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 CAREFULLY.
BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO 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 APPLICABLE LAW.
These terms and conditions (these "Terms") apply to the purchase and sale of products and services through proxyclimbing.com or other affiliated websites (the "Site"). These Terms are subject to change by Vertical Solutions, LLC, dba,”Proxy”, “Proxy Production”, and “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.
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 using our Contact Us page.
3. Prices and Payment Terms.
(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 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 use our Contact Us link. 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 according to the payment terms of the issued invoice, but no later than 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.
4. Shipments; 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 TO STATE.
WE LIMIT THE DURATION AND REMEDIES OF ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
NO IMPLIED WARRANTIES FOR BUSINESS PURCHASES
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, ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. 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.
Products manufactured by a third party (”Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the products we manufacture. Third Party Products are not covered by this limited warranty. For the avoidance of doubt, WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
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 PRODUCT 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 LIMITED WARRANTY.
5(a)Who May Use This Warranty?
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 service.
5(b) What Does This Warranty Cover?
This 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 Not Cover?
This limited warranty does not cover:
- COLOR FADING;
- MODIFICATIONS AND REPAIRS 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.
- WHEN YOU MAKE ANY FURTHER USE OF PRODUCTS AFTER YOU GIVE NOTICE OF A WARRANTY CLAIM;
- A DEFECT THAT ARISES BECAUSE YOU FAILED TO FOLLOW OUR ORAL OR WRITTEN INSTRUCTIONS AS TO THE STORAGE, INSTALLATION, COMMISSIONING, USE OR MAINTENANCE OF THE PRODUCT;
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 warranty 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 Coverage?
This 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?
With respect to any defective product 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 product. If any other remedies that may be presented to you by us, must be in writing with a handwritten signature of our authorized representative before they become binding.
5(f) How Do You Obtain Warranty Service.
To obtain warranty service, you must start the process by completing our Returns form during the Warranty Period.
5(g) Sole Warranty Remedies.
THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY.
6. LIMITATION OF LIABILITY.
6(a) IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, 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 WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
6(b) IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR PURCHASE OF GOODS OR SERVICES FROM VERTICAL SOLUTIONS, LLC, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE PRODUCTS AND SERVICES SOLD THROUGH THE SITE.
7. Returns for Incorrect or Damaged Orders (Non-Warranty Returns). You may submit a return authorization or other return form provided by us from time to time 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). Additional charges may apply for shipping and restocking fees. If you are returning orders over $100 we recommend a trackable shipping service and shipping insurance. We are not responsible for any lost or damaged product due to return shipping issues.
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:
(a) Hardware. All hardware sales are final. We will not accept returns for any of our hardware products. In the event that we made a mistake with your order, we will correct the mistake at no additional expense to you.
(b) Color Discrepancies. If you think the color of the product you received is different than the one listed in the order confirmation 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 any color samples provided on or through 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.
(c) 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 quality standards for retail sales. We do not accept returns on hold seconds under any circumstances.
Title 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.
8. Intellectual 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.
10. 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.
11. 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 Utah.
12. Assignment. 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 12 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
13. 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.
14. No Third Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
(a) 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 in your account settings with us.
(b) To 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.
16. Severability. 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.