TERMS AND CONDITIONS OF SALE
These Terms and Conditions of Sale (these “Terms”) apply to the purchase and sale of all products by a purchaser (hereinafter, “you” or the “purchaser”) through www.fruily.com (the “Site”). These Terms are subject to change by Fruily, LLC (the “Company,” “us,” “we,” or “our”) without prior written notice at any time, in our sole discretion. You should review these Terms prior to purchasing any products that are available through the Site. Any changes to these Terms will be in effect as of the “Last Updated Date” referenced on the Site, and your continued use of the Site after the “Last Updated Date” will constitute your acceptance and agreement to such changes.
1. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products listed in your order. All orders must be accepted by us or we will not be obligated to sell the products 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.
2. Prices and Payment Terms.
- A. All prices, discounts, and promotions posted on the Site are subject to change without notice. The price charged for a product will be the price in effect at the time the order and will be set out in your order confirmation e-mail. Price increases will only apply to orders placed after such changes are posted on the Site. 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 order confirmation e-mail.
- B. 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.
- C. Terms of payment are within our discretion and payment must be received by us before our acceptance of an order. Payment for an order may be made by credit card or ACH wire transfer. You represent and warrant that (i) the financial information you supply to the Company is true, correct, and complete; (ii) you are duly authorized to use such account for the purchase; (iii) charges incurred by you will be honored by your credit card company or banking institution; and (iv) you will pay all charges incurred by you at the invoiced prices, including shipping and handling charges, and all applicable taxes.
- D. We may offer from time to time promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
3. Shipments; Delivery; Title and Risk of Loss.
- A. We will arrange for shipment of your order to you. Please check the Site for specific delivery options. You will pay all shipping and handling charges specified during the ordering and checkout process.
- B. Title and risk of loss pass to you upon our tender of products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed.
4. Returns/Refunds. Unless otherwise agreed by us in our sole discretion, we will accept a return of the products for a full refund of your purchase price, within 60 days of delivery with valid proof of purchase and provided such products are returned in their original condition. To return products, please email our Returns Department at firstname.lastname@example.org. We may, in our sole discretion, consider return requests submitted more than 60 days after delivery of the products, provided that refunds for such products will be reduced by the amount of original shipping and handling costs and a restocking fee of twenty-five percent (25%) of the original purchase price.
- A. Refunds are processed within approximately five (5) business days of our receipt of the returned merchandise. Your refund will be credited back to the original payment method used to make the purchase on the Site.
- B. For defective returns, please refer to the Limited Warranty set forth in Section 5 below.
5. LIMITED WARRANTY.
WE WARRANT THAT DURING THE WARRANTY PERIOD, THE PRODUCTS PURCHASED FROM THE SITE WILL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP.
THE DURATION AND REMEDIES OF ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED TO THE DURATION OF THIS LIMITED WARRANTY.
SOME STATES DO NOT ALLOW LIMITATIONS ON THE DURATION OF AN IMPLIED WARRANTY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.
OUR RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO REPLACEMENT OR REFUND AS SET FORTH IN THIS WARRANTY STATEMENT. NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT, OR ADVICE PROVIDED BY US OR ANY OF OUR AGENTS OR EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY.
THE REMEDIES DESCRIBED IN SECTION 5(e) ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY.
- a. Who May Use This Warranty. This limited warranty extends only to the original purchaser of products from the Site, and does not extend to any subsequent or other owner or transferee of the products.
- b. What Does This Warranty Cover. This limited warranty covers during the Warranty Period (as defined below) defects in materials and workmanship in products purchased from the Site.
- c. What Does This Warranty Not Cover. This limited warranty does not cover any damages due to:
- Improper use;
- Failure to follow product instructions;
- Combination or use with any products not provided or authorized in writing by the Company; or
- External causes such as accidents, abuse, or other actions or events beyond our reasonable control.
- d. Warranty Period. For purposes of this limited warranty, the “Warranty Period” for a product purchased from the Site shall commence on the date of purchase and continue to and through the printed expiration date for such product.
- e. Remedies. With respect to any defective products during the Warranty Period, we will, in our sole discretion, either: (i) replace such products free of charge; or (ii) refund the purchase price of such products. We will also pay for shipping and handling fees to return the replacement product to you if we elect to replace the defective products.
- f. Warranty Service. To obtain warranty service, please e-mail Customer Service at email@example.com
6. Limitation of Liability.
- a. IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
- b. IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO YOUR PURCHASE OF A PRODUCT ORDERED THROUGH THE SITE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE COMPANY FOR SUCH PRODUCT UNDER THE APPLICABLE ORDER.
7. Goods Not for Resale or Export. You represent and warrant that you are buying products from the Site for your own personal or household use only, and not for resale or export.
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, 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 telecommunication breakdown or power outage.
10. Entire Agreement. These Terms, as may be amended from time to time, represent the entire agreement between you and the Company with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.
11. No Waiver. No waiver by the Company of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by the Company. No failure to exercise or delay in exercising any right, remedy, power, or privilege arising from these Terms operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
12. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Florida without regard for conflict of laws principles.
13. Arbitration; Class Action Waiver.
- a. If not resolved through negotiation, any dispute between you and the Company arising under, out of, or in relation to these Terms must be submitted to binding arbitration under the authority of the Federal Arbitration Act and must be determined by arbitration administered by the American Arbitration Association pursuant to its then-current commercial arbitration rules and procedures, including procedures for emergency relief. Any arbitration must be on an individual basis and the parties have no authority or power to proceed with any claim as a class action or otherwise to join or consolidate any claim with any other claim or any other proceeding involving third parties. The arbitration must take place in Broward County, Florida. The arbitrator must follow the law and not disregard the provisions of these Terms. A judgment may be entered upon the arbitration award by any state or federal court of competent jurisdiction. The decision of the arbitrator will be final and binding on all parties to the dispute; however, the arbitrator may not under any circumstances: (i) assess punitive, exemplary, or consequential damages; or (ii) make any award which extends, modifies, or suspends any lawful provision of these Terms or any reasonable standard of business performance that the Company sets. The arbitrator, and not a court, shall have the exclusive authority to resolve any dispute over the enforceability of all or any part of this Section 14. In the event that any one or more provisions of this Section shall be or become invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Section shall not be affected thereby.
- b. Notwithstanding the foregoing, the parties agree that the provisions of Section 13(a) shall not apply to any action for declaratory or equitable relief, including but not limited to seeking preliminary or permanent injunctive relief, specific performance, or other relief in the nature of equity to enjoin any harm or threatened harm to a party’s tangible or intangible property, brought at any time, including, without limitation, prior to or during the pendency of any arbitration proceedings initiated hereunder.
14. Notices to 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.
15. Your Comments and Questions. Any questions and comments regarding these Terms should be directed to firstname.lastname@example.org