Terms and Conditions of Sale
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
BY PLACING AN ORDER FOR
PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS
YOU MAY NOT ORDER OR OBTAIN
PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS,
(B) ARE NOT AT LEAST 18 YEARS OF AGE OR (C) ARE PROHIBITED FROM ACCESSING OR
USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY
These terms and conditions
(these "Terms") apply to the purchase and sale of products and
services through habitclimbing.com or
store.vsclimbinggyms.com (the "Site").
These Terms are subject to change by Vertical Solutions, LLC, dba, Habit
Climbing (referred to as "us", "we", or "our" as
the context may require) without prior written notice, in our sole discretion.
The latest version of these Terms will be posted on the Site, and you should
review these Terms before purchasing any product or services that are available
through the Site. Your continued use of the Site after a posted change in these
Terms will constitute your acceptance of and agreement to such changes.
These Terms are an integral
products or services through the Site.
2. Order Acceptance
and Cancellation. You agree that your order is an offer to buy, under these
Terms, 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 any orders in our sole discretion.
After having received your order, you will receive a confirmation email with
your order information. Acceptance of your order and the formation of the
contract of sale between us and you will not take place unless and until you
have received your order confirmation email. You have the option to cancel your
order at any time before we have sent your order confirmation email by emailing
us at: email@example.com.
3. Prices and
(a) All prices
posted on the Site are subject to change without notice. The price charged for
a product or service will be the price in effect at the time the order is
placed and will be set out in your order confirmation email. Price increases
will only apply to orders placed after such changes. Posted prices do not
include taxes or charges for shipping and handling. All such taxes and charges
will be added to your merchandise total and will be itemized in your shopping
cart and in your order confirmation email. We are not responsible for pricing,
typographical, or other errors in any offer by us and we reserve the right to
cancel any orders arising from such errors.
(b) Terms of payment
are within our sole discretion. Payment must be received by us before our
acceptance of an order, unless you have been approved for invoiced payments
according to Section 3(c). We accept the payment methods listed when you place
your order from your cart or as provided in an invoice, if applicable. You
represent and warrant that (i) the credit card information you supply to us is
true, correct, and complete, (ii) you are duly authorized to use such 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.
(c) Pre-approved customer accounts may
be eligible for invoiced payments. For pre-approval, select Wholesale-Invoice when
registering an account, or to request invoicing to an existing account,
email: firstname.lastname@example.org. Such accounts may be subject to
credit limits and other terms as provided from time to time at our discretion.
You agree to pay all invoiced amounts no later than the earliest of the
following dates: (i) the payment date provided in the issued invoice, or (ii)
30 days from the invoice date. All late payments shall bear interest at
the lesser of the rate of 6% per month or the highest rate permissible under
applicable law, calculated daily and compounded monthly. All
invoiced payments shall be in US dollars and made by check or electronic
transfer unless otherwise provided in the invoice.
Delivery; Title and Risk of Loss.
(a) We will arrange
for shipment of the products to you according to the delivery option you
select. You will pay all shipping, customs and handling charges,
unless otherwise specified by us during the ordering process.
(b) 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 lost shipments or delays in shipments.
5. LIMITED WARRANTY.
THIS LIMITED WARRANTY GIVES YOU
SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE
WE LIMIT THE DURATION AND
REMEDIES OF ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE DURATION OF
THIS LIMITED WARRANTY.
NO IMPLIED WARRANTIES FOR
In the case you are purchasing
our goods or services for or on behalf of a legal entity or business (rather
than as an individual consumer), the warranty is limited as follows:
TO THE EXTENT NOT PROHIBITED BY
LAW, THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, ORAL,
WRITTEN, STATUTORY, EXPRESS OR IMPLIED. EXCEPT FOR THE EXPRESS
WARRANTIES CONTAINED IN THIS LIMITED WARRANTY STATEMENT AND TO THE EXTENT NOT
PROHIBITED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW
DISCLAIMERS OF IMPLIED WARRANTIES, SO THIS DISCLAIMER MAY NOT APPLY TO YOU. TO
THE EXTENT SUCH WARRANTIES CANNOT BE DISCLAIMED UNDER THE LAWS OF YOUR
JURISDICTION, WE LIMIT THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE
DURATION OF THE EXPRESS LIMITED WARRANTY PROVIDED BELOW.
OUR RESPONSIBILITY FOR
DEFECTIVE PRODUCTS IS LIMITED TO REPAIR, REPLACEMENT OR REFUND, IN OUR
DISCRETION. TO THE EXTENT IT IS REASONABLY PRACTICABLE, YOU WILL PROVIDE US
WITH THE ACTUAL ALLEGEDLY DEFECTIVE CLIMBING HOLD FOR EXAMINATION. NEITHER ANY
PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT OR
ADVICE PROVIDED BY US OR ANY BRANDS SOLD BY US, OR AGENTS OR EMPLOYEES THEREOF,
WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS
5(a)Who May Use This
limited warranty extends only to the original purchaser of products and
services from the Site. It does not extend to any subsequent or other owner or
transferee of the product or any transferee or other beneficiary of any
Does This Warranty Cover?
limited warranty covers during the Warranty Period (as defined below) defects
in materials and workmanship in products manufactured by us that are sold
through the Site. This includes climbing holds and pads, but
excludes most other products purchased from the Site.
5(c)What Does This Warranty
limited warranty does not cover:
- COLOR FADING;
- MODIFICATIONS NOT MADE BY US;
- DESIGN DEFECTS;
- DAMAGE RELATED TO IMPROPER USE; ABUSE; REGULAR WEAR AND TEAR; ACCIDENTS;
IMPROPER INSTALLATION, REMOVAL OR CLEANING;
- FACTORY SECOND OR USED PRODUCTS; AND
- PRODUCTS MANUFACTURED BY THIRD PARTIES.
Many of the products sold on the Site are manufactured by other
companies. The manufacturer may offer its own warranty, but we do
not offer a warranty on those products. That means they are sold “as
is” and “with all faults”. If the manufacturer offers a warty for the product,
it can usually be found on the manufacturer’s website or with the product
packaging. For any product sold on the Site other than one
manufactured by us, you agree that your remedy is solely with the product
manufacturer and not us.
5(d)What is the Period of
limited warranty starts on the date of your purchase and lasts for two years (the
“Warranty Period”). The Warranty Period is not extended if we repair or
replace a warranted product or re-perform a warranted service. We may change
the availability of this limited warranty at our discretion, but any changes
will not be retroactive.
5(e)What Are Your Remedies
Under This Warranty?
respect to any defective products during the Warranty Period, we will, in our
sole discretion, either: (i) repair or replace such products (or the defective
part) free of charge or (ii) refund the purchase price of such products.
Do You Obtain Warranty Service.
obtain warranty service, you must email us at email@example.com during
the Warranty Period.
THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES
AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED
WARRANTY. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT OR SERVICE THAT YOU
HAVE PURCHASED THROUGH THE SITE, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE
FOR ANY LOSS OF WORK, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT,
ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS OR SERVICES, OR ANY
CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER
DIRECT OR INDIRECT.
6. Returns for Incorrect or Damaged Orders
(Non-Warranty Returns). You may submit a Return Materials Authorization (RMA)
or other form of return submission we may use for product returns if you want
to return your order and your return fits the following conditions: (i) the product must be in new or like new condition
and in the original packaging; and (ii) the product must be the incorrect
product from the one(s) listed on your order confirmation (e.g., wrong set,
missing set, or broken holds.)
We reserve our right to deny return
and refund claims for products that we deem conform to the sales confirmation,
which may include the following: the following:
All hardware sales are
final. We will not accept returns for any of our hardware products, unless it
meets the conditions above.
Color Discrepancies. If you think the color
of the product you receive is different than the one listed in the order
confirmation (that is, it is not the correct color code) we will discuss
options with you, but we reserve the right to deny the return if the product
conforms to the order confirmation. You are responsible for referencing and
confirming the color samples provided on the Site before submitting your order.
If you are unsure about color options or have questions about color matching, please
feel free to contact us and we will be happy to assist you.
Hold Seconds: Hold seconds are sold AS IS and are considered
to have cosmetic defects (color issues, oversanding, etc) and are therefore not
up to cosmetic quality standards for retail sales. We do not accept returns on
hold seconds under any circumstances.
and risk of loss pass to us only upon our receipt of returned products. If you are returning orders over $100 we
recommend you use a trackable shipping service and shipping insurance. We
reserve the right to deduct from any refunds or charge additional fees for replacement
shipping and restocking.
Property Use and Ownership.
Vertical Solutions, LLC and any
of its respective licensor(s) are and will remain the sole and exclusive owners
of all rights in and to each product and service made available through or on the
Site and any related specifications, instructions, documentation, functions,
source code, designs or other materials, including, but not limited
to, all related copyrights, know-how, patents, trademarks and other
intellectual property rights. You do not and will not have or acquire any
ownership of any intellectual property rights relating to the products or
services available on the Site. Other than as part of the intended
use of the Site, you agree that you will not access, use (in whole or in part),
copy, or reverse engineer any designs, function, technology, source code, or program
used or available through the Site.
available on the Site governs the processing of all personal data collected
from you in connection with your use of the Site.
9. Force Majeure.
We will not be liable or responsible to you, nor be deemed to have defaulted or
breached these Terms, for any failure or delay in our performance under these
Terms when and to the extent such failure or delay is caused by or results from
acts or circumstances beyond our reasonable control, including, without
limitation, acts of God, flood, fire, earthquake, explosion, governmental
actions, war, invasion or hostilities (whether war is declared or not),
terrorist threats or acts, riot or other civil unrest, national emergency,
revolution, insurrection, epidemic, pandemic, disease, quarantines,
governmental regulation or action restricting normal operations, lockouts,
strikes or other labor disputes (whether or not relating to our workforce), or
restraints or delays affecting carriers or inability or delay in obtaining
supplies of adequate or suitable materials, materials or power, computer
system, internet, or telecommunication breakdown or outage.
10. Governing Law
and Jurisdiction. All matters arising out of or relating to these Terms are
governed by and construed in accordance with the internal laws of the State of
Utah without giving effect to any choice or conflict of law provision or rule
(whether of the State of Utah or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than those of the State of
You will not assign any of your rights or delegate any of your obligations
under these Terms without our prior written consent. Any purported assignment
or delegation in violation of this Section 11 is null and void. No
assignment or delegation relieves you of any of your obligations under these
12. No Waivers.
The failure or delay by us to enforce any right or provision of these Terms
will not constitute a waiver of future enforcement of that right or provision.
The waiver of any right or provision by us will be effective only if in writing
and signed by a duly authorized representative of Vertical Solutions, LLC.
13. No Third
Party Beneficiaries. These Terms do not and are not intended to confer
any rights or remedies upon any person other than you.
You. We may provide any notice to you under these Terms by: (i) sending a
message to the email address you provide or (ii) by posting to the Site.
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 in your account settings with us.
Us. To give us notice under these Terms, you must contact us as follows:
(i) by certified mail to Vertical Solutions, 1450 S 400 W, Salt Lake City, UT
84115. We may update the address for notices to us by posting a notice on the
Site. Notices provided by personal delivery will be effective immediately.
Notices provided by registered or certified mail will be effective three
business days after they are sent.
If any provision of these Terms is invalid, illegal, void or
unenforceable, then such invalid, illegal, void or unenforceable provision
or portion thereof, will be deemed severed from these Terms and will not affect
the validity or enforceability of the enforceable portion of such provision or
the remaining provisions of these Terms.
Agreement. These Terms, our order confirmation or invoice for your
final and integrated agreement between you and us for all purchases by you on
Habitclimbing.com, and on the matters contained in these Terms.