Terms of Sale
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU.PLEASE READ IT CAREFULLY.
AS SET FORTH IN MORE DETAIL IN SECTION 19, THESE TERMS AND CONDITIONS OF SALE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN HAVING DISPUTES DECIDED BY A JUDGE OR A JURY AND/OR THROUGH CLASS ACTIONS.
BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION, COMPANY, OR OTHER ENTITY YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION, COMPANY, OR OTHER ENTITY TO THESE TERMS AND CONDITIONS.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH Lucent UV, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
a. These Terms and Conditions of Sale (these “Terms of Sale”) are the only terms which govern the sale of the goods (the “Items”) and services (“Services”) by Seller to Buyer. Lucent UV reserves the right to change these Terms of Sale at any time upon general notice on this website that the terms and conditions of sale have changed. Buyer’s continued purchases from Lucent UV constitutes acceptance of the terms and conditions as changed.
2. Definitions. Capitalized terms not otherwise defined in these Terms of Sale have the meaning set forth in this Section.
a. “Lucent UV”, "Lucentᵘᵛ", “Seller”, “we”, “us”, “Company” and “our” means MM Herman & Associates, LLC, a New Jersey limited liability company.
b. “Affiliates” means Lucent UV’s executives, employees, officers, contractors, consultants, attorneys, advisers, investors, board members, directors, partners, joint ventures, parents, subsidiaries, successors, assigns, and any controlling and/or acquiring individual and/or entity and each of their respective affiliates. For the avoidance of doubt, “Affiliates” does not include manufacturers of Items.
c. “Buyer”, “You”, “your”, “yourself” and “user” refers to you as buyer, as well as any entity, organization or other individual on whose behalf you are acting.
d. “Digital Services” means any and all of Lucent UV’s technological offerings, including websites, social media accounts, software applications, emails, text and SMS messages, and feeds (e.g. Real Simple Syndication feeds, Atom feed), and any of the media content (e.g. articles, catalogs, photos, videos, product descriptions) available through those Digital Services.
e. “Party” means each of Seller and Buyer.
f. “Parties” means Seller and Buyer, collectively.
g. “Personal Information” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.
3. Basic Standards of Conduct.
a. Improper Use. You agree that your purchase of Items and/or use of our Services and Digital Services (including, but not limited to, your acts and/or omissions in connection with the purchase of Item(s)) shall not directly or indirectly constitute, involve, attempt, aid, support, incite, encourage, advise, bring about, and/or facilitate any of the following:
i. A violation and/or circumvention of applicable law, regulation, and/or standard of conduct;
ii. A breach of an agreement, legal obligation, or responsibility;
iii. Interference with an existing business relationship and/or contract;
iv. An unlawful, unfair, and/or deceptive business act, practice, or scheme;
v. Extortion, fraud, and/or identity theft;
vi. Impersonation, misrepresentation, and/or another reckless or knowing provision of false, incomplete, inaccurate, or outdated information;
vii. Tortious conduct not previously described; or
viii. Any other violation of these Terms of Sale.
b. Respect the Integrity of Our Technology & Operations. All information, materials, and other content available through the Services and/or Digital Services (collectively, “Content”) are the sole and exclusive property of Seller, its Affiliates, or its licensors. Subject to your compliance with these Terms of Sale, we grant to you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and Digital Services, and to access, use, view, and print any Content, solely for your personal and internal business purposes. Except for the limited rights set forth in this Section, you may not download, copy, duplicate, sell, print, rent, lease, issue, distribute, transmit, broadcast, modify, perform, display, transfer, upload, post, create derivative works of, exploit, sublicense or otherwise assign to any third party the Services, Digital Services, or Content. When using the Services or Digital Services, you agree that you shall not:
i. decompile, decipher, disassemble, translate, modify, reverse engineer or otherwise attempt to access the source code of the Services, Digital Services, or Content, except where permitted by law notwithstanding this limitation;
ii. remove any proprietary notices on the Services, Digital Services, or Content, or attempt to disable, bypass, modify, defeat, or otherwise circumvent any digital rights management or security system used as part of the Services, Digital Services, or Content;
iii. upload to the Services or Digital Services the Personal Information of others that you are not authorized to provide;
iv. provide any content, data or information to Seller that contains viruses or malicious code or is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable;
v. use the Services, Digital Services, or Content in a way that suggests you are a representative of Seller;
vi. use the Services, Digital Services, or Content as a platform for external applications, or to develop applications, services, websites, or any other functionalities that leverage the Services, Digital Services, or Content;
vii. infringe or misappropriate the intellectual property, proprietary or privacy rights of any third party;
viii. interfere with or disrupt the proper functioning of the Services, Digital Services, or Content, Seller or any third party systems used to host the Services, or other equipment or networks used to provide the Services, Digital Services, or Content, including, but not limited to, disruption of our inventory management systems, social media accounts, or online storefront technology;
ix. communicate the Content to the public, provide or make available any links, hypertext (Universal Resource Locator (URL) address) or otherwise grant access (other than a “bookmark” from a web browser) to the Services, Digital Services, or any part thereof;
x. circumvent the user authentication or security of the Services, Digital Services, or any host, network, or account related thereto;
xi. use any application programming interface to access the Services, Digital Services, or Content;
xii. make any use of the Services, Digital Services, or Content that violates any applicable local, state, national, international or foreign law including United States and foreign export regulations and restrictions;
xiii. fail to use commercially reasonable efforts to prevent the unauthorized license, access, sale, transfer, lease, transmission, distribution, or other disclosure of the Services, Items, Digital Services, or Content;
xiv. allow any individual to use any account log-in credentials (e.g., user identification(s), code(s), password(s), procedure(s) and user keys) issued to, or selected by, Seller for someone other than the individual identified in the account information; or
xv. cause damage to Seller’s business, reputation, brand identity, employees, members, facilities, Items, or to any other person or legal entity.
Any scraping, automated access, or other unauthorized access to, and storage of, Services, Digital Services, or Content may result in immediate termination of your access to the Services, Digital Services, Content, and your account. Use of the Services, Digital Services, or Content for any purpose other than what is described in these Terms of Sale is prohibited.
c. Responsibility for Your Account & Information. Access to and use of certain functionalities of the Services and Digital Services may require you to register for a user account with us. If you decide to register an account with us, you agree to provide us with accurate, complete and current information about yourself during account registration and at all other times, and you agree to update all information provided to us or requested by us if, and as soon as, such information changes and before you make any purchase related to the Items, Services, or Digital Services. Any information including Personal Information that you provide to us is at your own risk. You agree to keep your log-in information confidential and to not authorize any third party to use your account. We are not liable for any loss or damage that results from the unauthorized use of your account, either with or without your knowledge. You and you alone are fully responsible for your failure to safeguard information or for permitting any other person to access or use the Services or Digital Services via your account, and you agree that we may attribute all use of your account to you. You agree to notify us immediately at email@example.com if you suspect any unauthorized use of your account or any other breach of security. We have the right to cancel or suspend your registration for any reason or for no reason at any time, as determined in our sole discretion.
4. Our Rights
a. User Contributions & Feedback.
i. User Contributions. Seller may, from time-to-time, offer areas in the Services or Digital Services where you and other users can share ideas, comments, opinions or other information or materials, as well as participate in public discussions, all of which may be published or displayed (hereinafter, “posted”) on public areas of the Services or Digital Services or transmitted to other users of the Services, Digital Services, or third parties, (i.e., third party websites and services like social media that are integrated into or linked to the Services or Digital Services) (collectively, “User Contributions”). Your User Contributions are posted, and transmitted to others, at your own risk. Seller cannot control the actions of other users of the Services, Digital Services, or third parties with whom you may choose to share your User Contributions. Such third parties may have their own policies and terms that apply to your User Contributions, and Seller is not responsible for any third party’s policies or terms. Seller cannot and does not guarantee that unauthorized persons will not view your User Contributions.
ii. License. You acknowledge, represent, and agree that all User Contributions that you post are submitted voluntarily and that if you submit User Contribution to any area of the Services or Digital Services that is available to others, Seller does not control and is not responsible for the use of your User Contribution by others. If you elect to submit, provide or make available your User Contribution to Seller or via the Services or Digital Services, you: (1) grant to Seller and all others who have access to your User Contribution through the Services, Digital Services, or otherwise, a worldwide, royalty-free, transferrable, sublicensable, non-exclusive, perpetual, irrevocable license under all of your intellectual property rights to make, use, copy, modify, adapt, create derivative works of, publicly perform or display, import, broadcast, transmit, distribute, license, publish, translate, offer to sell, and sell, rent, lease or lend copies of your User Contribution (and derivative works thereof) in any form or medium (whether now known or later developed), without credit or compensation to you, and in Seller’s sole discretion, to publish your name and other information about you in connection with your User Contribution; and (2) acknowledge that you receive no licenses to the Services or Digital Services except as expressly provided herein. Seller is under no obligation to post your User Contribution or any other User Contribution on the Services or Digital Services and may, in its discretion, edit, block, refuse to post, or remove any User Contribution (including your User Contributions) at any time. You represent and warrant that you have the rights necessary to grant the rights in this Section and that your User Contribution does not infringe the rights of Seller or any third party or violate these Terms of Sale or any applicable law. If Seller suspects violations of the foregoing, Seller may institute legal action and cooperate with law enforcement authorities in bringing legal proceedings against violators. You are solely responsible for your User Contribution and any other User Contribution you provide to us or make available through the Services or Digital Services. You are responsible for backing up your User Contribution and any information that you upload to the Services or Digital Services.
iii. Feedback. By submitting any ideas, feedback, or suggestions (“Feedback”) to Seller through the Services, Digital Services, or other means, you acknowledge and agree that: (1) your Feedback does not contain confidential or proprietary information of you or any third party; (2) Seller is not under any obligations of confidentiality with respect to the Feedback; (3) Seller may freely use, reproduce, distribute, and otherwise exploit the Feedback for any purpose; and (4) you are not entitled to any compensation of any kind from Seller for the Feedback.
c. All Rights Reserved. The Services, Digital Services, and Content are protected by copyright, trademark, patent, and other intellectual property and proprietary right laws. All title, ownership rights, and intellectual property rights in and to the Services, Digital Services, or Content are owned by Seller, its licensors, or Affiliates. All rights are reserved. The Services, Digital Services, or Content may contain certain licensed materials, and Seller’s licensors may protect their rights in the event of any violation of these Terms of Sale. You acknowledge and agree that all trademarks, service marks, logos, trade names, trade dress, slogans, designs, and any other proprietary designations of Seller used herein – regardless of the size of the print or the presence of a legal designation (e.g., ™, ® or ©) – are trademarks, registered trademarks, or protected marks of Seller, our Affiliates, or our suppliers, and are protected by United States and international law from reproduction, imitation, confusing and/or misleading usage, dilution, and/or any other unfair usages. Nothing expressly stated or implied by these Terms of Sale – or by the Services or Digital Services in general – shall give you any right, license, or other form of permission to use the Seller name, or any trade names, logos, service marks, trade dress, slogans, and designs that belong to Seller and/or its licensors. Your use or misuse of intellectual property belonging to Seller and/or its licensors is hereby expressly prohibited. If you wish to obtain permission to use Seller’s trademarks or other Content, or if you have any questions about these Terms of Sale, please direct your inquiries to us at firstname.lastname@example.org. Furthermore, you acknowledge that the Items we sell may be protected by patent laws and other intellectual property laws of the United States and other countries. Nothing expressly stated or implied by these Terms of Sale – or by our Services or Digital Services in general – shall give you any right, license, or other form of permission to use the patents connected to the Items we sell. Your use or misuse of intellectual property belonging to Seller, its Affiliates, its licensors, its suppliers/manufacturers, and any other related parties is hereby expressly prohibited, unless otherwise authorized.
5. Survival. All terms and conditions in these Terms of Sale which are reasonably intended to survive beyond the lifespan of the Parties’ transaction shall so survive, regardless of whether there is payment and delivery in full. This includes, without limitation, the terms and conditions set forth in the following Sections and Paragraphs: Section 2 (“Definitions”); Section 3 (“Basic Standards of Conduct”); Section 4 (“Our Rights”); Section 5 (“Survival”); Section 6 (“Compliance with Anti-Kickback Laws”); Section 13 (“Restrictions on Resale and Export”); Section 15 (“Manufacture Warranty”); Section 16 (“Limitation of Liability”); Section 17 (“Indemnification”); Section 18 (“Injunctive Relief”); Section 19 (“Procedural Considerations”); and Section 21 (“Miscellaneous”). Each surviving term and condition shall survive until its purpose is fulfilled and/or no longer applicable – or, otherwise, indefinitely. To the extent any of the foregoing Sections, Paragraphs, and/or Policies contain one or more provisions which are not applicable as to this Section 5 (“Survival”), the Parties acknowledge and agree that the inapplicable provision(s) shall simply be severed from interpretation, and that the rest of the provisions shall survive as described in this Section.
6. Compliance with Anti-Kickback Laws: Prices may be subject to a discount program. If so, the value of the discount, and the Item(s) to which the discount applies, will be provided to Buyer by Seller in the ordinary course of business. Buyer acknowledges and agrees to fully and accurately disclose such discount, among other requirements, in accordance with the Social Security Act § 1128B and its implementing regulations under 42 C.F.R. § 1001.952(h). Buyer agrees to defend, indemnify and hold Lucent UV harmless with respect to any violations by Buyer of this Section.
7. Prices and Payment Terms.
a. Prices. Buyer shall purchase the Items and Services from Lucent UV at the prices listed in your purchase confirmation at the end of the checkout process (“Prices”).
b. Taxes. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer is responsible for all such charges, costs and taxes. In the event that Lucent UV is required to pay any such charges, costs or taxes, Buyer shall reimburse Lucent UV on an expedited basis.
c. Fees. Prices are exclusive of any shipping, delivery and handling fees. Buyer is responsible for all such shipping, delivery and handling fees.
d. Payment Terms. Buyer authorizes Lucent UV to fully and immediately charge your designated payment provider for the amount listed in your purchase confirmation at the end of the checkout process, including, without limitation, all applicable shipping, delivery and handling fees, and in New Jersey, taxes. Buyer acknowledges and agrees that Lucent UV may provide your personal, financial, and contact information to one or more third parties in order to effectuate your purchase – including, but not limited to, financial services providers and shipping/delivery carriers. Buyer represents and warrants that (i) the credit card information Buyer supplies to Lucent UV is true, correct and complete, (ii) Buyer is duly authorized to use such credit card for the purchase, (iii) charges incurred by Buyer will be honored by Buyer’s credit card company, and (iv) Buyer will pay charges incurred by Buyer at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted at the time of your order.
e. Errors in Processing Buyer’s Purchase. Lucent UV strives to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability; this includes, without limitation, mistakes as to the availability of any Item, as well as overcharges and undercharges on the pricing of any Item or shipping/delivery costs. Lucent UV reserves the right to correct any such errors or mistakes and to cancel any orders arising from such occurrences, even if Lucent UV has already requested or received payment.
8. Shipments; Delivery; Title and Risk of Loss.
a. Shipping. The Parties agree that delivery of the Items within the United States will be made F.O.B. (Shipping Point) and that delivery of the Items outside of the United States will be made EXW (Incoterms 2020), each to the location specified in your purchase confirmation at the end of the checkout process. You acknowledge and agree that Seller only ships Items throughout the United States and Canada, and not outside those locations, unless otherwise agreed with Seller’s prior express written consent. You acknowledge and agree that you shall not hold Seller or its Affiliates liable or responsible in connection with any effort to ship, deliver, and/or transport one or more purchased Items across local, county, state, regional, provincial, and/or international lines – including without limitation shipping, delivering, and/or transporting any Item you purchase to a location in the continent of Asia. You acknowledge and agree that Seller may, in its own discretion: (i) provide shipping, handling, and/or delivery of your purchased Item(s) by itself; and/or (ii) contract with any third party partner it chooses for shipping, handling, and/or delivery of one or more of your purchased Item(s).
b. Lead Time. Lucent UV will use commercially reasonable efforts, subject to availability, to ship all Items within eight (8) weeks of Lucent UV’s receipt of full payment for the Items. Subject to Section 8(c) below, in the event that Lucent UV is unable to ship the Items within said eight (8) week period, Lucent UV shall notify Buyer, including any information on a revised shipping date. If such revised shipping date is within thirty (30) days of such eight (8) week delivery period, unless Lucent UV receives, prior to shipment and prior to the expiration of the revised shipping date, a response from Buyer rejecting the delay and cancelling the order, Buyer will be deemed to have consented to a delayed shipment on or before such revised shipping date. If such revised shipping date is after thirty (30) days of such eight (8) week delivery period, Buyer may cancel and receive a refund for all purchased Item(s) which have not yet been placed into shipment at the time of Lucent UV’s receipt of said notice. Lucent UV shall not be liable for any delays in shipment. Buyer acknowledges and agreed that there is no remedy if Lucent UV fails to ship Items.
c. Partial Shipments. Buyer acknowledges and agrees that Lucent UV may, in its sole discretion, make partial shipments of Items to Buyer, staggered over time, without penalty or liability.
9. Returns and Refunds. ALL SALES ARE FINAL. Except as provided under Sections 11 and 12, all sales of Items to Buyer are made on a one-way basis and Buyer has no right to return, receive a refund for, or receive a credit for Items purchased under these Terms of Sale to Lucent UV. Cancellations of orders shall only be permitted as set forth in Section 8(b). For defective returns, Buyer shall refer to the manufacturer’s warranty as set forth in Section 15.
10. Risk of Loss & Passage of Title. The right, title, and interest in and to any Item you purchase – along with the risk of and responsibility for any loss, damage, and/or destruction as to any Item – shall pass to Buyer upon the earlier of Seller’s delivery to the carrier or delivery into storage, regardless of: (a) whether the transportation medium or storage facility is owned and/or operated by Seller and/or its affiliates; (b) whether Seller and/or its Affiliates charges Buyer for storage; and (c) any agreed-upon freight terms between Seller and/or its Affiliates and Buyer, whenever and however established. Buyer agrees that any claims, disputes, controversies, and/or causes of action for loss or damage in transit shall be made by Buyer directly against the carrier; Buyer agrees that Seller shall not be responsible for bringing or defending against any such claims, disputes, controversies, and/or causes of action.
a. The quantity of any installment of Items as recorded by Lucent UV on dispatch from Lucent UV’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.
b. Seller shall not be liable for any non-delivery of Items (even if caused by Lucent UV’s negligence) unless Buyer gives written notice to Lucent UV of the non-delivery within three (3) business days of the earlier of (i) Buyer’s receipt of the Items or (ii) the date when the Items would in the ordinary course of events have been received.
c. Any liability of Lucent UV for non-delivery of the Items shall be limited to replacing the Items within a reasonable time or refunding the amount for such non-delivered Items to reflect the actual quantity delivered, at Lucent UV’s discretion.
d. Buyer acknowledges and agrees that the remedies set forth in this Section are Buyer’s exclusive remedies for any non-delivery of Items.
12. Acceptance of Items.
a. Buyer shall inspect Items within three (3) business days of receipt (“Inspection Period”) of the Items and either accept or reject such Items, provided however that the unpacking or removal of the Items from their original packaging (including, for the avoidance of doubt, the opening of boxes of N95 masks) constitutes acceptance and concludes the inspection period. Buyer may only reject such Items if they do not conform to the make and model number listed in your purchase confirmation at the end of the checkout process (“Nonconforming Items”). Where the context requires, Nonconforming Items are deemed to be Items for purposes of these Terms of Sale.
b. Buyer will be deemed to have accepted the Items unless it notifies Lucent UV in writing of any Nonconforming Items during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Lucent UV. If Buyer timely notifies Lucent UV of any Nonconforming Items, Seller shall determine, in its sole discretion, whether (i) to have Buyer ship such Items back to Buyer at Buyer’s expense, and (ii) the Items are Nonconforming Items. If Seller determines that the Items are Nonconforming Items, it shall, in its sole discretion: (i) replace such Nonconforming Items with conforming Items, or (ii) refund the Price for such Nonconforming Items, together with all shipping and handling expenses incurred by Buyer in connection therewith.
c. Buyer shall ship, unless otherwise prohibited by applicable law, at its expense and risk of loss, the Nonconforming Items to Lucent UV. If Lucent UV exercises its option to replace Nonconforming Items, Lucent UV shall, after receiving Buyer’s shipment of Nonconforming Items, ship to Buyer, at Lucent UV’s expense, the replaced Items to the location set forth in your purchase confirmation at the end of the checkout process.
d. Buyer acknowledges and agrees that the remedies set forth in this Section 12 are Buyer’s exclusive remedies and Seller’s sole liability for the delivery of Nonconforming Items.
13. Restrictions On Resale and Export. You represent and warrant that neither you nor any recipient of any Item shall resale or export any Item or indirectly encourage, incite, support, or engage in the resale or export of any Item offered for sale by Seller without Seller’s prior express written consent.
14. Buyer’s Representations and Obligations. Buyer represents and warrants to Lucent UV that:
a. BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY ITEMS IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, PHYSICAL HEALTH AND WELL-BEING, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY Lucent UV, BY WAY OF ADVICE OR OTHERWISE, RELATED TO THE USE OF THE ITEMS.
b. Buyer assessed and has confirmed prior to its purchase of Items, the up-to-dateness, viability and appropriateness of the Items, especially as they relate to Buyer’s specific needs and whether they comply with applicable laws, rules, regulations, guidelines, requirements, and expectations in the settings and location(s) where the Items are intended to be received, transported, stored, distributed, and/or used.
c. Buyer has assessed and confirmed, prior to its purchase of Items, that all Items will reasonably fit the wearer and can be safely worn.
d. Buyer at all times will comply with all applicable laws, regulations, and ordinances. Buyer will maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under these Terms of Sale. Buyer will comply with all export and import laws of all countries involved in the sale or purchase of the Items under these Terms of Sale or any expressly-permitted-in-writing resale of the Items by Buyer. Buyer assumes all responsibility for shipments of Items requiring any government import clearance.
15. Manufacture Warranty.
a. Lucent UV does not manufacture or control any of the Items it offers. The list and/or availability of Items or Services do not indicate an affiliation with or endorsement of any product, service or manufacturer. Accordingly, Lucent UV does not provide any warranties with respect to the Items or Services. However, the Items may be accompanied by a manufacturer’s warranty. Buyer acknowledges and agrees that all matters relating to any manufacturer or supplier warranty run strictly between Buyer and the manufacturer and will follow the instructions included in the manufacturer’s warranty, if any, to obtain warranty service, including but not limited to, any alleged defects in the Items. BUYER AFFIRMS THAT Lucent UV SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS, IF ANY, TO BUYER.
b. DISCLAIMERS. To the fullest extent permitted by law, you acknowledge and agree that:
i. ALL ITEMS, SERVICES AND DIGITAL SERVICES ARE PROVIDED "AS IS,'' “WITH ALL FAULTS”, AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
ii. Lucent UV SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER'S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO BUYER.
iii. SELLER AND ITS AFFILIATES DISCLAIM ANY DUTIES, RESPONSIBILITIES, LIABILITIES, AND OBLIGATIONS IN CONNECTION WITH ANY “FORWARD-LOOKING STATEMENT” WE MAKE.
iv. NEITHER SELLER NOR ITS AFFILIATES MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIRD-PARTY INTELLECTUAL PROPERTY AND/OR RELATED RIGHTS AS THEY ARISE IN CONNECTION WITH OUR ITEMS, SERVICES, AND/OR DIGITAL SERVICES.
v. NEITHER SELLER NOR ITS AFFILIATES MAKES ANY PROMISES, COVENANTS, OR WARRANTIES REGARDING THE ACTS AND OMISSIONS OF ANY THIRD PARTY. THIS INCLUDES, WITHOUT LIMITATION, THE ACTS AND OMISSIONS OF ANY CARRIER FOR SHIPPING/DELIVERY AND/OR ITS PERSONNEL, AS WELL AS THE ACTS AND OMISSIONS OF ANY FINANCIAL SERVICES PROVIDERS WE USE TO FACILITATE OUR TRANSACTIONS.
vi. NEITHER SELLER NOR ITS AFFILIATES WARRANTS OR MAKES ANY REPRESENTATIONS REGARDING THE QUALITY, USE, OR EFFICACY OF THE ITEM(S).
vii. NEITHER SELLER NOR ITS AFFILIATES MAKE ANY WARRANTY, EXPRESS OR IMPLIED, THAT THE INFORMATION, DATA, MATERIALS, AND CONTENT AVAILABLE THROUGH THE SERVICES OR DIGITAL SERVICES WILL BE ACCURATE, PRECISE, COMPLETE, RELIABLE, AND/OR UP-TO-DATE.
viii. NEITHER Lucent UV NOR ITS AFFILIATES WARRANTS OR MAKES ANY REPRESENTATIONS THAT THE ITEMS WILL MEET OR SATISFY ANY LAWS OR REGULATORY RULES OR GUIDELINES OR BUYER’S SPECIFIC NEEDS PERTAINING TO BUYER’S INTENDED USE OF THE ITEMS, INCLUDING BUT NOT LIMITED TO THE UP-TO-DATENESS, VIABILITY AND APPROPRIATENESS OF THE ITEMS.
ix. NO RESPIRATOR, FACE MASK, GLOVE, EYEWEAR, COVERALL, WIPE, GEL, OR OTHER ITEM OR PRODUCT OFFERED FOR SALE BY SELLER IS 100% EFFECTIVE IN PREVENTING EXPOSURE TO OR THE SPREAD OF GERMS, DISEASES, VIRUSES (INCLUDING, WITHOUT LIMITATION CORONAVIRUS AKA COVID-19), INFLUENZA, MICROBES, PATHOGENS, DROPLETS, PARTICLES, TOXINS, AND OTHER CONTAMINANTS. YOU ACKNOWLEDGE AND AGREE THAT NEITHER SELLER NOR ITS AFFILIATES MAKES ANY GUARANTEES OR PROMISES REGARDING THE USE OR RESULTS OF ANY ITEM WE OFFER FOR SALE AND/OR PROVIDE, AND OUR WEBSITE AND OTHER MEDIA PROPERTIES DO NOT INTEND TO CONVEY SUCH A REPRESENTATION;
x. SELLER AND ITS AFFILIATES CANNOT AND DO NOT PROMISE THAT ANY ITEM WILL KEEP YOU OR ANY INDIVIDUAL SAFE FROM EXPOSURE AND FREE FROM HARM. YOU AND YOU ALONE ARE SOLELY RESPONSIBLE FOR TAKING REASONABLE STEPS TO MAKE PROPER STORAGE, DISTRIBUTION, AND USAGE OF ITEMS; SELLER IS NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY STORE, TRANSPORT, AND/OR USE ONE OR MORE OF THE ITEMS YOU HAVE PURCHASED FROM US.
xi. SELLER DOES NOT DESIGN OR MANUFACTURE ANY OF THE ITEMS. YOU ACCORDINGLY ACKNOWLEDGE AND AGREE THAT SELLER MAKES NO REPRESENTATIONS REGARDING THE EXISTENCE OR NATURE OF ANY DEFECTS IN THE MANUFACTURING, DESIGN, MATERIALS, PACKAGING, DATING, DESCRIPTIONS, BOXTOP LANGUAGE AND INSERTS, OR WORKMANSHIP OF ANY PRODUCT WE OFFER FOR SALE (INCLUDING, WITHOUT LIMITATION, THE ITEM(S) YOU HAVE PURCHASED); TO THE FULLEST EXTENT PERMITTED UNDER THE LAW, YOU SHALL NOT HOLD SELLER LIABLE OR RESPONSIBLE FOR ANY CLAIMS, CAUSES OF ACTION, OR CONTROVERSIES ARISING OUT AND/OR RELATING TO ANY SUCH DEFECTS.
xii. INSOFAR AS SELLER PROVIDES ANY WEIGHTS, DIMENSIONS, MEASUREMENTS, COLORS, OR ANY OTHER DESCRIPTIONS AS TO ITEMS, THOSE ARE MERE APPROXIMATIONS FOR YOUR CONVENIENCE, WITH NO GUARANTEE AS TO ACCURACY, PRECISION, FREEDOM FROM ERROR, OR MANNER OF APPEARANCE.
xiii. Seller, its Affiliates, and service providers use certain physical, managerial, and technical safeguards designed to preserve the security of, and safeguard against unauthorized access to, your Personal Information that we maintain in connection with your use of our Services and Digital Services. This, however, does not guarantee that your Personal Information may not be accessed, disclosed, altered, or destroyed by any breach of our physical, technical or managerial safeguards. Even with the most rigorous information security standards, no storage of information or transmission of data over the internet can be 100% secure. SELLER AND ITS AFFILIATES DISCLAIM ALL LIABILITY IN CONNECTION WITH ANY UNDESIRED AND/OR HARMFUL DISCLOSURE AND/OR USAGE OF YOUR PERSONAL INFORMATION.
xiv. SELLER’S MANUFACTURERS, SUPPLIERS, CARRIERS, AND OTHER THIRD PARTIES PROVIDERS MAY IMPOSE THEIR OWN DISCLAIMERS, WAIVERS, AND/OR LIMITATIONS. YOU THEREFORE AGREE THAT THE DISCLAIMERS, WAIVERS, AND LIMITATIONS APPEARING IN THESE TERMS OF SALE WILL ONLY SERVE TO SUPPLEMENT– AND IN NO MANNER DIMINISH, ELIMINATE, OR SUPPLANT – THE FORCE AND EFFECT OF DISCLAIMERS, WAIVERS, AND/OR LIMITATIONS OF OUR THIRD PARTY PROVIDERS, EXCEPT TO THE EXTENT THE WAIVERS, DISCLAIMERS, AND/OR LIMITATIONS HEREIN SPECIFIED LIMIT SELLER’S RESPONSIBILITY AND/OR LIABILITY. INSOFAR, AS THERE IS ANY CONFLICT BETWEEN A DISCLAIMER, WAIVER, AND/OR LIMITATION BY SELLER AND A DISCLAIMER, WAIVER, AND/OR LIMITATION BY ONE OF OUR THIRD PARTY PROVIDERS, YOU AGREE THAT YOU WILL CONSIDER THE APPLICABLE TERM TO BE WHICHEVER PROVIDES THE GREATER PROTECTION FOR SELLER, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW, NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY.
16. Limitation of Liability.
a. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Lucent UV OR ITS AFFILIATES BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, AND/OR RELIANCE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT Lucent UV HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Lucent UV’S AND ITS AFFILIATE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF SALE, WHETHER ARISING OUR OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE GREATER OF: (A) THE AMOUNT PAID FOR THE SUBJECT ITEM(S) (INCLUDING ANY SHIPPING, DELIVERY, PICKUP, AND RETURN COSTS) OR (B) $25.00.
c. The limitation of liability set forth in Sections 16(a) and 16(b) shall not apply to death or bodily injury resulting from Lucent UV’s acts or omissions. The limitation of liability set forth in Section 16(b) shall not apply to liability resulting from Lucent UV’s gross negligence or willful misconduct.
17. Indemnification. Buyer agree to indemnify, defend (including reasonable attorney’s fees), and hold Lucent UV and its Affiliates harmless in connection with any and all third party disputes, controversies, and claims for damages, harms, debts, losses, liabilities, statutory remedies, fines, fees, costs and expenses and/or penalties arising out of and/or relating to: (a) Buyer’s purchase of one or more Items from Lucent UV; (b) Buyer’s use/misuse of one or more Items and/or Services offered by Lucent UV and any acts and/or omissions in connection therewith; (c) the shipment, delivery, storage, transfer, and/or distribution of one or more Items purchased from Lucent UV; (d) Buyer’s breach of warranties and representations set forth in these Terms of Sale; and (e) Buyer’s provision of one or more items purchased from seller to a third party, including but not limited to matters relating to the use/misuse of such product(s) and any acts and/or omissions in connection therewith. The aforementioned excludes matters resulting from Lucent UV’s gross negligence or willful misconduct. Buyer agrees that Lucent UV and its Affiliates reserve the exclusive right to control the defense, settlement, and selection of counsel in connection with any matter where Buyer must provide indemnification.
18. INJUNCTIVE RELIEF. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL YOU SEEK TO ENJOIN OR RESTRAIN SELLER OR ANY OF ITS AFFILIATES FROM PROVIDING ITEMS, SERVICES OR DIGITAL SERVICES, INCLUDING, WITHOUT LIMITATION, OPERATING THE WEBSITE LUCENTUV.COM, SELLING ITEMS, AND/OR STAYING IN TOUCH WITH OUR COMMUNITY AT LARGE. YOU ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT NOT PROHIBITED BY LAW, YOU ARE NOT ENTITLED TO INJUNCTIVE RELIEF, RESCISSIONS, OR ANY OTHER EQUITABLE REMEDY IN CONNECTION WITH THESE TERMS OF SALE AND ANY AGREEMENT HERETO RELATING, EXCEPT THAT AN ARBITRATOR MAY AWARD INJUNCTIVE RELIEF OR REQUIRE SPECIFIC PERFORMANCE, BUT ONLY THE EXTENT NECESSARY TO RESOLVE YOUR INDIVIDUAL CLAIM(S).
19. Procedural Considerations
a. Choice of Law & Venue. Any claim, dispute, suit, matter, or controversy arising out of and/or relating to these Terms of Sale will be construed and governed in accordance with the laws of the State of New Jersey in the United States of America, without regard to its conflict of laws principles. All disputes will be arbitrated (or, if the mandatory arbitration clause herein specified is found to be invalid, litigated) in Camden County, New Jersey USA. The Parties hereby waive any defense or claim of lack of personal jurisdiction, the inappropriateness of venue, or forum non conveniens. The Parties acknowledge and agree that this provision is not intended to, in any manner, limit or negate the force or effect of the immediately subsequent provisions entitled “Mandatory Arbitration of Claims” and “Class Action Waiver.” The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Sale.
b. MANDATORY ARBITRATION OF CLAIMS.
i. THE PARTIES HEREBY AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JUDGE OR A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT THE PARTIES WOULD HAVE IF THE PARTIES WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ii. THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY AND ALL CLAIMS, DISPUTES, SUITS, MATTERS, OR CONTROVERSIES (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN THE PARTIES ARISING FROM OR RELATING IN ANY WAY TO BUYER’S PURCHASE OF ITEMS OR SERVICES, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
iii. To the extent legally permitted, each Party shall advance its own costs, expenses, and fees in an arbitration hereunder, with reasonable fees and costs awarded to the substantially prevailing party in any arbitration arising hereunder. Arbitration shall be conducted by the American Arbitration Association (“AAA”) in accordance with the AAA Consumer Arbitration Rules then in effect (or if no longer in effect at the time a demand for arbitration is brought hereunder, then the rules of arbitration which are generally accepted as being the successor of the AAA Consumer Arbitration Rules), except as modified by this Section 19, and before a single, neutral arbitrator to be mutually selected by the parties. To the extent permitted by the arbitrator, the arbitrator will conduct any hearings by telephonic or video conference appearance, rather than in-person. Any award rendered in an arbitration proceeding hereunder shall be final and binding on each of the Parties, and judgment may be entered thereon in any court of competent jurisdiction. This agreement to arbitrate shall be enforceable under and subject to the Federal Arbitration Act, 9 U.S.C. §§ 1, et seq.
iv. Buyer may elect to pursue its claim in small-claims court rather than arbitration if Buyers provide Lucent UV with written notice of its intention do so within 60 days of Buyer’s purchase. The arbitration or small-claims court proceeding will be limited solely to Buyer’s individual dispute or controversy.
c. CLASS ACTION WAIVER. The Parties agree to an arbitration on an individual basis. In any dispute, NEITHER BUYER OR Lucent UV WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
d. U.S. Jurisdiction. Seller and its properties are located in and operated from the United States. Seller does not intend to be subject to any non-U.S. law or jurisdiction, under any circumstances, and you agree that you shall not pursue any claims, disputes, or controversies against Seller insofar as they subject Seller to non-U.S. law or jurisdiction and/or originate in a jurisdiction outside of the United States.
e. Reporting Issues to Local, State & Federal Officials. To be clear: nothing in these Terms of Sale, including the Mandatory Arbitration provision and other language, is intended to prevent either Party from bringing issues (including, without limitation, matters relating to Seller, our Affiliates, these Terms of Sale, or one or more Items) to the attention of local, state, or federal officials and/or agencies as a Party may deem appropriate.
f. 180-Day Statutory Period for All Claims. The Parties agree that all claims arising out of any/or relating to these Terms of Sale shall be subject to a one hundred and eighty (180) day statute of limitations.
20. Notice to California Residents
If the Services or Digital Services are at any time deemed an electronic commercial service (as defined under California Civil Code Section 1789.3), California residents are entitled to the following specific consumer rights information:
The provider of the Services or Digital Services is:
MM Herman & Associates, LLC
ATTN: Legal Department
154 Cooper Road, Suite 401
West Berlin, NJ 08091
If you should have any further questions, the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
a. Assignments. Except as expressly permitted otherwise in writing by Lucent UV, you may not assign, delegate, sell, or transfer any of your rights or obligations under these Terms of Sale. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under these Terms of Sale. Notwithstanding anything herein contrary, Seller may freely assign, delegate, sell, and/or transfer its rights and obligations under these Terms of Sale – and any assets relating to, arising out of, and/or concerning these Terms of Sale – including without limitation circumstances of sale, merger, acquisition, reincorporation, consolidation, reorganization, or other change of control. These Terms of Sale will be binding on your heirs, permitted assigns, administrators, and other legal represents, and shall inure to the benefit for Seller and any of its successors and/or assigns.
b. Force Majeure. You acknowledge and agree that Seller shall hold no liability or responsibility for any harm, damages, penalties, losses, costs, expenses, fees, or issues, nor be deemed to have defaulted or breached these Terms of Sale for any failure or delay in fulfilling or performing any term of these Terms of Sale, that result from factors beyond the scope of our reasonable control. This includes without limitation, acts of God, weather, the shutdown of carriers, transportation, and/or utilities, strikes and protests, border delays, health crises and/or pandemic illnesses (including without limitation Coronavirus AKA COVID-19), closures and/or lockdowns, acts of warfare and/or terrorism, and actions taken by government agencies.
c. Severability. If any of the terms and conditions herein – or any portion(s) of any terms or conditions – are held unenforceable, the impact of that unenforceability (i.e. limitation or exclusion of terms) will be construed as narrowly as possible to the extent permitted by law and it does not invalidate or render unenforceable such term or provision in any other jurisdiction; moreover, the remainder of these Terms of Sale herein – and all other portions thereof – shall nevertheless remain in full force and effect to the extent legally permissible.
d. Translation & Headings. Any translation of these Terms of Sale is merely provided as a convenience. Any discrepancy or dispute involving a translated version of these Terms of Sale and the English version of these Terms of Sale shall be resolved in favor of the English version. Our headings and section titles in these Terms of Sale are provided strictly for your convenience; they have no binding or representative effect on either Party.
e. Non-Waiver. No waiver under these Terms of Sale is effective unless it is in writing, identified as a waiver to these Terms of Sale, and signed by an authorized representative of the Party waiving its right. The Parties acknowledge and agree that any failure by either Party to require the other’s strict adherence to any term or condition herein shall, in no manner, be construed as a waiver of any right by that Party, nor shall such a failure be construed to remove or dilute the effect of any term, condition, or requirement herein stated.
f. Non-Endorsement. Although Seller offers to sell Items manufactured and supplied by third parties, you acknowledge and agree that our listings – and any related imagery and/or information (e.g. pictures of Items; information on dimensions, weight) – do not constitute an endorsement of, or affiliation with, the Item or its manufacturer/supplier, nor do they constitute an assumption of liability or taking of responsibility as to the Item(s) in question.
g. Construed to Reflect Intent of Parties. Insofar as these Terms of Sale include any errors or ambiguities related to spelling, grammar, or syntax – or any other clear errors or ambiguities – these errors and ambiguities shall be construed to reflect the intent of the Parties. This includes, without limitation: (a) any ambiguities, inconsistencies, misuses, or uncertainties around the usage of the word “and” vs. “or” vs. “and/or”; and (b) any ambiguities, inconsistencies, misuses, or uncertainties around the usage of the word “including” – which shall mean “including without limitation,” rather than as point of exclusion, unless otherwise noted; (c) any ambiguities, inconsistencies, misuses, or uncertainties around the usage of the word “Item” vs. “Items” vs. “Item(s)” - which shall not render any language inapplicable by virtue of the fact that you do or do not possess more than one (1) Item.
i. Legal Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to Lucent UV at the address on this website and to Buyer at Buyer’s shipping address. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms of Sale, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
l. No Third-Party Beneficiaries. These Terms of Sale benefit solely the Parties to these Terms of Sale and their respective successors and permitted assigns and nothing in these Terms of Sale, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms of Sale.
m. No Public Announcements. Unless expressly permitted under these Terms of Sale, Buyer shall not make any statement (whether oral or in writing) in any press release, external advertising, marketing or promotion materials regarding the subject matter of these Terms of Sale, the Items, or Lucent UV’s business unless it has received the express written consent of Lucent UV, or it is required to do so by law