Terms of Use

These Terms of Use (the “Agreement” or the “Terms”) are incorporated by reference into all sales made by Cleyx, LLC an Arizona Limited Liability Company (“Seller”) for any and all products or services (together, the “Goods”) being sold by Seller to buyer (“Buyer”). These Terms of Use shall supersede all prior understandings, transactions, and communications, whether written or oral, between the parties with respect to the subject matter hereof and shall form the complete contract between Seller and Buyer. These Terms of Use shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.

SELLER’S ACCEPTANCE OF ANY OFFER MADE BY BUYER TO PURCHASE GOODS IS EXPRESSLY CONDITIONED UPON BUYER’S ASSENT TO THESE TERMS OF USE.

Any modification, alteration, amendment, additional or conflicting term contained in Buyer’s order form, or other written or oral communication is hereby objected to and rejected and shall not be binding upon Seller unless otherwise specifically agreed to in writing by an authorized management-level representative of Seller. The Terms of Use contained herein may be modified or cancelled by Seller at any time prior to acceptance.

While some of the Terms of Use may be written with emphasis on product Goods, applicable portions of these terms shall extend to service Goods when they are provided and within the parameters of delivering such services. Furthermore, these Terms of Use extend to website users who may not be buyers, wherever the terms apply and more specifically based on their use and interaction with the site’s content. Accordingly, “and website user” can be assumed/added where logically acceptable and where Buyer is discussed throughout in cases where the website users are not already called out.

All samples, specifications, drawings, descriptions, illustrations, advertising and/or particulars of weights, dimensions, capacity, or other details contained in the online store (including any statements as to compliance with legislation or regulation) are intended solely to give a general idea of the Goods but will not form part of the Contract. Seller reserves the right to implement modifications to the Goods in cases where Seller considers such modifications to be desirable. If the description of any Supplies differs from the manufacturer’s description, the latter shall be deemed as correct. Seller shall take all reasonable steps to ensure the accuracy of details relating to Goods but accepts no liability in contract or tort or under statute or otherwise for any error or omission in such detail (including any statements as to compliance with legislation or regulation) whether caused by Seller’s negligence or otherwise. Unless otherwise confirmed by Seller in writing, nothing in Seller’s online store is to be taken as a representation of the source of origin, manufacture or production of the Goods or any part thereof. Any fees incurred by Seller to provide certificates of origin (where available) will be charged to Buyer.

Seller calculates and collects tax on its products according to State or local taxes. Buyer must provide Seller with a resale/tax exemption certificate, if applicable. All terms of payment shall be as specified by Seller in writing and shall be made in good funds (U.S. Dollars) without set-off or deduction, or if no terms of payment are specified, payment is due immediately by credit card or electronic funds transfer. Seller may decline at any time either to accept an order, or to ship the Goods subject to an order, until Seller has received payment in full from Buyer. Buyer agrees to pay reasonable costs, including reasonable attorneys’ fees, incurred by Seller to collect any amounts due hereunder. Buyer may not withhold or set off any payment because of any dispute or claim.

Orders and/or invoices may include additional fees or charges as applicable including, but not limited to, the following: taxes, shipping, handling and/or processing fees, credit card fees, shipping cut-off fees, priority/expediting fees, minimum order fees, exchange fees, drop ship fees, OEM/manufacturer/supplier fees, or other similar charges or fees. Seller reserves the right to correct errors in pricing, discount calculation, or billing (e.g., typographical errors, formula errors, etc.), and will notify Buyer of the corrected price; if Buyer does not choose to pay the corrected price, Seller may cancel the order without further obligation, except for the obligation of refund if payment was made in advance.

All payments may be through direct bank, credit card purchase or gift cards. These may be processed through Shopify WooCommerce, Apple Pay, Google Pay, PayPal, or other forms of payments advertised on the site. Please consult their respective policies for additional information concerning their Terms of Use. This distinction is made to clarify that when third-party payment methods are used, the Seller does not have access to Buyer’s financial information. In instances where Seller is provided the payment information directly, an example could be when payments are made over the phone, Buyer may request that the payment information (bank, credit card purchase or gift cards) be deleted once the transaction has cleared and the goods have been delivered.

Seller may impose, at its absolute discretion, minimum order requirements on any Goods advertised for sale. Seller also reserves the right to increase its standard daily fee rates for the charges for the Goods and Services based on supplier availability and rates or other unforeseen circumstances. Seller will give Buyer written notice of any such increase preferably prior to shipment or as they become known and if such increase is not acceptable to Buyer, Buyer shall immediately notify Seller in writing. Thereafter Seller shall have the right without limiting its other rights or remedies to terminate the Contract by informing Buyer and/or increase the price of the Goods, by giving notice to buyer at any time before delivery, to reflect any increase in the cost of the Goods due to:

(1) any factor beyond the control of Seller (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials, and other manufacturing costs);

(2) any request by Buyer to change the delivery date(s), quantities or types of Goods ordered; or

(3) any delay caused by any instructions of Buyer in respect of the Goods or failure of Buyer to give Seller adequate or accurate information or instructions related to the Goods.

Delivery of product Goods described herein shall be FOB Origin, Freight Prepaid and Charged Back (i.e., Seller pays freight and adds it to invoice; Buyer bears freight, handling, and processing costs; Buyer owns goods in transit). Seller may offer free shipping services. Seller will use commercially reasonable efforts to meet the scheduled dates for shipment and delivery but does not guarantee any delivery or completion date. Seller shall not be liable for any loss, damage, expense, or charge of any kind resulting from delay in shipment or delivery nor shall any such delay entitle Buyer to either refuse to accept delivery or to terminate the Agreement unless otherwise agreed in writing by seller.

Seller reserves the right to deliver in installments. Failure to meet a scheduled delivery date shall not prevent Seller from making further deliveries by installments. Seller’s defective deliveries (if any) in respect of one or more deliveries shall each be deemed to be a severable breach giving rise only to a claim for compensation and not to a right to treat the whole Contract as repudiated. The Goods will generally be manufactured and shipped from the US, however it they are manufactured overseas, they will be advertised as such. Goods manufactured from outside the U.S. if any, may be shipped to Buyer directly from the country of origin, or they may transit first to the U.S. and then delivered to Buyer from U.S. soil. Large orders delivered from outside the destination country above a certain dollar amount in value as specified by the destination country’s customs establishment may be subject to customs duties and fees levied by the destination country. Such fees are the responsibility of Buyer.

Despite any agreement with respect to delivery terms or prepayment of transportation or insurance charges, the title and risk of loss or damage or unforeseen customs duty/fees shall pass to Buyer, and delivery shall be deemed complete, upon delivery to a private or common carrier or upon moving the Goods to storage, whichever occurs first.

Buyer shall be responsible for inspecting all Goods prior to acceptance; provided, however, that if Buyer has not given Seller written notice of rejection within five (5) business days following receipt by Buyer, the Goods shall be deemed to have been accepted by Buyer and Seller shall not be liable for any defect, damage, or discrepancy in the Goods.

Seller warrants to Buyer that the Goods shall be free from defects in material and workmanship for the warranty period specified within Seller’s quotation and/or Order Acknowledgement for the Goods (such warranty period shall commence from the date of the original shipment of the Goods); as to services provided by Seller, such services shall be carried out with the same degree of reasonable care and reasonable skill which is standard within the industry. Manufacturer’s warranties if any will be passed through Seller to Buyer if allowable. If Buyer, after delivery, modifies, alters, substitutes, or changes any of the Goods acquired from Seller, then Seller’s warranty with respect thereto shall be null and void and of no force and effect whatsoever. All warranty claims must be made by written notice to Seller within the specified warranty period or twelve (30) days.

This warranty is contingent upon the following: (i) Buyer establishes that the Goods have been properly handled, maintained and operated within the limits of their intended and normal usage; (ii) Buyer promptly notifies via written notice, Seller of any defect; (iii) upon Seller’s request, Buyer will return to Seller, at Buyer’s expense and subject to Seller’s direction, any defective Goods or parts thereof unless condition is waived by Seller; and, (iv) all defects are verifiable and accordingly, verified upon return of the Goods to Seller or upon inspection by an authorized representative of Seller at Seller’s option unless need for verification is waived by Seller

This warranty does not extend to: (i) defects due to misuse, abuse, neglect, (ii) Goods not used in accordance with normal operating and maintenance instructions, (iii) damage caused by corrosion or erosion, (iv) damage to Goods subject to wear and tear, (v) damage caused by Buyer’s failure to provide a suitable installation or operating environment for the Goods, (vi) damage caused by use of the Goods for purposes other than those for which they were designed, (vii) damage caused by disasters such as fire and other casualties, (viii) damage during shipment, (ix) damage caused by parts or components not manufactured by Seller, and (x) damage caused in transit initiated by Buyer after delivery has taken place. Goods replaced under the terms of this warranty are covered for the remainder of the original warranty term unless otherwise specified in writing by Seller. Based on the nature of the Goods being sold and unless otherwise specified, Seller offers Buyer a twelve (30) days limited parts warranty on all purchases. See Section 11 for warranty replacement procedure and Section 13.

If the conditions of Section 7 have been met, then Seller shall fulfill its warranty obligation by, at its option, (1) replacement of the Goods or parts thereof with the same or a later revision model, (2) repair the Goods or parts thereof, or (3) refund of the purchase price paid for such defective Goods or parts thereof, or (4) issuance of coupon or discount on a future purchase. Warranty claims will be dispositioned on a case-by-case basis and Seller does not guarantee any particular course of action in the fulfilment of any warranty obligation.

THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY, PERFORMANCE AND DESIGN, WRITTEN OR ORAL, EXPRESSED OR IMPLIED; ALL OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED BY SELLER AND ALL GOODS MANUFACTURERS.

SELLER SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM FAULTY OR INCOMPLETE INFORMATION PROVIDED BY BUYER, INCLUDING, BUT NOT LIMITED TO, INCORRECT PART NUMBERS OR A MIS-DIAGNOSIS. IN NO EVENT SHALL SELLER, ITS AFFILIATES, SUPPLIERS AND SUBCONTRACTORS, BE LIABLE TO BUYER OR TO ANY THIRD-PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF USE, COST OF CAPITAL, COST OF SUBSTITUTION, DOWNTIME COSTS OR DELAYS, PENALTIES, OR ANY INJURY, WHETHER ANY SUCH CLAIM IS BASED ON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SELLER HAD NOTICE OF SUCH POTENTIAL CLAIMS AND TO THE MAXIMUM EXTENT ALLOWED BY LAW. SELLER’S LIABILITY FOR ANY SUCH CLAIMS OR FOR ANY LOSS OR DAMAGE ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, OR FROM ANY DESIGN, SALE, INSTALLATION, OPERATION OR USE OF THE GOODS, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE PAID TO SELLER BY BUYER FOR THE SPECIFIC GOODS OR PART THEREOF.

(a) Buyer must obtain prior approval from Seller, by way of a valid Return Materials Authorization (“RMA”) form and number, before making a warranty returns and/or returning Goods for warranty replacements; such approval must be sought within the documented warranty period for the particular Good(s), such warranty periods beginning on the date of original shipment by Seller or its supplier. A technical support call may be required before an RMA is issued.

(b) Buyer must ship Goods back prepaid and in an appropriate carton or container designed for such shipments and include the RMA form in the shipment.

(c) Such returns must be received at the location designated on the RMA Form within fifteen (15) business days of the date an RMA was first sought from Seller. Any warranty return received by Seller without the RMA Form, or outside of the fifteen (15) business day period, will not qualify for a warranty fulfillment.

(d) Buyer shall cooperate with reasonable requests at the time an RMA is reported, and during handling by Seller, by providing information including, but not limited to, full description of defect, serial number, identifying markings, and, if appropriate, photographs, etc.

(e) If a defect is confirmed by Seller or its supplier during evaluation, a remedy from Section 8 will ideally be implemented within fifteen (15) business days of the confirmation, to allow for a full evaluation and processing (NOTE: certain warranty fulfillment may take longer due to a longer period of time needed for testing).

(a) Requests to return unopened Goods for a restocking fee (i.e., non-warranty returns) must be made by Buyer within ten (10) business days of the original date Goods shipment is received by Buyer; Buyer must obtain prior approval from Seller for such returns by way of a Return Materials Authorization form and number (“RMA”). Although Seller will accept most items as returns with prior approval, Seller cannot guarantee that any particular item is eligible for return, so returns will be allowed at the discretion of Seller and for unopened Goods only. Goods returned by Buyer due to no fault of Seller are subject to a standard fifteen percent (15%) restocking fee, unless otherwise documented by Seller. Seller may increase, reduce, or waive this restocking fee at its sole discretion.

(b) Goods approved for a return with a restocking fee must be received at the address noted on the RMA Form within fifteen (15) business days of the date an RMA was first sought from Seller, specific to the particular order/part. Any returned Goods received by Seller without the RMA Form or outside of the timeframes described herein will not qualify for a Credit (“the full invoice price will be due from Buyer”). Returned Goods must be sent in an appropriate carton or container designed for such shipments and must include the RMA form to be eligible for a Credit.

(c) If all return requirements have been met and the return is accepted, Credit will be issued within fifteen (15) business days of the confirmation, to allow for a full evaluation and processing (NOTE: certain return and restocking fulfillment may take longer due to a longer period of time needed for testing).

Seller may at its sole discretion waive some of the warranty requirements presented herein to allow a Limited Lifetime Warranty on certain Goods to encourage sustainable consumer habits. This type of warranty is only enforceable in instances where Seller provides a special Limited Lifetime Warranty ID code to Seller. Such ID code would be presented to the Buyer in a specified format, such as “LFW-#.” For such warranty, the customer is able to return the Goods and receive equivalent Goods per Seller’s discretion. Buyer will however be responsible for a restocking fee and for the shipping cost to return the Goods in exchange for the replacement, unless this condition is waived by Seller. The applicable requirements of Section 11 and Section 12 shall be implemented to process the return, replacement, and restocking. This Limited Lifetime Warranty when offered through issuance of the noted special ID code, is valid for the life of the Goods it is offered with and for as long as the original Buyer owns the Goods or until the Goods are discontinued from production.

(a) Counterfeited and cloned parts do not qualify for warranty replacement or return and restocking and will not be accepted by Seller. If at any time an item received by Seller is determined to be a counterfeit or cloned item, such item will be rejected and Seller reserves the right to invoice Buyer, for an Additional Bill reflecting costs of processing and/or replacement (or, alternatively, the “outright” pricing, if quoted).

(b) Buyer hereby agrees to pay such reasonable Additional Bills as described herein. To make a good faith dispute of an Additional Bill for late exchange related to warranty replacement or return and restocking, Buyer is required to provide a valid tracking number showing the shipment was received within the allowable timeframe. Delays caused by postal services used by Buyer are not the responsibility of Seller, and Buyer is advised to follow the postal services’ claim process for such issues.

Buyer must provide a part number or equivalent unique identifying number on all transactions; not providing such number may result in a return being denied. If any claimed reason for a return does not qualify it for credit or cannot be verified by Seller or its supplier, then the full invoice price will be due from Buyer. Seller is not responsible for returning items which Buyer returns to Seller without authorization.

Seller shall not be liable for delay in performance or nonperformance which is due to (i) war, fire, flood, pandemics, acts of God, acts of third parties, acts of terrorism, acts of governmental authority or any agency or commission thereof, accident, breakdown of equipment, or similar or dissimilar causes beyond its reasonable control including, but not limited to, those interfering with production, supply or transportation of the Goods or components, (ii) Seller’s ability to obtain, on terms it deems reasonable, labor, parts, equipment or transportation, or (iii) acts or omissions of third-parties including, but not limited to, causes of action resulting from personal injury or property damage.

Seller has taken the necessary steps to protect its intellectual property and shall enforce its rights in cases of infringement. This applies to goods, services, as well as website content, which are subject to all IP Rights and any other rights of any person when applicable.

Seller shall have no liability whatsoever in the event of any claim of infringement of any rights howsoever arising from Buyer and website users’ actions. All IP Rights in or arising out of or in connection with these Terms shall be retained and owned by Seller.

If Goods or website content supplied by Seller are used by Buyer and/or website user to infringe, or such use is alleged to infringe, any patent, copyright, or other IP right of another, Buyer and/or website user shall indemnify, defend and hold Seller harmless from and against all damages, liabilities and costs incurred or suffered as a result of such alleged or actual infringement. Or if Goods supplied by Seller pursuant to Buyer’s designs or specifications infringe or are alleged to infringe any patent, copyright, or other intellectual property right of another, Buyer shall indemnify, defend, and hold Seller harmless from and against all damages, liabilities and costs incurred or suffered because of such alleged or actual infringement.

(a) Complete Agreement – This Agreement supersedes all prior agreements and understandings, oral or written, relating to the Goods and the subject matter hereof, and constitutes the entire agreement between the parties related to such Goods and subject matter.

(b) Amendments; Modifications – No amendments or modifications of this Agreement (other than updated Terms & Conditions of Sale posted by Seller with a new Effective Date) shall be binding or effective unless in writing and signed by both parties, including an authorized management level representative of Seller.

(c) Severability – If a provision of this Agreement is held to be invalid or unenforceable, the Agreement shall continue in full force and effect and shall be construed as if the invalid or unenforceable provision (or a portion thereof) was omitted.

(d) Waiver – No waiver of any breach of the Agreement shall be construed as a waiver of any prior, concurrent, or subsequent breach thereof. (e) Assignment – Neither this Agreement nor any rights or benefits hereunder are assignable by Buyer without the prior written consent of Seller; any such prohibited assignment shall be null and void.

(e) Dispute Resolution – All disputes (e.g., controversy, claim, breach etc.) and causes of action arising from or related to this Agreement shall expire unless brought in for arbitration in the city in which the principal place of business of Seller is then located, to which Buyer hereby consents to personal jurisdiction, within one (90) days of the date of the event giving rise to such claim. Buyer waives any argument that personal jurisdiction and/or venue in such forums is not proper or convenient.

Arbitration shall be pursuant to the commercial arbitration rules then in effect of the American Arbitration Association (or at any other time or place or under any other form of arbitration mutually acceptable to the parties involved). Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in a court of competent jurisdiction. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the cost of its own experts, evidence and attorneys’ fees, except that in the discretion of the arbitrator, any award may include the attorney’s fees of a party if the arbitrator expressly determines that the party against whom such award is entered has caused the dispute, controversy or claim to be submitted to arbitration as a dilatory tactic or in bad faith. See further details under (f) applicable to cases where Seller prevails in such a litigation.

Seller shall not be required to perform its obligations if Buyer has defaulted on its obligations or any other contract involving Seller (e.g., failed to pay). Seller shall have all other rights and remedies conferred by law.

(f) Compliance and Attorneys’ Fees – Seller’s Goods, catalog(s) and/or other electronic or online platform(s) are offered as an as-is service for convenience, and Buyer represents that Buyer has and will comply with all applicable Terms of Use conditions and laws and regulations in the use of Seller’s website and purchase, re-sale and/or use of the Goods, and that Buyer has all requisite authority and right to purchase, resell and/or use the Goods. Seller is not responsible for purchases outside of Buyer’s authority, right to purchase, and/or Buyer’s compliance with any applicable laws.

If Seller is the prevailing party in any action with respect to this representation, or in collections actions or proceedings between Seller and Buyer, Buyer shall be liable to Seller for all costs, including reasonable attorneys’ fees, incurred by Seller with respect to such action, proceeding or arbitration.

(g) Governing Law – This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, excluding its conflicts of law provisions. Unless agreed upon otherwise in a writing signed by both parties, this Agreement and the rights and obligations of the parties hereto, shall not be governed by the provisions of the United Nations Convention for the International Sale of Goods (CISG).90

Seller website https://www.cleyx.com/ may directly or indirectly via user comments and postings, offer general advice related to its product, services, or the site’s content. Such advice should not be construed as professional legal, medical, accounting, or financial advice. This extends to any other professional field that may be discussed on the site. Users with questions pertaining to professional fields are urged to verify the information before enacting upon it or sharing it and/or to consult with licensed or certified professionals in their jurisdiction (i.e., where they live).

The site may offer an opportunity for users to share ideas and concepts for products and services they would like to see realized. Such sharing of information shall not constitute a contract between Seller and the site user. Furthermore, such information sharing shall be limited to general ideas that do not constitute a sharing of IP. However, If the site user were to share or misuse any IP as it relates to their use of Seller’s site, be it intentionally or inadvertently, the terms of Section 17 and 18 shall apply.

If site users are allowed to post thoughts, ideas, comments, and feedback on the site, such postings shall be devoid of any offensive or derogatory information. Failure to follow this requirement shall result in the deletion of such comments and potential account freeze or deletion if the user was previously issued an account.