Online Purchase Agreement
THIS AGREEMENT (“this” or “the” “Agreement”) is an agreement between you and CIPRIANI TRADE, INC. d/b/a Cipriani (“Cipriani”) that governs your purchase of products and/or services through this Website (as such term is defined in the Terms of Use to which this Agreement is attached and of which this Agreement shall form an integral part). BY USING THIS WEBSITE AND/OR ORDERING PRODUCTS AND/OR SERVICES THROUGH THIS WEBSITE, YOU ARE DEEMED TO HAVE ACCEPTED THIS AGREEMENT.
Orders. Orders must be placed online using this Website. You may cancel orders online using this Website, if you are given this option, or by contacting our customer service department at: eshop@cipriani.com
Prices; Delivery Fee; Tips. Prices are displayed through this Website. Sales tax, other taxes, custom duties, other duties and/or shipping charges are in addition to products prices. Prices, availability, taxes and fees (e.g., sales tax, shipping charges, etc.) information are subject to change without notice and may vary geographically. When you place an order and complete checkout, the price of the product, or price per pound/ounce (when applicable), is guaranteed unless you placed an order for an item for which we have inadvertently listed an incorrect price, in which case we reserve the right to cancel undelivered orders for such incorrectly priced products. A delivery fee may be added to your order and will be in addition to the price for the product(s) selected. Gratuities (i.e., tips) for delivery personnel are in addition to delivery fees. You may pay tips through this Website, if you are given this option, or pay a cash tip at the time your order is delivered.
Cancellations; Returns; Exchanges; Risk of Loss. Cancellation of orders may be possible, in our sole discretion, provided, however, that your order has not yet been shipped. If you wish to cancel an order, please contact our customer service department at: eshop@cipriani.com
If you are not satisfied with a product purchased on this Website, we will gladly give you a full refund, provided the product is returned in the same condition in which it was received.
Exchanges may be possible, in our sole discretion and on a case by case basis, depending on the type of product, its availability etc.
You may return an item within thirty (30) days provided that you have a valid receipt. In order to return an item, please contact our customer service department at eshop@cipriani.com for instructions.
The risk of loss for any product(s) purchased on this Website passes to you upon our delivery of the purchased product(s) to the carrier/freight forwarded/courier.
Product Descriptions. Although every effort is made to describe the products sold on this Website as accurately as possible, CIPRIANI does not warrant that product descriptions are accurate, complete, reliable, current, or error-free. If a product offered on this Website is not accurately described, your sole remedy is to return such item in unused condition.
Payment. To place an order, you must use a credit card or debit card (“Card”). Your Card will be charged in the amount of your order on the day your order is received, shipped or delivered, depending on the circumstances. If your credit card number is incorrect, expired, or over-the-credit limit Card, your order will not be processed. In the event that your order is inadvertently processed, we reserve the right to collect funds for any uncollected transaction charges or fees owed by you. We may charge a fee of up to Three and 00/100 Dollars ($3.00) per order should a payment made via Card be declined, thereby resulting in the need for alternate payment or exception processing. If you fail to pay any fees or charges when due, including but not limited to returned checks, rejected electronic payments, redelivery fees or restocking fees, we may charge such amount directly to the Card we have on file and/or may suspend or terminate your access to this Website. You shall be responsible and liable for any fees, including reasonable attorneys' and accountants’ fees and collection costs, that we may incur in its efforts to collect any unpaid balances from you.
LIMITATION OF LIABILITY; DISCLAIMERS. YOU EXPRESSLY AGREE THAT USE OF THIS WEBSITE IS ENTIRELY AT YOUR OWN RISK. THIS WEBSITE AND ITS CONTENTS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAWS. CIPRIANI DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE THIS WEBSITE, ITS CONTENTS AND/OR WITH RESPECT TO ANY PRODUCT, INFORMATION AND/OR SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THIS WEBSITE. CIPRIANI DOES NOT ADOPT ANY REPRESENTATIONS OR WARRANTIES OF ANY MANUFACTURER OR MERCHANT OF ANY SUCH INFORMATION, SERVICE, OR PRODUCTS. CIPRIANI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE AVAILABILITY, RELIABILITY, CORRECTNESS, ACCURACY, CONTENT, OR OTHERWISE OF ANY INFORMATION, SERVICES, OR PRODUCTS OBTAINED THROUGH THIS WEBSITE.
NEITHER CIPRIANI NOR ANY OF ITS DIRECTORS, EMPLOYEES, SHAREHOLDERS, PRINCIPALS, AFFILIATES, AGENTS, REPRESENTATIVES, JOINT VENTURE PARTIES, INDEPENDENT CONTRACTORS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, OR LICENSORS (COLLECTIVELY, THE “CIPRIANI PARTIES”) SHALL BE LIABLE, IN CONTRACT OR IN TORT, FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, AND/OR PUNITIVE DAMAGES; LOSS OF DATA, INCOME, OR PROFIT; OR LOSS OR DAMAGE TO PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THIS WEBSITE OR THE INTERNET. CIPRIANI’s LIABILITY SHALL BE LIMITED TO PROVIDING YOU WITH A REFUND FOR ANY PRODUCT THAT IS RETURNED AND NOT EXCHANGED. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THIS WEBSITE AND/OR TO TERMINATE THIS AGREEMENT. CIPRIANI RESERVES THE RIGHT TO LIMIT YOUR ORDER OR THE QUANTITY OF A SPECIFIC PRODUCT YOU MAY ORDER. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW AN EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR SPECIAL DAMAGES OR OF IMPLIED WARRANTIES, IN SUCH STATES AND JURISDICTIONS LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS.
Unpermitted Use of this Website; Indemnification. The materials contained in this Website are provided for lawful purposes only. CIPRIANI operates this Website for use in specific jurisdictions where CIPRIANI sells its products and services, and makes no representations and/or warranties that these materials are appropriate or available for use in other locations and/or jurisdictions. If you use this Website from locations other than New York State, you are responsible for compliance with applicable local laws. By using this Website, you agree to defend, indemnify, and hold the CIPRIANI Parties harmless from any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, settlements and expenses, including reasonable attorneys’ and/or accountants’ fees and costs, arising out of or in connection with, or alleged to arise out of or in connection with, your use of this Website.
Governing Law; Arbitration.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES. YOU AND CIPRIANI HEREBY AGREE THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THIS WEBSITE, YOUR USE OF THIS WEBSTE, THE PRODUCTS AND/OR YOUR PURCHASE OF THE PRODUCTS SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION UNLESS THE VALUE OF ANY SUCH DISPUTE, CONTROVERSY AND/OR CLAIM IS LESS THAN FIVE THOUSAND AND 00/100 DOLLARS ($5,000.00) IN WHICH CASE SUCH DISPUTE, CONTROVERSY AND/OR CLAIM SHALL BE RESOLVED EXCLUSIVELY IN SMALL CLAIM COURT HAVING JURISDICTION OVER SUCH MATTER. THIS AGREEMENT TO ARBITRATE IS INTENDED TO BE BROADLY INTERPRETED, AND EXPRESSLY INCLUDES CLAIMS BROUGHT UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, OR ANY OTHER STATUTE, REGULATION, OR LEGAL OR EQUITABLE THEORY. THIS AGREEMENT TO ARBITRATE DOES NOT PRECLUDE YOU FROM BRINGING ISSUES TO THE ATTENTION OF FEDERAL, STATE, OR LOCAL AGENCIES. SUCH AGENCIES CAN, IF THE LAW ALLOWS, SEEK RELIEF AGAINST US ON YOUR BEHALF.
ARBITRATION OF ANY CONTROVERSY OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE BREACH THEREOF, MAY BE INITIATED BY ONE PARTY BY SENDING A WRITTEN DEMAND FOR ARBITRATION TO THE OTHER PARTY, WHICH DEMAND SHALL PRECLUDE ANY PARTY HERETO FROM INITIATING AN ACTION IN ANY COURT (EXCEPT AS PROVIDED IN SUBSECTION (A) ABOVE WITH RESPECT TO SMALL CLAIMS AND EXCEPT AS PROVIDED IN SUBSECTION (C) BELOW).
THIS DEMAND SHALL SPECIFY THE MATTER IN DISPUTE AND REQUEST THE APPOINTMENT OF AN ARBITRATION PANEL. THE ARBITRATION PANEL SHALL CONSIST OF A SINGLE NEUTRAL ARBITRATOR APPOINTED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA). THE SITUS OF THE ARBITRATION SHALL BE NEW YORK, NEW YORK. THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH. THE ARBITRATOR MAY GRANT ANY RELIEF GENERALLY AVAILABLE IN CASES OF SIMILAR NATURE AVAILABLE FROM A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN NEW YORK CITY, EXCEPT THAT THE PARTIES VOLUNTARILY AND IRREVOCABLY WAIVE ANY CLAIM IN ANY FORUM TO ANY AWARD OF PUNITIVE OR EXEMPLARY DAMAGES. THE ARBITRATOR SHALL APPLY THE SUBSTANTIVE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CHOICE OF LAW PRINCIPLES. THE ARBITRATOR SHALL LIMIT THE PARTIES’ OBLIGATION TO EXCHANGE INFORMATION TO RELEVANT, ADMISSIBLE AND PROBATIVE EVIDENCE, AND SHALL FASHION PROCEDURES THAT REASONABLY LIMIT THE RESULTING COSTS AND OTHER BURDENS ON THE PARTIES AND ON ANY NON-PARTIES. THE FINAL AWARD SHALL BE MADE WITHIN THREE (3) MONTHS OF COMPLETION OF THE ARBITRATOR SELECTION. THE ARBITRATOR SHALL AGREE TO COMPLY WITH THIS SCHEDULE BEFORE ACCEPTING APPOINTMENT. THE ARBITRATOR MAY EXTEND THIS TIME LIMIT ONCE, FOR NOT MORE THAN A THREE-MONTH PERIOD, IF HE/SHE MAKES A FINDING THAT SUCH EXTENSION IS NECESSARY TO SERVE THE INTERESTS OF JUSTICE. THE ARBITRATOR MAY AWARD TO THE PREVAILING PARTY ITS REASONABLE COSTS AND ATTORNEYS’ FEES; IN THE EVENT THE PREVAILING PARTY IS AWARDED LESS THAN ONE HUNDRED (100%) PERCENT OF ITS CLAIM(S), IT MAY RECOVER ONLY THAT PERCENTAGE OF ITS REASONABLE FEES AND EXPENSES THAT CORRESPONDS TO THE PERCENTAGE OF ITS CLAIM(S) AWARDED BY THE ARBITRATOR, NET OF ANY AWARD GRANTED AGAINST IT. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR SHALL BE FINAL AND BINDING UPON ALL OF THE PARTIES HERETO.
3. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. WITHOUT IN ANY WAY LIMITING (A) AND (B) ABOVE, IN THE EVENT THAT AN ACTION IS BROUGHT TO ENFORCE ANY ARBITRATION AWARD, EACH OF THE PARTIES HERETO: (I) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, LOCATED IN NEW YORK COUNTY, OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, TO THE EXTENT THAT SUCH COURT WOULD HAVE SUBJECT MATTER JURISDICTION WITH RESPECT TO SUCH DISPUTE; (II) AGREES THAT IT SHALL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION OR VENUE BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT; (III) AGREES THAT IT SHALL NOT BRING ANY ACTION RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY COURT OTHER THAN SUCH COURTS; (IV) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO A PARTY AT ITS ADDRESS SET FORTH HEREIN, OR AT SUCH OTHER ADDRESS OF WHICH A PARTY SHALL HAVE BEEN NOTIFIED PURSUANT THERETO; (V) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW; AND (VI) YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND CIPRIANI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU AND CIPRIANI ARE EACH RESPONSIBLE FOR EACH PARTY’S RESPECTIVE COSTS RELATING TO COUNSEL, EXPERTS AND WITNESSES, AS WELL AS ANY OTHER COSTS RELATING TO THE ARBITRATION. CIPRIANI, HOWEVER, WILL PAY FOR THE ARBITRATION ADMINISTRATIVE OR FILING FEES, INCLUDING THE ARBITRATOR AND/OR OTHER AAA CASE MANAGEMENT FEES (“ADMINISTRATIVE FEES”); PROVIDED, HOWEVER, IF THE CLAIM IS DEEMED BY THE ARBITRATOR TO BE FRIVOLOUS, THEN CIPRIANI WILL NOT PAY ANY PORTION OF YOUR ADMINISTRATOR FEES.
4. THIS AGREEMENT DOES NOT ALLOW CLASS ARBITRATIONS EVEN IF THE PROCEDURES OR RULES OF THE AAA WOULD. RATHER, YOU AND WE ARE ONLY ENTITLED TO PURSUE ARBITRATION ON AN INDIVIDUAL BASIS. FURTHER, AND UNLESS YOU AND CIPRIANI AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE (1) INDIVIDUAL PARTY'S CLAIMS WITH ANY OTHER PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR COLLECTIVE PROCEEDING.
Excuse of Non-Performance: Neither you nor CIPRIANI shall be liable for delays in performance or for non-performance due to acts of God; war; fire; flood; weather; sabotage; strikes or labor disputes; civil unrest, disturbances and/or riots; governmental requests, restrictions, allocations, laws, regulations, orders or actions; unavailability of or delays in transportation; unavailability and/or shortages of products; default of suppliers; material fluctuations in the exchange rate between the U.S. Dollar and the Euro; and/or unforeseen circumstances or any events or causes beyond CIPRIANI’s and/or product manufacturers’ reasonable control. Deliveries or other performance may be suspended for an appropriate period of time or canceled by CIPRIANI upon notice to you in the event of any of the foregoing.
No Resale. Buyer agrees not to re-sell or divert any products purchased on this Website to third parties.
Notices. Any and all notices provided for in this Agreement shall be sent in writing by registered or certified mail (return receipt requested) or sent by nationally recognized courier, confirmed by receipt to the following address:
If to CIPRIANI :
Cipriani Trade, Inc.
110 East 42nd Street
New York, NY 10017
If to you: your address per your online order.
Such notice shall be deemed given upon confirmed receipt at the address of the party stated above, or at any other address specified by such party to the other party in writing, except that if deliver is refused or cannot be made for any reason, then such notice shall be deemed given on the third day after it is sent.
Non-Assignment. This Agreement may not be assigned or delegated by either party, in whole or in part, without the express written permission of the other.
Severability. If any provision of this Agreement shall be held invalid or unenforceable by competent authority, such provision shall be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.
Entire Agreement.This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the matters referred to herein and supersedes all prior agreements, understandings or representations, whether written or oral, among the parties with respect to such matters.
No Amendment; Waiver.No amendment or modification of this Agreement shall be binding unless it is in writing and signed by a duly authorized representative of each of the parties hereto. The failure of a party to exercise rights hereunder may in no case be interpreted as a waiver of any rights hereunder nor shall it deprive a party of the right thereafter to insist upon strict compliance with such term or any other term of this Agreement. For the avoidance of doubt, no alleged waiver by a party shall be enforceable unless it is in writing and duly signed by an authorized representative of that party.
Binding on Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of each of the parties.
Agreement Not Interpreted Against Drafter.This Agreement shall be construed without any regard to any presumptions against the party causing the same to be prepared.
Legal Counsel. All parties hereto acknowledge that they have had the opportunity to seek the advice of legal counsel in connection with the execution of this Agreement and that they understand its content and legal effects.
Authority. Each signatory to this Agreement represents and warrants that he/she/it is authorized to sign on behalf of and bind the party for whom he/she/it signs.
Knowingly and Freely Made.The parties represent and warrant to each other that they have understood the contents of this Agreement and have executed this Agreement based on their own judgment and of their own free will, and without reliance upon any statement or representation of others not specifically set forth in writing in this Agreement.
No Third-Party Rights. This Agreement creates no third-party rights between CIPRIANI and any person other than you. It is understood and agreed that the parties do not intend that any third party be a beneficiary of this Agreement.