Terms and Conditions
Please read these Terms and Conditions of Sale ("Terms and Conditions") carefully before using this web site. If you do not agree with any of these Terms and Conditions, do not use this web site. By using this web site, you signify your agreement with these Terms and Conditions. Stem Pearls® reserves the right, in its sole discretion, to modify, alter or otherwise update these Terms and Conditions at any time, and such modifications shall be effective immediately upon posting of the modified Terms and Conditions. By using this service after we have posted such modifications, alterations or updates, you agree to be bound by the revised terms.
The Terms and Conditions contained herein (the "Agreement") constitute the entire agreement between Stem Pearls®, LLC ("we", "us", "our") and the party that places a purchase order ("Order") with us ("you", "your") via our web site, and shall control all such purchases of Products (as hereinafter defined) by you from us. Although we have used reasonable efforts to accurately illustrate and describe our Products in our advertising material, such illustrations and descriptions are for the sole purpose of identifying the Products, and do not express or imply an affirmation of fact that the Products will conform to their respective illustrations or descriptions. We hereby reserve the right to correct clerical, typographical and other errors made on our web site or by our employees at any time.
2. ORDERS, PRICES AND PAYMENTS
- 1.1 "Product(s)" shall mean any product(s) that we offer for sale on our web site.
- 2.1 To order a Product, you will need to follow the ordering procedures set forth on the order page of our web site. Details regarding the prices of Products, and the procedures for payment and delivery, are displayed on our web site.
- 2.2 You must pay for the Products by credit or debit card at the time of order, which will be deemed to have been received once the funds have cleared.
- 2.3 You undertake that all details that you provide to us for the purpose of purchasing Products will be correct, and that the credit or debit card which you use belongs to you.
- 2.4 Prices charged will be those current at the time of delivery of the Products. We try to ensure that the prices of Products displayed on our web site are accurate. However, if we discover an error in the price of Products that you have ordered, we will inform you as soon as possible, and give you the option of reconfirming the Order at the correct price or canceling it. In the event that we are unable to contact you in such instance, we will consider the Order cancelled.
- 2.5 All prices quoted are exclusive of any tax, duty, or other fee imposed upon the transaction by any Federal, state or local government of the United States and/or foreign government authority; all such fees shall be paid by you and are in addition to the price quoted.
- 3.1 Deliveries will be made to the address stipulated in the Order. You must ensure that someone is present to accept delivery.
- 3.2 Delivery charges and estimated timeframes are specified when you place an Order. We will attempt to deliver Products by the date, or within the period, specified; however, such dates or periods are good faith estimates, and we will not be liable for failure to deliver by such date or within such period.
- 3.3 We may deliver the Products in installments if the Products are not available at the same time for delivery.
- 3.4 We will attempt to comply with reasonable requests by you for the postponement of delivery, but shall be under no obligation to do so. Where delivery is postponed for reasons other than our default, you shall pay the expenses associated with the delay.
5. LIMITED WARRANTY; LIMITATION ON LIABILITY
- 4.1 We reserve the right to refuse any Order placed by you for any reason.
- 4.2 If you are not satisfied with any Product, you may return such Product, provided that the Product is returned by you within ten (10) days from the date that you received such Product and provided that you return such Product in its original condition and packaging. Prior to returning a Product, you must contact us for a return request form, which shall set forth details related to Product returns.
6. RISK OF LOSS
- 5.1 WE UNDERTAKE THAT OUR PRODUCTS ARE FIT FOR THE PURPOSE FOR WHICH THEY ARE INTENDED. WE EXCLUDE ALL OTHER EXPRESS OR IMPLIED TERMS, CONDITIONS, WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH REGARD TO ANY PRODUCTS, OUR WEB SITE OR ANY INFORMATION OR SERVICE PROVIDED THROUGH OUR WEB SITE.
- 5.2 OUR AGGREGATE LIABILITY IN DAMAGES OR OTHERWISE SHALL NOT EXCEED THE PAYMENT, IF ANY, RECEIVED BY US FOR THE PRODUCT WHICH IS THE SUBJECT OF THE CLAIM OR DISPUTE. IN NO EVENT SHALL WE BE LIABLE, WHETHER IN CONTRACT, IN TORT, UNDER WARRANTY, IN NEGLIGENCE OR OTHERWISE, FOR LOSS OF USE, INTERRUPTION OF BUSINESS OR LOST PROFITS, OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND WHATSOEVER, HOWSOEVER CAUSED, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PRICE STATED FOR THE PRODUCTS IS BASED UPON AND IN CONSIDERATION FOR LIMITING OUR LIABILITY AS HEREIN PROVIDED.
7. FORCE MAJEURE
- 6.1 Risk of loss and damage to Products passes to you on the first date that the Products are delivered to the location specified in the Order, even if another attempt at delivery needs to be made on account of someone not being present to accept delivery.
8. GENERAL TERMS
- 7.1 In addition to any excuse provided by Sections 2-613 through 2-615 of the Uniform Commercial Code, or any other applicable law, we shall be excused from any liability, loss or damage to you or any other person for canceling or suspending Orders due to delays in delivery arising from events beyond our control, regardless of whether or not such events were foreseeable by you or us when the Products were ordered. Such uncontrollable events include, but are not limited to, acts of God, war, governmental or regulatory restrictions, fires, floods, explosions, strikes, lock-outs, labor disturbances, trade disputes, damage to or destruction of Products, breakdown of machinery, delivery delays and shortages of labor and/or raw materials.
- 8.1 You agree that these Terms and Conditions and any dispute arising out of your use of our web site or the Products provided via our web site will be governed by and construed in accordance with local laws applicable in our domicile, notwithstanding any differences between said legislation and the legislation in force at your location.
- 8.2 The headings in this Agreement are inserted for convenience only, and are not intended to affect the interpretation or construction of the terms and conditions.
- 8.3 In the event that any of the terms of this Agreement become or are declared to be illegal by any court of competent jurisdiction or arbitrator(s), such term(s) shall be null and void. All remaining terms of this Agreement shall remain in full force and effect.
- 8.4 Our failure to enforce strict compliance with the terms of this Agreement shall not constitute a waiver of any of the terms.
- 8.5 This Agreement constitutes the entire agreement between you and us concerning the subject matter of this Agreement, and there are no understandings, agreements, representations, conditions, warranties, or other terms, express or implied, which are not specified herein. This Agreement may only be modified by a written document executed by our and your authorized representatives. No writing executed on behalf of us shall be valid unless signed by an authorized signatory.
- 8.6 Neither this Agreement nor any rights hereunder shall be assigned or otherwise transferred by you (by operation of law or otherwise) without our prior written consent. This Agreement shall bind and inure to the benefit of your and our successors and permitted assigns.