These Pre-Order Terms & Conditions (these “Terms”), together with an invoice or order form that references these Terms, and any documents referenced in these Terms govern all pre-orders (each, a “Pre-Order”) between Terraformation Inc. (“Terraformation,” “we” or “us”) and the customer set forth on the invoice or order form (“Customer” or “you”) for seed banks, nurseries, and other Terraformation products (each a “Product”). Please read these Terms carefully. By submitting your Pre-Order, you agree to be legally bound by these Terms. Notwithstanding the foregoing, Customer will not have any obligation to purchase a Product until Customer agrees to Terraformation’s Purchase Agreement.
When placing a Pre-Order for a Product, you may be required to provide certain information, such as your address and billing information. You represent and warrant that all such information is true and complete. Terraformation will have no liability for inaccurate or outdated information provided by you.
Upon placing your Pre-Order, you will be charged the deposit amount set forth in the invoice (the “Deposit”). Placing a Pre-Order constitutes your express agreement to be charged the Deposit.
Either you or we may cancel your Pre-Order at any time without penalty prior to the confirmed shipment date. If your Pre-Order is canceled for any reason (by you or by us) prior to the shipment date, you will receive a refund of the Deposit amount. If you cancel after the shipment date, you will forfeit the deposit.
After we receive your full Deposit, we will reach out to you to discuss the details of your Pre-Order, including Product configurations. The final configuration for your Product will be confirmed with you prior to shipment. Your Product configuration details will describe the Product that you configure, including final pricing (excluding taxes and official or government fees).
The final invoice for the Product purchase price will be sent to you as your shipment date nears. It will include final pricing for the Product based on your Product configuration, excluding shipping costs, taxes, and official or government fees.
After you pay the full Product purchase price, we will notify you when your Product is ready for shipment. An estimated time of shipment, if one has been provided, is only an estimate and is subject to change. Terraformation does not represent or warrant that it will be able to ship the Product by the estimated date. Terraformation is not responsible for any damages that may occur due to delays, nor shall it be obligated to provide any discounts, refunds or credits due to any such delays.
TO THE EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, COMPENSATORY OR INDIRECT DAMAGES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR ANY OTHER THEORY OF LIABILITY. YOUR SOLE AND EXCLUSIVE REMEDY UNDER THESE TERMS WILL BE LIMITED TO REIMBURSEMENT OF YOUR DEPOSIT.
These Terms are governed by the laws of the State of California without reference to its principles of conflicts of laws, and without regard to the United Nations Convention on the Sale of Goods. The parties agree to resolve any disputes arising under these Terms by binding arbitration by JAMS. The arbitration will be conducted in San Francisco, California, unless otherwise agreed. Each party will be responsible for paying any fees in accordance with JAMS rules, and the award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You agree to resolve any dispute in arbitration on an individual basis only, and not on a class or collective basis.
These Terms constitute the entire agreement between the parties and supersedes any prior or contemporaneous understandings, whether written or oral, about the subject matter hereof. These Terms may not be assigned, sold, leased or otherwise transferred in whole or part by any party; except that Terraformation may assign these Terms to its affiliate for purposes of any reorganization.