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Plain-language terms for online or distance sales of goods, with optional digital content, subscriptions, promotions, and arbitration provisions, for use with U.S. consumers under the selected governing state law. Whether the customer is a consumer, so consumer-protection law applies and a business-to-business template is wrong, is settled by the decision card (consumer_status), from the facts, not assumed from the draft.
Delaware, United States · New York, United States · California, United States · United States (Federal)
Highlighted blanks are the details your parties fill in.
This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [TO BE CONFIRMED — Business legal name and details] (the "Business") and [TO BE CONFIRMED — Consumer legal name and details] (the "Consumer").
"Business Contact Details" means [TO BE CONFIRMED — Business contact details].
"Store" means [TO BE CONFIRMED — Store name and website or app]
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"Privacy Notice" means the privacy notice available at [TO BE CONFIRMED — Privacy notice location].
"Return Period" means [TO BE CONFIRMED — Voluntary return period].
"Return Address" means [TO BE CONFIRMED — Return address or return-instructions location].
"Update Period" means [TO BE CONFIRMED — Digital content update period].
"Governing State" means [TO BE CONFIRMED — Governing state].
"Selected Court" means [TO BE CONFIRMED — Selected court forum].
"Arbitration Rules" means the consumer arbitration rules of [TO BE CONFIRMED — Arbitration administrator and rules].
"Arbitration Opt-Out Period" means 30 days after Consumer accepts these Terms.
Consumer may place an order through the Store. An order is an offer by Consumer to buy the goods, digital content, or services identified in that order. Consumer should check the order carefully before submitting it.
Business will send an acknowledgement after receiving an order. That acknowledgement does not accept the order. A contract is formed only when Business sends Consumer a confirmation that it has accepted the order, or when Business dispatches the goods or makes the digital content available, whichever occurs first.
These terms, the accepted order, and any mandatory information provided to Consumer before checkout form the contract. If there is a conflict, mandatory law prevails, then the accepted order, then these terms.
The price, applicable sales or similar taxes, and delivery or other mandatory charges will be shown clearly before Consumer places an order. Business will not charge more than the total shown at checkout unless Consumer has expressly agreed to the additional charge or a law permits the charge.
Consumer must pay by the payment method accepted at checkout. Business may authorize or charge payment when Consumer places the order, but must refund promptly any amount paid for an order that Business does not accept or cannot fulfill.
Business will deliver goods to the delivery address accepted in the order within the stated delivery timeframe or, if none is stated, within a reasonable time. Delivery dates are estimates unless Business expressly states otherwise. If Business cannot deliver within the required time, Consumer may have the remedies available under applicable law.
Risk of loss or damage to goods passes to Consumer when Consumer, or a person Consumer identifies, takes physical possession of them. If Consumer independently chooses a carrier that Business did not offer, risk may pass when Business delivers the goods to that carrier, to the extent permitted by applicable law.
Title to goods passes to Consumer when Business receives full payment for them, except to the extent applicable law requires otherwise. This does not affect the risk-of-loss rule in the Delivery clause.
In addition to any rights Consumer has by law, Business offers a voluntary return right. Consumer may cancel a purchase of eligible goods for any reason by telling Business within the Return Period after delivery. This voluntary right does not apply where an exception stated in the Returns and Cancellation clause applies.
To use the voluntary return right, Consumer must contact Business using the Business Contact Details, follow reasonable return instructions, and send the goods to the Return Address without undue delay after cancellation. Consumer may inspect and handle goods as reasonably necessary to decide whether to keep them, but Business may reduce a voluntary refund for diminished value caused by handling beyond that necessary to make that decision, where permitted by law.
Business will pay reasonable return costs where goods are faulty, misdescribed, damaged before Consumer receives them, or sent in error. For an eligible voluntary return for another reason, Consumer pays the direct return cost unless Business states at checkout or in the order confirmation that it will pay that cost.
After a valid cancellation, Business will refund the purchase price and any required taxes using the original payment method unless Consumer agrees otherwise. Business may wait until it receives the returned goods or evidence that Consumer has sent them back, whichever is earlier, where applicable law permits. Business will not refund expedited-delivery charges that exceed the cost of Business's least expensive ordinary delivery option unless required by law.
The voluntary return right does not apply to goods made to Consumer's specifications or clearly personalized; perishable goods; sealed goods unsuitable for return for health or hygiene reasons if unsealed after delivery; goods inseparably mixed with other items after delivery; or digital content supplied other than on a tangible medium once Consumer has expressly requested immediate access and acknowledged that this may end the voluntary return right. These exceptions do not limit any non-waivable right Consumer has by law.
Business must provide goods that conform to the contract and any applicable description. If goods are faulty, damaged, unsafe, or not as described, Consumer may have rights to reject the goods, obtain repair, replacement, refund, damages, or another remedy under applicable law. Nothing in these terms limits those rights.
To the extent applicable law provides implied warranties or other consumer protections, including warranties of merchantability or fitness for a particular purpose, Business does not disclaim or limit them except to the extent a disclaimer or limitation is lawful, clear, and consistent with any written warranty.
Any written warranty or guarantee Business provides is in addition to Consumer's rights under applicable law. Its duration, coverage, claim process, and remedies are stated in the warranty document. If that document conflicts with a non-waivable right, the non-waivable right prevails.
Business may contact Consumer about a safety warning, recall, or other important product issue using contact information associated with the order. Consumer should follow any safety instructions promptly. If a recall or safety law requires a remedy, Business will provide it as required by law.
Business will supply digital content with the functionality and compatibility described before purchase. During the Update Period, Business will make available updates, including security updates, that are reasonably necessary to keep the digital content conforming, except where Consumer has been clearly informed that an update is not included and applicable law permits that position. Consumer's statutory remedies for nonconforming digital content are not limited.
A promotion, discount code, gift card, or voucher is subject to the terms clearly disclosed with it. Business will honor those disclosed terms and will not apply hidden charges or restrictions. Unless prohibited by law or the disclosed terms say otherwise, promotions cannot be exchanged for cash, combined with other offers, or used after expiry.
Before Consumer enrolls, Business will clearly disclose the recurring charge, billing frequency, renewal terms, how to cancel, and any other information required by law. Business will obtain Consumer's affirmative consent and send any acknowledgement or reminder required by law. Consumer may cancel through a simple online route or by contacting Business using the Business Contact Details, and cancellation will take effect as required by law and no later than the end of the then-current paid period unless Business states a more favorable rule.
Business handles personal information as described in the Privacy Notice and as permitted or required by applicable law. The Privacy Notice is not replaced by these terms. Consumer should review it before placing an order.
Business and its licensors own the Store and its content, including its text, images, branding, software, and design, except for content owned by others. Business grants Consumer a limited, personal, non-transferable, revocable right to use the Store for lawful personal shopping. Consumer must not copy, exploit, interfere with, or reverse engineer the Store except as law permits.
Business may cancel an order before dispatch or supply if the goods are unavailable, there is an obvious pricing or listing error, payment cannot be authorized, Business reasonably suspects fraud or unlawful activity, or fulfillment would breach law. Business will notify Consumer promptly and refund amounts paid for the canceled order. This does not limit a remedy Consumer has for Business's breach where cancellation was not permitted.
Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, willful misconduct where liability cannot be limited, death or personal injury caused by negligence where applicable law prohibits limitation, or Consumer's non-waivable statutory rights. Subject to that rule, neither party is liable for indirect, incidental, special, punitive, or consequential loss that was not reasonably foreseeable. Business's aggregate liability arising from an order is limited to the amount Consumer paid for that order, except where applicable law provides a greater remedy.
Consumer may send a complaint to Business using the Business Contact Details. Business will investigate and respond within a reasonable time. Consumer may also use any government agency, court, or alternative dispute-resolution process available under applicable law. Business does not require Consumer to use alternative dispute resolution before exercising a non-waivable legal right.
Business may change these terms for future orders by posting the revised terms in the Store before Consumer places a new order. Changes do not alter an order already accepted, except where Consumer expressly agrees or a change is required by law.
Neither party is liable for delay or failure in performing its obligations, other than payment obligations, caused by events beyond its reasonable control. The affected party must notify the other promptly and use reasonable efforts to minimize the effect. If the event prevents performance for more than 60 days, either party may terminate the affected order by written notice. This clause does not limit Consumer's non-waivable rights.
Consumer may not assign rights or obligations under these terms without Business's consent, except where law permits. Business may transfer these terms or an accepted order as part of a merger, sale, financing, or transfer of relevant business assets, provided the transfer does not reduce Consumer's rights and Consumer receives notice where required by law.
If a court finds any part of these terms unlawful or unenforceable, that part will be modified to the minimum extent necessary or, if that is not possible, removed. The remaining terms continue in effect. A delay or failure to enforce a term is not a waiver of that term.
These terms and each order are governed by the law of the Governing State, without regard to conflict-of-laws rules, except that Consumer keeps any mandatory protection of the law of Consumer's residence that cannot lawfully be excluded. Subject to the Arbitration and Class Proceedings clause if it is used and enforceable, either party may bring a claim in the Selected Court or any other court that has jurisdiction and in which Consumer may lawfully bring the claim. Nothing in these terms prevents Consumer from using a local court or regulator where applicable law gives Consumer that right.
If a dispute cannot be resolved through the Complaints and Alternative Dispute Resolution clause, either party may elect individual binding arbitration under the Arbitration Rules, rather than court, to the extent permitted by law. Consumer may opt out of arbitration by sending Business clear written notice within the Arbitration Opt-Out Period. Arbitration will occur in a reasonably convenient location or by remote process if permitted, and Business will pay fees to the extent required by law or the Arbitration Rules. Claims may be brought only individually and not as a class, collective, consolidated, representative, or private-attorney-general action to the extent that restriction is enforceable. If any part of this clause is unenforceable or unconscionable, it will not apply to that extent, and Consumer retains all non-waivable rights, including the right to bring an eligible claim in small-claims court.