone, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your order (including any applicable taxes and other charges). If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your order.
All orders on the Site for Products are subject to Quiclone’s acceptance. If Quiclone rejects your order, Quiclone will, as your sole and exclusive remedy and Quiclone’s sole and exclusive liability, refund the amount you paid for the Product.
- Reservations and Pre-Orders.
. Your placement of a reservation and pre-order creates a contract for sale. For each reservation and pre-order Product, we will provide our estimated shipping date.
By placing a reservation and pre-order for a Product that is not yet available for sale, you make an offer to Quiclone to purchase the Product subject to these Purchase Terms. Quiclone may require an advance deposit to be made at the time you place the reservation and pre-order (“Deposit”). You may cancel your offer to purchase Products at any time prior to shipment by emailing us as firstname.lastname@example.org and you will be refunded any amounts paid for the Product. Later, when the Product is offered for sale, Quiclone may accept your offer to purchase Products subject to these Purchase Terms. At that time, Quiclone will bill you for any additional fees applicable to such purchase.
Quiclone reserves the right to cancel or refuse any order for any reason at any time prior to shipment, including after an order has been submitted, whether or not the order has been confirmed. We may attempt to contact you if all or a portion of your order is cancelled, or if additional information is needed to complete and accept your order. In the event that Quiclone cancels an order, it will refund to you any Deposit provided in connection with such order. In the event that Quiclone accepts your offer but you fail to provide information necessary for the shipment of the Product, Quiclone will use reasonable efforts to contact you. In the event you fail to provide such information within ninety (90) days following Quiclone’s commencement of such efforts, your Deposit will be deemed forfeited.
If you have any questions, comments, or concerns regarding Quiclone’s pre-order acceptance policy, or if you believe that your pre-order was rejected in error, please contact Quiclone at email@example.com.
- Availability and Pricing.
All Products offered on the Site are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue offering certain Products without prior notice. Prices for the Products are subject to change at any time, but changes will not affect any order for Products you have already placed.
- Sales Tax.
Quiclone calculates and charges sales tax in accordance with applicable laws. Any applicable sales tax or similar charges will be added to the prices listed for the Products.
- Resale and Title Transfer.
Purchases made on the Site are intended for end users only, and are not authorized for resale. Title for Products purchased from the Site passes to the purchaser at the time of delivery by Quiclone to the freight carrier, but Quiclone and/or the freight carrier will be responsible for any Product loss or damage that occurs when the Product is in transit to you.
- Shipping and Delivery.
Prices for the Products do not include shipping costs. Our delivery charges and methods are as described on the Site from time to time.
For Product reservations and pre-orders, you understand that the Products are not ready for delivery. The estimated shipping date for such Products will be as described on the Site, but may be substantially later. Any shipping date is an estimate only, and the actual shipping date for any accepted pre-order will depend on a variety of factors including manufacturing schedule, and the dates of your pre-order, your completed pre-order, and when we accept your completed pre-order. Commencement of shipping is subject to change without notice to you.
- Warranties and Disclaimers.
We may provide a Limited Warranty in connection with the Products. The Limited Warranty, if applicable, will be described on the Site or provided with the Product.
As far as permitted by applicable law and except as provided herein, the Site, and all content available on the Site, is provided on an “as-is” basis without warranties or conditions of any kind, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose. All Products purchased through the Site are provided on an “as-is” basis unless expressly stated otherwise in writing.
You use any Products at your own discretion and risk. You will be solely responsible for (any and all loss, liability or damages resulting from your use of a Product. Quiclone does not guarantee or promise any specific results in connection with your use of the Product.
- Limitation of Liability; Indemnity.
Nothing in these Purchase Terms and in particular within this “Limitation of Liability” section shall attempt to exclude or limit liability that cannot be excluded under applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) QUICLONE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST PROFITS, ARISING FROM OR RELATING TO THE PRODUCTS, EVEN IF QUICLONE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) QUICLONE’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO QUICLONE FOR THE PRODUCT AT ISSUE IN THE PRIOR SIX (6)MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM.
You agree to indemnify, and hold Quiclone, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way connected with (a) your access to or use of the Products; (b) your violation of these Purchase Terms or the Terms of Service; (c) your violation of any local, state, or federal law, rule or regulation.
Quiclone will not be liable for any delay in the performance of its obligations under the Order, or for any damages suffered by Buyer due to such delay, if the delay is, directly or indirectly, caused by a fire, flood, accident, civil unrest, act of God, war, governmental interference or embargo, labor strike, shortage of materials, or any other cause beyond Quiclone’s control.
Quiclone may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with your Quiclone account, hard copy, or posting of such notice on the Quiclone website. Quiclone is not responsible for any automatic filtering you or your network provider may apply to email notifications.
Quiclone is located in Even-Yehuda, Israel Any questions, comments or suggestions, including any report of violation of these Purchase Terms should be provided to as follows:
By E-mail: firstname.lastname@example.org
By Postal Mail: POB 1468, ZIP 40500 Even-Yehuda, Israel
- Force Majeure.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by an act or event beyond our reasonable control, including without limitation acts of God, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, terrorist attack, war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
If any part of these Purchase Terms becomes illegal, invalid, unenforceable, or prohibited in any respect under any applicable law or regulation, such provision or part thereof will be deemed to not form part of the contract between us. The legality, validity or enforceability of the remainder of these Purchase Terms will remain in full force and effect.
The obligations in Sections 8 through 17 will survive any expiration or termination of these Terms.
Failure or delay by us to enforce these Purchase Terms will not constitute a waiver of our rights against you and does not affect our right to require future performance thereof.
- Applicable Law and Dispute Resolution.
Binding Arbitration. Any dispute or claim arising in any way from your use of the Product, except for disputes relating to the infringement of our intellectual property rights or the access or use of the Product in violation of these Purchase Terms, will be resolved by binding arbitration, rather than in court.
No Judge or Jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Purchase Terms as a court would.
Arbitrator and Rules. The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings shall be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes. These rules can be found on the AAA website at www.adr.org.
Starting an Arbitration. To begin an arbitration proceeding, you must send us a notice of dispute, in writing, setting forth your name, address and contact information, the facts of the dispute and relief requested. You must send your notice of legal dispute to us at the following address: POB 1468, ZIP 40500 Even-Yehuda, Israel. Quiclone will send any notice of dispute to you at the contact information we have for you.
Format of Proceedings. The arbitration shall be conducted in English and, at the option of the party seeking relief, by telephone, online, or based solely on written submissions.
Fees. If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, Quiclone will pay all other AAA and arbitrator’s fees and expenses.
Individual Basis. To the fullest extent permitted by applicable law, you and Quiclone each agree that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, you and Quiclone each waive any right to a jury trial. As a result, PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS.
Limitation Period. Except for disputes relating to the infringement of our intellectual property rights or the access or use of the Product in violation of these Purchase Terms, in no event shall any claim, action or proceeding by you or Quiclone be instituted more than one (1) year after the cause of action arose.
Enforcement. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The United Nations Conventions on Contracts for the International Sale of Goods shall have no applicability.
Invalidity. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, or if a dispute arising that does not qualify for arbitration hereunder, you and Quiclone each agree to the jurisdiction of any State court of competent jurisdiction, and you and Quiclone each agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable dispute or claim.
Opting Out. If you do not want to arbitrate disputes with Quiclone and you are an individual, you may opt out of this arbitration agreement by sending an email to email@example.com within thirty (30) days of the first of the date you purchase a Product.
These Purchase Terms may not be modified by you except by a writing executed by the duly-authorized representatives of Quiclone. Except as provided herein, no act, document, usage or custom will be deemed to modify or amend these Purchase Terms. These Purchase Terms will inure to the benefit of and will be binding upon each party’s successors and assigns. These Purchase Terms and the licenses granted hereunder may be assigned by Quiclone but may not be assigned by you without the prior express written consent of Quiclone. Any attempt by you to assign these Purchase Terms without the written consent of Quiclone shall be null and void. Nothing contained in these Purchase Terms will be deemed to constitute either party as the agent or representative of the other party or both parties as joint venturers or partners for any purpose. The headings and captions contained herein will not be considered to be part of the Purchase Terms but are for convenience only.