Consumer Sales Agreement


STANDARD TERMS AND CONDITIONS OF SALE
 

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ORDER YOUR PRODUCT. 

  1. Terms of Sale. These Terms of Sale (“Agreement”) apply to your purchase of products (“Product”) via the internet, telephone or in person which are sold by CoinTerra, Inc. (“CoinTerra”) including its affiliates or subsidiaries. By placing your order for Product, you accept and are bound to the terms of this Agreement.
  2. Payment Terms; Orders; Quotes. Terms of payment are within CoinTerra’s sole discretion and unless otherwise agreed to by CoinTerra, payment must be received by CoinTerra prior to CoinTerra’s acceptance of an order. Payment for Product will be made in United States dollars by wire transfer, or other prearranged payment method. Invoices are due and payable within the time period noted on your invoice, measured from the date of the invoice. CoinTerra may invoice parts of an order separately. Your order is subject to cancellation by CoinTerra, in CoinTerra’s sole discretion. CoinTerra is not responsible for pricing, typographical or other errors in any offer by CoinTerra and reserves the right to cancel any orders arising from such errors.
  3. Shipping Charges; Title; Risk of Loss. Title to Product passes from CoinTerra to you upon shipment or collection. Product is delivered to you Ex Works in accordance with INCOTERMS 2010. Shipping, handling and tax are additional unless otherwise expressly indicated at the time of sale. Loss or damage that occurs during shipping by a carrier is your responsibility. You must notify CoinTerra within fourteen (14) days of the date of receipt of Product if you believe that any part of your purchase is missing, wrong or damaged. Shipping and delivery dates are estimates only.
  4. Warranties. CoinTerra warrants that its Product will, at the time of shipment and for a period of thirty (30) days thereafter, be free from defects in material and workmanship, and will conform to CoinTerra’s approved technical specifications. You must advise CoinTerra in writing of any claims within the warranty period, obtain CoinTerra’s advance return merchandise authorization (“RMA”), and return the Product to a facility or location as directed by CoinTerra. Warranty returns made to CoinTerra without a valid RMA will be denied.  If the Product is not as warranted, CoinTerra shall, at CoinTerra’s option, either refund the purchase price of the Product or provide the same or equivalent replacement Product. In no event, however, shall CoinTerra be responsible for any defects that are caused by neglect, misuse or mistreatment, improper installation, failure to use power cords which meets the power rating, failure to operate the Product on appropriately rated power circuits, improper testing or operation, handling during or after shipment, overclocking, or for any components that have been altered or modified in any way, or for any other cause not attributable to defective workmanship or failure to meet specifications on the part of CoinTerra. This warranty shall not be expanded, and no obligation or liability will arise, due to technical advice or assistance, computerized data, facilities or services CoinTerra may provide in connection with your purchase. CoinTerra provides no warranty for Product purchased through unauthorized sales channels. COINTERRA MAKES NO OTHER WARRANTIES FOR THE PRODUCT. COINTERRA SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY WARRANTY WITH RESPECT TO THE EFFICACY OF THE PRODUCT FOR CRYPTOCURRENCY MINING OR THE VALUE OF THE CRYPTOCURRENCY GENERATED USING THE PRODUCT. COINTERRA MAKES NO EXPRESS WARRANTIES EXCEPT THOSE WARRANTY IN EFFECT ON THE DATE OF THE INVOICE.
  5. Software. Software is subject to any separate software license agreements accompanying or made available to you in connection with the software.
  6. Return Policies. All sales are final and non-refundable except as expressly provided in this Agreement. No cancellation or rescheduling of orders by Buyer will be accepted.
  7. Excusable Delay. CoinTerra shall not be liable for any delay or failure to perform due to any cause beyond its control or the control of its suppliers or subcontractors such as, for example, strikes, acts of God, interruption of transportation or inability to obtain the necessary labor, materials or facilities. Delivery schedules shall be considered extended by a period of time equal to the time lost because of any excusable delay. In the event CoinTerra is unable wholly or partially to perform because of any such cause it may cancel its acceptance of your order without any further liability to you.
  8. Changed or Discontinued Product. CoinTerra’s policy is one of ongoing update and revision. CoinTerra may revise and discontinue Product at any time without notice to you. CoinTerra will ship Product that has the equivalent or similar functionality and performance of the Product ordered, but changes between what is shipped and what is described in a specification sheet are possible.
  9. Limitation of Liability. COINTERRA DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, INCREASED DIFFICULTY OF GENERATING CRYPTOCURRENCY, LEVEL OF CRYPTOCURRENCY MINING, CHANGED VALUATION OF CRYPTOCURRENCY, LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, COINTERRA WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, COINTERRA IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT. SOME JURISDICTIONS MAY NOT ENFORCE ALL OF THESE LIMITATIONS, AND ONLY THE LIMITATIONS THAT ARE LAWFULLY APPLIED TO YOU IN YOUR JURISDICTION WILL APPLY.
  10. Not For Resale or Export. You agree to comply with all applicable laws and regulations of the various states and of the United States. You agree and represent that you are buying for your own internal use only, and not for resale or export. Product, which may include technology and software, is subject to U.S. export laws as well as the laws of the country where it is delivered or used. Product may not be sold, leased or transferred to restricted countries, restricted end users or for restricted end uses.
  11. Governing Law. THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THERE UNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND COINTERRA arising from or relating to this Agreement, its interpretation or the breach, termination or validity thereof, the relationships which result from this agreement, CoinTerra’s advertising, or any related purchase SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAW. Neither the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980), nor the Uniform Computer Information Transactions Act (UCITA) shall apply to any purchases made hereunder.
  12. Dispute Resolution and Binding Arbitration. YOU AND COINTERRA ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.   ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND COINTERRA, its agents, employees, contractors, principals, successors, assigns, affiliates, subsidiaries (collectively “CoinTerra”) arising from or relating in any way to your purchase of Product, this Agreement, its interpretation or the breach, termination or validity thereof, the relationships which result from this Agreement (including relationships with third parties who are not signatories to this Agreement), CoinTerra’s advertising or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. The arbitrator shall have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid.  The arbitration shall be administered by the American Arbitration Association (AAA) or JAMS (or a substitute forum if both are unavailable). The arbitration proceedings shall be governed by this provision and the applicable procedures of the selected arbitration administrator, including any applicable procedures for consumer-related disputes, in effect at the time the claim is filed. Consumer claimants (individuals whose transaction is intended for personal, family or household use) may elect to pursue their claims in small-claims court rather than arbitration. The arbitration or small-claims court proceeding will be limited solely to the individual dispute or controversy between customer and CoinTerra. The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. This transaction shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. If you prevail on any claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law. 



Version 1.1
Last edited: April  6, 2014