Terms of Sale

1. Scope

These terms and conditions of sale (these “Terms”) apply to all offers for sales and sales of products (“Products”) sold through Velo Labs (DBA Lattis) website (www.lattis.io) (the “Site”).  Your purchase of a Product constitutes your acceptance of these Terms and any additional terms we provide, including but not limited to the terms of (if you are located in North America) the North America Limited Warranty as included in-box with the Product and made available at https://www.lattis.io/pages/warranty, and also including your agreement in Section 11 to arbitrate certain claims instead of going to court and not to bring or participate in class actions relating to such claims.  We may change these Terms from time to time.  Any new version of these Terms shall apply to Product purchases made after the new Terms are posted on the Site.  You should review these Terms each time you purchase a Product through the Site.

YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS.  YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO PURCHASE AND USE PRODUCTS AND TO ENTER INTO THESE TERMS.  IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD NOT PURCHASE OR USE THE PRODUCTS.

The Products are sold by Velo Labs Inc., DBA Lattis, referred to in these Terms as “Lattis,” “us,” “we” or “our” or the like.  The purchaser of a Product pursuant to these terms is referred to in these Terms as “you” or “your” or the like.

The Products are not designed, tested or certified for use in all countries.  If you choose to use the Products outside the countries listed on the Site as places to which we ship Products (“Territory”), you do so on your own initiative and you are solely responsible for complying with applicable local laws in your jurisdiction.  You understand and accept that the Products are not designed for use outside the Territory and some or all of the features of Products may not work or be appropriate for use in such other countries.  We accept no responsibility or liability for any damage or loss caused by your access or use of the Products outside the Territory.  All safety warnings, information, instructions, packaging, in-box materials, software, and support services are provided only in English.

2. Orders, Cancellations and Refunds

2.1 All Product purchases are final, non-cancelable, non-returnable and non-refundable except solely as expressly specified in these Terms and our North America Limited Warranty.

2.2 Any prices, quotations and descriptions made or referred to on this Site with respect to the Product are subject to availability, do not constitute an offer and may be withdrawn or revised at any time prior to our express acceptance of your order (as described below).
2.3 While we make every effort to ensure that Products appearing on the Site are available (other than Products designated as “pre-order” or “pre-sale” Products), we cannot guarantee that all Products are in stock, immediately available, or available for distribution or delivery to your desired delivery address when you submit your order.  We reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue offering certain Products without prior notice.  We may reject your order (without liability) if we are unable to process or fulfill it for any reason.  If this is the case, we will refund any prior payment that you have made for that item.
2.4 An order submitted by you constitutes an offer by you to us to purchase the Product on these Terms and is subject to our subsequent acceptance.
2.5 Prior to such acceptance, an automatic e-mail acknowledgement of your order may be generated.  Please note that any such automatic acknowledgement does not constitute a formal acceptance of your order.
2.6 Our acceptance of your order takes effect at the point where such offer is expressly accepted by us charging your credit card or other payment instrument (“Acceptance”).
2.7 After Acceptance, you may not modify or cancel your order without our prior written consent; provided, however: (a) we may cancel your order at any time after Acceptance and prior to shipment for any reason in our sole discretion, and in such event, we will issue you a credit or refund; and (b) for any “pre-order” or “pre-sale” Products (as specifically identified on the Site), you may cancel your order at any time prior to shipment. To cancel any order which you are entitled to cancel under the foregoing, you must send written notice to support@lattis.io from the e-mail address associated with your order where such notice includes your name, phone number and order number

    3. Price and Terms of Payment:

    3.1 We have the right at any time prior to our Acceptance to withdraw any discount and/or to revise prices to take into account increases in costs including (without limitation) costs of any materials, carriage, labor or the increase or imposition of any tax, duty or other levy and any variation in exchange rates.  We also reserve the right to notify you of any mistakes in the Product descriptions or errors in pricing prior to shipping.  In such event if you choose to continue with fulfillment of the order, you acknowledge that the Product will be provided in accordance with such revised description or corrected price.  
    3.2 Unless otherwise specified, prices quoted are exclusive of: (a) the costs of shipping or carriage to the agreed place of delivery within the Territory (charges for which are stated on the Site); and (b) sales tax, VAT and any other tax or duty which (where applicable) must be added to the price payable.  You agree to pay for taxes, shipping or carriage of the Product as such costs are specified by us on the Site when you submit your order.
    3.3 Payment shall be made prior to delivery and by such methods as are indicated on the Site (and not by any other means unless we have given our prior written agreement).
    3.4 Payment processing for the Products is provided by Shopify or such third party payment processor as we may utilize from time to time (“Payment Processor”).  We do not collect or store your credit card information.  You can find out more about both our privacy practices and our Payment Processor’s privacy practices in our Privacy Policy and the links therein.  By providing a credit card or other payment method accepted by us, you represent and warrant that you are authorized to use the designated payment method and that you authorize our Payment Processor to charge your payment method for the total amount of your order (including any applicable taxes and other charges).  If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled.  You must resolve any problem we or our Payment Processor encounters in order to proceed with your Product order.  We will charge credit cards or such other payment instrument as we may support upon Acceptance and prior to shipment of the Product.  We reserve the right to verify your payment instrument prior to Acceptance.

    4. Delivery and Risk; Damage in Transit:

    4.1 Delivery timescales/dates specified on the Site, in any order acknowledgement, Acceptance or elsewhere are estimates only.  While we endeavor to meet such timescales or dates, we do not undertake to ship the Product by a particular date or dates and shall not be liable to you in respect of delays or failure to do so.
    4.2 Delivery shall be to a valid address within the Territory submitted by you and subject to Acceptance (“Delivery Address”).  You must check the Delivery Address on any acknowledgement or Acceptance we provide and notify us without delay of errors or omissions.  We reserve the right to charge you for any extra costs arising from changes you make to the Delivery Address after you submit an order.
    4.3 If your delivery is incorrect or incomplete, you must notify us in writing of the issue within five (5) days of receipt.  Failure to notify us within such time period shall result in your order being deemed complete and accurate.
    4.4 If the Product or any part thereof is damaged in transit to you, we will repair or replace the Product provided that you notify us with full details of the alleged damage within 5 working days of your receipt of the Product by email at support@lattis.io.  In such event, we will arrange for return of the damaged Product (which must include all original packaging, hardware, accessories materials, and documentation) at our expense.  Upon receipt by us of the returned Product (including all original packaging, hardware, accessories materials, and documentation) and verification of the damage, we will ship out to you a replacement Product or your repaired Product as soon as reasonably possible.  Your rights of repair or replacement of the Product or any part or parts thereof as part of this policy will in all cases be negated or rendered void where: (a) the Product has been modified or altered by persons other than us; (b) the Product has not been returned together with full details in writing of the alleged damage; and/or (c) the damage to the Product is due (wholly or partially) to mistreatment, improper use or storage or maintenance or installation, or failure to observe any instructions or other directions issued or made available by us in connection with the delivered Product
    4.5 Save as otherwise provided in these Terms, risk of loss of or damage to the Product passes to you on delivery.  Purchases of the Products from the Site are intended for end users only, and are not authorized for resale.  

    5. Returns

    5.1 If you’re unsatisfied with your purchase, for any reason, you may return your Product within thirty (30) days after your order’s date of delivery for a refund or exchange in accordance with this section 5. If you need help returning or exchanging your Product please reach out to Lattis Support at support@lattis.io.  Please provide your order number and a brief explanation of your inquiry when you contact us and we’ll assist you.

    5.2 Unopened boxes, returned within thirty (30) days of delivery will receive a full refund and return shipping is on us.  Opened boxes, returned within thirty (30) days of delivery and not eligible for a warranty return, will incur a $49 restocking fee but free return shipping is offered all U.S. return and exchanges.  The above restocking fee will not apply to you to the extent prohibited by applicable law (if any).

    5.3 Returns, exchanges, or warranty returns must include a Return Merchant Authorization (RMA) which is obtained from Lattis Support.  If you request a RMA through Lattis Support we’ll provide you with a prepaid shipping label for all U.S. domestic shipments.  Unfortunately, we are not able to provide complimentary shipping for international returns and exchanges.  Any Product returned to Lattis without a return authorization will be returned to you at your expense.  Customs duties and taxes are non-refundable.

    5.4 RMAs are valid for thirty (30) days from the date they are issued by Lattis Support.  All Products returned past thirty (30) days from date the RMA is issued may be returned to you at your expense.  Notification to the email you provided will be sent should your return not be accepted.

    5.5 Please retain all packaging when you receive your Product in the unlikely event that a return or exchange is processed as returns must include the original box and all included accessories and setup guides.  We’ll inspect all returned merchandise and issue a refund or exchange once inspection is complete.  Should anything be missing from your return or exchange you will be charged the cost of the missing items.

    6. Product Use

    6.1 You agree that, consistent with Section 8, we shall not be liable for any damages, including without limitation those damages arising from theft, loss or physical injury, as a result of your failure to maintain adequate battery charge in the Products or your mobile device or inability of your mobile device to communicate with the Products.  We advise that you carry a backup portable charging device to guard against any such failures.
    6.2 You acknowledge that you have verified the compatibility of the Products you are purchasing with your mobile device by reviewing the Product specifications made available by us from time to time on the Site (“Specifications”).  You are solely responsible for determining such compatibility of the Products with your mobile device and any necessary hardware and third party software and, without limiting Section 9.2, acknowledge and agree that we will not provide support or advice in relation to any third party products, software or services.  You accept that, except for a failure to operate in conformity with the Specifications, lack of Product compatibility with any equipment, network or software is not a valid claim under the Limited Warranty provided with your Products.
    6.3 Notwithstanding anything to the contrary, we shall have no obligation (including with respect to Product return or refund) or liability for any damage or losses arising from: (a) defective installation or use of the Product; (b) the use of the Product in connection with other defective, unsuitable or defectively installed equipment; or (c) your negligence, improper use or use in any manner inconsistent with our or specifications or instructions.

    7. Software:

    Where the Product supplied incorporates any software (the “Software”), the Software is licensed by us or by the relevant licensor/owner subject to the relevant end-user license agreement or other license terms included with the Product and/or on the Site (the “License Terms”).  If there are no License Terms, then you are authorized to use such Software in object code form solely as incorporated within the Product for the ordinary and intended use of the Product, and agree not to attempt to remove the Software from the Product, not to attempt to use the Software in connection with any other product nor to reverse engineer, decompile, disassemble, copy, distribute, modify or make any derivative work of the Software. Notwithstanding anything to the contrary, Software is licensed, and not sold, to you.  Except to the extent expressly provided by us in writing or under the License Terms, the Software is provided “AS IS” without any warranties, terms or conditions as to quality, fitness for a particular purpose, non-infringement, performance or correspondence with description and we do not offer any warranties or guarantees in relation to the Software installation, configuration or error/defect correction.

    8. Limitation of Liability

    8.1 TO THE MAXIMUM EXTENT LEGALLY PERMITTED, WHETHER OR NOT WE WERE AWARE OR ADVISED OF THE POSSIBILITY OF DAMAGES, AND WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE: (A) OUR AGGREGATE LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY) SHALL IN NO CIRCUMSTANCES EXCEED THE AMOUNT YOU ACTUALLY PAID FOR THE PRODUCT(S) FROM WHICH YOUR CLAIM AROSE; AND (B) IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, OR COST OF COVER.
    8.2 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.

    9. Product Specification; Disclaimer of Warranties:

    9.1 All Product specifications, illustrations, drawings, particulars, dimensions, performance data and other information on the Site or made available by us are intended to represent no more than a general illustration of the Product and its features and do not constitute a warranty or representation by us that the Product will conform with the same.
    9.2 EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED WARRANTY, THE PRODUCTS ARE PROVIDED WITHOUT ANY WARRANTIES OR SUPPORT OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND NO OTHER REPRESENTATIONS OR CLAIMS OF ANY KIND SHALL BE BINDING ON OR OBLIGATE US.  EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED WARRANTY, THE PRODUCT IS EXPRESSLY PROVIDED TO YOU “AS IS.” WE ARE NOT OBLIGATED TO PROVIDE ANY TECHNICAL OR CUSTOMER SUPPORT FOR THE PRODUCT WHATSOEVER, AND THE AVAILABILITY AND CONTENT OF ANY TECHNICAL OR CUSTOMER SUPPORT WE MAY CHOOSE TO PROVIDE IS SUBJECT TO CHANGE AT ANY TIME.  IF ANY SUPPORT OR ASSISTANCE IS PROVIDED WITH RESPECT TO THE PRODUCT AND/OR THE USE THEREOF, IT IS PROVIDED “AS IS”, WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED.  WE DO NOT WARRANT THAT THE USE OR OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE.  YOU BEAR ALL RISKS RELATING TO THE USE OF THE PRODUCT AND THE QUALITY AND PERFORMANCE OF THE PRODUCT AND ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE LIMITED WARRANTY.  THESE TERMS STATE YOUR SOLE AND EXCLUSIVE REMEDIES.  YOU MAY CHOOSE WHETHER TO MAKE A CLAIM UNDER THESE TERMS OR THE LIMITED WARRANTY OR BOTH, BUT YOU MAY NOT RECOVER TWICE IN RESPECT OF THE SAME LOSS.
    9.3 CERTAIN STATE LAWS DO NOT ALLOW DISCLAIMERS, LIMITATIONS OR EXCLUSIONS OF IMPLIED WARRANTIES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

    10. Consents, Customs, Duties & Export

    10.1 If any license or consent of any government or other authority is required for the acquisition, carriage or use of the Product by you in any part of the Territory, you shall obtain such license or consent at your own expense and if necessary produce evidence to us on demand.  Any additional expenses or charges incurred by us resulting from such failure shall be met by you.
    10.2 Product licensed or sold to you under these Terms may be subject to export control laws and regulations in the Territory or other relevant jurisdiction where you take delivery or use the Product.  You shall be responsible for complying with those laws and will not do anything to breach them.
    10.3 Items shipped outside of the United States of America may be subject to customs charges (e.g. where costs are in excess of your personal import allowance).  You may be subject to customs charges, import duties and taxes, levied when the Product reaches your specified destination.  Any such additional charges for customs clearance or import duties or taxes must be met by you, since we have no control over what these charges are.  You should contact the local customs office in the relevant jurisdiction for further information on customs policies or duties.

    11. Arbitration

    11.1 This Section 11 is referred to herein as the “Arbitration Agreement.”  The parties hereby agree that any and all controversies, claims, or disputes between you and us arising out of, relating to, or resulting from these Terms or your use of or inability to use the Product, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies and other than claims for injunctive or other equitable relief).  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  The arbitrator will decide the substance of all claims in accordance with the laws of the state of California, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law.  All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential.
    11.2 YOU AND LATTIS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.  UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.  ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
    11.3 Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (the “AAA Rules”), as modified by this Arbitration Agreement.  If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration.  The arbitrator must also follow the provisions of these Terms as a court would, including without limitation, the limitation of liability provisions in Section 9.  You may visit http://www.adr.org for information on the AAA and http://www.adr.org/fileacase for information on how to file a claim against us.  
    11.4 The arbitration shall be held in the county in which you reside or at another mutually agreed location.  If the value of the relief sought is $10,000 or less, you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party, but subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant.  Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise.  Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA’s Rules.  Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees.
    11.5 If a court decides that any term or provision of this Arbitration Agreement other than Section 11.2 is invalid or unenforceable, you and we agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.  If a court decides that any of the provisions of Section 11.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void.  The remainder of these Terms will continue to apply.

    12. General

      We shall not be liable to you nor held in breach of contract for any loss or damage which may be suffered as a direct or indirect result of us being prevented, hindered or delayed in the performance by reason of any circumstances beyond our reasonable control including (but not limited to) any act of God, war, riot, civil commotion, government action, explosion, fire, flood, storm, accident, strike, lock-out, trade dispute or labor disturbance, breakdown of plant or machinery, interruption in the supply of power or materials and in such event we may elect to cancel your order and refund any payments made.  You acknowledge that these Terms supersede and cancel all previous contracts, agreements and working arrangements whether oral or written, express or implied, between us.  These Terms prevail over any other terms or conditions contained in or referred to elsewhere or implied by trade, custom or course of dealing.  Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted.  To the fullest extent permitted under applicable law, we reserve the right to modify these Terms upon prior written notice to you with effect for the future – subject to your right to reject, by way of written notice, our modifications to these Terms with respect to any orders for which Acceptance, but not yet fulfillment, has occurred.  No waiver of any term or condition of these Terms shall be effective unless made in writing and signed by us.  The waiver of any breach of any term hereof shall not be construed as a waiver of any subsequent breach or condition.  If any provision of these Terms or the application thereof to any person or circumstance shall be determined to be invalid or unenforceable, the remainder of these Terms or the application of such provision to person or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby and each provision of these Terms shall be valid and be enforced to the fullest extent permitted by law.  These Terms, including all disputes all related to the construction, validity and performance of these Terms, and any disputes relating to your use of (or inability to use) the Products shall be governed by the laws of the State of California and the parties submit to the exclusive jurisdiction of San Francisco County, California in the event of legal proceedings arising from any dispute that is not subject to arbitration under Section 11.

      13. California Residents

        If you are a California resident, we are required to inform you that you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (916) 445-1254 or (800) 952-5210.  Hearing impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 928-1227.