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TERMS AND CONDITIONS

ECELLS
TERMS AND CONDITIONS OF SALE

PLEASE READ THESE TERMS AND CONDITIONS OF SALE CAREFULLY. THEY GOVERN YOUR PURCHASE OF OUR PRODUCTS AND CONTAIN VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.THESE TERMS AND CONDITIONS ARE SUBJECT TO ARBITRATION.
  1. Acceptance of These Terms. You (“Customer”) may place orders for Products with ECELLS INC., doing business as ECELLS, Ecells, ecells.com,  via our website (www.ecells.com) or, in certain circumstances, over the phone. “Products” collectively means any and all items being sold by ECELLS to Customer. By placing an order for our Products, you consent to these Terms and conditions of sale (“Terms”) and acknowledge that we will only furnish the Products subject to these Terms. Unless expressly agreed to in writing by ECELLS, any term or condition in any order or other form or correspondence that purports to add to or is in any way inconsistent with these Terms shall be inapplicable and of no force and effect whatsoever. ECELLS right to require strict observance and performance of each of these Terms shall not be affected by concurrent waiver of any other of these Terms or by any previous course of dealing.
  2. Orders. All orders are subject to ECELLS acceptance. This means that ECELLS may refuse to accept or may cancel any order, whether or not the order has been confirmed, for any or no reason, and without liability to you or anyone else. If you choose to purchase a product or service, you must designate and provide information about your preferred payment method (e.g., credit card, online payment service or any other payment method made available by ECELLS). You agree to pay all fees and other charges incurred in connection with your username and password for your ECELLS account. If your credit card has already been charged for an order that is later cancelled, ECELLS will issue you a refund.
  3. Price. All prices are subject to change and exclude tax and shipping unless otherwise stated.
  4. Taxes. The prices quoted for the Products sold hereunder do not include any foreign, federal, state or local sales, use, value-added, excise, gross receipts or any similar transaction or consumption taxes, tariffs, duties or other charges imposed on or measured by the use or sale of Products (collectively, “Taxes”). Customer shall pay, and reimburse ECELLS if it pays, any Taxes, except for those based on ECELLS income. If ECELLS is required by any governmental authority or agency to collect and pay any Taxes on Customer’s behalf, ECELLS may invoice Customer for such amounts including any interest or penalty assessed thereon.
  5. Payment. All orders must be paid in full prior to shipment. ECELLS accepts American Express, Discover, MasterCard, Visa, and PayPal. Payment information is submitted by Customer upon the placement of any order and fulfillment and shipping of the order is subject to verification of payment information and availability of funds.
  6. Delivery and Risk of Loss. Currently only domestic shipments will be allowed and all orders must be prepaid with shipping costs from ECELLS facility. Additional terms may apply for international orders and customers must seek additional instructions via Email. Title and all risk of loss or damage to the Products shall pass to Customer upon delivery of the Products to the carrier for shipment. Although ECELLS is authorized to make shipping arrangements on Customer’s behalf and except as otherwise provided, Customer shall be responsible for all costs and expenses associated with shipment of Products. For international shipments, Customer shall be responsible for obtaining and maintaining, at its cost, all legally required approvals, licenses, permits, registrations, certifications and other documents relating to the importation of the Products, and Customer shall be responsible for all costs and expenses relating to the Products’ transit across another country’s border. Notwithstanding anything in these Terms to the contrary, any timeframe provided byECELLS is a good faith estimate of the expected delivery date. ECELLSwill use commercially reasonable efforts to fill Customer’s orders within the time stated but in no event shall be liable for any damages associated with ECELLS inability to meet any such timeframes or deadlines.
  7. Returns. Except as otherwise provided herein, Customer may not cancel an accepted order without ECELLSprior written consent, which it may withhold in its sole discretion. Customer may return Products for a refund of the purchase price (not including initial shipping charges) plus any applicable tax. Customer shall arrange for and pay return shipping expenses. The Product(s) must be returned to ECELLS within thirty days of purchase to:
    ECELL’S Store Returns 4831 E Cheyenne Way, Pahrump, Nevada 89061
  8. Product Changes. ECELLSmay make any change in the design of or specifications for, or in the way it manufactures or produces any Product if such changes are necessary or desirable to improve the safety or performance of such Product. Further, ECELLS may furnish suitable substitute Products or components for Products or components which are unobtainable by ECELLS because of any priorities, rules, regulations or the like established by governmental authorities or agencies, or due to price changes or the non-availability of materials or components from suppliers. Customer MAY NOT make any changes in the designs or specifications for the Products unless ECELLS approves of such changes in writing, in which event ECELLS may impose additional charges to implement such changes.
  9. Limited Warranty. Subject to the following limitations, terms, and conditions, ECELLS warrants to the original purchaser of each Product, except helmets, that such Products when purchased new, are free of defects in materials and workmanship. This limited warranty may be exercised for a period of up to one year from the date of purchase. This limited warranty does not apply to normal wear and tear, nor to claimed defects, malfunctions or failures that result from abuse, neglect, improper assembly, improper maintenance, alteration, collision, crash, or misuse. Consult your owner’s manual for your product warranty.
    Except as expressly set forth above, ECELLS disclaims all other warranties, express or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose. ECELLS responsibility for warranty claims is limited to, at ECELLS sole discretion, reimbursement of the original purchase price or replacement of the product with the same or similar product. notwithstanding Anything in THESE TERMS to the contrary, ECELLS SHALL NOT be responsible or held liable for punitive, indirect, incidental or consequential damages, including without limitation, liability for loss of use, loss of profits, loss of Product or business interruption however the same may be caused, including fault or negligence of ECELLS. 
    In order to exercise rights under this limited warranty, Customer must return the affected Product to with proof of purchase (original invoice or credit card statement) to: ECELL’S 4831 E Cheyenne Way Pahrump, Nevada 89061
    Customer must pay costs of return shipment. ECELLS reserves the right to modify this limited warranty at any time, in its sole discretion.
  10. Applicable Law/Not for Resale. Customer agrees to comply with all applicable laws and regulations of the various states and of the United States. Customer agrees and represents that he or she is buying the Product(s) for his or her own use and not for resale. Customer agrees that these Terms were entered in the State of Nevada, and that any dispute arising hereunder shall be decided in accordance with its laws. Customer agrees not to offer new products for resale without express written approval from ECELLS.
  11. Reservation. ECELLS reserves the right to refuse to sell Products to anyone for any reason, in its sole discretion.
  12. Dispute Resolution. Customer and ECELLS agree to waive their right to trial by jury, and to have all disputes resolved by binding arbitration in Nye County, Nevada. Customer and ECELLS agree that any decision of the arbitrator shall be final, and in accordance with Nevada law. Further, it is agreed that the language in these Terms shall be interpreted as to its fair meaning and not strictly for or against any party. Customer stipulates to in personam jurisdiction in Nevada and agrees to accept service of process by registered or certified mail.
  13. Entire Agreement. These Terms constitute the entire and only agreement between ECELLS and Customer, and supersede all prior or contemporaneous agreements, representations, warranties, and understandings.
  14. Severability. In the event that any provision of these Terms is held or determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of these Terms shall remain in full force and effect and such invalid or unenforceable provision shall be construed in a manner so as to give the maximum valid and enforceable effect to the intent of the parties expressed in these Terms.
  15. Exclusivity. The parties’ rights, liabilities, responsibilities and remedies with respect to the Products shall be exclusively those expressly set forth in these Terms. The waivers, releases, limitations on liability and on remedies expressed in these Terms shall apply even in the event of the default, negligence, breach of contract, strict liability, of the party released or whose liability is limited and shall extend to their directors, officers, and employees.
    Effective May 1, 2019 This agreement supersedes any and all previous policies by ECELLS.