terms of sale

Terms of Sale

Last revised: July 30, 2019 

 

INTRODUCTION

These Terms of Sale (these “Terms of Sale”), in addition to our terms and conditions of use (the “Terms of Use”) made available separately on this website (this “Site”), govern your purchase of products on this Site. This Site is being offered by Bakerly LLC (“we”, “us”, or “bakerly”).  bakerly may, in its sole discretion and at any time, modify, suspend or discontinue these Terms of Sale and/or this Site or specific portions of it.  Your purchase of one or more products on this Site constitutes your agreement with bakerly to be bound by, and to act in accordance with, these Terms of Sale and the Terms of Use.  These Terms of Sale and the Terms of Use are the sole agreement with respect to your purchase of any product through the Site and specifically make void any terms and conditions that may be included in any documentation you may issue in connection with an order, including without limitation any purchase order or order confirmation.

 

ARBITRATION NOTICE:  UNLESS YOU OPT-OUT AND/OR EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED MORE SPECIFICALLY IN THE TERMS OF USE, YOU AGREE THAT DISPUTES BETWEEN YOU AND BAKERLY UNDER THESE TERMS OF SALE WILL BE RESOLVED BY MANDATORY, BINDING ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

 

ORDERING

Orders for in-stock merchandise are generally processed and shipped within 1-3 business days. Shipment will be by ground service and upon shipment products should arrive between 2-5 business days, although any date or time quoted for delivery is an estimate only as delivery is in the control of our shipping partners and not bakerly.

The purchase of products on the Site is subject to availability and is not guaranteed. If merchandise is currently out-of-stock, we will attempt to flag that on the Site. In the unlikely event that an item you order is out of stock, our Customer Care team will contact you and you will have the option to either place an updated order (without the out of stock item) or cancel the entire order without charge. In either case you can request to be notified by email when the product is back in stock.

Orders will only be shipped and delivered to addresses located within the lower 48 contiguous continental states of the United States, and the District of Columbia.  An order may only be shipped to one delivery address. Once the order has been shipped, you cannot make modifications to the shipping address.  You must contact the shipping partner directly with respect to any questions or issues you may have regarding shipping.

The merchandise you order may arrive in more than one box, but you will not incur any additional shipping charges under such circumstances. The total charges for all shipments, including the shipping charges, will be shown during the checkout process.

You can reorder a previous order by visiting your account page.

 

SHIPPING

We use multiple shipping providers to deliver products. Currently ground shipping is free for orders  over $35. For orders equal to or less than $35, shipping charges will vary based on the quantity of products ordered. We do not ship to any PO Box, APO or FPO addresses.

A shipment confirmation containing the tracking number will be emailed to you when your order ships.

 

Risk of Loss; DISCLAIMERS; releases and indemnification

THE RISK OF LOSS WITH RESPECT TO PRODUCTS SHALL PASS TO YOU WHEN WE DELIVER THE PRODUCTS TO OUR SHIPPING PARTNER. IT IS YOUR SOLE RESPONSIBILITY TO PROVIDE A SAFE AND CORRECT SHIPPING ADDRESS ACCESSIBLE TO OUR SELECTED SHIPPING PARTNER. YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND RELEASE US WITH RESPECT TO ANY AND ALL LIABILITY IN THE EVENT YOU (A) PROVIDE AN INCORRECT DELIVERY ADDRESS DURING THE CHECKOUT PROCESS AND/OR (B) FAIL TO COLLECT THE PRODUCTS FROM THE DELIVERY ADDRESS YOU PROVIDE DURING THE CHECKOUT PROCESS, INCLUDING IN THE EVENT THAT YOUR DELAY OR FAILURE TO COLLECT THE PRODUCTS LEADS TO DESTRUCTION OR SPOILAGE OF PRODUCTS DUE TO WEATHER, THEFT OR OTHER CAUSES OUTSIDE OF BAKERLY’S CONTROL.  ADDITIONALLY, YOU AGREE TO LOOK SOLELY TO ANY THIRD PARTIES THAT PROVIDE SERVICES RELATED TO YOUR PURCHASE OF PRODUCTS ON THIS SITE IN CONNECTION WITH CLAIMS AGAINST SUCH THIRD PARTIES, INCLUDING WITHOUT LIMITATION THAT YOU AGREE TO LOOK SOLELY TO OUR SHIPPING PARTNERS (AND NOT TO BAKERLY) WITH RESPECT TO ANY AND ALL CLAIMS FOR DAMAGE TO PRODUCTS WHILE IN TRANSIT AND YOU AGREE TO LOOK SOLELY TO APPLICABLE CREDIT CARD PROCESSORS (AND NOT TO BAKERLY) WITH RESPECT TO ANY AND ALL CLAIMS RELATED TO CREDIT CARD PROCESSING AND RELATED MATTERS.  YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND RELEASE US WITH RESPECT TO ANY AND ALL CLAIMS DESCRIBED IN THE PRECEDING SENTENCE.

All products provided through the Site are provided on an “as is” basis.  To the extent permitted by applicable law, bakerly disclaims all warranties of any kind, either express or implied, including without limitation, implied warranties of merchantability and fitness for a particular purpose.

You agree, at your own expense, to defend, indemnify and hold harmless bakerly, its officers, agents, employees and members, from and against any and all losses, costs, damages, claims, liabilities or expenses of any kind, including without limitation reasonable attorneys' fees, to the extent arising out of or resulting from, directly or indirectly, any claims with respect to: (i) your violation of these Terms of Sale and/or applicable laws, regulations and other governing authorities; or (ii) your acts or omissions (including without limitation any modification to, or improper use of, products purchased through the Site.

 

PRICING & DESCRIPTION ERRORS

We do our best to describe every item or product offered on the Site as accurately as possible. However, we do not warrant or guarantee that product descriptions, specifications, or pricing on our Site is complete, accurate, reliable, current or error-free. Additionally, while we have tried to accurately display the colors and other characteristics of products on the Site, the actual colors and characteristics you see will depend on your monitor and may not be accurate.  In the event of any errors relating to the pricing, characteristics or specifications of any item or product, bakerly shall have the right to refuse or cancel any orders in its sole discretion. If we charged your credit card or other payment account prior to cancellation, we will issue a credit to your account in the amount of the charge.

 

PAYMENT METHODS

We currently accept Visa, Mastercard, American Express, PayPal, Google Pay, Apple Pay and Amazon Pay. Your credit card will be charged when your order is shipped. If the issuer of your payment card refuses to or does not, for any reason, authorize payment to us, we will not be liable to you for any delay or non-delivery of your order.

If you wish to purchase any product made available through the Site, you may be asked to supply certain information relevant to your transaction, including without limitation your credit card number, the expiration date of your credit card, your billing address, and your shipping information. As of the Effective Date first noted above, our secure payment processor is Stripe.  You should review information about Stripe’s data handling policies and terms of service, available from their website (https://stripe.com/us/privacy).  Please see the bakerly privacy policy for information about the collection, use and protection of your information.

YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION. By submitting such information, you grant us or the third party collecting that information on our behalf the right to provide such information to third parties for purposes of facilitating the completion of transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any transaction.

 

CANCELLATIONS

Once you submit an order on the Site, we can’t guarantee changes or cancellations after the order has been submitted. If you would like to have us attempt to make changes to, or cancel, your order following submission, please contact Customer Service at:

Telephone: 1-786-539-5888- Monday through Friday 9:00 AM-6:00 PM (Eastern Time)

E-Mail: mooo@bakerly.com

Any order cancelled by bakerly will be promptly refunded.

 

RETURNS & REFUNDS

You acknowledge and agree that the products are perishable, that you must inspect them upon receipt and that we do not accept returns.  If you are not satisfied with any products upon inspection, please contact Customer Service.  bakerly will evaluate all claims and, if bakerly determines a product is defective due to the acts or omissions of bakerly, then we may re-ship the applicable product, issue a refund or credit the purchase price to your account for use against future sales, as we determine.  bakerly reserves the right to require evidence supporting any claims (including, without limitation, photographic evidence).  We can only refund the credit card on file.

We reserve the right to deny any claim if it is unsupported or if you fail to comply with these Terms of Sale.

 

PRICES

All prices shown on the Site are in U.S. Dollars and, unless otherwise noted, are exclusive of packaging, freight, insurance, customs, duties or similar taxes or levies.

We reserve the right to change prices at any time without notice to you, provided that any changes made after your order is submitted will not apply retroactively. bakerly auto delivery service and other subscription orders are deemed to be submitted as of the date of the respective shipment.

 

DISCOUNTS & PROMOTIONS

We occasionally offer discounts and coupons codes. While the terms and conditions for each promotion will vary, most of our offers last for a limited time, and have associated promotional codes that can only be used once per customer and cannot be combined with other offers. Promotional shipping offers will apply to orders that meet the particular promotional guidelines, such as the applicable merchandise total (before tax and shipping/handling charges are applied) and the requirement that the order be shipped to a single address. Generally, shipping promotions will only apply to standard shipping, unless otherwise noted. We reserve the right to reject or cancel any order that does not comply with these Terms of Sale. In the event of any inconsistency between the discount code terms and conditions and these Terms of Sale, the discount code terms and conditions shall prevail.

 

Limitations of Liability 

NEITHER BAKERLY NOR ITS OFFICERS, AGENTS, EMPLOYEES, MEMBERS OR ASSIGNS, IS OR SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS OF SALE OR THE MANUFACTURE OR SALE OF PRODUCTS HEREUNDER, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY YOU OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. BAKERLY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO SALES OF PRODUCTS TO YOU HEREUNDER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS GIVING RISE TO THE CLAIM.

 

Force Majeure

bakerly shall not be liable or responsible to you, nor be deemed to have defaulted under these Terms of Sale, for any failure or delay in fulfilling or performing any term hereof, when and to the extent such failure or delay is caused by or results from acts beyond bakerly's reasonable control, including, without limitation: (i) acts of God; (ii) flood, fire, earthquake or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) applicable laws, regulations and other governing authorities; (v) actions, embargoes or blockades; (vi) action by any governmental authority; (vii) national or regional emergency; (viii) strikes, labor stoppages or slowdowns or other industrial disturbances; and (ix) shortage of adequate power or transportation facilities.

 

SUBSCRIPTION – AUTO DELIVERY SERVICE

The bakerly auto delivery service is our subscription service that automatically delivers products on a recurring basis (e.g., every 1, 2, or 3 months). You can join bakerly auto delivery service by selecting the bakerly auto delivery option on a product page and checking out.

You can add products, skip shipments, edit shipping information, or cancel your order at www.bakerly.com/login.

BY SIGNING UP FOR BAKERLY SUBSCRIPTION – AUTO DELIVERY SERVICE - WITH A RECURRING SHIPMENT, YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AND YOUR ORDER WILL AUTOMATICALLY BE PROCESSED AND SHIPPED ON A RECURRING BASIS AS SELECTED BY YOU UNTIL YOU END YOUR SUBSCRIPTION OR CANCEL YOUR RECURRING ORDER. Your payment method will automatically be charged for each successive shipment at the then-current price until you provide prior notice that you wish to cancel your subscription or change your product selection. Notwithstanding anything to the contrary contained herein, prices are subject to change at any time during the term of your subscription. To cancel your auto delivery subscription, log into your account. From the account dashboard menu, click on ‘Manage My Subscription’. Here you will see a list of your product subscriptions. Click ‘Cancel’ next to the item you’d like to cancel. Confirm you’d like to cancel the product by clicking ‘Cancel Subscription’ in the next window. If you are subscribed to multiple products, you’ll need to cancel each product individually using the above steps.

 

MISCELLANEOUS

All rights, duties and obligations of the parties hereunder which by their nature should apply beyond the term of these Terms of Sale, or which should apply in order to give proper effect to their intent, will remain in force following delivery and payment for products sold hereunder (including without limitation terms related to indemnification, release and limitation of liability).  Any provision hereof which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.  All rights and remedies provided in these Terms of Sale are cumulative and not exclusive, and the exercise of any right or remedy by bakerly does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute or otherwise.  These Terms of Sale and the sale of products hereunder shall be enforced in accordance with and governed by the laws of the state whose laws govern the Terms of Use, excluding (i) its conflict of laws provisions and (ii) the United Nations Convention for the International Sale of Goods, and any disputes with respect hereto shall be resolved solely pursuant to the mandatory arbitration terms as set forth below.  Nothing herein, express or implied, confers on any third party any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms of Sale.

 

MANDATORY ARBITRATION

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR COUNTERCLAIM ARISING UNDER OR IN ANY WAY RELATED TO THESE TERMS OF SALE, THE SALE OF PRODUCTS, OR THE CONSUMPTION OF SUCH PRODUCTS HEREUNDER UNDER ANY THEORY OF LAW OR EQUITY, WHETHER NOW EXISTING OR HEREAFTER ARISING.  Unless you opt-out, you agree that all disputes between you and bakerly (whether or not such dispute involves a third party) with regard to your relationship with bakerly, including without limitation disputes related to these Terms of Sale, the sale of products hereunder, or your consumption thereof, will be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and you and bakerly hereby expressly waive trial by jury. As an alternative, you may bring your claim in your local "small claims" court, if permitted by that small claims court's rules. You may bring claims only on your own behalf. Neither you nor bakerly will participate in a class action or class-wide arbitration for any claims covered by this Agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if bakerly is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. Judgment on the award rendered by the arbitrator shall be issued to both parties in a writing setting forth in reasonable detail the reasoning for the decision and award and such award may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use.

You may opt out of this agreement to arbitrate. If you do so, neither you nor bakerly can require the other to participate in an arbitration proceeding. To opt out, you must notify bakerly in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out:

Bakerly LLC

2600 Douglas Rd, Suite 410

Coral Gables, FL 33134

You must include your name and residence address, the email address you use for your bakerly account, and a clear and specific statement that you want to unconditionally opt out of this arbitration agreement.

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with bakerly.