TERMS OF SALE
Welcome to Carpenter Boot Company, or CBC. We design and craft premium Short Track, Long Track, and Inline skating boots and related equipment (“CBC Products”). These Terms of Sale (the "Agreement") govern any purchase you make of CBC Products on our CBC Website (www.carpenterbootcompany.com).
Please note: When expressly authorized by CBC, CBC Products may be purchased on the CBC Website by you for resale (in this case, you are a “Reseller”). Section 7 contains important Terms and Conditions for Resellers that govern resale, please read them carefully. By accepting this Agreement, Resellers agree to be bound by and to comply with all Agreement terms, including Section 7, which apply to any and all orders of CBC Products.
Please note: Section 15 of this Agreement contains an arbitration clause and class action waiver that applies to you. If your country of residence is the United States, this provision applies to all disputes with CBC. If your Country of Residence is outside of the United States, this provision applies to any action you bring against CBC in the United States. It affects how disputes with CBC are resolved. By accepting this Agreement, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
1. Purchasing CBC Products
This Agreement, along with the CBC User’s Manual and CBC Privacy and Cookie Policy, which are incorporated by reference apply to purchased CBC Products and will form part of any order placed by you on the CBC Website. Any term or condition on any order or other document submitted by you will not have any force or effect unless mutually agreed in writing.
CBC Products may also be purchased from authorized third parties. When you purchase CBC Products from a third party, your purchase is with that third party and not with CBC. You must complete that third party's purchase process and will be bound by that third party's terms and conditions. Please contact the third party with questions regarding your purchase. However, the return and warranty provisions in Section 5 with respect to CBC Products still apply.
In addition, when expressly authorized by CBC, CBC Products may be purchased on the CBC Website for resale. Additional terms and conditions govern resale, see Section 7.
2. Purchase Process
A. Payment Process: To pay for CBC Products, you'll be asked to select from a list of available payment methods on our CBC website.
By submitting an order to CBC and providing your payment method information, you acknowledge that:
You are responsible for all purchases of CBC Products made by you or otherwise attributable to your payment method, except unauthorised activity which is not your fault. It's your responsibility to ensure the accuracy of your order history and to save a copy of your history for your records. If you have questions regarding your transaction history, please contact Customer Support at sales@carpenterbootcompany.com.
B. Data: By placing an order, you agree and understand that CBC may store, process and use data collected from your order for the purposes of processing your order. CBC will protect your information in accordance with our Privacy and Cookie Policy.
C. Offer and Acceptance: Your order is an offer to purchase CBC Products at the Purchase Price (as defined in Section 4 below) and terms shown, and subject to this Agreement. All orders submitted by you are subject to acceptance by us, which we may refuse without providing reasons and with no liability to you. Most offers are accepted and processed by CBC within 24 hours, though in some cases CBC may take up to 72 hours to process your offer. If your offer is accepted by CBC, we will charge your payment method, and send you a purchase confirmation email. If we do not confirm acceptance of your order within ten (10) working days, it is deemed to have been refused.
You may cancel at any time before we have sent you our confirmation email, by contacting customer service at sales@carpenterbootcompany.com. Following cancellation, we will provide you with a refund for the amount paid to us under the cancelled order.
Please note that if you plan to gift your purchased CBC Product, that gift is a completed transaction upon purchase between you and CBC, subject to this Agreement. However, the User’s Manual will apply to the gift recipient. It is your responsibility that he or she receives this important manual.
3. Delivery, Risk and Title
Our obligation to deliver your CBC Products begins as soon as your order is accepted by CBC, and will be complete when your CBC Products are delivered. CBC will not ship any CBC Products to you until your payment method provider has authorized the payment. Any delivery date that is specified at the time of your order, in your confirmation email, or in any other communication from CBC is an estimate only. CBC may make partial shipments of your ordered CBC Products. CBC will not be liable for any failure to ship complete orders or for any shipment delay.
While CBC will make every effort to supply you with the CBC Products listed on your confirmation email, there may be times when CBC is unable to supply these products, for example,(i) when such CBC products are no longer being manufactured or available, (ii) when CBC is unable to source relevant components, or (iii) where there was a pricing error. In such circumstances, CBC will contact you and suggest alternative CBC Products that you might wish to purchase (at the same or different price). In the event of a pricing error, CBC will communicate the correct price to you. If you do not accept CBC’s proposed substitution or price modification, CBC will cancel your order and refund any money that you may have paid to CBC in respect to that order.
Title passes to you upon delivery of the CBC Products to the delivery location you specified. CBC bears all risk of loss or damage to the CBC Products until delivery of the CBC Products; upon delivery, risk of loss or damage will pass to you. For CBC Products lost in transit or returned due to damage in transit, CBC will issue you credits or replace your CBC Products. Delivery of your CBC Products will be deemed correct and undamaged unless you inform CBC of any error in delivery in writing within fourteen (14) days after the original delivery date of your shipment. Your failure to inform CBC during this period will constitute a waiver of any such claim.
4. Pricing and Tax
When you purchase CBC Products, the price payable is the price indicated on our Website at the time your order is placed and will be sent out in the confirmation email. CBC may change prices at any time without notice. Price increases will only apply to orders placed after such changes.
CBC charges sales tax and/or use taxes where required by law. If you are shipping to states or territories where sales tax and/or use tax is charged, the appropriate charges will be added to and displayed in your order. You agree to pay all fees specified plus all applicable sales and/or use taxes, GST or VAT that CBC assesses on your purchase (the "Purchase Price").
The Purchase Price does not include charges for shipping and handling. Separate charges for shipping and handling will be itemized on your order. Depending on your location, you may also be required to pay import duties or other custom fees on imported products. As the importer, it is your responsibility to pay such fees.
Please note, your payment method provider may apply a currency conversion rate to the Purchase Price, and/or additional processing fees. CBC is not responsible for such charges and fees; please contact your payment method provider for further details.
5. Warranty, Returns and Cancellation
A. Returns and Cancellation:
If you are not entirely satisfied with your CBC Product, we’re here to help! CBC products may be returned within twenty one (21) days of delivery of your CBC Product, if:
CBC Products not meeting these criteria will not be considered for return.
You must notify us of your desire to return your product within this 21 day period and must send back your CBC Products immediately after, but no later than 21 days from the date on which you inform us of your intent to return your CBC Product.
Please contact Customer Service at sales@carpenterbootcompany.com to request a return. You are responsible for the cost of shipping all CBC products eligible for a return.
B. Right of Withdrawal: If you believe you have a statutory right of withdrawal and wish to exercise that right, please contact Customer Service at sales@carpenterbootcompany.com.
C. Limited Warranty: CBC warrants that our products are free from defects in material and workmanship, under normal and intended use, for a period of one (1) year from the date of retail purchase by the original retail customer. For the CBC Pro-Sharpening Frame, this Limited Warranty period is extended to two (2) years from the date of retail purchase by the original retail customer. If CBC determines that such a defect exists, we will repair or replace (at our option) your CBC product without charge. The terms and conditions for this Limited Warranty, which form part of and are incorporated into this Agreement by reference, are available in the CBC User’s Manual. Please review it carefully.
REPAIR OR REPLACEMENT AS PROVIDED FOR UNDER THIS LIMITED WARRANTY IS THE EXCLUSIVE WARRANTY AVAILABLE TO YOU. TO THE FULLEST EXTENT ALLOWED BY LAW, CBC DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY STATUTORY WARRANTY ON HIDDEN DEFECTS, AND WILL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE FOR THE SALE, MANUFACTURE, OR USE OF ITS PRODUCTS. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation or exclusion may not apply to you. TO THE EXTENT PERMITTED BY LAW, THE WARRANTY PERIOD WILL NOT BE EXTENDED OR RENEWED DUE TO SUBSEQUENT RESALE, REPAIR, OR REPLACEMENT.
6. Limitation of Liability
A. This Agreement sets out the full extent of our obligations and liabilities in respect to the supply of CBC Products. There are no warranties, conditions, or other terms that are binding on us except as expressly stated in this Agreement.
B. Subject to Section 6.D., the maximum aggregate liability of either party to the other on all claims of any kind under or related to this Agreement, whether in contract, warranty, condition, tort (including negligence), strict liability, statute, or otherwise, SHALL BE LIMITED TO THE SUM PAID TO CBC FOR THE PRODUCT IN QUESTION.
C. Subject to Section 6.D., IN NO EVENT WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, CONDITION, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE SHALL CBC OR ITS EMPLOYEES, LICENSORS, OR BUSINESS PARTNERS, BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING LOST BUSINESS PROFITS OR REVENUE, LOSS OF CONTRACTS, OR THE COST OF THE PROCUREMENT OF SUBSTITUTE GOODS) OR FOR PUNITIVE OR EXEMPLARY DAMAGES. THIS LIMITATION APPLIES TO ANY CLAIM ARISING OUT OF OR RELATED TO THE USE OF CBC PRODUCTS WHETHER BASED IN CONTRACT, TORT, STATUTE, STRICT LIABILITY, OR OTHERWISE. The limitations set forth in Sections 9.B. and 9.C. will not apply to any claim by CBC against you for violation of intellectual property rights. THE REMEDIES SET FORTH IN THIS AGREEMENT WILL BE YOUR SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIM AGAINST CBC UNDER OR RELATED TO THIS AGREEMENT. You waive and relinquish any right or claim that might arise out of CBC’s refusal to accept your purchase order.
D. The exclusions in this Section will apply to the fullest extent permissible by law but neither party excludes liability for: (a) fraud or fraudulent misrepresentation; (b) gross negligence or willful misconduct; or (c) any other liability which cannot be excluded by law.
E. Any warranty, condition or other term concerning the CBC Products which might otherwise be implied into or incorporated in this Agreement by statute, common law, laws applicable in the country where you purchase the CBC Products or otherwise (including without limitation any implied term as to quality, fitness for purpose, reasonable care and skill) are hereby expressly excluded to the maximum extent permitted by law.
7. Additional Terms and Conditions for Resellers
The terms of this Agreement govern your purchase of CBC Products for resale. In addition, the following terms apply:
A. Nature of Relationship: CBC authorizes you to resell CBC Products to your customers subject to CBC’s Limited Warranty included in the CBC User Manual (“Reseller”). As Reseller, you agree to take the necessary steps to bring CBC’s Limited Warranty to the attention of its customers purchasing the CBC Products.
As Reseller, you are and will remain an independent reseller and will act for your own account and neither your order nor this Agreement will be construed to create an association, partnership or joint venture, relationship of principal and agent, franchisee, legal representative, or of employer and employee between CBC and you. CBC retains the right to sell, or otherwise provide our CBC Products, directly or through other authorized third parties, including in the area where you are situated without compensation to you.
As Reseller, you may not cede or assign these Terms or any rights or obligations thereunder without the prior written approval of CBC which will not be unreasonably withheld.
B. Pricing, Discounts, and Sales: As Reseller, you are solely responsible for all resales of CBC Products to your customers, including any credit or accounts receivable risks. At your own cost, you will use best efforts to sell, distribute, and promote CBC Products. You agree to:
Any and all expenses, costs and charges you incur will be paid by you unless CBC has expressly agreed in advance in writing to pay certain expenses, costs and charges.
C. Inspection: As Reseller, you agree to immediately (a) inspect all or a sample of the CBC Products when delivered and (b) at the moment of delivery notify CBC of any existing damage to or discrepancies in the CBC Products or packaging. Your CBC Products will be deemed conforming and undamaged unless you inform CBC of any damage in writing within fourteen (14) days after the original delivery date of your shipment. Your failure to inform CBC during this period will constitute a waiver of any such claim.
D. Compliance: As Reseller, you represent and warrant that (a) you have obtained and will maintain, at your own cost, any permits, licenses, registrations, regulatory or governmental approvals and authorizations required for you to perform its obligations under this Agreement; and (b) will comply with all applicable laws, rules, regulations and certification standards that may exist in the territory where the you conduct business. Should you become aware of any existing or proposed laws, regulations or standards that are or may be inconsistent with the provisions of this Agreement, you agree to promptly notify CBC and we will attempt to resolve such inconsistency.
You further agree to follow U.S. and other export control laws and agree not to resell or transfer CBC Products to a foreign national, or national destination, that is prohibited by such laws. You also acknowledge you are not a person with whom CBC is prohibited from doing business under these export control laws.
E. Intellectual Property Rights and Limited License: CBC represents and warrants that it owns or is licensed to use and sub-license (including for the purpose of this Order) the CBC Products and all related intellectual property and trademarks, including without limitation, in patents, inventions, techniques, trade secrets and other rights in know-how, copyrights, rights affording equivalent protection to copyright, data, design rights, trademarks, service marks, trade names, business names, trade dress, brand names, logos, domain names, rights to goodwill, and all registrations or applications to register any of the foregoing (collectively, “Intellectual Property Rights”).
As Reseller, CBC grants you a limited, revocable (at CBC’s sole discretion), royalty free license to use the logos, trade names, trademarks, CBC User’s Manual, literature, and any promotional material of the CBC Products you have purchased and intend to resell solely for the purposes of marketing, promoting, advertising, or selling those CBC Products in your market. You acknowledge and agree that your right to use this material, CBC Products, and all other Intellectual Property Rights shall solely be limited to the purposes authorized in this Section 7.
As Reseller, you acknowledge and agree that (a) you will not do anything to interfere with CBC’s Intellectual Property Rights, including but not limited to copying, reproducing, or reverse engineering those Intellectual Property Rights for unauthorized purposes, (b) only use CBC’s Intellectual Property rights for the purposes explicitly authorized in this Section 7, and (b) except as specifically provided for under this Section 7, not make any claim to any right, title or interest in or to the CBC Products, including any Intellectual Property Rights whether during or after the resale of the CBC Products. Should you as Reseller acquire any such right, title, or interest, it agrees to assign the same to CBC whenever requested to do so by CBC free of charge.
F. Limited Warranty: The express warranties in Section 5.C are the only warranties with respect to CBC Products. CBC makes no other warranty or representation of any kind, whether express or implied (either in fact or by operation of law), with respect to CBC Products and all other additional warranties are hereby disclaimed. CBC expressly disclaims all warranties of merchantability, fitness for a particular purpose or otherwise.
G. Indemnification: As Reseller, you agree to hold CBC harmless against all claims including third party claims and losses resulting from:
any unauthorised representations, guarantees, or warranty you make, except where this warranty or guarantee is required by law and has been made with prior authorization with CBC;
negligent acts you make regarding the storage, handling, or use of CBC Products; or
failure to comply with any provisions of this Section 7.
8. Reservation of Rights
CBC reserves the right to take all legal and technical steps available to enforce this Agreement. No delay, omission or failure to exercise any of its rights or remedies under this Agreement will be deemed to be a waiver thereof.
9. Proprietary Rights
All CBC Products and all related intellectual property and trademark rights, including but not limited to patents, inventions, techniques, trade secrets and other rights in know-how, copyrights, rights affording equivalent protection to copyright, data, design rights, trademarks, service marks, trade names, business names, trade dress, brand names, logos, domain names, rights to goodwill, and all registrations or applications to register any of the foregoing (“Intellectual Property Rights”) are solely owned by CBC.
You acknowledge and agree that (a) you will not do anything to interfere with CBC’s Intellectual Property Rights, including but not limited to copying, reproducing, or reverse engineering those Intellectual Property Rights; (b) not make any claim to any right, title or interest in or to the CBC Products, including any Intellectual Property Rights; (c) not use CBC’s Intellectual Property Rights, including CBC’s name, logo, or trademarks in any of your advertising, communications, publications or other work without the prior written permission of CBC; and (d) you will not remove, obfuscate, deface, cover or alter any CBC mark.
10. Entire Agreement
This Agreement, together with any other CBC terms that govern your use of CBC Products (such as the User’s Manual), constitutes the entire agreement between you and CBC. If any part of this Agreement is held to be unenforceable, all other parts of this Agreement shall continue in full force and effect. The UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this Agreement or to any dispute arising out of or relating to this Agreement.
11. Governing Law
This Agreement is between you and Carpenter Boot Company, LLC., 5761 N. Placita del Trueno, Tucson, AZ 85718 USA; (ii) the laws of the State of Arizona, excluding its conflicts-of-law rules, govern this Agreement and your purchase of CBC Products; and (iii) you expressly agree that for claims and disputes not subject to the arbitration agreement in Section 15 below, exclusive jurisdiction for any claim or action arising out of or relating to this Agreement or CBC Products shall be the federal or state courts that govern Pima County, Arizona, and you expressly consent to the exercise of personal jurisdiction of such courts.
12. Export
You agree to follow U.S. and other export control laws and agree not to transfer CBC Products to a foreign national, or national destination, that is prohibited by such laws. You also acknowledge you are not a person with whom CBC is prohibited from doing business under these export control laws.
13. Changes to the Agreement
CBC may modify this Agreement from time to time, so please review it frequently. Any revisions to the Terms Of Sale will be applicable to orders placed on the CBC website on or after the Last Updated date stated by CBC at the top of this Agreement. Once you accept a version of the Agreement, we will not enforce future material changes without your express agreement to them.
14. Electronic Contracting
With regard to your purchases of CBC Products on the CBC website, we will communicate electronically by sending email or posting electronically. You agree that all agreements, notices, disclosures and other communications that are provided electronically satisfy any legal requirement that such communications be in writing.
15. Dispute Resolution and Arbitration Agreement
A. Application: This Dispute Resolution and Arbitration Agreement shall apply if your (i) Country of Residence is in the United States; or (ii) your Country of Residence is not in the United States, but bring any claim against CBC in the United States.
B. Overview of Dispute Resolution Process: CBC is committed to participating in a cordial dispute resolution process. To that end, this Agreement provides for a two-part process for individuals to whom this Section applies: (1) an informal negotiation directly with CBC’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules or, if you are a Reseller under Section 7 of this Agreement, under the Commercial Arbitration Rules (as modified by this Section and except as provided in Section 20.E).
C. Pre-Arbitration Dispute Resolution and Notification: Prior to initiating an arbitration, you and CBC each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact CBC’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
D. Agreement to Arbitrate: You and CBC mutually agree that any dispute, claim or controversy arising out of or relating to your purchase and use of CBC Products, this Agreement, or the breach, termination, enforcement or interpretation thereof (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and CBC agree that the arbitrator will decide that issue.
E. Exceptions to Arbitration Agreement: You and CBC each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
F Arbitration Rules and Governing Law: This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules or, if you are a Reseller under Section 7 of this Agreement, the Commercial Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
G. Modification to AAA Rules - Arbitration Hearing/Location: In order to make the arbitration most convenient to you, CBC agrees that any required arbitration hearing may be conducted, at your option, (a) if you reside in the United States, in the county where you reside; (b) in Prima County, Arizona; (c) in any other location to which you and CBC both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
H. Arbitrator’s Decision: The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
I. Jury Trial Waiver: You and CBC acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
J. No Class Actions or Representative Proceedings: You and CBC acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and CBC both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding.
K. Severability: In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
L. Changes: Notwithstanding the provisions of Section 13 (“Changes to Agreement”), if CBC changes this Section 15 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted the Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and CBC in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted this Agreement (or accepted any subsequent changes to this Agreement).
K. Survival: This Section 15 will survive any termination of these Terms.
Please note: When expressly authorized by CBC, CBC Products may be purchased on the CBC Website by you for resale (in this case, you are a “Reseller”). Section 7 contains important Terms and Conditions for Resellers that govern resale, please read them carefully. By accepting this Agreement, Resellers agree to be bound by and to comply with all Agreement terms, including Section 7, which apply to any and all orders of CBC Products.
Please note: Section 15 of this Agreement contains an arbitration clause and class action waiver that applies to you. If your country of residence is the United States, this provision applies to all disputes with CBC. If your Country of Residence is outside of the United States, this provision applies to any action you bring against CBC in the United States. It affects how disputes with CBC are resolved. By accepting this Agreement, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
TERMS OF SALE
1. Purchasing CBC Products
This Agreement, along with the CBC User’s Manual and CBC Privacy and Cookie Policy, which are incorporated by reference apply to purchased CBC Products and will form part of any order placed by you on the CBC Website. Any term or condition on any order or other document submitted by you will not have any force or effect unless mutually agreed in writing.
CBC Products may also be purchased from authorized third parties. When you purchase CBC Products from a third party, your purchase is with that third party and not with CBC. You must complete that third party's purchase process and will be bound by that third party's terms and conditions. Please contact the third party with questions regarding your purchase. However, the return and warranty provisions in Section 5 with respect to CBC Products still apply.
In addition, when expressly authorized by CBC, CBC Products may be purchased on the CBC Website for resale. Additional terms and conditions govern resale, see Section 7.
2. Purchase Process
A. Payment Process: To pay for CBC Products, you'll be asked to select from a list of available payment methods on our CBC website.
By submitting an order to CBC and providing your payment method information, you acknowledge that:
- you are at least 18 years of age;
- you have confirmed the details of your purchase and that the products you have ordered are compatible for your intended use;
- you have read and accept this Agreement, and any applicable additional terms;
- your email address, shipping address, and billing and payment method information are true and accurate; and
- you are authorized to use such payment method.
You are responsible for all purchases of CBC Products made by you or otherwise attributable to your payment method, except unauthorised activity which is not your fault. It's your responsibility to ensure the accuracy of your order history and to save a copy of your history for your records. If you have questions regarding your transaction history, please contact Customer Support at sales@carpenterbootcompany.com.
B. Data: By placing an order, you agree and understand that CBC may store, process and use data collected from your order for the purposes of processing your order. CBC will protect your information in accordance with our Privacy and Cookie Policy.
C. Offer and Acceptance: Your order is an offer to purchase CBC Products at the Purchase Price (as defined in Section 4 below) and terms shown, and subject to this Agreement. All orders submitted by you are subject to acceptance by us, which we may refuse without providing reasons and with no liability to you. Most offers are accepted and processed by CBC within 24 hours, though in some cases CBC may take up to 72 hours to process your offer. If your offer is accepted by CBC, we will charge your payment method, and send you a purchase confirmation email. If we do not confirm acceptance of your order within ten (10) working days, it is deemed to have been refused.
You may cancel at any time before we have sent you our confirmation email, by contacting customer service at sales@carpenterbootcompany.com. Following cancellation, we will provide you with a refund for the amount paid to us under the cancelled order.
Please note that if you plan to gift your purchased CBC Product, that gift is a completed transaction upon purchase between you and CBC, subject to this Agreement. However, the User’s Manual will apply to the gift recipient. It is your responsibility that he or she receives this important manual.
3. Delivery, Risk and Title
Our obligation to deliver your CBC Products begins as soon as your order is accepted by CBC, and will be complete when your CBC Products are delivered. CBC will not ship any CBC Products to you until your payment method provider has authorized the payment. Any delivery date that is specified at the time of your order, in your confirmation email, or in any other communication from CBC is an estimate only. CBC may make partial shipments of your ordered CBC Products. CBC will not be liable for any failure to ship complete orders or for any shipment delay.
While CBC will make every effort to supply you with the CBC Products listed on your confirmation email, there may be times when CBC is unable to supply these products, for example,(i) when such CBC products are no longer being manufactured or available, (ii) when CBC is unable to source relevant components, or (iii) where there was a pricing error. In such circumstances, CBC will contact you and suggest alternative CBC Products that you might wish to purchase (at the same or different price). In the event of a pricing error, CBC will communicate the correct price to you. If you do not accept CBC’s proposed substitution or price modification, CBC will cancel your order and refund any money that you may have paid to CBC in respect to that order.
Title passes to you upon delivery of the CBC Products to the delivery location you specified. CBC bears all risk of loss or damage to the CBC Products until delivery of the CBC Products; upon delivery, risk of loss or damage will pass to you. For CBC Products lost in transit or returned due to damage in transit, CBC will issue you credits or replace your CBC Products. Delivery of your CBC Products will be deemed correct and undamaged unless you inform CBC of any error in delivery in writing within fourteen (14) days after the original delivery date of your shipment. Your failure to inform CBC during this period will constitute a waiver of any such claim.
4. Pricing and Tax
When you purchase CBC Products, the price payable is the price indicated on our Website at the time your order is placed and will be sent out in the confirmation email. CBC may change prices at any time without notice. Price increases will only apply to orders placed after such changes.
CBC charges sales tax and/or use taxes where required by law. If you are shipping to states or territories where sales tax and/or use tax is charged, the appropriate charges will be added to and displayed in your order. You agree to pay all fees specified plus all applicable sales and/or use taxes, GST or VAT that CBC assesses on your purchase (the "Purchase Price").
The Purchase Price does not include charges for shipping and handling. Separate charges for shipping and handling will be itemized on your order. Depending on your location, you may also be required to pay import duties or other custom fees on imported products. As the importer, it is your responsibility to pay such fees.
Please note, your payment method provider may apply a currency conversion rate to the Purchase Price, and/or additional processing fees. CBC is not responsible for such charges and fees; please contact your payment method provider for further details.
5. Warranty, Returns and Cancellation
A. Returns and Cancellation:
If you are not entirely satisfied with your CBC Product, we’re here to help! CBC products may be returned within twenty one (21) days of delivery of your CBC Product, if:
- the product is not a custom boot made to your own specifications;
- the product has not been heat molded;
- the product is in its original packaging;
- the product has not been used;
- tags or seals have not been removed from the product;
- the product has not been damaged; or
- you have the receipt or proof of purchase;
CBC Products not meeting these criteria will not be considered for return.
You must notify us of your desire to return your product within this 21 day period and must send back your CBC Products immediately after, but no later than 21 days from the date on which you inform us of your intent to return your CBC Product.
Please contact Customer Service at sales@carpenterbootcompany.com to request a return. You are responsible for the cost of shipping all CBC products eligible for a return.
B. Right of Withdrawal: If you believe you have a statutory right of withdrawal and wish to exercise that right, please contact Customer Service at sales@carpenterbootcompany.com.
C. Limited Warranty: CBC warrants that our products are free from defects in material and workmanship, under normal and intended use, for a period of one (1) year from the date of retail purchase by the original retail customer. For the CBC Pro-Sharpening Frame, this Limited Warranty period is extended to two (2) years from the date of retail purchase by the original retail customer. If CBC determines that such a defect exists, we will repair or replace (at our option) your CBC product without charge. The terms and conditions for this Limited Warranty, which form part of and are incorporated into this Agreement by reference, are available in the CBC User’s Manual. Please review it carefully.
REPAIR OR REPLACEMENT AS PROVIDED FOR UNDER THIS LIMITED WARRANTY IS THE EXCLUSIVE WARRANTY AVAILABLE TO YOU. TO THE FULLEST EXTENT ALLOWED BY LAW, CBC DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY STATUTORY WARRANTY ON HIDDEN DEFECTS, AND WILL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE FOR THE SALE, MANUFACTURE, OR USE OF ITS PRODUCTS. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation or exclusion may not apply to you. TO THE EXTENT PERMITTED BY LAW, THE WARRANTY PERIOD WILL NOT BE EXTENDED OR RENEWED DUE TO SUBSEQUENT RESALE, REPAIR, OR REPLACEMENT.
6. Limitation of Liability
A. This Agreement sets out the full extent of our obligations and liabilities in respect to the supply of CBC Products. There are no warranties, conditions, or other terms that are binding on us except as expressly stated in this Agreement.
B. Subject to Section 6.D., the maximum aggregate liability of either party to the other on all claims of any kind under or related to this Agreement, whether in contract, warranty, condition, tort (including negligence), strict liability, statute, or otherwise, SHALL BE LIMITED TO THE SUM PAID TO CBC FOR THE PRODUCT IN QUESTION.
C. Subject to Section 6.D., IN NO EVENT WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, CONDITION, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE SHALL CBC OR ITS EMPLOYEES, LICENSORS, OR BUSINESS PARTNERS, BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING LOST BUSINESS PROFITS OR REVENUE, LOSS OF CONTRACTS, OR THE COST OF THE PROCUREMENT OF SUBSTITUTE GOODS) OR FOR PUNITIVE OR EXEMPLARY DAMAGES. THIS LIMITATION APPLIES TO ANY CLAIM ARISING OUT OF OR RELATED TO THE USE OF CBC PRODUCTS WHETHER BASED IN CONTRACT, TORT, STATUTE, STRICT LIABILITY, OR OTHERWISE. The limitations set forth in Sections 9.B. and 9.C. will not apply to any claim by CBC against you for violation of intellectual property rights. THE REMEDIES SET FORTH IN THIS AGREEMENT WILL BE YOUR SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIM AGAINST CBC UNDER OR RELATED TO THIS AGREEMENT. You waive and relinquish any right or claim that might arise out of CBC’s refusal to accept your purchase order.
D. The exclusions in this Section will apply to the fullest extent permissible by law but neither party excludes liability for: (a) fraud or fraudulent misrepresentation; (b) gross negligence or willful misconduct; or (c) any other liability which cannot be excluded by law.
E. Any warranty, condition or other term concerning the CBC Products which might otherwise be implied into or incorporated in this Agreement by statute, common law, laws applicable in the country where you purchase the CBC Products or otherwise (including without limitation any implied term as to quality, fitness for purpose, reasonable care and skill) are hereby expressly excluded to the maximum extent permitted by law.
7. Additional Terms and Conditions for Resellers
The terms of this Agreement govern your purchase of CBC Products for resale. In addition, the following terms apply:
A. Nature of Relationship: CBC authorizes you to resell CBC Products to your customers subject to CBC’s Limited Warranty included in the CBC User Manual (“Reseller”). As Reseller, you agree to take the necessary steps to bring CBC’s Limited Warranty to the attention of its customers purchasing the CBC Products.
As Reseller, you are and will remain an independent reseller and will act for your own account and neither your order nor this Agreement will be construed to create an association, partnership or joint venture, relationship of principal and agent, franchisee, legal representative, or of employer and employee between CBC and you. CBC retains the right to sell, or otherwise provide our CBC Products, directly or through other authorized third parties, including in the area where you are situated without compensation to you.
As Reseller, you may not cede or assign these Terms or any rights or obligations thereunder without the prior written approval of CBC which will not be unreasonably withheld.
B. Pricing, Discounts, and Sales: As Reseller, you are solely responsible for all resales of CBC Products to your customers, including any credit or accounts receivable risks. At your own cost, you will use best efforts to sell, distribute, and promote CBC Products. You agree to:
- establish your own retail price to your customers, and thereby determine your own margin (CBC may provide a recommended but non-binding retail price);
- ensure that you and your employees involved in selling CBC Products are trained on CBC Products and how to size and fit them for customers;
- comply with any instructions or guidelines given by CBC in relation to handling, packaging, storage, and safety norms applicable to our CBC Products;
- make your customers aware of CBC’s Return Policy and Limited Warranty;
- ensure that a printed copy of CBC’s User Manual is included with the CBC Products you sell to your customers;
- upon request by CBC, survey your customers regarding their purchase of CBC Products including, decision to purchase, pricing, design and performance of the CBC Products, and likelihood of purchasing additional CBC Products;
- not make any promise or guarantee with reference to CBC Products including design, performance and workmanship or otherwise incite any liability on behalf of CBC, unless authorized by CBC in writing;
- not directly or indirectly sell any CBC Product to a customer that you know or have reason to believe would resell our products;
- not sell or provide any CBC Product to any competitors to CBC in your market; and
- not alter, obscure, remove, conceal or otherwise interfere with any markings on CBC Products.
Any and all expenses, costs and charges you incur will be paid by you unless CBC has expressly agreed in advance in writing to pay certain expenses, costs and charges.
C. Inspection: As Reseller, you agree to immediately (a) inspect all or a sample of the CBC Products when delivered and (b) at the moment of delivery notify CBC of any existing damage to or discrepancies in the CBC Products or packaging. Your CBC Products will be deemed conforming and undamaged unless you inform CBC of any damage in writing within fourteen (14) days after the original delivery date of your shipment. Your failure to inform CBC during this period will constitute a waiver of any such claim.
D. Compliance: As Reseller, you represent and warrant that (a) you have obtained and will maintain, at your own cost, any permits, licenses, registrations, regulatory or governmental approvals and authorizations required for you to perform its obligations under this Agreement; and (b) will comply with all applicable laws, rules, regulations and certification standards that may exist in the territory where the you conduct business. Should you become aware of any existing or proposed laws, regulations or standards that are or may be inconsistent with the provisions of this Agreement, you agree to promptly notify CBC and we will attempt to resolve such inconsistency.
You further agree to follow U.S. and other export control laws and agree not to resell or transfer CBC Products to a foreign national, or national destination, that is prohibited by such laws. You also acknowledge you are not a person with whom CBC is prohibited from doing business under these export control laws.
E. Intellectual Property Rights and Limited License: CBC represents and warrants that it owns or is licensed to use and sub-license (including for the purpose of this Order) the CBC Products and all related intellectual property and trademarks, including without limitation, in patents, inventions, techniques, trade secrets and other rights in know-how, copyrights, rights affording equivalent protection to copyright, data, design rights, trademarks, service marks, trade names, business names, trade dress, brand names, logos, domain names, rights to goodwill, and all registrations or applications to register any of the foregoing (collectively, “Intellectual Property Rights”).
As Reseller, CBC grants you a limited, revocable (at CBC’s sole discretion), royalty free license to use the logos, trade names, trademarks, CBC User’s Manual, literature, and any promotional material of the CBC Products you have purchased and intend to resell solely for the purposes of marketing, promoting, advertising, or selling those CBC Products in your market. You acknowledge and agree that your right to use this material, CBC Products, and all other Intellectual Property Rights shall solely be limited to the purposes authorized in this Section 7.
As Reseller, you acknowledge and agree that (a) you will not do anything to interfere with CBC’s Intellectual Property Rights, including but not limited to copying, reproducing, or reverse engineering those Intellectual Property Rights for unauthorized purposes, (b) only use CBC’s Intellectual Property rights for the purposes explicitly authorized in this Section 7, and (b) except as specifically provided for under this Section 7, not make any claim to any right, title or interest in or to the CBC Products, including any Intellectual Property Rights whether during or after the resale of the CBC Products. Should you as Reseller acquire any such right, title, or interest, it agrees to assign the same to CBC whenever requested to do so by CBC free of charge.
F. Limited Warranty: The express warranties in Section 5.C are the only warranties with respect to CBC Products. CBC makes no other warranty or representation of any kind, whether express or implied (either in fact or by operation of law), with respect to CBC Products and all other additional warranties are hereby disclaimed. CBC expressly disclaims all warranties of merchantability, fitness for a particular purpose or otherwise.
G. Indemnification: As Reseller, you agree to hold CBC harmless against all claims including third party claims and losses resulting from:
any unauthorised representations, guarantees, or warranty you make, except where this warranty or guarantee is required by law and has been made with prior authorization with CBC;
negligent acts you make regarding the storage, handling, or use of CBC Products; or
failure to comply with any provisions of this Section 7.
8. Reservation of Rights
CBC reserves the right to take all legal and technical steps available to enforce this Agreement. No delay, omission or failure to exercise any of its rights or remedies under this Agreement will be deemed to be a waiver thereof.
9. Proprietary Rights
All CBC Products and all related intellectual property and trademark rights, including but not limited to patents, inventions, techniques, trade secrets and other rights in know-how, copyrights, rights affording equivalent protection to copyright, data, design rights, trademarks, service marks, trade names, business names, trade dress, brand names, logos, domain names, rights to goodwill, and all registrations or applications to register any of the foregoing (“Intellectual Property Rights”) are solely owned by CBC.
You acknowledge and agree that (a) you will not do anything to interfere with CBC’s Intellectual Property Rights, including but not limited to copying, reproducing, or reverse engineering those Intellectual Property Rights; (b) not make any claim to any right, title or interest in or to the CBC Products, including any Intellectual Property Rights; (c) not use CBC’s Intellectual Property Rights, including CBC’s name, logo, or trademarks in any of your advertising, communications, publications or other work without the prior written permission of CBC; and (d) you will not remove, obfuscate, deface, cover or alter any CBC mark.
10. Entire Agreement
This Agreement, together with any other CBC terms that govern your use of CBC Products (such as the User’s Manual), constitutes the entire agreement between you and CBC. If any part of this Agreement is held to be unenforceable, all other parts of this Agreement shall continue in full force and effect. The UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this Agreement or to any dispute arising out of or relating to this Agreement.
11. Governing Law
This Agreement is between you and Carpenter Boot Company, LLC., 5761 N. Placita del Trueno, Tucson, AZ 85718 USA; (ii) the laws of the State of Arizona, excluding its conflicts-of-law rules, govern this Agreement and your purchase of CBC Products; and (iii) you expressly agree that for claims and disputes not subject to the arbitration agreement in Section 15 below, exclusive jurisdiction for any claim or action arising out of or relating to this Agreement or CBC Products shall be the federal or state courts that govern Pima County, Arizona, and you expressly consent to the exercise of personal jurisdiction of such courts.
12. Export
You agree to follow U.S. and other export control laws and agree not to transfer CBC Products to a foreign national, or national destination, that is prohibited by such laws. You also acknowledge you are not a person with whom CBC is prohibited from doing business under these export control laws.
13. Changes to the Agreement
CBC may modify this Agreement from time to time, so please review it frequently. Any revisions to the Terms Of Sale will be applicable to orders placed on the CBC website on or after the Last Updated date stated by CBC at the top of this Agreement. Once you accept a version of the Agreement, we will not enforce future material changes without your express agreement to them.
14. Electronic Contracting
With regard to your purchases of CBC Products on the CBC website, we will communicate electronically by sending email or posting electronically. You agree that all agreements, notices, disclosures and other communications that are provided electronically satisfy any legal requirement that such communications be in writing.
15. Dispute Resolution and Arbitration Agreement
A. Application: This Dispute Resolution and Arbitration Agreement shall apply if your (i) Country of Residence is in the United States; or (ii) your Country of Residence is not in the United States, but bring any claim against CBC in the United States.
B. Overview of Dispute Resolution Process: CBC is committed to participating in a cordial dispute resolution process. To that end, this Agreement provides for a two-part process for individuals to whom this Section applies: (1) an informal negotiation directly with CBC’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules or, if you are a Reseller under Section 7 of this Agreement, under the Commercial Arbitration Rules (as modified by this Section and except as provided in Section 20.E).
C. Pre-Arbitration Dispute Resolution and Notification: Prior to initiating an arbitration, you and CBC each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact CBC’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
D. Agreement to Arbitrate: You and CBC mutually agree that any dispute, claim or controversy arising out of or relating to your purchase and use of CBC Products, this Agreement, or the breach, termination, enforcement or interpretation thereof (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and CBC agree that the arbitrator will decide that issue.
E. Exceptions to Arbitration Agreement: You and CBC each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
F Arbitration Rules and Governing Law: This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules or, if you are a Reseller under Section 7 of this Agreement, the Commercial Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
G. Modification to AAA Rules - Arbitration Hearing/Location: In order to make the arbitration most convenient to you, CBC agrees that any required arbitration hearing may be conducted, at your option, (a) if you reside in the United States, in the county where you reside; (b) in Prima County, Arizona; (c) in any other location to which you and CBC both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
H. Arbitrator’s Decision: The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
I. Jury Trial Waiver: You and CBC acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
J. No Class Actions or Representative Proceedings: You and CBC acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and CBC both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding.
K. Severability: In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
L. Changes: Notwithstanding the provisions of Section 13 (“Changes to Agreement”), if CBC changes this Section 15 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted the Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and CBC in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted this Agreement (or accepted any subsequent changes to this Agreement).
K. Survival: This Section 15 will survive any termination of these Terms.