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SALES TERMS AND CONDITIONS

EXTREMA RATIO

1. GENERAL.

1.1. These terms and conditions of sale (hereinafter the “Terms and Conditions” and/or “Terms”) govern and apply to sale and delivery of all products (the “Products”) ordered/purchased on the website located at www.extremaratiousa.com (the “Website”) by and between Extrema Ratio U.S.A. a company organized under the laws of Wyoming with its principal office at 109 East 17th Street Suite 490, Cheyenne, WY, 82001 (hereinafter “Extrema Ratio” and/or “Seller”) and a customer, meaning a natural person buying the Products as end consumer (“Customer” or “you”). The Terms apply regardless of where you are located, provided that the delivery of the Products takes place in the U.S.

1.2. These Terms form an integral and substantial part of every purchase proposal, purchase order and order confirmation of the Products and supersede any and all prior oral quotations, communications, agreements or understandings of the parties in respect of the sale and delivery of the Products and shall supersede any and all other terms and conditions contained in any order placed by a Customer otherwise communicated by a Customer. Any preprinted terms and conditions on any purchase order or other form document provided by Customer, shall be without force and effect unless Seller and Customer agree in writing to modify these Terms or to state that these Terms will not apply. Seller deems material and object to and reject any terms and conditions which are additional to or different from these Terms, which Seller have not separately agreed to in writing (except additional provisions specifying quantity, description of the Products ordered and shipping instructions). Any Seller’s failure to insist on performance of or to exercise any right under these Terms shall not thereafter waive any such term, condition, right or privilege.

1.3. Any quote, acknowledgement or acceptance of your order by Seller is expressly limited to and made conditional upon your acceptance of the Terms. By placing an order for Products on the Website (“Purchase Order”), you irrevocably and unconditionally accept in full these Terms and Conditions, which shall govern the purchase of the Products.

2. CHANGES TO THE TERMS AND CONDITIONS OF SALE.

2.1. Seller reserves the right to make changes to the Terms and Conditions from time to time, for any or no reason without prior notice. Any amendments or updates to these Terms and Conditions shall be effective upon publication on the Website. The most recent version of the Terms and Conditions is published from time to time on the Website. In any case, each Purchase Order is subject to the version of the Terms and Conditions in force at the time the relevant order is placed. You agree that it is your responsibility to monitor changes to our Terms.

2.2. Seller shall not be liable for any damages, costs, or expenses incurred by you or any third-party as a result of changes in the Terms and Conditions or for any modification, price change, suspension or discontinuance of the Website.

3. WEBSITE AND ACCOUNT CREATION.

3.1. Extrema Ratio is not responsible if any information made available on this Website is not accurate, complete or current. The material on this Website is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. ANY RELIANCE ON THE MATERIAL ON THIS WEBSITE IS AT YOUR OWN RISK.

3.2. THE WEBSITE IS NOT INTENDED FOR USE OR ACCESS BY ANYONE UNDER THE AGE OF MAJORITY. IF CUSTOMER IS UNDER THE AGE OF MAJORITY in its state or province of residence, CUSTOMER MAY NOT USE OR ACCESS THE WEBSITE OR PROVIDE EXTREMA RATIO WITH ANY PERSONALLY IDENTIFIABLE INFORMATION. Customer may not use the Website if (i) is not of legal age to form a binding contract with Extrema Ratio, or (ii) is a person barred from accessing/surfing the Website under the laws of the jurisdiction in which Customer is resident or from which he/she uses the services related to the Website.

3.3. Customer may be required to establish an account prior to surfing the Website or purchasing online the Products. If Customer chooses to register for an account, Customer agrees to: (i) provide true, accurate, current, and complete account registration information about himself as prompted by the Website; and (ii) maintain and promptly update such registration information to keep it true, accurate, current, and complete. If Customer provides any registration information that is untrue, inaccurate, not current, or incomplete, or if Seller has a reasonable ground to suspect that such information is untrue, inaccurate, not current, or incomplete, Seller has the right to suspend or terminate your account(s) and refuse any and all current or future purchase of Products (or any portion thereof).

3.4. Customer may choose to create a username, password and/or account designation (“Account Credentials”) in order to make online purchases of the Products or otherwise use the Website. If Customer choose to create Account Credentials, Customer is the sole responsible for maintaining the confidentiality of the Account Credentials, and is fully responsible for any and all interactions and activity when Customer, or any third, party access the services using your Account Credentials. IF CUSTOMER ALLOWS THIRD PARTIES TO ACCESS THE WEBSITE THROUGH USE OF ITS ACCOUNT CREDENTIALS, CUSTOMER AGREES TO DEFEND AND INDEMNIFY SELLER AND ITS PARENT COMPANY AND AFFILIATES AGAINST ANY LIABILITY, COSTS, OR DAMAGES, INCLUDING ATTORNEY FEES, ARISING OUT OF CLAIMS OR SUITS BY SUCH THIRD PARTIES BASED UPON OR RELATING TO SUCH ACCESS AND USE. Customer agrees to (i) immediately notify Seller of any unauthorized use of the Account Credentials or any other breach of security, and (ii) ensure its exit from its account(s) at the end of each session. Seller cannot and will not be liable for any loss or damage arising from Customer’s failure to comply with this Section.

4. PROPRIETARY INFORMATION.

4.1. Copyrights, trademark rights, patents, database rights, design rights, trade secrets, technical data, know-how, processes, inventions, improvements, business plans or policies, images of people, places and any and all other intellectual property and other rights relating to the Website and/or the Products displayed on the Website existing now or in the future including but not limited to computer programs, source and object code, documentation, software graphics, text, images, designs, videos, sound, illustrations, animations, databases, logos, domain names, trade names and trade identities (collectively referred to as the “Proprietary Information”), are the property of Extrema Ratio and/or its parent company and affiliated entities. All elements of the Website, including without limitation the general design and the content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Website may only be used for the intended purpose for which it has being made available. Customer will treat Extrema Ratio’s Proprietary Information as confidential and, except as authorized in writing by Extrema Ratio, Customer will not use, reproduce, or disclose it to third parties and will use best efforts to prevent its unauthorized use, reproduction, or disclosure. Proprietary Information shall not include information already known by you or legitimately disclosed to you by a third party or otherwise legitimately in the public domain. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

5. KNIFE LAW ACKNOWLEDGEMENT AND PURCHASING POLICY.

5.1. By accepting these Terms and Conditions and purchasing from Extrema Ratio by placing a Purchase Order on this Website, you represent that (i) you are at least the age of majority in your state or province of residence to order any Products and that (ii) the Product you are ordering is legal to own in your location and you assume the full and complete responsibility to comply with all applicable local, state, federal, and international laws with regard to the possession and use of any Product. PLEASE REVIEW YOUR LOCAL MUNICIPAL AND STATE LAWS BEFORE ORDERING IF YOU ARE IN DOUBT. Products may be dangerous, even deadly, in a number of different circumstances including if used improperly, negligently, recklessly and/or illegally. When you purchase the Products from Seller, you agree that you will use the Products in a safe and lawful manner, consistent with all applicable laws, recognized safety rules, and good common sense. You further agree that you will take such steps as may be reasonably necessary or required by applicable law to keep the Products out of the hands of minors and untrained and/or immature individuals.

5.2. You acknowledge and agree that certain Products available for purchase on our Website may be subject to legal restrictions regarding possession, purchase, and use by those under the age of 21. Before placing a Purchase Order for any specific Product, it is your sole responsibility to ensure compliance with all applicable laws and regulations governing the possession, purchase, and use of the Products in your jurisdiction. By completing a purchase on our Website, you acknowledge and assume full responsibility for complying with all legal requirements applicable to the possession, purchase, and use of the purchased Products in your jurisdiction. We disclaim any liability arising from your failure to adhere to these legal obligations.

5.3. Seller shall not be liable for the misuse of any Product and it is Customers’ sole responsibility to (i) check and adhere to, all applicable federal, state, and local, city, and county knife laws concerning the purchase, ownership, use, and possession of any Products sold to you on the Website and to (ii) contact local authorities or jurisdiction in order to ensure compliance. By offering the Products for sale, Seller does not represent or warrant that you may legally purchase, own, or possess the Product ordered.

6. OTHER RULES AND REGULATIONS REGARDING LEGALITIES OF PRODUCTS ON THIS WEBSITE.

If you are not sure about the legality of any Product for sale on our Website, you MUST CONTACT your local District Attorney’s Office and ask them if you can carry or own suspected items in your state. Many states allow you to own suspected items but not carry them. Suspected items are not to be used as weapons or to cause bodily harm or damage to personal property in any way. It’s YOUR RESPONSIBILITY to know the law before you order. It is the responsibility of Customer, NOT THE SELLER, to ascertain, and obey, all applicable local, state, federal and international laws in regard to the possession and use of any Product on this Website. Seller shall not be held liable for the misuse of any Product listed on this Website. By purchasing any Product from our Website, the Customer warrants compliance with all local, state, federal and international law, and that the Customers is legally able to purchase such Product from our Website. Extrema Ratio disclaims any and all liability related to improper, illegal, unintended use or modification of the Products sold through our Website. Customer assumes all risk of injury from any use of the Products.

7. PRODUCTS (if applicable).

7.1. Certain products may be available exclusively online through the Website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.

7.2. Seller has made every effort to display as accurately as possible the colors and images of our Products that appear on the Website. Extrema Ratio cannot guarantee that your computer monitor’s display of any color will be accurate. Unless otherwise indicated, Product’s images are considered indicative and not binding for Seller.

7.3. Extrema Ratio reserves the right, but is not obligated, to limit the sales of its Products to any person, geographic region or jurisdiction as well as the quantity of Products purchased per person or per order. These restrictions may be applicable to orders placed by the same account, the same credit card, and also to orders that use the same billing and/or shipping address. Seller may exercise this right on a case-by-case basis. Extrema Ratio reserves the right to limit the quantities of any Products that Extrema Ratio offers. All descriptions of Products or Product pricing are subject to change at anytime without notice, at Seller’s sole discretion. Extrema Ratio reserves the right to discontinue any Product at any time.

8. PURCHASE ORDER.

8.1. In order to purchase a Product, you must select it and place it in the shopping cart; you can change or delete any Products in the shopping cart at any time before finalizing the order.

8.2. Before confirming the Purchase Order, you should check the summary to ensure that all data therein are correct. Any data entry errors may be corrected by using the appropriate data modification functions on the Website. After you have placed the order, you can correct errors by contacting the customer service of the Seller at the following address info@extremaratiousa.com. Please correct errors as soon as you become aware of them and in any case no later than 2 (two) hours after placing the Purchase Order. Should you correct the errors after such date, Seller cannot guarantee that your Purchase Order will be processed/delivered. Should this be the case, Extrema Ratio will cancel your Purchase Order and inform you by email of such cancellation, and refund the price paid.

8.3. All Purchase Orders are subject to written acceptance by Seller. Receipt and acceptance of a Purchase Order, or rejection thereof, by Seller shall be confirmed by email sent to the email address indicated by Customer when submitting the Purchase Order (the “Order Confirmation”) summarizing the order number and details of the order placed such as Products’ characteristics, price and payment terms. It is understood that the execution of the Purchase Order by Seller is considered an Order confirmation.

8.4. Seller reserves the right, at its sole discretion, to refuse or cancel any accepted Purchase Order for any reason. Some situations that may result in your Purchase Order being canceled include limitations on quantities available for purchase, inaccuracies or errors in product or pricing information, or problems identified by our credit department. Seller may also require additional verifications or information before accepting any Purchase Order. Seller will contact you if all or any portion of your Purchase Order is canceled or if additional information is required to accept your Purchase Order. If your Purchase Order is canceled after your credit card (or other payment account) has been charged, Seller will issue a credit to your credit card (or other applicable payment account) in the amount of the charge.

9. ORDER CANCELLATION POLICY.

9.1. In the event that you decide to cancel a Purchase Order placed on our Website for any reason, you are required to provide written notification to Seller within 2 (two) hours as of the order placement. Written notifications should be sent to the following address: info@extremaratiousa.com. Please note that verbal cancellations or cancellations made through channels other than written communication may not be considered valid.

9.2. Seller reserves the right to accept or reject Purchase Order cancellation requests at its sole discretion. While Seller will make every effort to accommodate cancellation requests, we cannot guarantee that all requests will be approved.

9.3. Purchase Orders that are already in the process of preparation for shipment or have been dispatched cannot be canceled. Once a Purchase Order reaches this stage, it is considered non-cancelable.

10. PURCHASE PRICE.

10.1. Unless otherwise indicated, the prices of the Products published on the Website by Seller are expressed in US dollars (USD) (the “Purchase Price”). No cash discounts, back charges, setoffs, retention or counterclaims are allowed without Seller’s prior written agreement. In addition to the Purchase Price specified, Customer is responsible for any federal, state, provincial, or local excise, use, occupational, or other tax (including but not limited to, customs duties and clearance fees), duty or assessment now in force or to be enacted in the future, assessed against Seller or Customer by reason of the Purchase Order (the “Taxes”). All applicable Taxes shall be added to the Purchase Price at check-out, and you shall have an opportunity to review all such charges prior to completing and submitting an order. The amount of Tax and other charges shall depend on various factors, including, without limitation, the type of Product purchased, the price of the Product and the destination of the shipment. Tax regulations may change between the time you place an order and the time payment is cleared, which may affect the calculation of Taxes. The amount appearing on the checkout page may differ from the sales taxes ultimately charged, as indicated in the invoice you will receive with the shipping confirmation e-mail.

10.2. The Purchase Price is that published on the Website at the time of placing the Purchase Order and include standard packaging. Seller reserves the right to confirm or change the Purchase Price at the time of Confirmation Order.

10.3. In the event that any Products on the Website are mispriced, Seller shall have the right to refuse or cancel any Purchase Orders placed for Products listed at the incorrect price, regardless of whether Customer has received an Order Confirmation or paid for. If the Purchase Order is cancelled by Seller after payment has already been made, Seller will refund the amount of the incorrect price to Customer in due course.

11. PAYMENT TERMS.

11.1. The following methods are accepted for payment: (i) Credit card (Visa, Mastercard); and (ii) and Paypal.

11.2. You must pay at the time of order through the Website. Seller reserves the right not to accept the Purchase Order if the relevant provider of the payment instrument fails to authorize the payment.

11.3. If a credit card account is being used for a transaction, Seller may obtain preapproval for an amount up to the amount of the payment. If you enroll to make recurring payments automatically, all charges and fees will be billed to the credit card you designate during the setup process. If you want to designate a different credit card or if there is a change in your credit card, you must change your information online. This may temporarily delay your ability to make online payments while Seller verifies your new payment information. You represent and warrant that if you are making online payments (i) any credit card, debit card and bank account information you supply is true, correct and complete, (ii) charges incurred by you will be honored by your credit/debit card company or bank, (iii) you will pay the charges incurred by you in the amounts posted, including any applicable taxes, and (iv) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant credit card and credit card information.

11.4. Any refunds of amounts paid to Seller will be made using the same payment method that you have used to make the purchase. Refunds will be processed in the time and manner provided by the provider of that payment instrument.

12. SHIPPING AND DELIVERY TERMS.

12.1. Unless otherwise agreed in writing, Seller will exclusively cover the standard shipping costs. If you require any additional services beyond standard shipping such as shipping insurance, expedited shipping and/or supplementary extra services, you will be responsible for covering the associated costs. Products purchased on the Website are delivered to the shipping address you have indicated when purchasing the Product. Title to the Products passes when, after payment in full of the Purchase Price, the Products are shipped by Seller to the address indicated by you.

12.2. The delivery of the Products is made through couriers appointed by Seller. Once the Products are ready to be shipped, you will receive an email indicating the name of the courier, the estimated delivery time, and the shipping number so you can monitor the status of your order (the “Shipping Email”). Please note that the shipping/delivery times are estimates only and non-binding nor a representation by Seller. Seller shall not be liable for failure to ship or deliver the Products by the estimated delivery dates, and Customer shall not be entitled to any refunds or cancellation of orders as a result of delayed shipment. The date of shipment is the date on which the Products are entrusted to the courier (the “Shipping Date”). Products belonging to the same order can be delivered in partial deliveries. Partial deliveries do not entitle you to refuse the delivery and/or to obtain compensation.

12.3. The bill of delivery issued by the carrier, dated and signed, is proof of the successful transport and delivery of the Products, and determines the start of the Warranty Period.

13. CUSTOMER’S ACCEPTANCE OF THE PRODUCT.

13.1. At the time of delivery, you must check that: (i) the number of packages corresponds to the number indicated in the relevant bill of delivery; and (ii) the Product and package are intact, undamaged, neither damp nor altered, and that the contents are intact.

13.2. If you notice any anomalies, you should report on the bill of delivery in writing your observations as to the anomalies. If you sign the bill without reservation, you will be prevented from disputing the above. Issues relating to the quantity, integrity, compliance, claimed damage, defect or nonconformity of the Products and completeness of the Products that have been delivered must be reported to Seller with a written notice at the following address info@extremaratiousa.com within twenty-four (24) hours after delivery.

13.3. Unless Customer sooner notify Seller in writing, Customer shall be deemed to have effected acceptance of the Products within twenty-four (24) hours following delivery of the Products. Any claim not reported to us within twenty-four (24) hours after delivery of the Products shall be waived.

14. RETURN POLICY.

14.1. We do our very best to make sure all of our customers are more than satisfied, but if for some reason a return or exchange is required, we will make the process as hassle free as possible. Please be aware that customized Products are unique in approach; due to the personalized nature of custom-built Products, we are unable to accept returns for these items. Below are some guidelines to our return policy.

14.2. Return must be initiated within 14 (fourteen) days from the date your order was delivered and we must receive the return no later than 24 (twenty-four) days after the date your order was delivered.

Please abide by the following instructions to start a return (VALID ONLY IF YOU HAVE PURCHASED THE PRODUCTS DIRECTLY ON OUR WEBSITE):

Contact our customer service at info@extremaratiousa.com and:

• Provide the Purchase receipt as of the date of the original purchase;
• Provide a detailed description of the problem encountered supported by pictures;
• Wait for our confirmation before shipping the Product back to us;
• Include inside the package a copy of our return confirmation and a copy of the detailed description of the problem encountered;
• Provide a complete address for the return (we do not accept PO BOXES);
Please note that we will not accept any returned items that do not meet the above requirements.
Once we receive your item(s), we will inspect the Product for refund authorization. If the return request is approved, you will receive a refund issued to the Credit Card that was used for the original order.
If you have any additional questions, please contact our customer service team at info@extremaratiousa.com.

15. COUNTERFEIT WARNING.

15.1. Unfortunately, there are some counterfeit and replica of Extrema Ratio’s products available in the market. Extrema Ratio works with customs authorities, law enforcement, and legal representatives in an effort to prevent the sale of counterfeit Extrema Ratio’s products online and through retailers. These counterfeit products are often made from sub-standard materials which do not meet the rigorous quality control standards of Extrema Ratio and are not covered by Extrema Ratio’s Warranty. To avoid the risk of purchasing counterfeit products, it is best to buy directly from an authorized Extrema Ratio dealer, or through the Website. To report counterfeits, please contact us immediately at info@extremaratiousa.com.

16. LIMITED WARRANTY.

16.1. All Products that Seller manufactures are warranted by Seller to be free from defects in workmanship and material when used and maintained according to Seller’s written instructions, excluding the specific limitations set forth below, for a period of two (2) years from the date the Products are delivered to the Customer (the “Warranty Period”). As limited exception to the foregoing, this warranty shall not apply to discount merchandise and to Products sold “as-is”. Any alteration by Customer of goods sold shall render this warranty void. EXCEPT WHERE PROHIBITED BY LAW OR AS OTHERWISE PROVIDED HEREIN, THE SELLER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THE SELLER PERSONNEL ARE NOT AUTHORIZED TO ALTER THESE WARRANTIES.

16.2. You acknowledge that you alone have determined that the Products are suitable to meet your intended use. You shall be solely responsible for and shall release us and hold us harmless from any damages resulting from improper, inadequate or vague information supplied by you. This warranty is not transferable.

16.3. The warranty applies only to Customer and does not apply to damages, defects, failure or loss that result from: (i) natural wear and tear of the Products, movable parts, or covering materials; (ii) accident, misuse, abuse, neglect, unusual physical stress, improper operation, maintenance, handling, installation, non-compliance with the general instructions of normal use, and exposure to extreme environmental conditions (e.g., climate, humidity, chemicals) or conditions beyond performance and design specifications; (iii) careless use or inexpert maintenance, repair, cleaning or care contrary to Seller’s maintenance instructions; (iv) materials supplied by Customer and Customer’s own material purchased by the Seller (not original parts), modifications to the Product or changes in construction requested by Customer or alterations of the Products; (v) use of sharp objects (e.g., writing tools) on the surface of the Products; and (vii) an act of God, fire, earthquake, flood, high wind, war, strikes or other causes beyond the Seller’s reasonable control.

16.4. Seller is not responsible for damages which have occurred due to transport and have not been notified to the courier at the time of delivery. You should notify the courier of such damages immediately after the receipt of the Products pursuant to Section 13.2. above.

16.5. If Seller, after reasonable inspection, deems a Product defective as a result of a defect in materials or workmanship, Seller, in its sole option, shall repair or replace, subject to availability of replacement materials or Products, the defective Product at no cost to Customer. If identical materials are not available at the time of repair or replacement, Seller will replace the Product with a Product which is similar in function and quality; in such event, you may refuse the replacement, and Seller will issue a credit for the non-conforming Product. If the replacement or repair of the Product is impracticable, Seller will either refund the price paid for the Product (provided that the Product is delivered back to Seller) or grant a price reduction, at Seller’s option. Please note that the warranty covers only Products that have been purchased online directly from Seller and does not extend to Products that you have purchased from a subsequent owner/retailer.

16.6. Seller may change the terms or availability of this warranty at any time at the Seller’s sole discretion without prior notice, but such changes will not apply to any Products purchased prior to the effective date of such change.

17. WARRANTY RETURNS AND REPAIRS.

17.1. For Warranty returns, please:

1. Contact our customer service at the address info@extremaratiousa.com, providing:
(i) payment receipt dated at the time of the first purchase;
(ii) detailed description of the problem encountered supported by photos;

2. Await authorization from Extrema Ratio before proceeding with the shipment;

3. Include inside the package a copy of the return authorization and a copy of the problem description; and

4. Provide a complete address for the return.
The repaired/replaced Product will be shipped via express courier with tracking proof.
17.2. Before sending your Product for repair or service, ensure there are no issues with re-importation into your own country, to avoid the item being unable to be returned.

Any returns that do not comply with the above rules will not be accepted. Repair times vary depending on the type of problem to be resolved and will be indicated each time at the time of acceptance.

18. LIMITATION OF REMEDIES.

18.1. Your sole and exclusive remedy against us for breach of warranty will be limited, at our option, to our repair or replacement of any nonconforming Product for which a claim is made, or to our issuance of a credit for a nonconforming Product, in accordance with any instructions that Seller has given you for the return of the Product or otherwise. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as Extrema Ratio is willing and able to repair or replace the nonconforming Product and, in any event, our liability for any damages shall be limited to the Purchase Price of the nonconforming Product. THIS PARAGRAPH STATES YOUR SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY AND MAY BE PLED AS A COMPLETE BAR TO ANY ACTION IN VIOLATION OF THIS CLAUSE.

19. LIMITATION OF ACTIONS AND LIABILITY.

19.1. All claims or lawsuits against us must be brought within one (1) year from the date the claim accrues. EXTREMA RATIO WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY RESULTING FROM DELAY IN DELIVERY OF THE PRODUCTS OR FOR ANY FAILURE TO PERFORM THAT IS DUE TO CIRCUMSTANCES BEYOND OUR CONTROL. OUR MAXIMUM LIABILITY, IF ANY, FOR ALL DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM OUR BREACH OF THESE TERMS, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT WITH RESPECT TO THE PRODUCTS, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE OF THE PRODUCTS. IN NO EVENT SHALL EXTREMA RATIO BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES AND PROFITS, OR ATTORNEYS’ FEES OR COSTS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE RIGHT TO RECOVER DAMAGES WITHIN THE LIMITATIONS SPECIFIED IS YOUR EXCLUSIVE ALTERNATIVE REMEDY IN THE EVENT THAT ANY OTHER REMEDY UNDER THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.

20. INFRINGEMENT CLAIMS.

20.1. You will indemnify, hold harmless and defend us and our parent company and affiliates against all claims, loss, damage or expenses, including attorneys’ fees, arising from any actual or alleged infringement of a patent or other proprietary rights by any custom-built Products manufactured in accordance with your instructions. You will not assert any claim against us by reason of our use of any information that you disclose to us and any reports or documents you create with respect to the design or manufacture of Products.

21. FORCE MAJEURE.

21.1. Seller shall not be liable or otherwise responsible for any default or delay in performance attributable to Force Majeure. “Force Majeure” shall mean acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, quarantine restrictions, factory conditions, strikes, shutdowns, governmental actions, labor disputes, delays in transportation, shortage of transport vehicles, labor or materials, or any other circumstances or causes beyond Seller’s reasonable control.

21.2. If Seller’s performance is delayed by any such cause, the Shipping Date or time of completion will be extended by a period reasonably necessary to overcome the effect of such delay.

22. PRIVACY.

22.1. You will find detailed information on how Extrema Ratio process personal data in our Privacy Policy.

23. ASSIGNMENT.

23.1. The rights and liabilities of the parties to these Terms and Conditions shall inure to the benefit of, and be binding upon, their respective successors and assigns, although neither these Terms and Conditions nor the rights or obligations of Customer under these Terms and Conditions shall be assignable or transferable, either in whole or in part, without the prior written consent of Seller (which consent can be granted or withheld at the sole discretion of Seller).

24. REMEDIES OF THE SELLER.

24.1. Seller reserves the following rights and remedies, which shall be cumulative and additional to all other remedies provided by law or equity. Interest on all past-due accounts will accrue and will be payable to us at the lesser of 1-1/2% per month (18% per annum) or the maximum rate allowed by law. If you are in default on any order, Extrema Ratio may, in its sole discretion and without prior notice to you, delay shipment, change your payment terms, change your credit limit, refuse to accept new orders, declare any outstanding amounts immediately due and payable, and deduct from any amounts that may be due to you under any order or other arrangement between you and us or our parent company or any of our affiliates the full amount of your indebtedness to us or our parent company and/or affiliates. Extrema Ratio will be entitled to recover costs and attorney fees in the enforcement or defense of any rights under the Terms. Nothing stated herein waives any other rights Seller may have at law or in equity.

25. INDEMNIFICATION.

25.1. Any technical assistance and information that Seller furnish to you in connection with the sale of our Products are furnished for your accommodation. You assume all liability for the proper application of such information, using your own technical expertise and know-how. YOU SHALL INDEMNIFY AND HOLD US AND OUR PARENT COMPANY AND AFFILIATES HARMLESS FROM AND AGAINST ALL LIABILITIES, LOSSES, CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) RELATED TO ANY CLAIM, INVESTIGATION, LITIGATION OR PROCEEDING (WHETHER OR NOT EXTREMA RATIO IS A PARTY) WHICH ARISES OR IS ALLEGED TO ARISE FROM YOUR ACTS OR OMISSIONS UNDER THESE TERMS OR IN ANY WAY WITH RESPECT TO OUR PRODUCTS.

26. GOVERNING LAW AND DISPUTE RESOLUTION.

26.1. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to any conflict of law provisions that might otherwise apply.

26.2. Subject to these Terms and Conditions, you and Extrema Ratio agree that any dispute, claim, disagreements arising out of or relating in any way to the sale of our Products ordered/purchased on our Website (each, a “Dispute”) will be resolved by binding arbitration pursuant to the Wyoming Arbitration Act, only. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes, claims or controversies arising out of or related to the interpretation or application of these Terms and Conditions, including the arbitrability of the Dispute and/or the enforceability, revocability, scope, or validity of this Section 26 or any portion of the Terms and Conditions. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. In any award of damages, the arbitrator shall abide by the “Limitation of Actions and Liability” section of these Terms and Conditions.

26.3. YOU AND EXTREMA RATIO HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Extrema Ratio are instead electing that all Disputes shall be resolved by arbitration under this Section 26, except as specified above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

26.4. YOU AND EXTREMA RATIO FURTHER AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.

26.5. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Extrema Ratio need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.

27. ENTIRE AGREEMENT AND MODIFICATION.

27.1. These Terms and Conditions set forth the entire agreement and understanding between the parties on the subject matter hereof and supersede all prior discussions, negotiations, and/or written or verbal agreements between them. Customer acknowledges that neither Seller nor anyone on Seller’s behalf has made any representation, inducements, promises, or agreements, orally or otherwise, relating to the subject matter of these Terms and Conditions that are embodied herein. Neither of the parties shall be bound by any conditions or definitions with respect to the subject matter hereof, other than as provided herein. No change or modification of these Terms and Conditions shall be valid unless the modification is in writing and signed by both parties.

28. SEVERABILITY.

28.1. An arbitral, judicial or administrative declaration in any jurisdiction of the invalidity of any one or more of the provisions of these Terms and Conditions shall not invalidate the remaining provisions of these Terms and Conditions in any jurisdiction, nor shall such declaration have any effect on the validity or interpretation of these Terms and Conditions outside that jurisdiction.

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