Terms of Sale
TERMS AND CONDITIONS FOR THE ONLINE SALE OF GOODS AND SERVICES
Last Updated Date: November 8, 2021
- THIS DOCUMENT CONTAINS 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 OF SALE REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.
BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS OF SALE AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY (referred to herein as a “Representative”), YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS OF SALE.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (i) DO NOT AGREE TO THESE TERMS OF SALE, (ii) ARE NOT AT LEAST 18 YEARS OF AGE, AND (iii) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW. ADDITIONALLY, IF YOU ARE A REPRESENTATIVE, YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU DO NOT HAVE ACTUAL AUTHORITY TO FORM A BINDING CONTRACT WITH COMPANY ON BEHALF OF THE ENTITY YOU REPRESENT.
These terms and conditions (these “Terms of Sale”) apply to the purchase and sale of products and services through www.thelayers.com, along with any associated subdomains and mobile applications that we may provide (the “Website”). These Terms of Sale are subject to change by Convoy Ventures, LLC, the owner of the Website (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 these Terms of Sale will be in effect as of the “Last Updated Date” referenced on the Website. You should review these Terms of Sale prior to purchasing any product or services that are available through this Website. Your continued use of this Website after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.
- Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms of Sale, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services 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 items you have ordered.
Prices and Payment Terms.
- All prices, discounts, and promotions posted on this Website are subject to change without notice. The price charged for a product or service will be the price advertised on this Website at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total price, 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.
- Terms of payment are within our sole discretion, and payment must be received by us before our acceptance of an order. We accept major national credit and payment cards, digital wallet and online payment platforms such as (but not necessarily limited to) Google Pay, PayPal, Shoppay and Amazon Pay, payment splitting solutions such as (but not necessarily limited to) Klarna, Quadpay, and Afterpay for all purchases. We may add or remove payment options in our sole discretion, both broadly for our sales platform and specifically with regard to any individual purchase. You represent and warrant that (i) the payment information you supply to us is true, correct and complete, (ii) you are duly authorized to use such payment card for the purchase, (iii) charges incurred by you will be honored by your payment 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 Website at the time of your order.
Shipments; Delivery; Title and Risk of Loss.
- We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges unless otherwise specified in the order confirmation.
- Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
- Returns, Replacements, and Refunds. All sales are final, non-returnable, and non-refundable, except for product defects. Claims of product defects must be made to Company within ten (10) days of delivery in order to qualify for returns, replacements, and/or refunds. In the event of a claim of product defects, we will request written and visual documentation of the defects in order to verify your return/refund request. If defects are verified, such products shall be referred to herein as “Defective Products.” The choice whether to accept and verify product documentation as Defective Products and, accordingly, to provide a return, replacement, or refund for Defective Products is in our sole discretion. In the event that you were provided a Defective Product, we shall provide you a replacement product at no cost to you (a “Replacement Product”). We will endeavor to provide the identical product to replace a Defective Product, but identical Replacement Products are subject to availability from the manufacturer. If unavailable, we will provide a Replacement Product of substantially equal or greater value and product features. If you reject a Replacement Product, we will refund you in full for the price of the Defective Products, but not other products (if any) that you purchased from us.
You are responsible for all shipping and handling charges on returned items unless otherwise specified. You bear the risk of loss during shipment.
Refunds are processed within approximately 14 business days of our receipt of your merchandise. Your refund, if any, will be credited back to the same payment method used to make the original purchase on the Website.
Manufacturer’s Warranty and Disclaimers.
- We do not manufacture or control any of the products or services offered on our Website. The availability of products or services through our Website does not indicate an affiliation with or endorsement of any product, service, or manufacturer. Accordingly, we do not provide any warranties with respect to the products or services offered on our Website. However, the products and services offered on our Website are covered by the manufacturer’s warranty as detailed in the product’s description on our Website and included with the product. To obtain warranty service for defective products, please follow the instructions included in the manufacturer’s warranty.
- ALL PRODUCTS AND SERVICES OFFERED ON THIS WEBSITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) 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.
- NO PRODUCTS SOLD BY COMPANY ARE MEDICAL EQUIPMENT. NO PRODUCTS SOLD BY COMPANY ARE INTENDED FOR USE IN THE DIAGNOSIS OF DISEASE OR OTHER CONDITIONS; NOR ARE SUCH PRODUCTS INTENDED FOR USE IN THE CURE, MITIGATION, TREATMENT OR PREVENTION OF DISEASE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY PRODUCTS SOLD ON OUR WEBSITE WILL PROVIDE ABSOLUTE PROTECTION FROM CONTACT OR EXPOSURE TO CONTAMINANTS, VIRUSES, BACTERIA OR OTHER MICROBIAL AGENTS, NOR THAT THEY WILL ELIMINATE THE RISK OF CONTRACTING OR SPREADING DISEASES OF ANY NATURE. WE DO NOT SELL PRODUCTS INTENDED FOR USE BY HEALTHCARE PROFESSIONALS OR FOR USE BY ANYONE IN HEALTHCARE FACILITIES OR ENVIRONMENTS. WE DO NOT SELL PRODUCTS THAT INCLUDE ANY DRUGS, BIOLOGICS, OR ANTI-MICROBIAL OR ANTI-VIRAL AGENTS, EXCEPT AS MAY BE MARKED BY THE MANUFACTURER. PLEASE DIRECT ALL QUESTIONS ABOUT THE PRODUCTS SOLD VIA THE WEBSITE TO THE MANUFACTURER OF THAT PRODUCT.
PRODUCTS SOLD ON THE WEBSITE ARE FOR GENERAL USE ONLY. THE INFORMATION PRESENTED ON OR THROUGH THE WEBSITE IS MADE AVAILABLE SOLELY FOR GENERAL INFORMATION PURPOSES, AND WE DO NOT WARRANT THE ACCURACY, COMPLETENESS OR USEFULNESS OF THIS INFORMATION. YOU PURCHASE AND USE PRODUCTS OR INFORMATION FROM THE WEBSITE STRICTLY AT YOUR OWN RISK. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH PRODUCTS AND MATERIALS BY YOU OR ANY OTHER VISITOR TO THE WEBSITE, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.
IF YOU ARE A REPRESENTATIVE SEEKING TO PURCHASE PRODUCTS FOR USE BY EMPLOYEES OR CONTRACTORS WHILE IN THE WORKPLACE, PLEASE CONSULT YOUR OWN INSTITUTIONAL GUIDELINES AND COUNSEL WITH REGARDS TO CURRENT FEDERAL LAW OR REGULATION WITH REGARD TO PERSONAL PROTECTIVE EQUIPMENT OR OTHER DISEASE MITIGATION PRODUCTS OR MEASURES. WE MAKE NO REPRESENTATION OR WARRANTY REGARDING THE UTILITY OR EFFICACY OF ANY PRODUCTS SOLD ON THE WEBSITE FOR WORKPLACE USE.
- 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 THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.
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 OF SALE, 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 PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR WEBSITE.
- The limitation of liability set forth in Section 7(b) shall not apply to liability resulting from our gross negligence or willful misconduct.
- Goods Not for Resale or Export. You represent and warrant that you are buying products or services from the Website for your own 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.
- Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any of your obligations to make payments to us hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate shipping and transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and [(i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within ten  days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty consecutive days following written notice given by it under this Section 10, either party may thereafter terminate this Agreement upon ten (10) days’ written notice.
- Governing Law and Jurisdiction. All matters arising out of or relating to these Terms of Sale 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.
Waiver of Jury Trials and Binding Arbitration.
- YOU AND COMPANY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. 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 PRODUCTS OR SERVICES THROUGH THE WEBSITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
- The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”).
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(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 any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
- Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms of Sale without our prior written consent. Any purported assignment or delegation in violation of this 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms of Sale.
- No Waivers. The failure by us to enforce any right or provision of these Terms of Sale 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 Company.
- No Third-Party Beneficiaries. These Terms of Sale do not and are not intended to confer any rights or remedies upon any person or entity other than you.
- To You. We may provide any notice to you under these Terms of Sale by: (i) sending a message to the email address you provide or (ii) by posting to the Website. 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.
- To Us. To give us notice under these Terms of Sale, you must contact us as follows: (i) by email at firstname.lastname@example.org; or (ii) by personal delivery, overnight courier or registered or certified mail to Convoy Ventures, LLC, 8 The Green Suite B, Dover, DE 19901. We may update the address for notices to us by posting a notice on the Website. Notices provided by personal delivery and e-mail will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective five business days after they are sent.
- Severability. If any provision of these Terms of Sale is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms of Sale and will not affect the validity or enforceability of the remaining provisions of these Terms of Sale.