These General Terms and Conditions of Sale (”Terms”, ”Terms and Conditions”, “Terms of Sale) govern your relationship with Ride Awake USA, INC (”Awake”, ”us”, ”we”, or ”our”).
Please read these Terms and Conditions carefully before using the Service. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all users, buyers, partners and others who access or use the Service. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
They replace and cancel any previous general terms and conditions of sale appearing on any Awake document or agreed upon in any other manner. All sales are concluded subject to the condition precedent of the application of these unchanged General Terms and Conditions of sale, thus it is deemed that the customer has unconditionally accepted these terms and conditions.
The General Terms and Conditions of Sale shall prevail over those of the customer, notwithstanding any conflicting clauses provided for in the customer’s general terms and conditions and subject to any amendments which may be made to the General Terms and Conditions of Sale under the provision of this clause.
Any contractual provision contrary to these terms and conditions must be proposed to Awake in writing, separately from the preprinted terms on the customer’s documents or from these printed General Terms and Conditions of Sale, and prior to Awake’s acceptance of an order. In order to be binding on Awake, the proposed modification must be expressly approved by Awake in writing and signed by Awake.
The customer has by accepting these terms and conditions accepted that they must read, understand and fully adhere to the User Manual and all its waivers and warnings before using the product.
Cancellation or Modification of Orders
All orders placed with Awake are firm and definitive. Exceptionally, they may be cancelled or modified at customer’s request, which is subject to Awake’s express consent. Elements that are (but is not limited to) taken into account are Force Majeure and extraordinary shipping situations. In case of modification: any modification may increase the cost of the order, which shall be notified to the customer for acceptance, and / or may cause delays for the respective order. In case of cancellation: all cost and expenses incurred by Awake until such cancellation and in relation to that order are to be borne by the customer.
Brochures, Technical Information
The information and characteristics presented in any catalogue, brochure, technical or specification sheets, assembly instructions or any other documentation are for information purposes only and shall, under no circumstances, be considered as firm offers. These documents are legally not binding. Awake reserves the right to carry out such modifications or improvements as it deems necessary on any products.
Prices and Packaging
Prices are net prices and quoted ex works (Incoterms 2010), exclusive of any packaging and installation and exclusive of any taxes.
The customer shall bear all taxes, fees, cost, duties, tax stamps, inspection costs, insurance premiums as well as any costs incurred pursuant to foreign legislation (if any). Products are packed for transport. Packaging is carried out according to industry practices and in such a way as to ensure that products are transported in the best conditions.
Unless expressly otherwise agreed on in writing, the payment options are limited to those offered on awakeboards.com.
Customers shall not be entitled to withhold or set off any payments, except for any undisputed claims (i.e. claims that are accepted in writing by Awake) or if claims have been finally asserted by a competent court.
In case of non-payment by the due date, Awake may apply an interest for late payment amounting to 4 percentage points above the base rate, but not less than 5%. Any debt collection costs including all legal and attorney costs that Awake may incur for the collection of any amount due shall be borne by the defaulting customer.
If, at any time and in the sole opinion of Awake, the ability of the customer to promptly pay the invoices as due becomes impaired, Awake may request guarantees and/or special payment terms and reserves the right to suspend the performance of pending orders.
A delivery period is deemed to begin (i) after all commercial and technical details have been clarified and agreed on in writing. Unless a firm deadline has been expressly agreed on in writing, delivery periods are estimates only and not guaranteed. According to Awake company policy products will be shipped by road freight with the least possible impact on the environment. Any costs for transport shall be solely borne by the customer.
If the customer does not remove the products where the place of delivery has been agreed on to be Awake or premises of Awake or refuses to accept such products, and upon the expiry of the delivery period, Awake shall have the right to store the products at the customer’s expense and risk and to request the reimbursement of freight and handling costs.
Transport damages must be immediately reported by the recipient of the products to the carrier in writing, with a copy to Awake. Under no circumstances shall Awake be liable for any destruction, damage, loss or theft occurring during the transport of the products.
Passing of Title and Risks
Title to the products delivered shall not pass to the customer until the actual payment in full of the principal amount, interest and ancillary cost.
Notwithstanding the title retention as set forth above, the risks pertaining to the delivery of products (including the risks of loss or destruction) shall pass, if no INCOTERM for the delivery has been expressly agreed on, at the time when Awake informs the customer in writing about the availability of the ordered products.
The Awake warranty only applies to products delivered by Awake and exists only towards the customer of Awake. It does not apply to any third party purchaser. The warranty covers any manufacturing defects or defects in materials from the invoicing date and where such products are used under normal operating and maintenance conditions for a period of 12 months for all products.
To invoke the provisions of the warranty, the customer must notify Awake, in writing and within the above stated warranty period, of the defects allegedly found in the products and provide proof thereof. The customer must facilitate the assessment of these defects. The customer shall not, without the prior written consent of Awake, carry out any repair or removal himself or arrange for doing so by a third party.
Under the terms of warranty Awake may, at its sole discretion, choose whether to supply new products (of the same type if still available), repair or replace the products, ex works, all the products covered by the warranty and found to be defective by Awake. Awake shall not be liable to pay any compensation for any reason whatsoever and in particular for any loss or damage of any kind (physical, material or financial loss in relation to the [allegedly] defective products, loss of business, loss of revenue or loss of reputation, etc.)
Repairs or replacements made under the terms of warranty shall not extend the warranty period. Parts replaced during the warranty period shall be returned to Awake and shall become property of Awake.
The Product must be used in accordance with the specifications stated in the User Manual for the warranty to be valid.
Awake excludes all liability for and the warranty shall not cover any defects (and any damage whatsoever arising therefrom) resulting from
• any assembly or installation or use of the products that does not comply with Awake’s instructions or specifications (documentation, operating and assembly instructions, special recommendations, etc.) or professional standards,
• abnormal use of the products, defective or unsuitable maintenance, negligence or any use other than the use for which the products were intended,
• materials supplied (or design imposed) by the customer, or from servicing or maintenance performed on the products by third parties not expressly authorized by Awake;
• acts of God or force majeure as well as defects and consequences thereof resulting from normal wear and tear of the Product, Awake shall not be liable for any warranty other than listed above.
Returns and Claims
Awake does not accept returns or refunds of any products considered non-faulty, as the products provided by Awake are exclusively made to order.
Any claims relating to an alleged defect of the products or in relation with the delivery of the products have to be made by the customer in writing for apparent defects within 14 days upon receipt of the products and for hidden defects within 14 days upon discovery, but in any case within the warranty period stated in clause 10. Returns will be accepted only if authorized beforehand by Awake, and may be repaired or exchanged at Awake’s sole discretion.
Awake retains all rights to intellectual property and know-how related to the products sold by Awake. The customer undertakes not to reproduce or procure the reproduction of the trademarks, design rights, patents and any other industrial or intellectual property rights held by, or licensed to, Awake, in whole or in part. Awake has and shall retain full ownership and copyright of any studies, drawings, documents, designs, technical calculations, cost estimates, technical information provided to the customer concerning the products supplied thereto. Any such documents shall neither be reproduced nor disclosed or made available to any third party. If no order is placed, all such documents must be returned to Awake without delay.
No Liability – Force Majeure
Awake shall be released from any undertaking, in particular with regard to delivery periods:
- in the event that the customer has not complied with the payment terms; • in the event of force majeure or occurrences, such as: lockouts, strikes, epidemics, embargoes, accidents, rejection of principal parts being manufactured, interruption or delay in transport, disruption to supplies or any other event beyond the control of Awake occurring at the premises of Awake, it’s suppliers or subcontractors, including when resulting in layovers or short-time working.
Jurisdiction – Applicable Laws
The General Terms and Conditions of Sale and any supply of products thereunder are governed by US law. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.
All disputes arising out of or in connection with the General Terms and Conditions of Sale and any supply of products thereunder shall be submitted to the exclusive jurisdiction of the courts in San Francisco, USA.
Company: Ride Awake USA, Incorporated
Address: 100 Montgomery Street, Suite 1780,
San Francisco, CA 94104, United States of America
Phone: +1 415-835-3000
GENERAL TERMS & CONDITIONS: GLOBAL (EXCEPT USA & CANADA