TERMS AND CONDITIONS OF SALE

TERMS OF SALE
Last Updated/Effective Date: May 8, 2024

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.

These terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. You are also giving up substantial legal rights under these Terms, including the right to sue in certain circumstances.

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 us, 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.spi-co.com (the “Site”). These Terms are subject to change by SPI 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 the Site, and you should review these Terms before purchasing any product that is available through the Site. Your continued use of the Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.

1. Order Acceptance. You agree that your order is an offer to buy, under these Terms, all products listed in your order. All orders must be accepted by us, or we will not be obligated to sell the products 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 us and you will not take place unless and until you have received your order confirmation email.

2. Identity and Account Verification. When you place an order, we will ask for your name, address, and other information that will allow us to identify you.

3. Prices. All prices, discounts, and promotions posted on the Site are subject to change without notice. The price charged for a product 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 your order confirmation email. We strive to display accurate price information, however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences. We may offer, from time to time, promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.

4. Payment Terms. Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before we accept an order. We accept payment by credit or debit card for all purchases, and may accept payment by other means for established customers in our sole discretion. You represent and warrant that (a) the payment information you supply to us is true, correct, and complete, (b) you are duly authorized to use such payment method for the purchase, (c) charges incurred by you will be honored by your credit or debit card company or other financial institution, and (d) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.

5. Shipments. We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

6. Title and Risk of Loss. Title and risk of loss pass to you upon our transfer of the products to the carrier.

7. No Returns and Refunds. Unless otherwise stated on the Site or below, all sales are final and non-returnable and non-refundable. If we permit a refund and return of any particular product, we will accept a return of the products for a refund of your purchase price, less the original shipping and handling costs, so long as (a) such return is made within sixty (60) days of delivery with valid proof of purchase, and b) such products are returned in their original condition. All returns are subject to validation and approval at our sole discretion. To return products, please contact branch as some branches may have different policies for returns. You are responsible for all shipping and handling charges on returned items unless otherwise specified. You bear the risk of loss during shipment. Refunds will be credited back to the same payment method used to make the original purchase on the Site.

8. Warranty. Products purchased from SPI will be subject to the third-party manufacturer’s warranty terms and conditions. If you would like to make a warranty claim during the manufacturer’s warranty period, you must promptly notify the manufacturer for repair or replacement services. We will provide you with information regarding the manufacturer’s warranty to the extent applicable. We shall have no liability for any issues relating to any warranty provided by a manufacturer. We make no warranties regarding any products sold on the Site, and specifically disclaim all warranties relating to the Site and any products sold on the Site, including any (a) warranty of merchantability, (b) warranty of fitness for a particular purpose, or (c) warranty against infringement of intellectual property rights of a third party, whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise. Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to you.

9. Limitation of Liability. We (and our affiliates and suppliers) will not be liable to you or any third party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages (including lost profits or revenues or diminution in value) arising out of any breach of these Terms, regardless of (a) whether such damages were foreseeable, (b) whether or not we were advised of the possibility of such damages, and (c) the legal or equitable theory (contract, tort, negligence, or otherwise) upon which the claim is based. Our (and our affiliates’ and suppliers') maximum aggregate liability arising out of these Terms and the products ordered through our Site, whether arising out of breach of contract, tort (including negligence) or otherwise, will not exceed the actual amount paid by you for the products you have ordered through our Site that give rise to the applicable liability. The exclusions and limitations of liability set forth above will only apply to the extent permitted by law and will not apply to liability resulting from our gross negligence or willful misconduct. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

10. Acknowledgment; Release.

(a) To the maximum extent permitted by law, you hereby release us and our affiliates, shareholders, directors, officers, employees, suppliers, and agents (collectively, the “Released Parties”) from all losses, claims, judgments, costs, liabilities, cause of actions, and damages (collectively, “Claims”) for injury, death, or damage to property arising out of your use of the products purchased through the Site, whether arising out of the negligence of any of the Released Parties or otherwise, unless due to the gross negligence or the willful misconduct of any of the Released Parties. You covenant not to bring, either directly or indirectly, any such Claims against the Released Parties, unless due to the gross negligence or the willful misconduct of any of the Released Parties. You have been made aware of, and understand, the provisions of California Civil Code Section 1542 (“Section 1542”), which provides: ”A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You expressly, knowingly, and intentionally waive any and all rights, benefits, and protections of Section 1542 and of any other state or federal statute or common law principle limiting the scope of a general release.

11. Indemnity. To the maximum extent permitted by applicable law, you will indemnify, defend, and hold harmless us and our affiliates, shareholders, members, directors, managers, officers, employees, suppliers, and agents against all third-party claims and all related losses, liabilities, damages, actions, and expenses (including court costs and reasonable attorneys’ fees) to the extent arising out of your negligence, willful misconduct, breach of these Terms, violation of law, violation of any third-party rights, or use of any product for purposes for which such product was not intended or designed.

12. 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 and other applicable geographies, including all export regulations. You represent and warrant that you are buying products from the Site for your own use only, and not for resale or export.

13. Intellectual Property. We, and our licensors, will remain the sole and exclusive owners of all intellectual property rights in and to each product made available on the Site and any related specifications, instructions, documentation, or other materials. You will not reverse engineer any of the products made available on the Site, except to the extent this restriction is not permitted by laws applicable to you.

14. Privacy. We collect, use and disclose your personal information in accordance with our privacy policy, which is available at [link to privacy policy].

15. Force Majeure. Neither party will be liable to the other party for any breach of these Terms (except for any of your obligations to make payments to us under these Terms) to the extent such breach results from acts beyond the impacted party’s reasonable control, including 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), restraints or delays affecting carriers, inability or delay in obtaining supplies of adequate or suitable materials, telecommunication breakdown, or power outage.

16. Governing Law. Except as expressly set forth in these Terms, all matters arising out of these Terms are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (that would cause the application of the laws of a different state. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

17. Dispute Resolution and Binding Arbitration.

(a) Each party is 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 you and us (or any of our affiliates or suppliers) arising from or relating to your purchase of products through the Site, will be resolved exclusively and finally by binding arbitration.

(b) The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 17. The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879. The Federal Arbitration Act will govern the interpretation and enforcement of this Section 17. The arbitrator will 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 these Terms are void. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

(c) You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention do so within 60 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.

(d) You agree to an arbitration on an individual basis. In any dispute, neither party will be entitled to join or consolidate claims by or against other customers in court or in arbitration or otherwise participate in any claim as a class representative, class member, or in a private attorney general capacity. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

(e) Subject to the next sentence, if any provision of this Section 17 is found unenforceable, the unenforceable provision will be severed and the remaining terms will be enforced. If this entire Section 17 is unenforceable, to the extent permitted by applicable law, each party agrees to the exclusive jurisdiction of the state and federal courts located in [Charlotte, North Carolina], to resolve any dispute arising out of these Terms.

18. 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 is void. No assignment or delegation relieves you of any of your obligations under these Terms.

19. No Waivers. No waiver under these Terms will be effective unless it is in writing and signed by the party granting the waiver. A waiver granted on one occasion will not operate as a waiver on other occasions.

20. No Third-Party Beneficiaries. Except as set forth under Sections 9, 10, 11, and 17, these Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.

21. Notices.

(a) 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.

(b) To Us. To give us notice under these Terms, you must contact us as follows by personal delivery, overnight courier, or registered or certified mail to [SPI Contact Name], 2101 Rexford Road, Charlotte NC, 28211. We may update the address for notices to us by giving you notice as provided in this Section 21. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

22. Severability. If any part of these Terms is invalid, illegal, or unenforceable, the rest of these Terms will remain in effect, and such invalid, illegal, or unenforceable part will be revised to conform with law to the extent permissible.

23. Entire Agreement. Our order confirmation, these Terms, our Website Terms of Use, and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.