Terms of service

 

TERMS AND CONDITIONS OF SERVICE

  1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. 

BY PLACING AN ORDER FOR PRODUCTS FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH UPPERSTATE LLC, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS OR GOODS BY APPLICABLE LAW.

These terms and conditions (these "Terms") apply to the purchase and sale of products through www.upperstategear.com (the "Site"). These Terms are subject to change by Upperstate LLC (referred to as "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and you should review these Terms before purchasing any product or services that are available through this Site. Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.

You should also carefully review our Privacy Policy before placing an order for products or services through this Site).

  1. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between Upperstate LLC and you will not take place unless and until you have received your order confirmation email.
  2. Prices and Payment Terms.
    • All prices posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.
    • Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept Visa, Mastercard, American Express, Discover, JCB, Diners Club, Elo, Shop Pay, Apple Pay and Google Pay for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
  3. Shipments; Delivery; Title and Risk of Loss.
    • Before submitting your order, please carefully review your order to ensure that you have entered the correct address. We are not responsible for delivery errors if the address that you provide is incomplete or incorrect. We are unable to ship to a P.O. Box address.  At this time, we are only accepting domestic orders for delivery to the Continental United States.  We are unable to ship to an international location.
    • We make every effort to process orders as quickly as possible. Please allow up to three (3) business days for your order to be processed.  Once your order has been processed, you will receive a confirmation email that includes a tracking number.  
    • We will arrange for shipment of the products to you. Please check the product page for delivery options.  You will pay all shipping and handling charges specified during the ordering process.  Title and risk of loss pass to you upon delivery. The shipping calculator will provide the shipping cost to your delivery address.  The total shipping cost will be displayed on the checkout page.  Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
    • Please inspect your order upon receipt. If the contents have been damaged in shipping, please contact us immediately, within three (3) days at hello@upperstategear.com with your order number, a description of the damage, and photographs showing the damage.  We address these on a case-by-case basis, but we will try our best to reach a satisfactory resolution.
  4. Returns and Refunds. At this time, we are unable to process exchanges or refunds. All sales are final. We hope you love our products, and we welcome your feedback at hello@upperstategear.com.
  5. No Warranty. NO EXPRESS MANUFACTURER'S WARRANTIES ARE INCLUDED WITH THIS PRODUCT, WHETHER FULL OR LIMITED.  OUR PRODUCT IS SOLD "AS IS".  ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, ARE DISCLAIMED TO THE EXTENT AUTHORIZED BY LAW.  IN THE EVENT THAT AN IMPLIED WARRANTY IS IMPOSED BY OPERATION OF LAW, ANY CLAIM OF BREACH OF IMPLIED WARRANTY SHALL BE LIMITED TO A MAXIMUM AMOUNT OF DAMAGES EQUAL TO THE PURCHASE PRICE OF THE PRODUCT
  6. LIMITATION ON LIABILITY. IN NO EVENT SHALL UPPERSTATE LLC, ITS AFFILIATES OR EACH OF THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS (COLLECTIVELY DEFINED AS "UPPERSTATE GROUP”) BE LIABLE FOR ANY EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (COLLECTIVELY DEFINED AS “CONSEQUENTIAL DAMAGES”), WHETHER FORESEEABLE OR NOT, INCLUDING WITHOUT LIMITATION, THIRD PARTY CHARGES AND COSTS, LOST PROFITS, LOST BUSINESS OR BUSINESS OPPORTUNITY, REGARDLESS OF THE CAUSE, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS, BREACH OF CONTRACT, WARRANTY (EXPRESS OR IMPLIED) OR DUTY (STATUTORY OR OTHERWISE) OR STRICT LIABILITY OF UPPERSTATE GROUP OR ANY OTHER THEORY OF LEGAL LIABILITY, WHETHER ASSERTED IN CONTRACT, TORT OR OTHER THEORY OF LAW.  UPPERSTATE GROUPS’S MAXIMUM LIABILITY TO YOU WITH RESPECT TO THE PRODUCT(S) SHALL IN NO EVENT EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE PRODUCT(S) THAT ARE THE SUBJECT OF THE APPLICABLE CLAIM.  The limitation of liability set forth in this Section 7 shall apply to the maximum extent permitted by law.
  7. Acknowledgement of Product Use. You acknowledge and agree that the products or services offered for sale through the Site are not certified medical devices and are not intended for any clinical, medical, or diagnostic use. 
  8. Goods Not for Resale or Export. You agree to comply with all applicable laws and regulations of the various states and of the United States including all Export Regulations, as defined below. You represent and warrant that you are buying products or services from the Site for your own use only, and not for resale or export.
  9. Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy, https://upperstategear.com/policies/privacy-policy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.
  10. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
  11. Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Commonwealth of Massachusetts. For purposes of litigating any claim or dispute arising from or related to these Terms, the parties irrevocably submit and consent to the exclusive jurisdiction and venue of the state courts located in Suffolk County, Massachusetts, or of any federal court located in Massachusetts, and agree that such litigation shall be conducted before those courts, and expressly waive all rights to challenge the jurisdiction and venue of those courts. The parties agree that Convention on the Contracts for the International Sale of Goods does not apply in any way to these Terms.
  12. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
  13. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Upperstate LLC.
  14. No Third Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
  15. Notices.
    • To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
    • To Us. To give us notice under these Terms, you must contact us as follows by email hello@upperstategear.com. Notices provided by email will be effective one business day after they are sent.
  16. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
  17. Entire Agreement. Our order confirmation, these Terms, and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.