TERMS AND CONDITIONS OF SALE
1.1. The following terms and conditions apply to all orders placed by a client or customer (hereinafter referred to as ”You” or ”the Buyer”) at ”antelopeaudio.com” (the “Website”). The on-line store at the website is operated by Earbyte Inc., a corporation, registered under the laws of the United States, state of Michigan, having a principal place of business at 320 Miller Avenue, 190, Ann Arbor 48103, MI, USA and dba Antelope Audio (hereinafter referred to as “Seller” or “We”). The Website itself is operated by the manufacturer of Antelope Audio branded products. Please note that your use of the Website will be governed by the separate terms and conditions of use which can be found on the Website at https://en.antelopeaudio.com/legal-terms/terms-of-use/. This Terms and conditions of sale applies only for the sale purchase relations between you, as Buyer and Earbyte Inc. as Seller.
1.2. The below Terms and Conditions of Sale (“Terms”) represent the entire agreement between the Seller and the Buyer, where Buyer agrees to be legally bound by them. If the person who is accepting these Terms is doing that on behalf of another person or company or other legal entity, this person represents and warrants that has full authority to bind that person, company or legal entity to this agreement. Placing an order at the antelopeaudio.com shall be deemed as explicit acceptance of this Terms. Should, for any reason You do not understand and/or disagree with any of the terms and conditions contained here below, You shall not place an order.
1.3. Should any provisions affixed to the purchase order or other communication from Buyer conflict with these Terms, these Terms shall prevail. Seller’s failure to object to provisions contained in any communication/order from Buyer shall not be deemed a waiver of the provisions herein or acceptance of the said provisions. Any exclusion in application or alteration of the provisions of these Terms shall specifically be agreed to in writing.
1.4. The inclusion of any products or services on the Website at a particular time does not imply or warrant that these product
II. TERMS OF SALE
SECTION A – Terms of sale applicable to all online purchases of physical products
2. Placing an order
2.1. The products displayed on the Website and information about the products and the prices on the Website are an invitation to place an Order only and do not constitute an offer by us to you to purchase the Products. All orders placed by Buyer are subject to explicit acceptance or cancellation by Seller. Seller is not legally bound for any availability, based on the statements or description of its products published at its official website.
2.2. An Order is placed on the Website when you click the “Proceed to Payment” button on our order form. Placing of such Order will constitute an offer by you to purchase the selected products subject to these Terms. You should review the Order and correct any incorrect details before pressing the “Proceed to Payment” button. Please be advised that pressing this button will direct you to a payment page and will require payment, before the Order is held active.
2.3. We shall acknowledge receipt of your Order with an acknowledgment email after receiving payment. This e-mail is an informative replay, and is not an order confirmation or an order acceptance by us.
2.4. The Order shall only be accepted by us when we send a confirmation email to you from us, which shall create a sale contract, which is subject to these Terms. The date of the sale contract shall be the date on which we issue the confirmation email. This e-mail will inform you that the ordered product is shipped.
2.5. If you receive an acknowledgment email or confirmation email for an Order which you did not place, or if the details in the acknowledgment email or confirmation email do not match the Order which you placed, you must contact firstname.lastname@example.org to cancel the Order or correct the details.
2.6. If for any reason we are unable to fulfill your order, we will let you know at the earliest opportunity. If we have already received payment for such order, we will attempt to refund the applicable amount using the same method used to make the payment. If, for any reason, alternative arrangements are necessary, Seller’s representative will contact you to settle the refund.
3. Prices and Payments
3.1. The Website contains a large number of products and it is always possible that some of the products listed on the Website may be incorrectly priced. Where products have been incorrectly priced we will, at our discretion, either contact you for instructions before dispatching the products, or reject your Order and notify you of such rejection. For the avoidance of doubt, we are under no obligation to supply the products at the incorrect price.
3.2. Unless otherwise agreed in writing, all payments can be made by using one of the following payment methods (all fees are borne by the Buyer):
Credit Cards: Diners Club; JCB; Discover; American Express; MasterCard; VISA;
3.3. Payment by any credit card or debit card is subject to authorization by the credit card issuer when the Order is placed. If such authorization is refused to us, we will not be liable for any delay or non-delivery of the products and the sale contract will be deemed to be cancelled.
3.4. Seller requires payments in advance and as a precondition for dispatching the ordered Products.
3.5. We provide free shipping for our products, unless otherwise determined and displayed before placing an order.
3.6. The prices displayed at the Website include the statutory Value Added Tax (if applicable). All prices are exclusive of any other taxes, duties, levies or other like charges arising outside the shipping point in connection with the performance of the Contract or tax applicable to the import or sale of any product, custom clearance fees, excise duties etc. Such taxes, when applicable, shall be paid by Buyer unless Buyer provides a proper tax exemption certificate.
4. Delivery. Transfer of title and risk
4.1. Unless otherwise agreed in writing by the parties, Seller reserves the right to select the mode of transport and the identity of the carrier. Buyer has no right to direct or reconsign any shipment to any destination other than that specified in the bill of lading without Seller’s written consent. Buyer shall be responsible to pay for all shipping and transportation costs incurred for breach of this restriction.
4.2. Seller’s written Order confirmation shall be authoritative for delivery time, mode, quantity and price. Seller may deliver products in one or more consignments and invoice each consignment separately. Seller’s delivery dates are estimates only and Seller is not liable for delays in delivery, delivery of Products in advance to the date quoted for delivery. Though we aim to deliver within the communicated time frame, delivery may take longer due to unexpected events.
4.3. Seller shall not be liable for failure to perform due to causes beyond the reasonable control of the Seller, nor shall the carrier/shipper be deemed an agent of the Seller. A delayed delivery of any part of an accepted order does not entitle Buyer to cancel other deliveries.
4.4. Title and risk of loss or damage pass to the Buyer upon delivery of the products to the Buyer.
4.5. All orders made from clients at the territory of Europe will be shipped directly from the manufacturer’s warehouse in the Republic of Bulgaria, i.e. the company Elektrosfera Ltd. The products will be accompanied by an invoice issued by the manufacturer, who is delivering the ordered products at Seller’s instruction and on its behalf. For the avoidance of doubt, this shall not change the Seller-Buyer relations.
SECTION B – Terms of sale for all digital content (downloadable software)
5. Ordering/Conclusion of Contract
5.1. Seller is qualified as an Authorized dealer of Antelope Audio branded products, including Software. Buyer has two different ways to purchase Software content from Seller:
(a) Directly by placing an order at the Website for a digital content itself; or
(b) By ordering a bundle, including hardware and a software element.
5.2. When Buyer orders and purchases Software at the Website the following procedure shall apply:
(i) Placing an order for a Software product at the Website;
(ii) Making the payment through one of the available payment methods (see art.3.2);
(iii) We shall acknowledge receipt of your Order with an acknowledgment email. This e-mail is an automatic replay and is not an order confirmation or an order acceptance by us.
(iv) Once the payment is confirmed and without undue delay, we will send you an Order confirmation e-mail with a License Access Key to be used for downloading the purchased Software.
By placing an order on the Website, You agree that You are placing a binding offer to purchase digital content. Your order is accepted, and contract concluded once We have sent you Order confirmation by e-mail (“Purchase confirmation message”).
(v) (v) Following the receipt of the Purchase confirmation message containing your License Access Key You have to log in to your Antelope Audio account (or create one) at the Website and go to the CLAIM FEATURES page.
(vi) You will be asked to fill in the License Access Key and to accept terms and conditions of the Antelope Audio End User License Agreement. This agreement is a direct contract between You and the manufacturer of the Software and determines the terms and conditions of using the software license. You can read it in advance here: https://en.antelopeaudio.com/legal-terms/eula/.
Should You, for any reason, do not understand and/or disagree with any of the terms and conditions contained in the End User License Agreement, Please DO NOT order that Software or if already ordered please do not claim the Key.
You hereby expressly agree that the supply of the digital content begins immediately after clicking on the “CLAIM” button. If this is before the expiration of the 14-days withdrawal period (starting from the conclusion of the contract) you expressly agree with the start of the performance of the contract before the expiration of the cooling-off period and acknowledge your understanding that such consent waives your withdrawal right (right to cancel the contract) with regard to the digital content claimed.
5.3. When Buyer purchases a bundle with a software separate element Buyer will receive the License Access Key together with the delivery of the physical product. Following that delivery Buyer shall follow steps (v) and (vi) above.
6. Other terms
All other terms and condition designated under art.3 apply accordingly for digital content sale.
III. ACCEPTANCE. NO RETURNS
7.1. Shipments will be deemed to have been accepted by Buyer upon delivery of the said shipments to Buyer unless rejected upon receipt. Any discrepancy in shipment quantity must be reported at the time of delivery.
7.2. Except in the events of Section IV below, Seller’s products are not returnable after purchase.
IV. RIGHT TO CANCEL THE CONTRACT (RIGHT OF WITHDRAWAL)
8. Right of withdrawal
8.1. This Section IV applies to Consumers only, where “Customer” shall mean any individual, who is acquiring goods or services or digital content, which are not intended for execution of business of professional activity, and any individual, who is purchasing outside the course of his or her business or trade.
8.2. If you are a Consumer, you have a right of cancellation in the event of distance contracts (orders through our on-line store) pursuant to the conditions determined in this Section IV.
8.3. Customer is entitled to cancel the sale and purchase agreement for the products (except when the exclusions under art.12 below applies) without giving any reason and without any indemnification or penalty, within 14 days from:
– the date of delivery of the products to the Buyer or to a third party, indicated by Buyer (other than the carrier) – for sale of physical products;
– the date the contract has been concluded (i.e. the Purchase Confirmation message has been sent) – for the sale of digital content.
8.4. When Customer exercises his right of withdrawal from the contract, Customer shall send or deliver the products back to Seller, or a person authorized by him, without undue delay and not later than 14 days from the date, on which Customer informed Seller about their decision to withdraw from the contract.
9. Payments and cost covering
9.1. When Customer exercises his right of withdrawal from the sale contract, Seller shall refund to Customer all payments received by Seller from Customer, within 14 days from the date Seller was informed of the Customer’s decision to withdraw from the contract. Seller may withhold payment of the amounts to be refunded to Customer, until Seller receives the goods or until Customer provides evidence of having sent the goods back, depending on whichever of the two occurs earlier.
9.2. Seller shall refund the amounts received from Customer, using the same means of payment used by Customer in the initial transaction, unless Customer has expressly given consent to the use of another means of payment. Seller shall not be obliged to reimburse the additional costs for delivery of the goods, when Customer has expressly chosen a way of delivery of the goods, other than the least expensive type of standard delivery offered by Seller.
9.3. Seller may deduct the amount of the transaction costs incurred by the Seller with regard to the canceled contract, from the amount to be refunded, unless prohibited by Customer’s local law. The deduction may not exceed 4% of the product’s price.
9.4. Customer shall pay the direct costs for returning the products, such as shipping costs, taxes, customs etc.
9.5. Customer has to pay reimbursement for value for the worsening of the item and for utilization insofar as the utilizations or the worsening are to be traced to handling of the item that goes beyond inspecting its characteristics and method of functioning. “Inspecting the characteristics and the method of functioning” is understood to be testing and trying out the respective goods as is possible and typical in a retail shop. Seller reserves the right to deduct these costs from the refund of the purchase price Customer paid.
10. Way to exercise the withdrawal right
10.1. To exercise the right of withdrawal, you must inform us:
(a) By Email. Customer may email Seller at email@example.com expressing its explicit will to cancel the contract. Customer shall provide its name, address, details of the order and, where available, phone number and email address. If Customer use this option Seller will return an e-mail confirming the receipt of the withdrawal notice, or
(b) By post.
For Customers domiciled or established in Europe: the cancelation notices shall be sent to 6 Joan Pavel II Sq., Sofia, Bulgaria, for Elektrosfera Ltd.
For customers domiciled or established outside Europe: the cancelation notices shall be sent to 320 Miller Avenue, 190, Ann Arbor 48103, MI, USA.
10.2. Customer may use the following form (optional) or simply write to us in an unambiguous way, including the information required in the form.
Model Cancellation Form
(Complete and return this form only if you wish to withdraw from the contract)
For physical products ordered from Europe
For physical products ordered from outside Europe
Return to the following address:
Bulgaria,Sofia 1164, Sq.Papa Joan Pavel II, No.6 for Antelope Audio.
To the address determined in the RMA
I/We ………………………..[*] hereby give notice that I/We ……………………….[*] cancel my/our [*] contract of sale of the following goods [*]/for the supply of the following service [*],
Ordered on /received on:
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
11. Return of the products
11.1. Once we have received your withdrawal decision we will provide you with a Return Merchandise Authorization Number (RMA#) as well as return instructions. To avoid problems at the time of receipt, clearly write your RMA# on the outside of the package and include a copy of your RMA confirmation-mail within the package.
11.2. Customer shall return the purchased products to the shipping point, the product has been initially shipped from, i.e.:
(i). For products shipped to Europe – to the address of the manufacturer (Elektrosfera Ltd), as determined above in the Model Cancelation Form and notified in the RMA;
(ii) For products shipped outside Europe – to the address of the shipping point, as determined above in the Model Cancelation Form or to other address, notified in the RMA.
11.3. Customer shall preserve and properly pack the products for back return, so as to minimize damage during transportation. When packing for back return Customer shall use all original packing materials provided by Seller. All damages caused to products due to improper packaging shall be covered by and at the expense of the Customer.
12. Exclusions – non-cancelable and non-returnable items
The right to withdraw from an agreement concluded remotely does not apply in the case of agreements regarding the delivery of digital content (Software), which are not recorded on a physical carrier. The right of withdrawal, in the case of delivery of software does not apply in a situation in which the consumer has purchased digital content, and has downloaded that content or received the activation code for such via email. This is due to the nature of the product purchased. By acknowledging the information provided on the right of withdrawal, the consumer expressly agrees to the execution of the contract by the company before the expiration of the withdrawal period and the consumer confirms their knowledge that they will lose their right to withdrawal with the beginning of the execution of the contract.
V. LIMITED PRODUCT WARRANTY
13.1. Except as specified below, physical products sold hereunder shall be free from defects in materials and workmanship and shall conform to Seller’s published specifications or other specifications accepted in writing by Seller. The foregoing warranty does not apply to any products which have been subject to misuse, neglect, accident or modification or which have been soldered or altered such that they are not capable of being tested under normal test conditions. Seller shall make the final determination as to whether its products are defective.
13.2. The Seller’s entire liability and your exclusive remedy for any Antelope Audio branded product that is not operating in accordance with its published technical specifications is at Seller’s discretion:
1) to repair the Product at Seller’s expense using new or equivalent-to new refurbished parts in good working condition; or
2) to replace the Product at Seller’s expense with a product with equivalent functionality formed from new and/or equivalent-to new refurbished parts in good working condition, or
3) to refund the price paid. Should Seller decide to refund the price paid, it may deduct from the paid Product’s price any damages caused to the Product;
where, within fourteen (14) days of the expiration of the warranty period, (i) Seller has received written notice of any nonconformity; (ii) within 30 days of the expiration of the Warranty Period and only after Seller’s written authorization, Buyer has returned the nonconforming product to Seller; and (iii) Seller has determined that the product is nonconforming and that such nonconformity is not the result of improper installation, repair or other misuse.
13.3. Buyer shall follow the Antelope Audio Limited Warranty Policy available at https://support.antelopeaudio.com/support/solutions/articles/42000026324-antelope-audio-limited-warranty-policy If the Limited Warranty Policy requires a direct contact with the manufacturer and its support center, Buyer may contact it directly. All relations between the Seller and the manufacturer will be arranged internally.
13.4. THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SELLER WILL NOT ASSUME OR AUTHORIZE ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH ITS PRODUCTS.
13.5. For customers covered by consumer protection laws or regulations in their country of purchase or, if different, their country of residence, the benefits conferred by Antelope Audio’s Limited Warranty are in addition to, and not instead of, rights and remedies conveyed by such consumer protection laws and regulations and it does not exclude, limit or suspend buyer’s rights arising from consumer law and consumer’s right to the legal guarantee. Consumers have the right to choose whether to claim service under the Antelope Audio Limited Warranty (i.e. commercial guarantee) or under their consumer law rights (i.e. to claim the legal guarantee).
V.A. LEGACY & EOL PRODUCTS
(New Section with amendment dated …. February 2020)
13.1.A. Legacy Products are those that are not in their active life cycle, are not manufactured or are replaced with newer version or generation of same product line.
13.2.A. The technical support Legacy product as such will still function and work with the latest versions of their software and firmware that is supported according to the recommended system requirements per product specification.
13.3.A. Products that are in their Legacy or EOL phase (specified as such by the manufacturer) won’t be supported with feature updates and have some other support specifics, which shall be considered before purchase.
13.4.A. Detailed information about Antelope Audio’s Legacy & EOL Products Policy is available at: ……………………………… Please make sure to check Antelope Audio’s Legacy table (at the provided link) for latest information on Antelope Audio legacy products before you place your order.
VI. LIMITED LIABILITY
14.1. Buyer shall not be entitled to, and Seller shall not be liable for, loss of profits or revenue, promotional or manufacturing expenses, overheads, business interruption cost, loss of data, removal or installation costs, injury to reputation or loss of buyers, punitive damages, IPR infringement, loss of contracts or orders or any indirect, special, incidental or consequential damages of any nature.
14.2. To the extent permitted by law, Buyer’s recovery from Seller for any claim shall not exceed the purchase price paid for the affected products irrespective of the nature of the claim whether in contract, tort, warranty, or otherwise.
14.3. Buyer will indemnify, defend and hold Seller harmless from any claims based on:
a) Seller’s compliance with Buyer’s designs, specifications, or instructions,
b) modifications of any products by anyone other than Seller,
c) use in combination with other products.
VII. TECHNICAL ASSISTANCE OR ADVICE
If technical assistance or advice are offered or given to Buyer, such assistance or advice is given free of charge and only as an accommodation to Buyer. Seller shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of Seller’s representatives in connection with the Products or Services constitute a representation or warranty, express or implied..
VIII. CONFIDENTIAL INFORMATION
Unless otherwise agreed to in writing, Buyer shall retain in strict confidence and, except as otherwise expressly provided in these Terms, not use or disclose to others any and all information received from the Seller, including but not limited to know-how, compilations, processes, plans, blueprints, technical information, new product information, test procedures, product samples, or specifications as well as commercial and other information or data considered confidential in nature, whether communicated in writing or orally (Confidential Information); provided, however, that Confidential Information shall not be deemed to include (a) information that, at the time of disclosure, is in the public domain or becomes part of the public domain by publication or otherwise through no act of the party receiving it, (b) information that Buyer can conclusively establish was in its possession before the time of disclosure to it and was not acquired directly or indirectly from the disclosing party or any of its employees or affiliates, or (c) information that is independently made available as a matter of right by a third party who has not violated a confidential relationship with the Seller.
Buyer represents, covenants, and warrants that it will do nothing that will create any liability on the part of the Seller by reason of Buyer’s activities, other than as set forth in these Terms and Buyer shall indemnify, defend, and hold harmless the Seller from any claim, loss, damage, fine, judgment, cost, or expense (including, without limitation, attorney fees) arising from the negligence of Buyer, Buyer’s agents, employees or representatives in the installation, use, sale or servicing of Seller’s Products or arising from any representation or warranty made by Buyer, its agents, employees or representatives with respect to Seller’s Products that exceed Seller’s limited warranty.
X. INTELLECTUAL PROPERTY
The Seller shall be the exclusive owner or authorized user of all patent or patent rights, trademarks, trade names, trade dress, and other trade designations, copyrights, and other industrial or intellectual property rights relating in any way to the Products or the Seller and all goodwill developed in connection with the same (Intellectual Property). Buyer may use the Intellectual Property in connection with the personal use of the Products only. If Buyer develops or acquires, directly or indirectly, any right in any of the Intellectual Property, it will immediately assign to the Seller all of its rights in it.
XI. TRADE DESIGNATIONS
The Products may bear various trademarks, trade names, trade dress, or other trade designations placed on them by the Seller or by the manufacturer (Trade Designations). Buyer acknowledges that the Seller/manufacturer or their licensors are the sole and exclusive owner of all rights with respect to Trade Designations and covenants that no Trade Designations shall be (a) removed, modified, concealed, or covered by Buyer or (b) otherwise used without the Seller’s prior written consent. Nothing in this Terms shall be deemed as Seller’s granting any license to Buyer to use Seller’s or manufacturer’s name and trademarks.
15.1. Force Major
Seller shall not be liable for any damage or penalty for delay in delivery or for failure to give notice of delay when such delay is due to the elements, acts of god, acts of the Buyer, act of civil or military authority, war, riots, concerted labor action, shortages of materials, or any other causes beyond the reasonable control of the Seller. The anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision.
15.2. Export Regulations
Buyer agrees to comply fully with all laws and regulations concerning the purchase and sale of products. In particular, Buyer agrees to comply with the Export Administration Regulations of the United States in so far as they apply to the sale of products.
15.3. Assignment and subcontracting
Seller shall be entitled at all times to assign its rights under these Terms (in whole or in part) or to subcontract any part of the work or services to be provided under the contractual relationships between the Seller and Buyer as it deems necessary or desirable.
15.4.1. If any provision of these Terms is found to be invalid or unenforceable under the law, that provision will be limited or eliminated to the minimum extent necessary so that the Terms otherwise will remain in full force and effect and enforceable.
15.4.2. Failure by Seller to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
15.5. Applicable law
Unless otherwise agreed in writing, the terms and conditions contained herein shall be governed by and construed under the laws of the State of Michigan, USA. Any dispute, controversy or claim arising under, out of or relating to this Standard Terms and/or to the Dealership Agreement or the breach thereof shall be settled by arbitration administered by the American Arbitration Association and held at its Detroit Area office in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
15.6. Terms Updates
Seller may update these Terms from time to time. The Buyers are advised to check the current terms before placing another order.
Last Updated: February 2020 (Previous updates – 6th of January, 2020)