Pre-Order Terms and Conditions
Terms & Conditions for Online Offers to Purchase
Last Updated: June 27, 2016
Please read all of these terms and conditions (“Terms”) carefully before submitting your pre-order for a Grobo automated growing system (the “Product”). By submitting your pre-order or confirming your shipping address, you agree to be legally bound by these Terms.
THE FOLLOWING IS A NON-BINDING SUMMARY OF THESE TERMS AND NOT THE ACTUAL TERMS AND CONDITIONS OF PURCHASE. PLEASE READ THE FULL TERMS AND CONDITIONS BELOW BEFORE SUBMITTING A PRE-ORDER FOR ANY OF OUR PRODUCTS.
As explained in the Terms in more detail:
- These Terms provide that all disputes related to these Terms will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court), including your rights to participate in a class action.. Please review the Arbitration Agreement in Section 18 for the details regarding your agreement to arbitrate any disputes arising under these Terms. (See Section 18)
- By submitting your pre-order, you are offering to purchase a Product from us. We may reject your offer and refund all amounts paid by you. (See Section 1)
- Specifications for our Products may change from the specifications currently published on our website. (See Section 4)
- Shipping of the Products may be significantly delayed. (See Section 5)
- Any warranty we make available for our Products will be published before we accept your offer to purchase the Product, and you will have the opportunity to rescind your offer and receive a full refund of all amounts you paid if the warranty terms are not to your liking. (See Section 11)
- Using the Product requires an active Internet connection and an account on the Grobo Service. Use of the Grobo Service is subject to the Grobo Terms of Service. (See Section 9).
- Grobo’s liability is limited. (See Sections 1 and 12).
TERMS AND CONDITIONS
- Pre-Order and Acceptance. Each pre-order you submit for a Product constitutes an offer to purchase that Product. Pre-orders are complete when you provide your shipping address to us. Completed pre-orders are subject to Grobo’s acceptance and may be rejected at any time and for any reason at Grobo’s discretion. If Grobo rejects your offer, Grobo will, as your sole and exclusive remedy and Grobo’s sole and exclusive liability, refund the amount you paid as described in Section 4. Grobo will send you an email to the address provided by you once Products are shipping to indicate whether your pre-order has been accepted or rejected. If you have any questions, comments, or concerns regarding Grobo’s pre-order acceptance policy, or if you believe that your pre-order was rejected in error, please contact Grobo at email@example.com. If you do not provide your shipping information within 30 days of Grobo’s request, Grobo may, at its sole discretion, provide you a full refund of the amount you paid or continue to attempt to contact you. Grobo will make reasonable efforts to contact you to provide a refund after that 30 day period, but if Grobo does not receive a response from you within 90 days of Grobo’s initial request for your shipping address, or if Grobo is not able to process your refund after that 30 day period (for example, due to a cancelled credit card or closed PayPal account), then Grobo will treat the amount that you paid as unclaimed property in accordance with applicable law.
- You must be at least 18 years old to offer to purchase a Product. By agreeing to these Terms, you represent and warrant to us that you are at least 18 years old. If you are offering to purchase a Product on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.
- In order for your offer to be eligible for Grobo’s acceptance, you must have a valid credit card or verifiable consent to use the credit card of a parent or guardian and you must pay the amount for the Product elected by you as set forth on the Grobo website by credit card through PayPal, Stripe, or any other payment method designated on our website. Payment does not guarantee acceptance of your pre-order.
- Specifications; Refunds. We want you to be totally happy with the Product, but please be aware that the specifications for the Products may change prior to shipping. If you request a refund at any time before we accept your pre-order, we will process it promptly, and we will refund the full amount you paid. Once you provide your shipping address and we have accepted your offer, the policy in the immediately preceding sentence no longer applies. Instead, Grobo’s refund policy and limited warranties will apply. The Grobo refund policy will be published on the Grobo website at the time when Grobo begins shipping Products (“Refund Policy”). For further information on Grobo’s limited warranties, please see Section 11 of these Terms.
- Shipping and Delay. The Products are not ready for delivery. Shipping will commence no sooner than March 1,2016, and may commence substantially later. Any shipping date is an estimate only, and the actual shipping date for any accepted pre-order will depend on a variety of factors including manufacturing schedule, and the dates of your pre-order, your completed pre-order, and when we accept your completed pre-order. Commencement of shipping is subject to change without notice to you. We list shipping charges for each country on our website, and you must pay all shipping charges for the location of the address you provide. You must also pay all tariff, import, customs, tax, and other charges applicable in your jurisdiction. If shipping costs to the address that you provide for an accepted pre-order are higher than the shipping costs you paid at the time that you offered to purchase a Product, Grobo may, in its sole discretion, require you to pay additional shipping fees or refund the full amount you paid.
- Transfer of Risk and Title. Risk of loss of the Product passes to you on Grobo’s delivery of the Product to the carrier, and you are responsible for any loss or damage to the Product from that point. Claims against a carrier for damage during shipping are your responsibility.
- The Product Prices are exclusive of all taxes, including without limitation provincial and federal sales taxes, import and export duties, levies, charges. These charges are your responsibility. If you are purchasing the Products from a jurisdiction outside of Canada, please check with your state and country’s customs office to determine what these additional costs will be prior to completing your pre-order. If you have already placed a pre-order and discovered that such taxes make your pre-order untenable for you, please contact Grobo Support to rescind your pre-order, and we will refund the amount you paid in connection with your pre-order in full.
- Export Control. You acknowledge that Products may be subject to export control laws and other laws and regulations of the United States and other countries, and that if Grobo ships a Product to you, the Product may be impounded or otherwise confiscated by customs or other authorities. You are responsible for ensuring compliance with all applicable export control laws and regulations. You represent that you will not import, export, re-export, or transfer indirectly or directly any Product without obtaining proper authorization from the applicable government agencies. Without limiting the immediately preceding sentence, you will not import, export, re-export, or transfer directly or indirectly any Product to any destination for an end use that is prohibited by applicable law.
Grobo is not liable to you in anyway whatsoever for (i) the actions of any governmental authorities, including customs authorities; or (ii) your failure to confirm and comply with any export rules and regulations. You will defend and hold Grobo harmless against all claims, damages, or liability resulting from breach of the foregoing.
- Use of the Product; Grobo Service. You represent that the Product you have offered to purchase is for your own use and not for resale. Use of the Product may be subject to local laws, regulations, and ordinances in your jurisdiction, including air quality laws, noise control laws, criminal laws, food and drug laws, health and safety laws, and any other applicable municipal, local, provincial, state, federal and international laws, rules and regulations. You are responsible for complying with all applicable laws. It is your responsibility to determine whether your use of the Product complies with local laws, regulations, and ordinances, and we do not endorse the Product for any particular use. For example, Grobo makes units that have the ability to grow medicinal cannabis, but you are still responsible for determining whether your use of the product for that purpose meets requirements of the law in your jurisdiction. You may request information about the Product from Grobo to assist you in making your determination, but Grobo will not be liable for errors in that information, for your reliance on any information provided by Grobo or for any decision you make in respect of the Product and/or use of the Product. You hereby represent and warrant to Grobo that you will only use the Product in accordance with any and all applicable laws, rules and regulations. You understand and agree that Grobo may terminate your access to the Services if we discover or have a good faith reason to believe that you are using the Products in violation of any applicable laws, rules or regulations.
Nothing in these terms or any information that Grobo provides to you is intended to be or constitutes legal advice, and we strongly encourage you to consult a legal professional to determine whether your intended use of the Product complies with the laws and regulations applicable in the jurisdiction in which you intend to use the Product. If you do not have sufficient information to determine whether your use of the Product will comply with all applicable laws, regulations, and ordinances, then you should not offer to purchase the Product. If you rescind your offer prior to our acceptance of it, we will refund to you the full amount you paid in connection with your offer. You must also use the Product in strict accordance with the user documentation provided together with the Product.
- Grobo Terms of Service. The Products will not work without an Internet connection and an account on the Grobo Service. Use of the Grobo Service is subject to the Grobo Terms of Service, and by placing a pre-order for the Products, you hereby acknowledge and agree that you have read the Grobo Terms of Service agreement and agree to be bound to its terms. If you violate the Grobo Terms of Service, you may not be able to use the Product or certain features of the Grobo Product. Grobo will not be liable for your inability to use the Product, and your sole and exclusive remedy will be to request a refund if allowed by the Grobo Refund Policy, described in Section 4.
- Intellectual Property. Grobo and its licensors own all intellectual property rights in the Products, and to the . If Grobo accepts your pre-order for a Product, you will acquire no interest or rights in Grobo’s intellectual property, and your use of the Product will be subject to the Grobo Terms of Service and other additional license terms and restrictions that will be provided together with the Product. Grobo reserves all rights in and to the Products not granted expressly in these Terms or other additional license terms.
- Limited Warranty and Disclaimer. The Grobo limited warranty for the Products is located at: Grobo.com/warranty. By placing a pre-order and providing your shipping address to us, you acknowledge and agree that you have reviewed the limited warranty for the Product you offered to purchase, and that you accept that limited warranty. Grobo will also provide the warranty terms for a Product together with the shipped Product. If you do not agree with the warranty terms do not place a pre-order or otherwise purchase the Products. EXCEPT AS MAY BE EXPRESSLY PROVIDED BY GROBO IN THE WARRANTY APPLICABLE TO A PRODUCT AT THE TIME THE ORDER FOR THE PRODUCT IS ACCEPTED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT GUARANTEED WARRANTY OF ANY KIND, AND GROBO HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE PRODUCT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. GROBO DOES NOT WARRANT THAT USE OF ANY PRODUCT WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OTHER HARMFUL COMPONENTS, AND DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. GROBO DOES NOT WARRANT THAT ANY PRODUCT COMPLIES WITH ALL APPLICABLE LAWS OR REGULATIONS IN ANY PARTICULAR JURISDICTION. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF THE PRODUCT.
- Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL GROBO BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE ANY PRODUCT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF GROBO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. You agree that if any lawsuit or court proceeding is permitted under these Terms, the aggregate liability of Grobo and its affiliates and suppliers to you for all claims arising out of or related to these Terms or your use or inability to use a Product will not (other than as may be required by applicable law in cases involving personal injury) exceed the amount you paid to Grobo for that Product. These limitations will apply even if the above stated remedy fails of its essential purpose. Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks under these Terms between the parties. This allocation is an essential element of the basis of the bargain between the parties.
- Indemnity. You alone are responsible for the manner in which you use the Product. You shall defend, indemnify and hold harmless Grobo and its officers, directors, employees, agents, affiliates, and suppliers (“Indemnitees”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your use of, or alleged use of, any Product; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity right; (d) any dispute or issue between you and any third party; or (e) your violation of any applicable law, rule or regulation. We reserve the right to assume the exclusive control of the defence, subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.
- Force Majeure. If Grobo accepts your offer to purchase a Product, Grobo will not be liable to you for any delay, including any delay due to an event beyond Grobo’s reasonable control, such as an act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man-made eventuality outside of Grobo’s control.
- Modification of these Terms. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, you will be required to accept the modified Terms in order for your pre-order to remain valid. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
- Controlling Law and Severability. These Terms will be governed by and construed in accordance with the laws of the Province of Ontario, excluding its conflict of law principles. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any portion of these Terms to be unenforceable, the remainder of these Terms will continue in full force and effect.
- In the interest of resolving disputes between you and Grobo in the most expedient and cost effective manner, you and Grobo agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND GROBO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Except as otherwise provided in this Agreement, if any dispute arises under this Agreement, it will be settled by binding arbitration in accordance with the provisions of this Section 19. If any dispute arises between the Parties relating to the application, interpretation, implementation or validity of this agreement, the Parties agree to resolve the dispute by arbitration using the Canadian Arbitration Association Expedited Arbitration Rules. The parties agree that the Canadian Arbitration Association Expedited Arbitration Rules give the parties a fair opportunity to present their case and respond to the case of the other side. The arbitration shall be held in Ottawa, Ontario and shall proceed in accordance with the provisions of the Arbitration Act, 1991 (Ontario). Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction. If Section 19 is found to be unenforceable or if the entirety of this Section 18 is found to be unenforceable, then the entirety of this Section 18 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 17 will govern any action arising out of or related to these Terms.
- Contact Information. Grobo, Inc. is located at 151 Charles Street West, Suite 199, Kitchener, ON N2G 1H6, Canada. You may contact us by sending correspondence to that address or by emailing us at firstname.lastname@example.org.