Terms of Use and Terms of Purchase

LATROBE USA LLC

SITE TERMS OF USE and TERMS OF PURCHASE

SITE TERMS OF USE (Last updated: December 27, 2019)

This website, located at uniform resource locator www.latrobe.us or any of our affiliated desktop or mobile sites or applications (collectively, the "Site"), is provided by Latrobe USA LLC, a California limited liability company (“Latrobe,” "we," "our," or "us") to the person accessing the Site ("you," or "your").

1. You Agree to These Terms by Using the Site

Your access to, and use of, the Site is subject to the following Terms of Use and all applicable laws and regulations. By accessing and using the Site, you accept, without limitation or qualification, these Terms of Use, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. Latrobe may, at any time and without notice, modify these Terms of Use by revising them on the Site. Your continued use of the Site constitutes your acceptance of any such revisions for such continued use. You should therefore periodically visit this page to review the current Terms of Use. You may not modify these Terms of Use except in a writing signed by Latrobe. If you do not agree and accept, without limitation or qualification, these Terms of Use, you must exit the Site immediately.

Additionally, certain features of the Site, such purchasing our products through checkout pages, may require you to agree to additional terms and conditions, most notably the Terms of Purchase.

2. Permitted Use of the Site; Modifications and Termination

Our online store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you. The information and materials on the Site are provided for general informational purposes. You may use the site solely for the purpose of learning about, purchasing and/or using Latrobe services or products. You may not use, reproduce or distribute the text, graphics, downloads, tools or any other content on the Site for any other purpose.

Latrobe reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or any products or services provided through the Site, or to modify these Terms of Use, at any time and without prior notice. If we modify these Terms of Use, we will post the modification on the Site or provide you with notice of the modification. We will also update the “Last Updated Date”. By continuing to access or use the Site or purchasing any products or using any of the services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Use. If the modified Terms of Use are not acceptable to you, your only recourse is to cease using the Site and any services.

3. User Submitted Content

The Site may, from time to time offer interactive features that allow users to submit content to the Site. Latrobe does not and cannot review all such content, and is not responsible for such content.

You acknowledge that by providing the ability to view and distribute your user-generated content on the Site, Latrobe is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability related thereto. However, Latrobe reserves the right to block or remove communications or materials that it determines to be unacceptable to Latrobe in its sole discretion.

Harassment in any manner or form on the Site, including via e-mail, chat, or by use of obscene or abusive language, or posting any obscene or abusive images or text, is strictly forbidden. Impersonation of others, including a Latrobe employee, host, or representative, as well as other members or visitors on the site is prohibited. You may not upload to, distribute, or otherwise publish through the site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law.

4. Notice; Electronic Communications

When you visit the site or send e-mails to Latrobe, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

5. Privacy Notice

Latrobe's Privacy Policy is incorporated and made part of these Terms of Use. A copy of the Privacy Policy, which applies to the collection, use, disclosure and other processing of personal information by Latrobe, is located at www.latrobe.us/policies/privacy-policy. You consent to any personal information we may obtain about you (either via the Site, by email, telephone or any other means) being collected, stored and otherwise processed in accordance with the terms of the Privacy Policy. Latrobe may update its Privacy Policy from time to time, in its sole discretion. Any changes to our Privacy Policy will be posted at www.latrobe.us/policies/privacy-policy. Your continued use of the Sites after any changes to the Privacy Policy means you accept the changes.

You acknowledge and agree that any communication or material you transmit to the Site other than personal information, such as questions, comments, suggestions or the like, will be treated as non-confidential and non-proprietary.

6. Typographical Errors; Colors

In the event that a service or product is mistakenly listed at an incorrect price or with incorrect specifications, Latrobe reserves the right to refuse or cancel any orders placed for product or service listed incorrectly, whether or not the order has been confirmed and whether or not you have been charged for such product or service. If your credit card has already been charged for the purchase and your order is cancelled, Latrobe shall issue you a credit (to your credit card account or otherwise) in the amount of the incorrect price.

The colors shown on the Site may be influenced by the settings of your computer or your monitor. Accordingly, Latrobe makes no guarantees that any actual colors of products or features will be true or accurate.

7. Disclaimer - Warranty

THE SITE, ITS CONTENT, MATERIALS, SERVICES AND PRODUCTS ON THE SITE ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LATROBE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Latrobe does not represent or warrant that the functions contained in the Site will be uninterrupted or error-free, that the defects will be corrected, or that the Site or the server that makes the Site available are free of viruses or other harmful components. Latrobe does not make any warranties or representations regarding the use of the materials in the Site in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability or otherwise. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you.

8. Indemnification

You agree to indemnify, defend, and hold harmless Latrobe, its officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these Terms of Use or, as applicable, the Terms of Purchase, or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the Site using your Internet account.

9. Limitations of Liability

YOUR USE OF THE SITE IS AT YOUR OWN RISK. NEITHER LATROBE, NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, MEMBERS, MANAGERS, OFFICERS OR DIRECTORS, NOR ANY OF ITS AGENTS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE OR ITS CONTENT OR PRODUCTS, ARE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE OR ITS CONTENT OR PRODUCTS WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you.

10. Third-Party Links

In an attempt to provide increased value to our visitors, Latrobe may link to sites operated by third parties. However, even if the third party is affiliated with Latrobe, Latrobe has no control over these linked sites, all of which may have separate privacy and data collection practices, independent of Latrobe. These linked sites are only for your convenience and therefore you access them at your own risk. Without limiting the foregoing, Latrobe specifically disclaims any responsibility if such sites: infringe any third party's intellectual property rights; are inaccurate, incomplete or misleading; are not merchantable or fit for a particular purpose; do not provide adequate security; contain viruses or other items of a destructive nature; or are libelous or defamatory.

Latrobe does not endorse the content, or any products or services available, on such sites. Nonetheless, Latrobe seeks to protect the integrity of the Site and the links placed upon it and therefore requests any feedback on not only the Site, but for sites it links to as well (including if a specific link does not work).

11. Trademarks

The following trademarks are our property: Latrobe™, Latrobe USA™. These marks may not be used without our consent on any product or service, except our own.

12. Copyright

All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Latrobe or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of Latrobe and protected by United States and international copyright laws. All software used on the Site is the property of Latrobe or its software suppliers and protected by United States and international copyright laws. You agree not to change or delete any proprietary notices from materials printed or downloaded from the Site.

13. Copyright Complaints

Latrobe respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us at sales@latrobe.us.

14. Export Control

Software and other materials downloaded or otherwise made available from the Site may be subject to United States Export Control. The United States Export Control laws prohibit the export of certain technical data and software to certain territories. No software from the Site may be downloaded or exported: into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the United States has embargoed goods; or anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders.

Latrobe does not authorize the downloading or exportation of any software or technical data from the Site to any jurisdiction prohibited by the United States Export Control Laws.

15. Law and Jurisdiction

These Terms of Use and your use of the Site are governed by the laws of the State of California, without regard to its choice of law provisions. The state and federal courts of general jurisdiction over Los Angeles, California , will have exclusive jurisdiction over any and all disputes arising out of, relating to or concerning these Terms of Use and/or the Site or in which these Terms of Use and/or the Site are a material fact.

16. Assignment

You may not assign or transfer these Terms of Use, by operation of law or otherwise, without Latrobe’s prior written consent. Any attempt by you to assign or transfer these Terms of Use, without such consent, will be null and of no effect. Latrobe may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

17. Entire Agreement

These Terms of Use constitute the entire and exclusive understanding and agreement between Latrobe and you regarding the Site and related services and these Terms of Use supersede and replace any and all prior oral or written understandings or agreements between Latrobe and you regarding the Site and related services, provided that, for clarity, you acknowledge and agree that you will also be bound by our Terms of Purchase made available on the Site in connection with your purchase of products.

18. Questions and Feedback

We welcome your questions, comments, and concerns about the Site. Please send us any and all feedback pertaining to the Site to sales@latrobe.us.

TERMS OF PURCHASE (Last updated: December 27, 2019)

These Terms of Purchase (“Terms of Purchase”) govern purchases of products and services available through this website, located at uniform resource locator www.latrobe.us or any of our affiliated desktop or mobile sites or applications (collectively, the "Site") by you, the customer (“Customer”, “you,” or “your”). The Site is operated by Latrobe USA LLC, and/or its subsidiaries and affiliates (collectively, “Latrobe”). Your use of the Site and these terms are also governed by the Terms of Use and Privacy Policy made available on the Site, which are incorporated herein by reference.

PLEASE CAREFULLY READ THESE TERMS OF PURCHASE, ALONG WITH THE TERMS OF USE, PRIVACY POLICY AND OTHER POLICIES OR AGREEMENTS REFERENCED IN THESE TERMS OF PURCHASE, BEFORE PURCHASING OR USING PRODUCTS OR SERVICES THROUGH THE SITE. BY PURCHASING OR USING PRODUCTS OR SERVICES THROUGH THE SITE, YOU AGREE TO THESE TERMS OF PURCHASE, INCLUDING WITHOUT LIMITATION, THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN THE DISPUTE RESOLUTION SECTION BELOW.

1. GENERAL

These Terms of Purchase have been executed and delivered by you and constitute a valid and binding agreement between you and Latrobe, enforceable against you in accordance with their terms. You represent that you are (a) at least 18 years of age, (b) of legal age to form a binding contract, and (c) not a person barred from receiving services under any applicable laws, rules or regulations.

You shall purchase and use the products and services available through the Site, in strict compliance with these Terms of Purchase and all applicable laws, rules and regulations (collectively, “Laws”). You are responsible to comply with all applicable Laws with respect to your purchase, including all applicable Laws in the jurisdiction to which any products are shipped. .

2. PRIVACY NOTICE

A copy of the Privacy Policy that applies to the collection, use, disclosure and other processing of personal information by Latrobe is located at www.latrobe.us/policies/privacy-policy. You consent to any personal information we may obtain about you (either via the Site, by email, telephone or any other means) being collected, stored and otherwise processed in accordance with the terms of the Privacy Policy. Latrobe may update its Privacy Policy from time to time, in its sole discretion. Any changes to our Privacy Policy will be posted at www.latrobe.us/policies/privacy-policy. Your continued use of the Sites after any changes to the Privacy Policy means you accept the changes.

3. PURCHASES

A. Order Processing

Latrobe may, in its sole discretion, choose to not process or to cancel your order in certain circumstances. This may occur, for example, when the product or service you wish to purchase is out of stock or has been mispriced, we suspect the request is fraudulent, or in other circumstances Latrobe deems appropriate in its sole discretion. Latrobe also reserves the right, in its sole discretion, to take steps to verify your identity to process your order. Latrobe will either not charge you or refund the charges for orders that we do not process or cancel. Without limiting the foregoing, Latrobe reserves the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies, or omission; and (iii) make changes to prices, content, promotion offers, product descriptions or specifications, or other information without obligation to issue any notice of such changes (including after an order has been submitted, acknowledged, shipped, or received, except as prohibited by Law).

B. Returns

You are entitled to return products only in accordance with the terms and conditions of Latrobe’s then-current return policy posted on the Site. If no such return policy is posted on the Site, Latrobe will not accept returns or refunds on any products.

C. Product and Service Descriptions

Latrobe attempts to provide accurate descriptions of products and services on the Site. Latrobe does not warrant, however, that the descriptions are accurate, complete, reliable, current or error-free. If a product or service offered on the Site is not as described, your sole remedy is to return the item, as specified in these Terms of Purchase.

The Site may offer a quick view type feature for various products. This feature allows you to view price information about the product and add the product to your cart without opening the product page. The quick view feature and this "add to cart" feature are offered for your convenience only. The product page is where you will find more detailed information about a product, its source, features and pricing.

D. Pricing Information

Latrobe strives to provide accurate pricing information regarding the products and services available on the Site. We cannot, however, insure against pricing errors. Latrobe reserves the right, at its sole discretion, to not process or to cancel any orders placed for a product or service whose price was incorrectly posted on the site as a result of an error. If this occurs, Latrobe will notify you by email. In addition, Latrobe reserves the right, at its sole discretion, to correct any error in the stated full retail price.

E. Product and Service Availability

The Site may contain information regarding the availability of merchandise. This information can be used to estimate the likelihood that an item will be shipped immediately after you place your order. Unfortunately, Latrobe cannot guarantee that an item listed as “in stock” will actually ship right away, as inventory can change significantly from day-to-day. In rare cases, a product or service offering may be in stock when a customer places the order, and sold out by the time Latrobe attempts to process the order. Should this happen, Latrobe will notify you by email. Service offerings that are out-of-stock generally are no longer available. If Latrobe determines that a product or service you wish to purchase is no longer available, the item will be cancelled from your order. Latrobe will notify you by email and delete the item from the Site.

F. Delivery Times

Latrobe aims to meet the delivery times provided to you after an order has been placed. However, Latrobe reserves the right to adjust the delivery time for the entire or parts of any order. If a you wish not to complete a purchase because of such an adjusted delivery time, then the you are entitled to cancel the order with respect to the delayed part by immediately notifying Latrobe.

G. Taxes

Sales taxes, use taxes, or similar taxes will be added where imposed. You are responsible for any taxes, customs duties and fees levied by the jurisdiction to which the products are shipped, including but not limited to any sales or use tax, value added taxes or tariffs.

4. WARRANTY DISCLAIMERS

THE WARRANTIES DESCRIBED IN THESE TERMS OF PURCHASE AND ANY PRODUCT DOCUMENTATION, IF ANY, COMPRISE LATROBE’S SOLE AND ENTIRE WARRANTY OBLIGATION AND LIABILITY TO YOU, YOUR CUSTOMERS AND ASSIGNS IN CONNECTION WITH THE PRODUCTS SOLD AND SUPPLIED HEREUNDER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.

5. LIMITATIONS OF LIABILITY

Your sole and exclusive remedy against Latrobe shall be either the replacement, or issuing of credit, at Latrobe’s option, without additional charge to Customer for any products that Latrobe agrees are defective.

YOU AGREE THAT NO OTHER REMEDY (INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES FOR LOST PROFITS, LOST SALES, INJURY TO PERSON OR PROPERTY OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL LOSS) SHALL BE AVAILABLE TO YOU WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY, AND YOU FURTHER AGREE TO INDEMNIFY AND TO HOLD LATROBE HARMLESS FROM ANY LIABILITY OR OBLIGATIONS INCURRED BY OR ASSESSED AGAINST LATROBE TO OR BY ANY PERSONS INJURED DIRECTLY OR INDIRECTLY IN CONNECTION WITH ANY OF THE PRODUCTS SOLD OR SUPPLIED BY LATROBE.

LATROBE’S MAXIMUM AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY SALE OF PRODUCTS SHALL BE LIMITED TO THE DOLLAR AMOUNT OF THE PRODUCT SOLD IN CONNECTION WITH TO THE TRANSACTION TO WHICH THE LIABILITY RELATES.

6. DISPUTE RESOLUTION

A. Governing Law

This Agreement and your purchase of our products are governed by the laws of the State of California, without regard to its choice of law provisions and excluding the United Nations Convention on the International Sale of Goods. The state and federal courts of general jurisdiction over Los Angeles, California will have exclusive jurisdiction over any and all disputes arising out of, relating to or concerning this Agreement and/or the products or in which this Agreement and/or the products are a material fact.

B. Consent to Arbitration; Waiver of Rights

By using the Sites in any way, you unconditionally consent and agree that: (1) any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against Latrobe, or any of its officers, directors and employees, arising out of, relating to, or connected in any way with the Sites or the determination of the scope or applicability of this Dispute Resolution provision, will be resolved exclusively by final and binding arbitration administered by JAMS and conducted before a sole arbitrator in accordance with the rules of JAMS; (2) this arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 1-16; (3) the arbitration shall be held in Los Angeles, California; (4) the arbitrator's decision shall be controlled by these Latrobe Terms of Purchase and any of the other agreements referenced herein that the applicable user may have entered into in connection with the Sites; (5) the arbitrator shall apply California law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (6) there shall be no authority for any claims to be arbitrated on a class or representative basis, arbitration can decide only your and/or the applicable Latrobe, or any of its officers', directors', and employees', individual claims; the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (7) the arbitrator shall not have the power to award punitive damages against you or Latrobe, or any of its officers, directors, and employees; (8) in the event that the administrative fees and deposits that must be paid to initiate arbitration against Latrobe or its any of its officers, directors and employees, exceed $125 USD, and you are unable (or not required under the rules of JAMS) to pay any fees and deposits that exceed this amount, Latrobe agrees to pay them and/or forward them on your behalf, subject to ultimate allocation by the arbitrator. In addition, if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Latrobe will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (9) with the exception of subpart (6) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of JAMS, then the balance of this Dispute Resolution provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (6) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor Latrobe shall be entitled to arbitrate their dispute. For more information on JAMS and/or the rules of JAMS, visit their website at www.jamsadr.com. THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN JAMS RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR LATROBE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

7. ENTIRE AGREEMENT

These Terms of Purchase constitute the entire agreement of between you and Latrobe regarding the specific matters herein, and all prior agreements, letters, proposals, discussions and other documents regarding the matters herein are superseded and merged into these Terms of Purchase. In the event there is a conflict between these Terms of Purchase and the Terms of Use with respect to the matters herein, these Terms of Purchase will control.

8. SEVERABILITY

If any provision of these Terms of Purchase is determined to be illegal, invalid, or unenforceable, the enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be deemed to be restated to reflect the parties’ original intentions as nearly as possible in accordance with applicable laws.

9. MODIFICATION OF TERMS OF PURCHASE

You acknowledge and agree that Latrobe may, in its sole discretion, modify, add or remove any portion of these Terms of Purchase at any time and in any manner by posting revised Terms of Purchase on the Site. You may not amend or modify these Terms of Purchase under any circumstances. It is your responsibility to check periodically for any changes we make to the Terms of Purchase. Your continued use of this Site after any changes to the Terms of Purchase means you accept the changes for purchases made after the date of such changes.