Terms & Conditions
Terms & Conditions
TERMS AND CONDITIONS OF SALE AND USE OF WEBSITE AND ONLINE SHOPPING AND ORDERING
By proceeding with this purchase, you (the “Customer”) explicitly and unambiguously acknowledge the receipt of these terms and conditions and agree with all the terms and conditions contained herein. These terms and conditions are offered by Edyston LLC (Edyston) a Colorado corporation (the “Seller”) and may be accepted by the Customer through a completion of any purchase of Seller’s products.
Seller shall sell to Customer, and Customer shall purchase from Seller, the Products, which are numbered and defined in invoices created as a result of this transaction. Products will not include any custom development work. Customer agrees to pay the current list prices, published on this website.
Intellectual Property. Customer acknowledges that all intellectual property, including rights, titles, formula, know-how, composition, and any invention, technique, formula, process, procedure, mixture, device, discovery, combination, method, or otherwise, whether patentable or not (the “Intellectual Property”), belongs to Seller, or is made available to Seller with a valid license and use agreement, and that Customer shall not gain or receive title to Intellectual Property, notwithstanding the right to Title of physical Products for the Customer’s use, sale, lease, or distribution.
Delivery. The Products shall be shipped to Customer by Seller after payment for the Products and shipping is made in full (the “Shipment Date”).
Terms and Conditions. These Terms and Conditions of Sales and Use of Website (these “Terms”) apply to the sale and delivery by Seller to Customer of any product sold by Edyston LLC and apply to the use of this website. The Agreement is expressly limited to these Terms and other writings signed by Edyston LLC. Any and all terms or provisions submitted by Customer which add to, conflict with, or otherwise modify these Terms or the Agreement are expressly rejected.
Price. The price for the Product shall be as set forth on the website (the “Price”). Unless otherwise stated, the Price does not include delivery by the appropriate shipper or courier service and exclusive of all taxes, customs, duties and insurance. Any and all current or future taxes, fees, or governmental charges applicable to the sale, delivery or shipment of the Product that Seller is required to pay or collect shall be shall be payable by Customer either directly or if paid by Seller, paid by Customer within ten (10) days of the date of invoice from Seller of such additional costs and not subject to any offset or reduction for any reason. The Seller expressly reserves the right to modify prices that may appear incorrectly on the website, in the Customer’s cart, or through any other glitch, error, transcription problem, or otherwise. Seller may reject any order at any time Seller suspects, knows, or has reason to believe there may exist an error or incorrect pricing on the website.
Risk of Loss. Risk of loss of the Product shall transfer to Customer on the Shipment Date.
Invoices; Payment. Customer shall be responsible for and pay, if applicable, (a) all taxes (excluding income taxes) arising out of the sale of the Product, including, without limitation, all federal, state, or local property, license, privilege, sales, use, excise or gross receipts taxes or other like taxes and tariffs, and (b) all fees and expenses incurred by Seller in connection with the delivery of Product. Any amounts not paid by credit card shall be due as invoiced and shall not be subject to offset or reduction for any reason. Product will not be shipped until payment for the Product and shipping is made in full. All amounts on this website are in US Dollars shall be paid in US Dollars.
Title. Notwithstanding delivery of the Product or any other provision of these Terms, title to the Product shall not pass to Customer until Seller has received payment in full for the invoiced amount for the Product and payment of all other monies then due or owing to Seller. Until such time as title in the Product passes to Customer, Customer shall hold the Product as Seller’s fiduciary and bailee and shall keep the Product separate from those of Customer and third parties, properly stored, protected and insured and identified as Seller’s property; provided Customer shall be entitled to use the Product as provided in the Agreement.
No Warranty. THE PRODUCT IS PROVIDED “AS IS, WHERE IS” AND WITH ALL FAULTS. SELLER MAKES NO WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO NON-INFRINGEMENT, TITLE, PATENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY CUSTOM, TRADE USAGE, PROMISE, EXAMPLE OR DESCRIPTION; ALL OF WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED BY SELLER AND WAIVED BY CUSTOMER. Seller’s representatives are not authorized to enter into agreements outside these Terms or to make any warranties or representations of any kind with respect to the Product.
Consequential Damages; Limitation of Liability. Notwithstanding anything to the contrary contained in another Agreement with the Seller, Seller and Customer waive all claims against each other (and against each other’s parent company, affiliates, contractors, subcontractors, consultants, agents and vendors) for any consequential, incidental, indirect, special, exemplary or punitive damages (including but not limited to, loss of actual or anticipated profits, revenues or product; or loss of use), and regardless of whether any such claim arises out of breach of contract, tort, product liability, indemnity, contribution, strict liability or any other legal theory. IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL SELLER’S CUMULATIVE LIABILITY TO CUSTOMER EXCEED THE PRICE FOR THE PRODUCT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION.
Default; Cancellation and Remedies. The occurrence of any one or more of the following matters, and the continuation of the same for seven (7) days after Customer’s receipt of written notice thereof from Seller, shall constitute a default under the Agreement (a “Default”): (a) failure by Customer to observe and perform any covenant, condition or agreement on its part to be observed or performed hereunder, (b) the insolvency, dissolution, or liquidation of Customer, or the filing of a petition in bankruptcy by or against Customer or the adjudication of Customer as bankrupt, or any general assignment by Customer for the benefit of its creditors, or the application for, or consent to, the appointment of any receiver, trustee, custodian, or similar officer by Customer; or (c) failure (or admission in writing of inability or unwillingness) by Customer to pay amounts due and payable to Seller hereunder. In the event of a Default, Seller may avail itself of any and all rights or remedies available at law or in equity and may recover reasonable attorney’s fees and expenses, in addition to the debt and interest.
Cancellation; Additional Remedies for Customer’s Default. The Terms are not subject to cancellation except by mutual written agreement of the parties.
Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado. Each of the parties irrevocably agrees and consents (a) to the exercise of personal jurisdiction over it by the courts of the State of Colorado; and (b) that if it brings an action, such action shall be instituted exclusively in one of the courts specified in (a) above.
Severability. Whenever possible each provision of these Terms will be interpreted in a manner to be effective and valid, but if any provision or term of these Terms are held to be prohibited, invalid or unenforceable, then such provision or term will be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting in any manner whatsoever the remainder of such provision or term or remaining provisions hereof. To the extent permitted by law, the parties hereto waive any provision of law that renders any such provision prohibited or unenforceable in any respect. If any of the covenants set forth in these Terms are held to be unreasonable, arbitrary, or against public policy, such covenants will be considered divisible with respect to scope, time, and geographic area, and in such lesser scope, time and geographic area, will be effective, binding and enforceable against the parties hereto.
No Waiver. No course of dealing or failure of Seller or Customer to strictly enforce any term, right or conditions of these Terms shall be construed as a waiver of such term, right or condition. No express waiver of any term, right or condition of this Agreement shall operate as a waiver of any other term, right or condition.
Compliance with Laws and Regulations. Customer is responsible for complying with any and all applicable federal, state and local laws, codes, ordinances, rules, regulations, and administrative orders, including, without limitation, export and import laws, rules and regulations and any and all other product safety laws, rules and regulations.
Modification. Notwithstanding anything contained herein, these Terms may be modified or changed only by a written amendment signed by Seller and Customer.
Limitation on Returns, Refunds, and Exchanges. The Seller does not offer returns, refunds, or exchanges of products.
Cancellation. Orders may be cancelled within 24 (twenty-four) hours of placement, unless Products have already been processed & shipped. Seller advises Buyer to immediately inform Seller if Buyer wishes to cancel an order that has already been placed.