Terms of Sale
Last Updated: January 19th, 2018
Please read these Terms of Sale (the “Sale Terms”) carefully because they govern the purchase of any products (“Products”) you buy from Black Brass, Inc., a Delaware corporation dba SpeedSmith (“SpeedSmith,” “us” or “we”), unless you have signed a separate written agreement with us that supersedes these Sale Terms. The SpeedSmith website used to order any Products will be referred to as the “Site” and the SpeedSmith mobile application used to order any Products will be referred to as the “App”.
When you place an order to purchase any Products, you agree (a) that SpeedSmith may charge the credit card, debit card or other payment method you have chosen for your purchase verification, pre-authorization and payment purposes for the total amount of your order (including any applicable taxes, import or other government fees, shipping and handling fees or any other amounts incurred as a result of your order) directly or through a third-party payment processor, and (b) to bear any additional charges that your bank or other financial service provider may levy on you.
All orders are subject to acceptance by SpeedSmith. Once you place your order following the on-screen instructions and we have processed your payment, we will email you an order confirmation (“Order Confirmation”) that indicates that we have accepted your order. With your Order Confirmation, we’ll confirm the quantity of Products you purchased, their price, and an estimated shipment date (“Estimated Shipment Date”).
We reserve the right to not accept, not process or reject your order once accepted for any reason or no reason, including without limitation, if your payment method is declined, if we suspect the request or order is fraudulent, or in other circumstances SpeedSmith deems appropriate in its sole discretion. We may also limit the order quantity, extend the delivery timeline for any reason after the order has been placed and accepted, and/or refuse to ship a Product to you for any reason. SpeedSmith also reserves the right, in its sole discretion, to take steps to verify your identity in connection with your order. Our acceptance of your order is expressly conditioned on your unconditional acceptance of these Sale Terms, even if you communicate with us otherwise. We do not accept any changes to or rejections of these Sale Terms that you may communicate to us in any form and all such terms and conditions will be null and of no effect.
Prices and Taxes
The prices for the Products will be as specified during your checkout and in your Order Confirmation. Prices are stated in U.S. dollars with a separate subtotal for all typically applicable sales tax for purchases made within the United States. You agree to pay the applicable sales tax relating to the Products you purchase from us.
Once your order has been accepted by SpeedSmith, you may only cancel your order as approved by SpeedSmith, in its sole discretion.
Shipment and Delivery
SpeedSmith only ships to the countries indicated in our App and website during the checkout process. We may provide a single shipping method and carrier, or multiple methods and carriers, for Product delivery, at our sole discretion. You will be responsible for all shipping-related costs and expenses, and these will be noted on your order screen before you make your purchase. Once the Product is sent to the carrier, ownership of the Product and the risk of that Product’s loss passes to you.
You understand that all scheduled shipment dates and Estimated Shipment Dates are estimates only. We will make reasonable efforts to meet the scheduled shipment dates, but in no event, will we be liable for any loss, damage, or penalty resulting from any delay or failure in shipment or delivery, nor will the carrier be deemed our agent. If you purchase multiple Products, we may send you your Products in installments and charge you separately for each installment. We have the right to allocate our available inventory of the Products among other purchasers in such manner as we see fit. If we are not able to charge your payment method or you fail to pay for your purchase, we have the right to delay or suspend shipment of the Products.
Please visit help.speedsmith.co to review our Return Policy. All returns must be authorized by SpeedSmith, including returns under our Limited 30 Day Warranty.
Please note that we do not offer any exchanges. You are invited to return your Product and then place a new order for the Product you wish to purchase, subject to stock availability.
You may only purchase Products for your personal use. You may not commercially resell any Product, but you may give a Product as a gift. These Sale Terms apply to any gift recipient.
Limited 30 Day Warranty
SpeedSmith warrants that the Products will be free from material defects for a period of 30 days from the date of purchase (the “Warranty Period"). If a defect in the Product arises within the Warranty Period, SpeedSmith will repair or replace it with a new or refurbished product or component, or at its option refund the original purchase price upon return of the defective product (the “30 Day Limited Warranty”). This 30 Day Limited Warranty does not apply to Products you purchase from unauthorized resellers, or if the Product is damaged as a result of misuse, abuse, accident, unauthorized modification or other causes beyond our reasonable control. For instructions on making a warranty claim, please email Care@SpeedSmith.co.
ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCTS ARE LIMITED TO THE DURATION OF THE APPLICABLE EXPRESS WARRANTY. ANY OTHER CONDITIONS, REPRESENTATIONS OR WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, ARE DISCLAIMED. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary by jurisdiction.
You agree to defend, indemnify, and hold SpeedSmith, its subsidiaries and affiliates, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected to your violation of these Sale Terms or for liabilities, interest, penalties or fees assessed against us arising from any failure by you to pay any required taxes.
Limitations of Liability
EXCEPT AS EXPRESSLY PROIVIDED IN OUR 30 DAY LIMITED WARRANTY STATED ABOVE, IN NO EVENT WILL SPEEDSMITH BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, USE, PROFITS, DATA, OR GOODWILL) OR COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE SALE TERMS OR THE PURCHASE, SALE, USE, OPERATION OR PERFORMANCE OF THE PRODUCTS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT SPEEDSMITH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. YOU AND SPEEDSMITH HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE SALE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL SPEEDSMITH’S LIABILITY TO YOU ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE SALE TERMS, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE ACTUAL AMOUNT PAID TO SPEEDSMITH BY YOU FOR THE PRODUCT THAT GIVES RISE TO THE CLAIM.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
Our goal is to provide you with great service, so we will try our best to resolve any disagreements that you have with us. If we cannot, then you and we both agree to resolve disputes related to any Products purchased by you or these Sale Terms (each, a “Claim”) in binding arbitration instead of court, except that (a) a Claim may be brought in small claims court if it qualifies for it and (b) either party may bring suit in court to enjoin the infringement or other misuse of intellectual property rights.
- What is arbitration? Arbitration does not involve a judge or jury. Instead, a neutral person (the “arbitrator”) hears each party’s side of the dispute, and makes a decision that is finally binding on both parties. The arbitrator can award the same relief as a court could award, including monetary damages. While court review of an arbitration award is limited, if a party fails to comply with the arbitrator’s decision, then the other party can have the arbitration decision enforced by a court. If for any reason a Claim proceeds in court rather than in arbitration, you and we each waive any right to a jury trial.
- Can a Claim be part of a class action or similar proceeding? No. You agree to resolve your Claims with us solely on an individual basis, and not as part of a class, representative or consolidated action. We agree to do the same.
- What rules apply in the arbitration? The arbitration will be conducted under the American Arbitration Association (“AAA”) Consumer Arbitration Rules (the “AAA Rules”). The AAA Rules are available at www.adr.org or by calling 1-800-778-7879.
- How will the arbitration be conducted? How much does it cost? The arbitration will be conducted by the AAA or a comparable arbitration body in the event the AAA is unable to conduct the arbitration. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Unless the arbitrator finds your Claim frivolous, we will pay for all filing, administration and arbitrator fees if your Claim is for less than $10,000, and we won’t seek our attorneys’ fees and costs if we prevail in the arbitration. The arbitration may be conducted in writing, remotely (e.g., by videoconference) or in-person in the county where you live (or at some other location that we both agree to).
- How do I start an arbitration proceeding? To begin an arbitration proceeding against us, send a letter requesting arbitration and describing your Claim to 340 S Lemon Ave #8869 Walnut, CA 91789. If we request arbitration against you, we will give you notice at the email address or street address you provided.
- INSTRUCTIONS FOR OPTING-OUT OF ARBITRATION: If you do not want to agree to arbitrate your Claims as explained above, then you can opt-out of this arbitration agreement by notifying us of your decision in writing at 340 S Lemon Ave #8869 Walnut, CA 91789. You must opt-out within 30 days of the date you first agree to these Sale Terms or any updated Sale Terms.
This Dispute Resolution section only applies to Claims between us and individual consumers, and is governed by The Federal Arbitration Act.
When you utilize the Site or the App to purchase Products or send e-mails to SpeedSmith, you are communicating with SpeedSmith electronically. You consent to receive communications from SpeedSmith electronically. SpeedSmith may communicate with you by e-mail or by posting notices on the App or the Site. You agree that all agreements, notices, disclosures and other communications that SpeedSmith provides to you electronically satisfy any legal requirement that such communications be in writing.
You agree that these Sale Terms combined with your act of using the Site, the App and/or any Services to order Products have the same legal force and effect as a written contract with your written signature and satisfy any laws that require a writing or signature, including any applicable statute of frauds. You further agree that you shall not challenge the validity, enforceability or admissibility of these Terms on the grounds that it was electronically transmitted or authorized. In addition, you acknowledge that you have had the opportunity to print these Sale Terms.
These Sale Terms are governed by the laws of the State of California without regard to its conflict of law provisions.
Choice of Forum
The exclusive jurisdiction for all Claims that are not subject to arbitration, including any Claims brought on behalf of a company or other legal entity, will be the state and federal courts located in the Northern District of California, and you and SpeedSmith each waive any objection to jurisdiction and venue in such courts.
These Sale Terms constitute the entire and exclusive understanding and agreement between SpeedSmith and you regarding the purchase of the Product, and these Sale Terms supersede and replace any and all prior oral or written understandings or agreements between SpeedSmith and you regarding such a purchase. If any provision of these Sale Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Sale Terms will remain in full force and effect.
You may not assign or transfer an order for a Product accepted by SpeedSmith or these Sale Terms, by operation of law or otherwise, without SpeedSmith’s prior written consent. Any attempt by you to assign or transfer an order for a Product accepted by SpeedSmith or these Sale Terms, without such consent, will be null and void. SpeedSmith may freely assign or transfer these Sale Terms without restriction. Subject to the foregoing, these Sale Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by SpeedSmith under these Sale Terms, including those regarding modifications to these Sale Terms, will be given: (i) via email; or (ii) by posting to the SpeedSmith website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
SpeedSmith’s failure to enforce any right or provision of these Sale Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of SpeedSmith. Except as expressly set forth in these Sale Terms, the exercise by either party of any of its remedies under these Sale Terms will be without prejudice to its other remedies under these Sale Terms or otherwise.
If you have any questions about these Sale Terms, please contact SpeedSmith by any of the following methods: firstname.lastname@example.org