Authorized Retailer Terms of Sale

Last Updated: 1 November, 2022

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.

These terms and conditions (these “Authorized Retailer Terms of Sale”) apply to your use (as either an Authorized Retailer or an applicant to become an Authorized Retailer (in each case, “you,” “your,” or “yours”)) of the Authorized Retailer Gallery (defined below) and the purchase of products (“Products”) sold to you by Astral Vessels LLC, a Colorado limited liability company (“Astral Vessels,” “us,” “we,” or “our”), whether or not sold through astralvessels.com (the “Website”). For the avoidance of doubt, the Terms of Sale publicly posted on the Website relating to consumer transactions (the “Consumer Terms of Sale”) do not apply to any transaction between you, as an Authorized Retailer, and Astral Vessels and any reference in other documentation of Astral Vessels (e.g. the Website Terms of Use) to the Consumer Terms of Sale shall be deemed to reference these Authorized Retailer Terms of Sale with respect to your use and transactions. For purposes of these Authorized Retailer Terms of Sale, “Authorized Retailer” means any applicant that has (1) received an email from Astral Vessels indicating that their “Application to be an Authorized Retailer of Astral Vessels” (the “Application”) has been accepted and (2) has placed an initial wholesale purchase order consisting of at least ten (10) items with a total cost of at least $2,500, excluding any taxes and shipping charges, that we have accepted such purchase order according to the terms set forth below (collectively, your “Appointment”).

These Authorized Retailer Terms of Sale are subject to change by Astral Vessels upon 30 days’ notice in our sole discretion, and such changes will govern any subsequent transactions between Astral Vessels and the Authorized Retailer. We will provide notice of changes to these Authorized Retailer Terms of Sale by sending an email to the business email address that you provide to us.

Appointment

Upon your Appointment as set forth above, you will become a non-exclusive Authorized Retailer of Astral Vessels and will be authorized to resell Astral Vessels Products, subject to the terms and conditions set forth herein.

No Franchise or Business Opportunity Agreement

You agree that both Astral Vessels and you, as Authorized Retailer, are independent contractors and nothing in this agreement shall be deemed or construed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity between you and Astral Vessels. Neither you nor Astral Vessels, by virtue of this Agreement, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other party. Each party assumes responsibility for the actions of their personnel under these Authorized Retailer Terms of Sale and will be solely responsible for their supervision, daily direction and control, wage rates, withholding income taxes, disability benefits, or the manner and means through which the work under these Authorized Retailer Terms of Sale will be accomplished. Except as provided otherwise in these Authorized Retailer Terms of Sale, you have the sole discretion to determine your methods of operation, your accounting practices, the types and amounts of insurance you carry, your personnel practices, your advertising and promotion, your customers, and your service areas and methods. The relationship created by these terms is solely that of supplier and retailer. If any provision of these Authorized Retailer Terms of Sale is deemed to create a franchise relationship between the parties, then Astral Vessels has the right to immediately terminate this Agreement.

Pricing and Terms of Sale

Purchase Prices. We will sell Products to you at the wholesale prices then specified in the online, password-protected Authorized Retailer’s Gallery. All such prices are exclusive of all sales, use, excise and similar taxes imposed by any governmental authority. Astral Vessels will sell Products directly to the general public at the retail prices specified in the Public Gallery. Because we value the unique experience that a retail store can provide, we agree that we will not offer directly to the general public any Product that is currently for sale in the Authorized Retailer Gallery unless our advertised sale price for such public offering is at least THREE TIMES the wholesale price listed in the Authorized Retailer Gallery.  For purposes of these Authorized Retailer Terms of Sale: (i) “Public Gallery” means the online store on the Website where goods are offered for sale directly to the general public without requiring a login and (ii) “Authorized Retailer Gallery” means any password-protected online store on the Website that is labeled “wholesale” or otherwise indicated to be for the use of Authorized Retailers.  

Resale Prices. You, as an Authorized Retailer, have the unilateral ability to establish your own resale price and terms regarding the Products that you sell.

Shipment Liability. All prices are F.O.B. point of shipment by Astral Vessels. Title and risk of loss or damage to the Products shall pass to you upon delivery of such Products to the carrier at such point of shipment. 

Exchanges. Subject to approval in our sole discretion, purchased Products may be returned within 14 days of delivery, but only for exchange with other Products of equal or lesser value then offered for sale in the Authorized Retailer Gallery, and not for a refund of any monies paid. In the event a Product is exchanged for a Product of lesser value, no additional cash or other value will be due to you. 

To return products, you must first call 1.303.578.9561 or send an email to info@astralvessels.com and request our authorization. If we authorize your return, we will provide you with a Return Merchandise Authorization (“RMA”) number that must be clearly printed on the outside of the package or referenced on the air bill of your return shipment. No returns of any type will be accepted without an RMA number.

Shipment of Return Items. After we have authorized the return and provided your RMA number you must ship the product by USPS to: Astral Vessels, P.O. Box 1551, Boulder CO, 80306. You are responsible for the shipping, insurance and all related charges of returning any items. Title and risk of loss pass to Astral Vessels only upon our receipt of the products from the carrier, and as we will only provide refunds for products that we receive in original, as-new condition, we strongly recommend that you pack your return items carefully and insure the shipment against loss or damage for the full value of the contents. Be sure to choose a USPS package service that offers coverage for the full value.

Refund of Initial Purchase. You may request a refund of the total amount (and not less than the total amount) of your initial purchase of Products at the initiation of your Authorized Retailer appointment. To be eligible to obtain such refund, you must request that the total amount of your purchase be refunded within 5 business days of such purchase and you must then ship the return to us within 5 days of receiving the RMA number from us. For the avoidance of doubt, no cash refunds are available on any Products except the Products purchased under your initial transaction as an Authorized Retailer.

Price Changes. Astral Vessels may amend the prices of its Products available through the Authorized Retailer Gallery at any time without prior notice to its Authorized Retailers. Any such changes have no effect on Products purchased prior to such change.

Delivery of Products

Timely Shipment. All orders for Products placed by you and accepted by us will be filled as soon as practicable. Notwithstanding the foregoing, delivery dates set forth in any purchase order or confirmation thereof shall be deemed to be estimated unless otherwise indicated by us in writing.  

Product Changes. We have the right, at any time, to effect changes in, or to discontinue the manufacture of, any of our Products, as well as any component parts or accessories, without incurring any liability to you. 

Allocation of Product. We have the right to allocate Products among our authorized retailers as we may, from time to time and in our sole discretion, deem necessary to promote the brand and increase the sale of our Products. This right shall be understood to include the right to refuse to accept an order for any particular Product for this reason.

Order Acceptance and Cancellation. We have the right, without incurring any liability to you (other than a refund of payment), to refuse to accept any order that, in our sole judgment, may have been placed due to a typographical or other similar error in the Product listing, or that may not have been placed in accordance with these terms, and in any case whether or not a payment was made. In any such cases, we will attempt to contact you to resolve the concern. 

Authorized Sales Channels

Required Sales Locations. Unless otherwise agreed to by us in writing, you must offer Products for sale in a physical retail store including a public salesroom where the Products will be displayed (the “Retail Store”).

Authorized Sales Locations. You may only offer or display Products for sale: (i) at the Retail Store set forth in your Application; (ii) at the website set forth in your Application (which must be owned and operated by the same legal entity as the Retail Store); (iii) at a special event of limited duration such as a community fair, art show, or seasonal festival; and (iv) as otherwise authorized by us in writing. 

No Unauthorized Resellers. You are specifically prohibited from making sales of Products to any licensed retail businesses or to any third party for the purpose of resale.

Authorized Retailer Responsibilities 

Brand Representative. For the duration of this agreement, you agree to: (i) resolve all sales inquiries, and all customer service requests that may arise from your offer of Products for sale, without requiring, facilitating or suggesting, to anyone, direct communications with Astral Vessels for the purpose; (ii) make reasonable efforts to promote the sale of the Products, and to represent them at all times as being of the highest artistic and technical quality; and (iii) deliver Products to customers in our original branded packaging, and accompanied by our original Certificate of Authenticity, if one was included with the Product.

Tax Exempt Status. You shall immediately notify us of any changes to your status as a licensed and sales tax exempt business reseller; or to the Business License number, Sales Tax License number, or other identifier required by your state to demonstrate that your purchases of Product are tax exempt.

Customer Warranty Service. You shall make no warranties or representations with respect to any of the Products other than those expressly made by Astral Vessels in the Consumer Terms of Sale. Upon request from a customer to whom you have sold a Product, you shall assist the customer with warranty service by helping to prepare any documentation as needed and serving as the communication conduit between Astral Vessels and the customer, provided that: (i) you were the original seller of the unsatisfactory Product; (ii) the customer making the claim is known by you to be the original purchaser, whether by authentic original sales documents provided by the customer, or as indicated by your sales records and (iii) there is some evidence visible to you that the Product in question may exhibit a defect in workmanship or materials, and therefore may be eligible for warranty service as described in the Consumer Terms of Sale. To obtain customer warranty service, you must first call 1.303.578.9561 or e-mail our Customer Service Department, info@astralvessels.com during the Warranty Period. We may request that you send pictures of the Product to verify its eligibility for warranty service. If we authorize the warranty service we will provide you with a USPS Priority Mail Airbill for the return shipment as well as a Return Merchandise Authorization (“RMA”) number that must be clearly printed on the outside of the package. You shall not agree to assist with a warranty claim if any of the conditions listed above are not met. Customers in such cases shall be referred to the Consumer Terms of Sale and/or to Contact Us for further assistance.

Authorized Retailer Representations, Warranties, and Covenants

Power and Authority. You represent and warrant to us that: (i) you are a company (either as a corporation, limited liability company, or otherwise) that is validly existing and in good standing in the jurisdiction of your organization or formation; (ii) you are duly qualified to do business and are in good standing in every jurisdiction in which such qualification is required, except where the failure to be so qualified, in the aggregate, would not reasonably be expected to adversely affect your ability to perform your obligations under these Authorized Retailer Terms of Sale; (iii) you have the full right, power and authority to enter into these Authorized Retailer Terms of Sale, to grant the rights and licenses granted under this agreement and to perform your obligations under this agreement; and (iv) when executed and delivered, this agreement will constitute the legal, valid and binding obligation of the Authorized Retailer, enforceable against the Authorized Retailer in accordance with its terms.

Legal Compliance. You represent and warrant to us that you are in material compliance with all laws applicable to these Authorized Retailer Terms of Sale, the Products and the operation of your business. You further covenant that you will maintain compliance with all such laws during the period in which you are in possession of any Astral Vessels Products.

Prohibited Acts. You represent, warrant, and covenant and that you will not: (i) make any representations, warranties, guarantees, indemnities, similar claims, or other commitments on behalf of Astral Vessels nor (ii) engage in any unfair, competitive, misleading, or deceptive practices respective Astral Vessels, the Astral Vessels trademarks, or the Products.

Astral Vessels Representations, Warranties, and Covenants

Power and Authority. We represent and warrant to you that: (i) we are a limited liability company that is validly existing and in good standing in Colorado; (ii) we are duly qualified to do business and are in good standing in every jurisdiction in which such qualification is required, except where the failure to be so qualified, in the aggregate, would not reasonably be expected to adversely affect our ability to perform our obligations under these Authorized Retailer Terms of Sale; (iii) we have the full right, power and authority to enter into these Authorized Retailer Terms of Sale, to grant the rights and licenses granted under this agreement and to perform our obligations under this agreement; and (iv) when executed and delivered, this agreement will constitute the legal, valid and binding obligation of the Astral Vessels, enforceable against us in accordance with its terms.

Limited Product Warranty. FOR A PERIOD OF ONE (1) YEAR FROM THE DATE OF ORIGINAL RETAIL SALE (THE “WARRANTY PERIOD”), WE WARRANT TO THE AUTHORIZED RETAILER OF ANY PRODUCT MANUFACTURED BY ASTRAL VESSELS, AND SOLD ON THE AUTHORIZED RETAILER GALLERY THAT THE PRODUCT WILL BE FREE FROM DEFECTS IN WORKMANSHIP AND MATERIALS. OUR RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO REPAIR, REPLACEMENT OR REFUND AT OUR SOLE DISCRETION AND ONLY AS SET FORTH IN THIS WARRANTY STATEMENT. TO PRESERVE THIS LIMITED WARRANTY, ONLY ASTRAL VESSELS (OR ITS AGENT, AUTHORIZED IN WRITING) MAY MODIFY, REPAIR, OR WORK ON YOUR ITEM. This limited warranty does not cover any damages due to: transportation; storage; improper use; failure to follow the product instructions or to perform any preventive maintenance; modifications; unauthorized repair; normal wear and tear; changes in cosmetic metal finishes such as tarnishing or fading; or external causes such as accidents, abuse, or other actions or events beyond our reasonable control. With respect to any defective products during the Warranty Period, we will, in our sole discretion, either: (i) repair or replace such products (or the defective part) free of charge or (ii) refund the purchase price of such products. We will also pay for shipping and handling fees to return the repaired or replacement Product to you if we elect to repair or replace the defective products. To obtain warranty service, you must first call 1.303.578.9561 or e-mail our Customer Service Department, info@astralvessels.com during the Warranty Period. If we authorize your warranty service, we will provide you with a Return Merchandise Authorization (“RMA”) number that must be clearly printed on the outside of the package or referenced on the air bill of your shipment. No warranty service will be provided without an RMA number. 

Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES FOR NEW PRODUCTS DESCRIBED IN THE CONSUMER TERMS OF SALE FOR THE BENEFIT OF THE END-CUSTOMER, AND AS OTHERWISE SET FORTH HEREIN, (A) NEITHER ASTRAL VESSELS NOR ANY PERSON ON ASTRAL VESSELS’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND (B) YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY SUCH REPRESENTATION OR WARRANTY MADE BY ASTRAL VESSELS OR ANY OTHER PERSON ON ASTRAL VESSELS’S BEHALF.

Term and Termination

Effective Date. These Authorized Retailer Terms of Sale shall become effective upon your agreeing to such terms prior to the submission of your application to become an Authorized Retailer as set forth above.

Expiration. These Authorized Retailer Terms of Sale shall terminate immediately upon your request to return your initial wholesale purchase. Otherwise they will expire 24 months after your initial wholesale purchase or 12 months after your most recent subsequent purchase of at least $500, whichever is later. 

Termination for Cause. Astral Vessels shall have the right and option to terminate this agreement at any time in the event of a breach of any of the terms of this agreement by the Authorized Retailer and the failure of the Retailer to cure such breach within 30 days after receiving notice thereof from Astral Vessels.  

Termination for Convenience. Either party shall have the right and option to termination this agreement at any time upon 60 days’ notice to the other party. 

Effect of Termination or Expiration. Upon and following the termination or expiration of this agreement, you shall not (i) describe, represent or sell any Product made by us (or bearing the Astral Vessels brand) as a “New” item or product, (ii) make any representation on behalf of Astral Vessels, (3) represent to anyone that Astral Vessels will provide a warranty (or will have any other obligations) relating to or arising from any transaction subsequent to such termination or expirations, (iii) make any other representation on behalf of Astral Vessels, or (iv) use any Astral Vessels brand marks, logos, model designations, or other product marketing or designs (except as relating to the original packaging of any inventory owned by you prior to the date of termination or expiration. For the avoidance of doubt, you may continue to sell Products purchased prior to the date of termination or expiration as “second-hand” or “used” items which do not retain any warranty or other obligations of Astral Vessels.

No termination or expiration of this agreement shall release either party from (1) any financial obligation that may be accrued or owed to the other party (whether then or thereafter due to such other party), nor (2) from any obligation to return property owned by the other party, including any Products, as of the termination date. Notwithstanding the foregoing, neither party shall be liable to the other party solely by reason of the termination of this agreement for any expenditures, investments, commitments or any losses or damages of any kind, whether direct, indirect, special, consequential, incidental or otherwise sustained by reason of such termination.  

Survival. Notwithstanding termination or expiration of these Authorized Retailer Terms of Sale, the following section will survive such termination: (i) the Preamble; (ii) No Franchise or Business Opportunity Agreement; (iii) Authorized Retailer Representations, Warranties, and Covenants; (iv) Astral Vessels Representations, Warranties, and Covenants; (v) Term and Termination; (vi) Intellectual Property Rights; (vii) Confidentiality (viii) Indemnification; (ix) Limitation of Liability; (x) Governing Law and Jurisdiction; (xi) Assignment and No Third Party Beneficiaries; (xii) No Waivers; (xiii) Notices; (xiv) Entire Agreement and Severability. 

Intellectual Property Rights

You are authorized to hold yourself out to the public as an “Authorized Retailer” of Astral Vessels in order to promote the sale of the Products. You are authorized to use any trademarks, trade names, slogans, labels and designs provided by Astral Vessels solely in connection with advertising, displaying and otherwise promoting the sale of the Products pursuant to these Authorized Retailer Terms of Sale. You shall cease any and all use of trademarks, trade names, slogans, labels and designs upon receiving a written request to do so from Astral Vessels. It is understood and agreed that, as between Astral Vessels and the Authorized Retailer, all right, title and interest in and to the said trademarks, trade names, slogans, labels and designs, and the goodwill pertaining thereto, are reserved by and shall at all times vest and remain with Astral Vessels. You shall not harm, interfere with, directly or indirectly, register or contest the validity of any such trademarks, trade names, slogans, labels and/or designs. Upon termination of these Authorized Retailer Terms of Sale for any reason, (i) you shall immediately cease to represent yourself as an Astral Vessels  “Authorized Retailer” and (ii) you shall immediately cease and desist all use of all trademarks, trade names, slogans, labels and/or designs relating to Astral Vessels or the Products and all rights with respect to such trademarks, trade names, slogans, labels and designs shall terminate.

Confidentiality

From time to time during the term of this agreement, either Astral Vessels or the Authorized Retailer (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, products or services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, including, but not limited to (i) the wholesale prices of Products available to the Authorized Retailer in the Authorized Retailer Gallery, (ii) the type or quantity of inventory available in the Authorized Retailer Gallery, and (iii) the terms of this agreement (and in any such case, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” collectively, “Confidential Information”). 

Confidential Information shall not include information that, at the time of disclosure and as established by documentary evidence: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this section by the Receiving Party or any of its representatives; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party or its representatives before being disclosed by or on behalf of the Disclosing Party; (iv) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed under applicable federal, state or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. 

The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Receiving Party shall be responsible for any breach of this section caused by any of its representatives. On the expiration or termination of the agreement (or at any time during or after the term of this agreement), upon the Disclosing Party’s written request, the Receiving Party shall promptly return, and shall require its representatives to return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition to all other remedies available at law, the Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its representatives to prevent the breach or threatened breach of this section and to secure its enforcement.

Indemnification

You agree to indemnify Astral Vessels LLC, and its affiliates, officers, directors, members, employees, agents, successors and permitted assigns (collectively, the “Indemnified Parties”) and to hold them harmless from and against any and all liability, damage, claim, penalty, or expense (including costs and attorney’s fees of enforcing any such indemnification or otherwise) relating to the acts or omissions of the Authorized Retailer, or its employees or agents, arising out of any claim: (i) relating to a breach or non-fulfillment of any representation, warranty, or covenant of these Authorized Retailer Terms of Sale; (ii) alleging or relating to your negligence or willful misconduct; (iii) relating to a purchase of a Product by any person or entity purchasing directly or indirectly through you as the Authorized Retailer and not directly relating to a claim of Limited Warranty breach; and (iv) relating to your failure to comply with any applicable laws. 

Limitation of Liability

IN NO EVENT SHALL ASTRAL VESSELS 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 AUTHORIZED RETAILER TERMS OF SALE, REGARDLESS OF: (A) WHETHER THE DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT ASTRAL VESSELS WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL ASTRAL VESSELS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE AUTHORIZED RETAILER TERMS OF SALE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO ASTRAL VESSELS UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Force Majeure

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Authorized Retailer Terms of Sale, for any failure or delay in our performance under these Authorized Retailer Terms of Sale when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, pandemics, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage (each, a “Force Majeure Event”). We will give notice to you within ten (10) days of a Force Majeure Event, stating the period of time the occurrence is expected to continue. We will then use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized, and we will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause of the Force Majeure Event.

Governing Law and Jurisdiction

All matters relating to these Authorized Retailer Terms of Sale and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, these Authorized Retailer Terms of Sale shall be instituted exclusively in the federal or state courts of Denver, Colorado, although we retain the right to bring any suit, action or proceeding against you for breach of these Authorized Retailer Terms of Sale in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Assignment and No Third Party Beneficiaries

You shall not assign any of your rights or delegate any of your obligations under these Authorized Retailer Terms of Sale without our prior written consent. Any purported assignment or delegation in violation of this section is null and void. No purported assignment or delegation relieves you of any of your obligations under these Authorized Retailer Terms of Sale. These Authorized Retailer Terms of Sale do not and are not intended to confer any rights or remedies upon any person other than you. 

No Waivers

The failure by us to enforce any right or provision of these Authorized Retailer Terms of Sale will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Astral Vessels.

Notices

We may provide any notice to you under these Authorized Retailer Terms of Sale by: (i) sending a message to the e-mail address you provide in your Application. Notices sent by e-mail will be effective when we send the e-mail. It is your responsibility to keep your e-mail address current. 

To give us notice under these Authorized Retailer Terms of Sale, you must contact us (i) by personal delivery, overnight courier or registered or certified mail to ASTRAL VESSELS,  P.O. Box 1551, Boulder, CO 80302 or (ii) via email at info@astralvessels.com. We may update the address for notices to us by sending you an email notice. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent. Notices sent by e-mail will be effective when sent.

Entire Agreement and Severability

Our order confirmation, these Authorized Retailer Terms of Sale, our Website Terms of Use, and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Authorized Retailer Terms of Sale. In the event of any conflicts between such agreements and policies, these Authorized Retailer Terms of Sale will apply.

If any provision of these Authorized Retailer Terms of Sale is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Authorized Retailer Terms of Sale and will not affect the validity or enforceability of the remaining provisions of these Authorized Retailer Terms of Sale.

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