General Terms of Sale
As of September 1st, 2019
The following General Terms of Sale (hereinafter designed as the « Terms ») are concluded between:
UNISTELLAR, CORP., a company organized and existing under the laws of Delaware with filing # 6519252, with administrative address at 185 Alewife Brook Parkway, Suite 210, Cambridge, MA 02138, USA.
Hereinafter designed as the “Seller”
Any natural person, who, after having read carefully the present General Terms of Sale, decides to purchase the Product on the Web Site.
Hereinafter designed as the “Customer”
The present Terms govern any presale or sale of the Product as such terms are defined below in the present General Terms of Sale.
ARTICLE 1. IMPORTANT INFORMATION – PLEASE READ CAREFULLY
THE TERMS AND CONDITIONS OF PRODUCT PRESALES AND SALES ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM DELIVERED BY YOU (“CUSTOMER“) ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.
BY ACCEPTING DELIVERY OF THE PRODUCTS, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS.
ANY GENERAL DESCRIPTION OF THE TYPES OF PRODUCTS AND RESULTS THEREOF POSTED ON ANY SELLER WEBSITE OR MOBILE APPLICATION DO NOT CONSTITUTE PART OF THE AGREEMENT BETWEEN SELLER AND CUSTOMER.
These Terms and Conditions constitute a binding contract between Customer and Seller and are referred to herein as either “Terms and Conditions” or this “Agreement”. Customer accepts these Terms and Conditions by making a purchase from or placing an order with Seller or shopping on the Seller Website or otherwise requesting Products (as this and all capitalized terms are defined herein). These Terms and Conditions are subject to change without prior notice.
ARTICLE 2. Precontractual Information – Acceptation by the Customer
The Customer acknowledges having received communication, preliminary to the Presale or Sale of the Product, of the following information:
- The main characteristics of the Product;
- The Price of the Product;
- The time by which the Seller undertakes to deliver the Product;
- The information regarding the identity of the Seller, and e-mail address regarding its business activities;
- The conditions to use the products and the warranties;
- The information regarding the right of withdrawal (existence, conditions, time limitations, and ways to exercise the 14 days right of withdrawal), the conditions to terminate the contract of sale and to any other essential contractual conditions;
- Means of payment accepted by the Seller.
ARTICLE 3. Definitions
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
« Customer »: shall mean any user of the Website who purchases the Product.
« Sale »: shall mean any purchase of the Product by the Customer through the Website which specifies the quantity of the ordered Products and the approximate date and place of delivery.
« Pre-sale or Pre-Order »: shall mean any purchase of the Product ordered by the Customer through the Website during the launch campaign of the Product, which specifies the quantity of the ordered Products and the approximate date and place of delivery.
« Product »: shall mean the eVscope marketed through the Website, which characteristics are described in the present Terms and Conditions and that the Customer can purchase via a Sale or Presale.
« Seller »: shall mean UNISTELLAR, CORP.
« Territory of delivery »: shall mean the United States.
“Website”: the website hosted at the following address: https://unistellaroptics.com/ operated by the UNISTELLAR company.
ARTICLE 4. Scope of Application
The Terms and Conditions shall apply to any Presale or Sale ordered by the Customer on the Web Site.
As soon as the Customer confirms its Presale or Sale by activating the “SUBMIT PAYMENT” button, the Customer acknowledges that he has accepted all of the present Terms and Conditions and shall respect them for the duration of the use of the Product.
The Seller reserves the right to make changes to the present Terms at any time with regard to the technical updates of the Web Site or of the goods and services offered on the Web Site, or if required to be made by law or government authority.
ARTICLE 5. Main Characteristics of the Product
The Product is a digital telescope that uses a technology that allows its user to better see the galaxies, nebulae and other faint objects of the night sky. It also automatically aligns with the polar star and is able to point and track said objects. It is controlled by a smartphone. In the near future, it will offer its users the possibility to take part in the Citizen Science projects and control their Product with a tablet.
The Product is manufactured by batches through presale orders.
To benefit from the performance of the eVscope it is recommended to use it in the following conditions:
- clear weather,
- low humidity,
- wind below 10km/h,
- hard ground.
In order to preserve the battery’s emptying time, it is recommended not to store it with a low charge, and to ensure a charge of at least 50% before storage. Recommendations:
- storage: -15°C -> +60°C (recharge your battery regularly if storage > 2 months)
- storage and recharge: 10°C -> +40°C
- observation and recharge: 10°C -> +40°C
- observation: -10°C -> +40°C
To know more about the main characteristics of the eVscope, the expected results in using the eVscope, the Customer can refer to the following link (product page of the website).
We also draw the attention of the Customer on the fact that he must read carefully the following instructions for installation and operation of the eVscope:
- Risk of fire and irreversible damages if the eVscope is pointed towards the sun without a suitable solar filter.
- The eVscope is a relatively heavy object that could hurt and cause injuries to its user if it falls on him/her.
- It is recommended to be careful in order not to pinch one’s fingers when folding the tripod and when assembling the telescope on its tripod.
ARTICLE 6. Formal Requirements to Order the Product
6.1 Means to Order the Product
The following personal information which shall allow the beginning of the manufacturing of the Product shall be required from the Customer during the Presale or Sale process:
- E-mail address;
- Mail address;
- Phone number.
6.2 Confirmation of the Presale or Sale
The process of Presale and Sale on the Website shall respect the following steps to conclude the contract:
- The customer indicates in its shopping cart the number of Products that he wishes to purchase,
- The total price of the order (or pre-order) appears;
- After having reviewed the order (or pre-order) summary, and agreed to the present terms through a checkbox, the Customer activates the « CONFIRMATION » button;
- A web page appears and summarizes the Presale or Sale ordered by the Customer. In case of errors of the Customer when placing the order, the customer shall have the possibility to identify and correct input errors;
- Once the Presale or Sale is definitively accepted by the Customer, the Customer activates the “PAY” button;
- The contract is definitively concluded once the Customer has activated the “PAY” button;
- The Seller sends an e-mail to the Customer in order to acknowledge the receipt of the recipient’s order.
6.3 Time of Delivery of the Product
6.3.1 Time of delivery of the Products for Pre-Orders after September the 1st, 2019.
The Seller informs the Customer of the estimated delivery date at the moment of purchase.
As soon as the Seller is informed by is suppliers of the date of the availability of the Product, he shall inform the Customer of the time of delivery.
The Seller expressly informs the Customer that regarding the specificity and technicality of the Product, a delay in the delivery of a1 month is possible. In such event, the Seller undertakes to inform the Customer of the delay and to provide him/her with the new time of delivery.
The Seller shall send to the Customer an e-mail confirming the sending of the Product through the e-mail address given by the Customer when ordering the Product.
6.3.2 Time of Delivery of the Sales
The Products subject to a Sale are delivered within the period of time mentioned on the purchase order.
6.3.3 Delay in the Delivery
In the event of a delay of the delivery, the Seller will inform the Customer by email and propose a new delivery date. The customer is entitled to refuse it and to require a cancellation of the order and a full refund.
Nevertheless, the Seller shall not be liable for late deliveries since the actual delivery of the Sale and Presales can be impacted by many events beyond the Seller’s control once it leaves the facilities. In that event, the Seller will work with the Customer to ensure as smooth a delivery as possible.
6.3.4 U.S. Shipping Only
Products purchased online from the Web Site are subject to U.S. and foreign export control laws and regulations. Products must be purchased, sold, exported, re-exported, transferred, and used in compliance with these export laws and regulations.
ARTICLE 7. Financial Conditions
Orders are not binding upon Seller until accepted by Seller.
Customer agrees to pay the total purchase price for the products plus shipping.
All prices relating to the Products offered by the Seller are available on the Web Site and are within Seller’s sole discretion. Seller reserves the right to make adjustments to pricing, for reasons, but not limited to, changing market conditions, Product discontinuation, Product unavailability, manufacturer price changes, supplier price changes and errors in advertisements.
All orders are subject to Product availability. Therefore, the Seller cannot guarantee that it will be able to fulfill Customer’s orders.
The Presale or Sale implies the payment of the totality of the Price including the delivery costs which are added to the price.
The delivery costs are indicated on the Web Site and appear on a separate way in the summary of the order. The delivery costs vary according to the country of delivery.
7.2 Means of Payment
The order shall be paid through banking card through the payment service provider Stripe or Paypal.
ARTICLE 8. Return Policy
The Seller invites the Customer to review the following terms related to returning the Product:
For a Pre-Order, the Customer shall cancel its order and request a full refund up to 7 days after his payment.
For any undamaged Product, and within a period of 30 days after reception, the Customer can simply return it by requesting a Return Material Authorization (RMA) to the Seller by sending an email at email@example.com .
Upon reception of said RMA, the Customer can simply return its Product with all included accessories and complete packaging along with the original receipt in its original condition and in perfect state. The Seller will then offer a full refund upon receipt of said returned Product using the same payment method as the one used at the time of the Sale or Pre-Order.
Returning costs are at the expense of the Customer. Restocking fees shall be applied in case of missing parts or damaged packaging. A product that has been damaged shall not be refunded.
ARTICLE 9. Risk of Loss
The Products ordered from the Website are made pursuant to a shipment contract. This means that the risk of loss and title for such items passes to you upon delivery to the carrier.
ARTICLE 10. Sanctions and Export Policy
The Customer may not order any Product if he/she has been subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are ordering the Product. The Customer must comply with all U.S. or other export and re-export restrictions that may apply to goods, software, and technology.
ARTICLE 11. Disclaimer of Warranties and Limitation of Liability
Customer understands that Seller is not the manufacturer of the Products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not Seller or its affiliates. In purchasing the Products, Customer is relying on the manufacturer’s specifications only and is not relying on any statements, specifications, photographs or other illustrations representing the Products that may be provided by Seller or its Affiliates.
SELLER AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF TITLE, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD-PARTY SERVICES. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY MANUFACTURER’S WARRANTY. Customer expressly waives any claim that it may have against Seller or its affiliates based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property rights (each a “Claim”) with respect to any Product and also waives any right to indemnification from Seller or its Affiliates against any such Claim made against Customer by a third party. Customer acknowledges that no employee of Seller or its Affiliates is authorized to make any representation or warranty on behalf of Seller or any of its Affiliates that is not in this Agreement.
Seller makes no warranties to the Customer and the Customer hereby acknowledges that Seller makes no warranties in regard to the applicability of all laws and regulations affecting, without limitation the manufacture, performance, sale, packaging, and labeling of the Products which are in force within the Customer’s territory.
Customer further acknowledges and agrees that Seller makes no representations, warranties or assurances that the Products are designed for or suitable for use in any high-risk environment, including but not limited to aircraft or automobile safety devices or navigation, life support systems or medical devices, nuclear facilities, or weapon systems, and Customer agrees to indemnify Seller in connection with any such use of the Products. Customer further agrees to review and comply with the manufacture’s disclaimers and restrictions regarding the use of the Products in high-risk environments.
THE PRODUCTS MADE AVAILABLE TO THE CUSTOMER THROUGH THE WEB SITE ARE PROVIDED BY THE SELLER ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SELLER PRODUCTS, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEB SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. THE CUSTOMER EXPRESSLY AGREES THAT HIS/HER USE OF THE PRODUCT IS AT HIS/HER SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY LAW, THE SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SELLER DOES NOT WARRANT THAT THE AMAZON SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO THE CUSTOMER TROUGH THE WEBSITE, THE SELLER’S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM THE SELLER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, THE SELLER WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE PRODUCT OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) INCLUDED ON OR OTHERWISE MADE AVAILABLE TO THE CUSTOMER THROUGH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
ARTICLE 13. Force Majeure
Any event beyond the control of either party and against which it could not reasonably protect itself is a case of force majeure and suspends the obligations of the Parties.
The Parties admit, without this list being restrictive, conventionally, between them, that it emerges from the force majeure, the damages having their origins or their causes in a strike impacting a direct or indirect supplier, the rupture of a contract by a supplier, a breakdown of energy supply, a failure of the IP networks on which they depend, a war, riots or popular movements, attacks, weather phenomena, etc. …
ARTICLE 14. Archiving – Access to the Contract
Orders placed by the Customer are archived on the Seller’s internal server. The Customer may request at any time to have access to a copy of the order and the corresponding Contract by writing to the following email address: firstname.lastname@example.org
ARTICLE 15. Notifications
Any communications between the Parties shall take place by email: the Seller’s email email@example.com, and to the email address provided by the Customer when ordering the Product. The Customer shall inform the Seller of changes in his/her contact information and email address by sending an email at firstname.lastname@example.org.
ARTICLE 16. Severability
If any of the provisions of the terms are canceled in whole or in part, the validity of the remaining provisions of the CGT shall remain unaffected. In this case, the Parties shall, to the extent possible, replace the canceled provision by a valid provision corresponding to the spirit and purpose of the General Terms of Sale.
ARTICLE 17. Applicable Law – Disputes
17.1 Applicable law – Language of the General Terms of Sale
The General Terms of Sale shall be governed by and construed under and in accordance with the Federal Arbitration Act, applicable federal law, and the laws of the state of DELAWARE.
17.2. Dispute Resolution
Any claim, disputes or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including, but not limited to, statutory, common law, intentional tort and equitable claims) arising from or relating to the Products or/and THE INTERPRETATION OR APPLICATION OF THESE Terms and Conditions or, or validity thereof, or Seller’s or any of its affiliates’ advertising or marketing (collectively, a “Claim”, SHALL BE RESOLVED, UPON THE ELECTION OF ANY OF SELLER, CUSTOMER OR THIRD PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION PRIOR TO JUDICIARY PROCEEDINGS, except that the Customer may assert claims in small claims court if your claims qualify to go before the claims court.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Conditions of Use as a court would.
The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.
This arbitration provision is subject to the Federal Arbitration Act (9 U.S.C §§ 1-16).
Each Party involved will bear its own cost of any legal representation, discovery or research required to complete arbitration.