Date of last revision: June 5th, 2014
BY REGISTERING FOR AND/OR ACCESSING, BROWSING OR OTHERWISE USING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, PLACING AN ORDER FOR PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT INTEND TO ACCEPT THIS AGREEMENT AND EACH OF ITS TERMS, YOU MAY NOT USE THIS WEBSITE. YOU WILL BE REQUIRED TO ACCEPT THE TERMS OF THIS AGREEMENT (AS SAME MAY BE AMENDED) EACH TIME YOU PLACE AN ORDER WITH US, AND IF YOU DO NOT ACCEPT THE TERMS YOU WILL NOT BE ABLE TO PLACE AN ORDER.
If you are entering into this Agreement on behalf of an entity, you hereby represent that you are an employee or agent of the entity and that you have authority to enter into this Agreement on such entity’s behalf. Additional services identified on or available through Vitra may be subject to additional terms separate from this Agreement.
2. Amendments of these Terms and Conditions
3. Usage Rights
You are prohibited from using this Website to: (i) transmit, store, embed or otherwise make available any information or material that infringes any intellectual property or other proprietary rights of Vitra, its affiliates or any third party, including, without limitation, copyright, trademark, patent, and rights of privacy or publicity; (ii) transmit, store or otherwise make available material that disrupts or corrupts the Website, imposes an unreasonable or disproportionately large load on the Website’s servers or infrastructure, or otherwise adversely affects, restricts or inhibits any other user from using and enjoying the Website; (iii) transmit, store or otherwise make available material (including in Feedback) that is false, libelous, defamatory, obscene, vulgar, threatening, abusive, offensive, pornographic, profane, sexually explicit, or constitutes hate speech, or adversely affects Vitra’s or its advertisers’ and affiliates’ business, or is otherwise objectionable in Vitra’s sole discretion; (iv) transmit, store or otherwise make available material that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law; (v) transmit, store or otherwise knowingly or negligently make available a virus, Trojan horse, worm, time bomb, spyware, bot or other harmful or deleterious programming routine; (vi) transmit, store or otherwise make available material that contains any information, software or other material of a commercial or proprietary nature; (vii) transmit, store or otherwise make available material that contains advertising, promotions, “junk mail,” “spam,” “pyramid schemes,” “chain letters” or other solicitations of any kind; (viii) transmit, store or otherwise make available material that constitutes or contains false or misleading indications of origin or statements of fact; (ix) use or attempt to use another person’s personal information, account data or password except as expressly permitted; (x) solicit, collect, transmit, store or otherwise make available private information of any third party including, without limitation, telephone numbers, addresses, last names, email addresses, Social Security numbers, or credit card numbers; and (xi) use automated scripts to collect information from or otherwise interact with the Website.
4. Offer and Acceptance of Product Purchases
Subject to your compliance with and acceptance of this Agreement, we invite you to place an order (“Order”) with us to order products (“Products”). For the avoidance of doubt, the presentation and display of Products in our online store does not constitute a legally binding offer from us. Vitra makes an effort to accurately describe and display the Products and their availability on the Website, but there may still be pricing inaccuracies, availability errors or specifications or Product display mistakes. Colors and textures of Products may be displayed differently on different computers and using different browsers. Accordingly, we do not guarantee the accuracy or completeness of the information on the Website, including prices, Product images, specifications, Product availability and other information. Vitra reserves the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice. We cannot guarantee that Products are in stock until shipped by us, which is evidence of Vitra’s acceptance of an Order or a portion of it. Your Order is considered to be an offer to Vitra to purchase the Products. After receipt of a relevant Order, Vitra, at its sole discretion, may accept or reject such Order. Vitra’s confirmation or acknowledgment of an Order means that your Order request has been received but it does not mean that your Order has been accepted or shipped or that the price or availability of a Product has been confirmed. As part of our shipping procedures, we verify the availability and the price before an item is shipped. In addition, all Orders are subject to our posted Return/Exchange and Shipping Information policies, which form a part of this Agreement, and are applicable to specific Products as of the time of purchase. If we determine that there were inaccuracies in our Product information (pricing, availability, Product description or specifications), we either will cancel your Order and notify you of such cancellation via email, or provide you with the corrected information via email and allow you to cancel or complete the Order. Prices displayed are quoted in U.S. Dollars, exclude shipping charges and, where applicable, sales tax, and are valid and effective only in the United States.
This Agreement shall take precedence over your (or your entity’s) additional or different terms and conditions, to which notice of objection is hereby given, unless we specifically agree to them in writing.
In order to interact with the Website (such as to place an order or open an account), you must create an account (“Account”) with Vitra through the online registration process.
7. Account Registration; Account Settings; Passwords; Termination
a) Age Restrictions: The use of this Website is restricted to those 18 years of age or older. You may not create an Account unless you can form legally binding contracts in compliance with all applicable local, state, national, and international laws, rules and regulations, and only if you are 18 years of age or older.
b) Your Account Information: By submitting a registration form or creating a password on the Website, you represent to us that (i) you meet any age restrictions posted on the registration page(s) and (ii) the information you have provided on your registration form ("Account Information") is true, accurate, current and complete. You will maintain and promptly update your Account Information using the functionality provided through the Website to keep it true, accurate, current and complete.
c) Passwords: You are responsible for maintaining the confidentiality of your Account password. You will be solely responsible for the activities of anyone accessing the Website using a password assigned to you, even if the individual is not, in fact authorized by you, and Vitra is not responsible for any loss that results from the unauthorized use of your username/password with or without your knowledge. If you have reason to believe that your password has been compromised or used without authorization, you must promptly change it, using the functionality provided on the applicable Website, and notify us at firstname.lastname@example.org
d) Permitted Uses: Use of Accounts and the Website is limited to your own personal, noncommercial use only, or for the specific non-commercial use by your clientele if you are acting as an agent for others (such as a professional designer) and you may not exploit or use any aspect of our Website for any commercial purpose without our prior written authorization.
e) Account Termination: Vitra has the right, in its sole discretion and without notice or liability to you or any third party, to terminate any Account on this Site for cause, without limitation, based upon (a) breach or violation of this Agreement or other agreements or guidelines of Vitra, (b) requests by law enforcement or government agencies, (c) discontinuance of such Account services or modification of the Website, (d) unexpected technical or security issues or problems, and (e) extended periods of Account inactivity. Termination of your Account may include removal of access to all offerings requiring registration and, at Vitra’s sole discretion, the deletion of your account.
8. Passing of the Risk, Title and Security
a) Unless otherwise specified in writing by us, title and the risk of damage or loss of the Products shall pass to you as soon as the Products are made physically available to you or are handed over by Vitra or its agents to a common carrier in the case of delivery. Insurance coverage, transportation costs and all other expenses applicable to shipment will be your responsibility, unless expressly stated by us to the contrary.
b) You hereby grant Vitra a first priority purchase money security interest in the Products and in all proceeds from, all accessions to, substitutions and replacements for such Products to secure your performance of your obligations to us hereunder, and, if required by Vitra in its sole discretion as a condition of purchase, you shall execute and deliver such separate security agreement(s), financing statements or other documents as may be necessary to evidence or perfect such security interests.
a) You agree to pay for all Products we sell to you. Unless otherwise agreed expressly in writing by us, the purchase price of the Products is payable with the Order. We accept American Express, Discover, Visa and MasterCard. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) UTILIZED IN CONNECTION WITH ANY ORDER TRANSACTION.
b) You agree that we may charge your credit card or other applicable form of payment for any Products purchased and for any additional amounts (including any delivery fees, applicable taxes and associated bank fees) that may be accrued by or in connection with your Account. You are responsible for the timely payment of all fees and for providing us with a valid credit card or other form of payment for all fees. All fees will be billed to the credit card (or other applicable form of payment) you designate during the registration process. If you want to designate a different credit card or form of payment, then you are responsible for changing such information online in your Account. If your method of payment fails, Vitra may cancel the Order and/or may take steps to collect past due amounts using other collection mechanisms, including third party collection agencies. You will also be liable to Vitra for any expenses incidental to the collection of past due amounts, including reasonable attorneys’ fees and court costs. If Vitra cancels an Order or you are permitted to cancel an Order under Paragraph 3 above based on inaccurate pricing or Product descriptions on the Website, we will credit or refund the Purchase price of the Order.
c) You acknowledge that your electronic submissions constitute an agreement and an intent to be bound by and pay for such agreements and transactions. Your agreement and intent to be bound by electronic submissions applies to all records relating to all transactions you enter into on the Website, including, for illustration purposes only, Orders, notices of cancellation, policies, contracts and applications.
11. Ownership of Website and Content
a) Site Content: As between you and us, we own and reserve all rights, title and interests in the Website, including all of the software and code that comprise and operate the Website, and all of the content on the Website, including, but not limited to, images, illustrations, designs, icons, photographs, video clips, and written and other materials. The Website and the content we and others provide are protected under trademark, service mark, trade dress, copyright, patent, trade secret and other intellectual property laws. In addition, the entire content of each Website is a collective work under U.S. and international copyright laws and treaties, and we own the copyright in the selection, coordination, arrangement and enhancement of the content of the Website.
b) License to you: We hereby grant you a limited, revocable, non-sublicensable license to download and print copies of any portion of the content of the Website to which you have properly gained access for your personal use. You are not permitted to remove, modify or obscure any copyright, trademark, or other proprietary notices from such content (unless you posted the content). The foregoing license is subject to this Agreement and does not include the right to use any data mining, robots, scraping or similar data gathering or extraction methods. This license is revocable at any time without notice and with or without cause.
c) Restrictions: You may not, and you may not permit others to, copy, distribute, perform or display publicly, prepare derivative works based on, broadcast, exploit or use any part of the content on the Website (except your “Feedback,” as defined below) except as expressly provided in this Agreement without our prior written permission. Any use of the Website, including any content of the Website (except your Feedback), other than as specifically authorized in this Agreement, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes.
12. Vitra Copyright Agent to receive notice of Claimed Copyright Infringement (DMCA)
a) Claims of Copyright Infringement: If you have reason to believe any part of the content of the Website infringes the copyrights of others, please notify our designated Copyright Agent using the contact information provided below. It is our policy to promptly investigate any allegations of copyright infringement brought to our attention. We reserve the right to immediately remove or disable the allegedly infringing content or link.
b) Notice of Claim of Copyright Infringement: Pursuant to the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”), Vitra has registered an agent with the U.S. Copyright Office to receive any notifications of claimed copyright infringements relating to any content or this Website (the “DMCA Agent”). If you are the copyright owner (or are authorized to act on behalf of the copyright owner), please notify our DMCA Agent immediately if you believe that (a) any content displayed on the Website infringes your copyright or (b) any link posted on the Website links to materials that infringe your copyright. As soon as we receive your notice of claimed infringement, in the form described below, we will promptly remove or disable access to the materials that are claimed to be infringing (or the subject of infringing activity). Your notice must be in writing and must include the following:
• a description of the specific copyrighted work(s) alleged to have been infringed;
• a description of the material you believe is infringing or the subject of infringing activity, together with enough information to permit us to locate the material on the Website;
• information reasonably sufficient to permit us to contact you, such as your name, address, telephone number and e-mail address;
• a statement that you have a good faith belief that the allegedly infringing use of the material was not authorized by the owner of the exclusive right that is allegedly infringed (the "copyright owner"), an agent for the copyright owner, or by law;
• a statement that all of the information you have provided is accurate; and
• a statement, made under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the copyright owner.
• Your notice must be signed (physically or electronically) and must be submitted via postal mail, fax or e-mail to the DMCA Agent as follows:
Attn: Kristin Selden
29 Ninth Avenue
New York, NY 10014
The trademarks and service marks used or displayed on the Website (collectively, "Trademarks") are registered and unregistered trademarks of Vitra and its licensors or affiliates. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify any Trademarks displayed on the Website without the prior express written permission of Vitra or the applicable trademark owner.
14. Your Feedback
We welcome your comments, feedback, suggestions, and other communications regarding the Website and the information and Products we make available through the Website (collectively, "Feedback"). The Feedback you provide to us through the Website will be and remain our exclusive property. Your submission of Feedback will constitute an assignment to us of all worldwide rights, title and interests in your Feedback, including all copyrights and other intellectual property rights in your Feedback. By submitting any Feedback, you grant Vitra and its affiliates a worldwide perpetual right and license to reduce to practice, exploit, make, use, copy, disclose, display or perform publicly, distribute and modify any Feedback for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any Feedback as to which you do not to grant us these rights.
Any Feedback or email you send to us should identify the sender and not use a false name or anyone else’s name. Your e-mail address and the content of any Feedback or e-mail you send to us will be used to communicate with you and to satisfy any legal and regulatory requirements with regard to customer communications. The information contained in any Feedback or other communication you send to Vitra shall be deemed to be non-confidential and non-solicited, and Vitra assumes no obligation to protect such information from disclosure.
15. Links to the Website
We grant you permission to create hyperlinks to the home page of public pages within the Website, provided that the hyperlink accurately describes the content as it appears on the applicable page of the Website. Under no circumstances may you "frame" the Website or any of its content or copy portions of the Website to a server, except as part of an Internet service provider's incidental caching of pages. When a page of the Website is accessed from a link featured on your web Website, each page within the Website must be displayed in full, without any accompanying frame, border, margin, design, branding, trademark, advertising, or promotional materials not originally displayed on the applicable page within the Website. If you wish to link to the Website other than as described herein, you must get written authorization from Vitra. Please contact email@example.com to inquire further.
16. Third Party Websites and Content
a) The Website may contain links to websites operated by other entities. If you decide to visit any linked Website, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. Vitra makes no warranty or representation regarding, and does not endorse, any linked websites or the information appearing thereon or any of the products or services described thereon. Products, services and content offered to or through linked websites are subject to the terms and conditions made available by those respective websites, and the data collection practices of linked websites will be governed by the respective privacy policies of those websites, not by ours.
b) Vitra may also post or otherwise provide content of third parties (“Third Party Content”) as a service to those that might be interested in this information. Vitra does not guarantee, endorse or adopt the accuracy, completeness, legality, or innocuousness of any Third Party Content. Vitra is not responsible for updating or reviewing Third Party Content. You use Third Party Content at your own risk.
c) You agree that Vitra is not responsible for examining or evaluating for accuracy or otherwise any Third Party Content, and does not warrant and will not have any liability or responsibility for any Third Party Content or websites, or for any other materials, products, or services of third parties. You agree to not use any third-party materials in a manner that would infringe or violate the rights of any other party and that Vitra is in no way responsible for your use.
17. Warranties; Disclaimer
a) Subject to the provisions of paragraph 3 of this Agreement, Vitra warrants that all Products delivered within the scope of these Terms and Conditions will meet the specifications listed at the time of shipment (which may differ from the specifications displayed on the Website and in any applicable written product information (“Specifications”). The warranty for the Products is set forth in the applicable Specifications. If a warranty expiration date is not provided on the relevant Product Specifications, then the warranty for such Product shall last for a period of five (5) years from its date of shipment Should any of the Products prove to not conform to the applicable Specifications, you must promptly notify Vitra with all particulars in support of a warranty claim, and you will then receive a Return Goods Authorization (RGA) and instructions from Vitra. Your sole and exclusive remedy for Products which, upon return to Vitra and upon Vitra’s examination, prove to not conform to the Specifications, shall be, at Vitra’s option, for Vitra to repair or replace such Products, or refund the purchase price of the Products. Vitra’s warranty extends only to the original purchaser of the Products and is not transferable to any other party.
b) EXCEPT FOR THE EXPRESS WARRANTY CONTAINED HEREIN AND IN THE SPECIFICATIONS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VITRA HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WRITTEN OR ORAL, WITH RESPECT THE ACCURACY, AVAILABILITY OR LATENCY OF THE WEBSITE, THE SERVICES OR THE PRODUCTS DESCRIBED ON OR AVAILABLE THROUGH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VITRA, ITS AFFILIATES, OR ANY OF THEIR EMPLOYEES SHALL CREATE A WARRANTY. VITRA ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, ACCURACY, DELETION, MIS-DELIVERY OR FAILURE TO PROVIDE ANY CONTENT, MATERIALS OR SERVICES, OR TO STORE ANY PERSONALIZED USER SETTINGS OR INFORMATION ON THIS WEBSITE. YOUR USE OF THE WEBSITE IS SOLELY AT YOUR SOLE RISK AND THE WEBSITE IS PROVIDED “AS IS.” VITRA MAKES NO WARRANTIES OF ANY KIND THAT THE WEBSITE WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE WILL BE ERROR FREE. TO THE EXTENT A WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD CONTAINED HEREIN.
c) ALL INFORMATION THAT IS CONTAINED IN VITRA’S CATALOGUES, BROCHURES, PUBLICATIONS AND OTHER PRINT OR ELECTRONIC MEDIA HAS BEEN COLLECTED BY VITRA AND IS ACCURATE TO THE BEST OF OUR KNOWLEDGE WITHOUT INVESTIGATION. VITRA ACCEPTS NO LIABILITY WHATSOEVER FOR ANY ERRORS OR MISPRINTS ON THE WEBSITE OR IN ANY SUCH MATERIALS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE WEBSITE IS DOWNLOADED AND USED AT YOUR SOLE DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM FOR ANY LOSS OF DATA OR OTHER INFORMATION THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.
18. Limitation of Liability
a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, WE, ON BEHALF OF OUR PARENTS, AFFILIATES, OFFICERS, DIRECTORS, SPONSORS, EMPLOYEES, AGENTS, SUPPLIERS, AND CONTRACTORS, EXCLUDE AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VITRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PRODUCTS AND THE WEBSITE, OR OTHERWISE RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE PRODUCTS OR THE WEBSITE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY PRODUCTS, CONTENT, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (V) ANY OTHER MATTER RELATING TO THE WEBSITE, YOUR USE OF THE WEBSITE AND ANY PRODUCTS. YOU ASSUME TOTAL RESPONSIBILITY FOR ESTABLISHING PROCEDURES FOR YOUR OWN DATA BACKUP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS.
b) IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU UNDER THIS SECTION 17 EXCEED THE AMOUNT YOU PAID FOR THE PRODUCT(S) IN QUESTION. THIS IS YOUR EXCLUSIVE REMEDY, IN ADDITION TO ANY SPECIFIC PRODUCT WARRANTY UNDER SECTION 16 OF THIS AGREEMENT.
19. Exclusions and Limitations
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. YOUR STATUTORY RIGHTS AS A CONSUMER, IF ANY, ARE NOT AFFECTED BY THESE PROVISIONS, AND WE DO NOT SEEK TO EXCLUDE OR LIMIT LIABILITY FOR FRAUDULENT MISREPRESENTATION.
20. Special Notice for California Residents
Under California Civil Code Section 1789.3, California users of the Site are entitled to receive contact information in order to resolve a complaint regarding any services offered through the Site or to receive further information regarding use of any such service. Please submit any such complaints or questions to the following:
7528 Walker Way
Allentown PA 18106
Attention: Customer Care
Currently there are no charges to the consumer for use of the Website, except for the cost of any Products or services purchased through the Website and any applicable taxes, shipping fees and other charges associated with such purchases.
You are also entitled to this specific consumer rights notice: The Complaint Assistance Unit of the Consumer Information Division of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
You will indemnify and hold harmless Vitra and its parents, subsidiaries, affiliates, officers, directors, sponsors, employees, suppliers and contractors, from any liability, loss, expense or demand, including, without limitation, reasonable attorneys' fees, arising out of any claim made by any third party concerning or relating to (i) any false information you provide to Vitra; (ii) any Feedback you submit to or through the Website; or (iii) your use of the Website, your connection to the Website, your violation of this Agreement, or your violation of law or the rights of anyone else.
22. United States Use Only
This Website is intended for use only by persons located within the United States. Orders for Products will not be accepted from anyone with an address outside United States. We make no representation that the Website or its content is appropriate for use in locations outside the United States. If you access the Website from outside the United States, you will comply with all local rules regarding your use of the Website. Vitra does not knowingly collect any personally identifiable information from any resident of the European Union.
23. Choice of Law, Jurisdication and Time to File Claims
THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES, AND THIS AGREEMENT SHALL NOT BE GOVERNED BY THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. YOU AND VITRA HEREBY CONSENT AND SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE AND COUNTY OF NEW YORK FOR ANY LEGAL PROCEEDINGS RELATED TO, CONCERNING OR ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ALL CLAIMS, DISPUTES AND ISSUES RELATING TO ANY ORDER, AND YOU AND WE EXPRESSLY WAIVE ANY DEFENSE OR OBJECTION BASED ON SUCH VENUE OR INCONVENIENT FORUM. YOU AND VITRA EXPRESSLY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY SUCH CLAIMS, COURT ACTION OR PROCEEDINGS.
REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE WEBSITE, PURCHASE AND USE OF PRODUCTS OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
a) Notice: We reserve the right to send you notices via e-mail or regular mail. We may also display notices or links on the Website as described in this Agreement.
b) Assignment: You may not assign, delegate or otherwise transfer your Account or your obligations under this Agreement. Vitra will have the right, in its sole discretion, to transfer or assign all or any part of its rights under this Agreement and will have the right to delegate or use third party contractors to fulfill its duties and obligations under this Agreement.
c) Severability: If any clause or provision of this Agreement will be held by a court of competent jurisdiction to be invalid in whole or in part, then the remaining clauses and provisions, or portions thereof, will nevertheless be and remain in full force and effect, and the parties will promptly substitute for the invalid provision a valid and binding provision resembling the invalid provision as closely as possible in intent and economic effect.
d) Captions: The captions of each Section are added as a matter of convenience only and will be considered of no effect in the construction of any provision of this Agreement.
e) Attorneys' fees: If any party hereto will bring any suit or action against another for relief, declaratory or otherwise, arising out of this Agreement, the prevailing party will have and recover against the other party, in addition to all court costs and disbursements, such sum as the court may adjudge to be reasonable attorneys' fees.
f) Survival: Sections 1, 2, 10, 12 and 16 through this Section 21 will survive the termination of this Agreement.
g) Waiver: Failure to insist upon strict compliance with any of the terms, covenants and conditions hereof will not be deemed a waiver of such terms, covenants and conditions, nor will any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. No waiver will be valid unless in writing and signed by an authorized officer of Vitra.
i) Force Majeure: Vitra will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency beyond its reasonable control, including, without limitation, internet outages, communication outages, fire, flood, war, or earthquakes.
25. Contact us for any Questions
If you have any questions regarding this Agreement, please contact us by email at
Last updated: June 5th, 2014
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