**PLEASE SCROLL DOWN AND READ THE ENTIRE SALES AGREEMENT. IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE “ACCEPT” BUTTON AT THE BOTTOM OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT PROCEED.**
Sales Agreement
TERMS AND CONDITIONS OF SALE
PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ORDER YOUR PRODUCT.
THESE TERMS ARE NON-NEGOTIABLE. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT PLACE YOUR ORDER.
1. SCOPE & APPLICATION:
THESE TERMS AND CONDITIONS OF SALE (“TERMS”) APPLY TO ALL OFFERS, SALES AND PURCHASES OF THE PRODUCTS (“PRODUCTS”) VIA THE COINTERRA WEBSITE (“SITE”), TELEPHONE OR IN PERSON WHICH ARE SOLD BY COINTERRA, INC. (“COINTERRA”) OR ITS AFFILIATES. WE RESERVE THE RIGHT TO AMEND OR UPDATE THESE TERMS AT ANY TIME BY POSTING SUCH AMENDED OR UPDATED TERMS ON THE SITE.
REFERENCES TO (A) “US”, “WE” OR “OUR” IS CONSTRUED TO MEAN COINTERRA, OR ITS AFFILIATES, AND (B) “YOU” OR “YOUR” IS CONSTRUED TO MEAN THE PURCHASER OF THE PRODUCT.
2. PURCHASES ARE FINAL:
ALL PURCHASES ARE FINAL, NON-CANCELABLE AND NON-REFUNDABLE. NO CANCELLATION OR RESCHEDULING OF ORDERS BY YOU WILL BE ACCEPTED.
3. OFFER, ACKNOWLEDGMENT AND ACCEPTANCE; CANCELLATION POLICY:
3.1 Any prices, quotations and descriptions made or referred to on this site with respect to the Product are subject to availability, do not constitute an offer and may be withdrawn or revised at any time prior to our express acceptance of your order (as described below).
3.2 While we make every effort to ensure that items appearing on the site are available as stated, or will be available in the future, we cannot guarantee that all items are available for shipment during the time period specified, or available for distribution or delivery to all parts of the Territory (as defined below) when you submit your order. We may reject your order without liability for any reason or no reason at all. If this is the case, we will refund any prior payment that you have made for that item after deducting any banking fees.
3.3 An order submitted and prepayment made by you within seven (7) days of the order submission, constitutes an offer by you to us to purchase the Product on these Terms (“Offer”) and is subject to our subsequent acceptance.
3.4 Prior to such acceptance, an automatic e-mail acknowledgement of your order or pre-order may be generated. Please note that any such automatic acknowledgement does not constitute a formal acceptance of your order.
3.5 Our acceptance of your order takes effect when such offer is expressly accepted by us by notifying you that your order has been accepted or by dispatching your order (“Acceptance”).
3.6 After the order submission, at no point you may modify or cancel your order without our prior express written consent. However, we may cancel your order at any time prior to shipment for any reason in our sole discretion, and in such event, we will issue you a credit or refund for any prepayment made by you.
4. PRICE AND TERMS OF PAYMENT:
4.1 Prices payable for the Product are those in effect at the time of purchase. Prices may be indicated on this site or an order acknowledgement but the authoritative price in the event of any discrepancy, is the price that is notified to you on our Acceptance.
4.2 The prices are specific to the time of the order and the delivery period of the Product. We reserve the absolute right to change the prices for the Product ordered at any later time or ordered for a different delivery period. We will not entertain any price adjustment request or refund request.
4.3 We have the right at any time prior to our Acceptance to withdraw any discount and/or to revise prices to take into account increases in costs including (without limitation) costs of any materials, carriage, labor or the increase or imposition of any tax, duty or other levy and any variation in exchange rates. We also reserve the right to notify you of any corrections in the Product descriptions or in pricing prior to product dispatch. In such event if you choose to continue with fulfillment of the order, you acknowledge that the Product will be provided in accordance with such revised description or corrected price.
4.4 The places that we deliver the Product are listed on the site (“Territory”).
4.5 Unless otherwise specified, prices quoted are exclusive of: (a) the costs of shipping or carriage to the agreed place of delivery within the Territory (charges for which are stated on the site); and (b) value added tax (“VAT”) and any other tax or duty which (where applicable) must be added to the price payable. You agree to pay for taxes, shipping or carriage of the Product as such costs are specified by us on the site when you submit your order. You acknowledge that the declared value of the Product will be the same as the retail value of the Product.
4.6 You shall make payment for the Product at the time of placing an order, or within seven (7) calendar days thereof, by such methods as are indicated on the site (and not by any other means unless we have given our prior express written consent). Payment for Product will be made in United States dollars by wire transfer or other prearranged payment methods. Invoices are due and payable within the time period noted on your invoice, measured from the date of the invoice. We may invoice parts of an order separately. Your order is subject to cancellation by us, in our sole discretion.
5. DELIVERY AND RISK:
5.1 Delivery timescales/dates specified on the site, in any order acknowledgement, Acceptance or elsewhere are estimates only. While we endeavor to meet such timescales or dates, we do not undertake to dispatch the Product by a particular date or dates and shall not be liable to you in respect of delays or failure to do so.
5.2 Delivery shall be to a valid address within the Territory submitted by you and subject to Acceptance (“Delivery Address”). You must check the Delivery Address on any acknowledgement or Acceptance we provide and notify us without delay of errors or omissions. We reserve the right to charge you for any extra costs arising from changes you make to the Delivery Address after you submit an order.
5.3 Except to the extent required as a result of any mandatory rights you have under applicable law, you shall not be entitled to reject the Product in whole or in part by reason of short delivery and shall pay in full notwithstanding short delivery or non-delivery unless you notify us in writing of any claim within 3 calendar days of the later of the date of receipt of the relevant invoice or delivery whereupon you shall pay for the quantity actually delivered.
5.4 Save as otherwise provided in these Terms, risk of loss of or damage to the Product passes to you on delivery or when placed in your possession or that of any carrier or transport, whichever shall occur first. Title to Product passes from us to you upon shipment or collection. Product is delivered to you Ex Works in accordance with INCOTERMS 2010. You are responsible for taxes, duties, and shipping & handling costs unless otherwise expressly indicated in writing at the time of sale. Loss or damage that occurs during shipping by a carrier is your responsibility. You must notify us within three (3) days of the date of receipt of Product if you believe that any part of your purchase is missing, wrong or damaged. Shipping and delivery dates are estimates only.
5.5 You agree to use your real name, verifiable through a government issued identification card, in placing an order. You further verify and represent that you are above the age of 18. During the pendency of your order, you will be the Customer of Record (“COR”). We will only communicate with the COR for any order related issues and any service and warranty related issues. During the pendency of the order, information about the COR can only be changed by providing us a copy of the government issued ID, a notarized request to make changes to the COR record and by paying an administrative fee of $99 per unit. You acknowledge that any request for information or an action, from an email address not on file may be denied. To ensure proper credit to your account, we may also request payment verification from you. The Products are sold for business use only and you hereby accept that you have purchased the Products in order to conduct a business.
5.6 The risk of the product passes to you at the time of shipping of the product to you. We will not be responsible for any delay or hold for export or import custom departments. We will assist you in providing all the accurate information that you may need for export/import clearance.
6. PRODUCT SPECIFICATIONS; DISCLAIMER OF WARRANTIES; CHANGED OR DISCONTINUED PRODUCT
6.1 All Product specifications, illustrations, drawings, particulars, dimensions, performance data and other information on the site or made available by us are intended to represent no more than a general illustration of the Product and its features and do not constitute a warranty or representation by us that the Product will conform with the same. For Products that have not been officially released (“Pre-release Products”), the performance specification shall be considered as the target specification and not a guarantee of performance.
6.2 We warrant that Product(s) will, at the time of shipment and for a period of thirty (30) days thereafter, be free from defects in material and workmanship, be free of all liens and encumbrances, and will generally conform to our approved specifications of the version of the Product that is available for immediate shipping (“Currently Approved Specifications”). If available, you may purchase an extended warranty at the time of your initial purchase. Because of the specialized nature of the ASIC, a Product within 20% of the Currently Approved Specification shall be considered conforming. You must advise us in writing of any claims of subpar performance or DOA unit (“DOA Units”) within two (2) days of the receipt of the Product. For DOA Units and for other claims within the warranty period you must obtain our return merchandise authorization (“RMA”) and return the Product(s) within the time period and to the location as specified in the RMA. Prior to issuing an RMA we may request and you agree to undertake diagnostic tests to determine if the unit is an RMA candidate. In no event will we be responsible for any non-conformance or other defects in the Product(s) resulting from improper handling during or after shipment, misuse, neglect, improper installation or operation, repair, alteration, accident or for any other cause not attributable to defective workmanship or failure to meet specifications on our part. This warranty shall not be expanded, and no obligation or liability will arise, due to technical advice or assistance, computerized data, facilities or services we may provide in connection with your purchase. The warranty continues after the RMA, less any shipping/repair time, but does not restart the warranty period.
If a unit is not covered by the RMA (e.g., security seals are broken, or you have not followed instructions and have voided the warranty) you will be responsible for the payment for repairs and shipping in both directions. After an initial inspection, if a non-warranty repair is indicated, we will inform you of the associated costs and upon your approval and payment verification, undertake the repair process.
If your RMA unit is shipped from abroad, we will ship it back to you in the same country with a customs declaration as a repair returned item. We have no control over, and we will not be responsible for receiving country’s customs duties, charges and import duties. We will take reasonable steps to assist by accurately declaring the shipped item as a repaired return.
For any warranty repairs, or a determination that a certain Product is an RMA candidate, we may request additional information from you, including running specific diagnostic software, or requesting images of the internal or external parts of the Product or a screenshot of the performance screen of the Product. You agree to cooperate with us and provide the requested information on a timely basis. If you refuse to cooperate with us in troubleshooting the Product, you expressly agree that we may refuse to provide any additional warranty service to you.
We will not be responsible for any performance degradation due to non-optimal environmental conditions under which the Product is operated. These non-optimal conditions may include, but are not limited to, running the Product in a dusty environment, more that 4000 ft above the sea level, running the Product without adequate ventilation, among others.
We warrant replacement Product(s) for the remaining term of the warranty on the originally delivered Product. You will be responsible for any shipping charges to and from our authorized service center, and the cost of repairs for any product that is not under warranty. If the RMA unit is found to be operational and is a conforming unit, we reserve the right to charge for the inspection and return the unit to you only after the inspection fee and return shipping costs have been paid. We provide no warranty for our Product(s) purchased through unauthorized sales channels.
All support requests must be presented to us through the support section of the site, by email to
support@cointerra.com, or by telephone to our support number. Any other channels (forums, Facebook, Twitter, bulletin boards) are unofficial and you acknowledge that we do not have any official presence there and no obligation to provide support through any other channel. Any communications made to you through the support system is personal to you. The support communications are confidential and are copyrighted by us. You are prohibited from posting the support responses, which are applicable to specific issue being addressed, in a public forum without our written consent.
THIS WARRANTY IS NON-TRANSFERABLE AND EXTENDS TO YOU THE BUYER ONLY AND MAY BE INVOKED ONLY BY YOU.
THE REMEDIES SET FORTH ABOVE ARE OUR EXCLUSIVE LIABILITY AND YOUR EXCLUSIVE REMEDIES FOR ANY BREACH OF WARRANTY OR NON-CONFORMITY OF THE PRODUCT(S). THE WARRANTY SET FORTH ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY EXPRESSLY DISCLAIMED.
WE MAKE NO OTHER WARRANTIES FOR THE PRODUCT. WE SPECIFICALLY AND EXPRESSLY DISCLAIM ANY WARRANTY WITH RESPECT TO THE EFFICACY OF THE PRODUCT FOR CRYPTOCURRENCY MINING OR THE VALUE OF THE CRYPTOCURRENCY GENERATED USING THE PRODUCT.
6.3 Our policy is one of ongoing update and revision. We may revise and discontinue Product at any time without notice to you. We will ship Product that has the equivalent or similar functionality and performance of the Product ordered, but changes between what is shipped and what is described in a specification sheet are possible.
6.4 There are no user serviceable parts inside the units. Opening the unit will void the warranty. We do not support any unapproved modification to the software or hardware and any modification will void the warranty for the unit.
7. CONSENTS, CUSTOMS DUTIES, EXPORT & RESALE
7.1 If any license or consent of any government or other authority is required for the acquisition, carriage or use of the Product by you in any part of the Territory, you shall obtain such license or consent at your own expense and if necessary produce evidence to us upon our demand. You shall be liable for any additional expenses or charges incurred by us resulting from such failure.
7.2 Items entering certain countries from outside over a certain value, may be subject to customs charges (e.g. where costs are in excess of your personal import allowance). You may be subject to customs charges, import duties and taxes, levied when the Product reaches your specified destination. You shall be liable for any such additional charges for customs clearance or import duties or taxes, since we have no control over what these charges are. You should contact the local customs office in the relevant jurisdiction for further information on customs policies or duties.
7.3 The title of the Product passes to you on our shipping the Product to you. If the Product is held at the customs at the receiving country, it is your responsibility to clear any customs taxes, duties or providing appropriate documentation to the authorities. To the extent reasonably possible, we will assist in providing an accurate description of the product to you in the form requested by the authorities in receiving countries. If the Product is returned to us, you will be responsible for any shipping charges and we will attempt to re-ship it to you, however, if the Product is abandoned, you will be responsible for the full payment.
7.4 You agree and represent that you are buying for your own use only, and not for resale or export. Product, which may include technology and software, is subject to U.S. export laws as well as the laws of the country where it is delivered or used. Product may not be sold, leased or transferred to restricted countries, restricted end users or for restricted end uses.
7.5 You represent that your purchase is not a group buy or a syndicate purchase. We have no obligation to change owners’ names, change delivery address, provide status information or provide warranty services to any other person other than the COR.
8. SOFTWARE:
Where the Product supplied includes or embodies any software (the “Software“), the Software is licensed by us or by the relevant licensor/owner subject to the relevant end-user license agreement or other license terms included with the Product and/or on the site (the “License Terms”). Except to the extent expressly provided by us in writing or under the License Terms, the Software is provided “AS IS” without any warranties, terms or conditions as to quality, fitness for purpose, non-infringement, performance or correspondence with description and we do not offer any warranties or guarantees in relation to the Software installation, configuration or error/defect correction. You are advised to refer to the License Terms for further information regarding the license and use of the Software.
9. LIABILITY LIMITATION:
TO THE MAXIMUM EXTENT LEGALLY PERMITTED, WHETHER OR NOT WE WERE AWARE OR ADVISED OF THE POSSIBILITY OF DAMAGES, AND WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE: (A) OUR AGGREGATE LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY) SHALL IN NO CIRCUMSTANCES EXCEED THE COST OF THE PRODUCT YOU ORDERED AND THAT ARE MOST CLOSELY RELATED TO YOUR DAMAGES; AND (B) IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, INCREASED DIFFICULTY OF GENERATING CRYPTOCURRENCY, LEVEL OF CRYPTOCURRENCY MINING, CHANGED VALUATION OF CRYPTOCURRENCY, LOSS OF BUSINESS OR REVENUE, COST OF COVER, FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. SOME JURISDICTIONS MAY NOT ENFORCE ALL OF THESE LIMITATIONS, AND ONLY THE LIMITATIONS THAT ARE LAWFULLY APPLIED TO YOU IN YOUR JURISDICTION WILL APPLY.
10. DISPUTE RESOLUTION AND BINDING ARBITRATION
THE PARTIES HEREBY AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US arising from or relating in any way to your purchase of Product, this Agreement, its interpretation or the breach, termination or validity thereof, the relationships which result from this Agreement (including relationships with third parties who are not signatories to this Agreement), our advertising or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION TO BE HELD IN AUSTIN, TEXAS. The arbitrator shall have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitration shall be administered by the American Arbitration Association (“AAA”) or the Judicial Arbitration and Mediation Services (“JAMS”) (or a substitute forum if both are unavailable). The arbitration proceedings shall be governed by this provision and the applicable procedures of the selected arbitration administrator, including any applicable procedures in effect at the time the claim is filed. The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. This transaction shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (“FAA”). Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
11. GOVERNING LAW
THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THEREUNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW AND EQUITABLE CLAIMS) BETWEEN YOU AND US arising from or relating to this Agreement, its interpretation or the breach, termination or validity thereof, the relationships which result from this agreement, our advertising, or any related purchase SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAW. Neither the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980), nor the Uniform Computer Information Transactions Act (UCITA) shall apply to any purchases made hereunder.
12. GENERAL
We shall not be liable to you nor held in breach of contract for any loss or damage which may be suffered as a direct or indirect result of us being prevented, hindered or delayed in the performance by reason of any circumstances beyond our reasonable control including (but not limited to) any act of God, war, riot, civil commotion, government action, explosion, fire, flood, storm, accident, strike, unavailibility of parts from third parties, lock-out, trade dispute or labor disturbance, breakdown of plant or machinery, interruption in the supply of power or materials. In such event, we may elect to cancel your order and refund any payments made without any further liability to you. You acknowledge that these Terms supersede and cancel all previous contracts, agreements and working arrangements, whether oral or written, express or implied, between us. These Terms prevail over any other terms or conditions contained in or referred to elsewhere or implied by trade, custom or course of dealing. Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted. To the fullest extent permitted under applicable law, we reserve the right to modify these Terms upon prior written notice to you with effect for the future – subject to your right to reject, by way of written notice, our modifications to these Terms with respect to any orders which have been placed, but not yet dispatched. No waiver of any term or condition of these Terms shall be effective unless made in writing and signed by us. The waiver of any breach of any Term shall not be construed as a waiver of any subsequent breach or condition.
Austin, Texas.
