TERMS AND CONDITIONS

FOR THE SALE OF SILIENT LLC GOODS AND SERVICES

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 REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. 

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH SILIENT LLC, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS, OR SERVICES BY APPLICABLE LAW.

These terms and conditions (these “Terms”) apply to the purchase and sale of products and services through www.silient.com (the “Site”). These Terms are subject to change by Silient LLC (referred to as “Silient”, “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and you should review these Terms before purchasing any product or services that are available through this Site. Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.

These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products or services through this Site (see 9).

1. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between Silient and you will not take place unless and until you have received your order confirmation email. Once an order is placed, you are unable to cancel the order. Please refer to our Return & Refund Policy at https://www.silient.com/pages/return-policy for more information.

1. Prices and Payment Terms. 
1. All prices posted on this Site are subject to change without notice and Silient does not provide price protection or refunds in the event of a price reduction or promotional offering. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes and may or may not include charges for shipping and handling. All such charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. All fees and applicable taxes, if any, are payable in United States dollars.  We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

1. Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept all major credit cards for all purchases. YOU ARE RESPONSIBLE FOR PROVIDING SILIENT WITH VALID CREDIT CARD OR PAYMENT ACCOUNT DETAILS. We may ask you to supply additional information relevant to your transaction, including your credit card number, the expiration date of your credit card, and your email and postal addresses for billing and notification (such information, “Payment Information”). When you initiate a transaction, you authorize us to provide your Payment Information to third parties so we can complete your transaction and charge your payment method for the type of transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your transaction (such information is included within the definition of Payment Information). By initiating a transaction, you agree to the pricing, payment, and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any. All payments for transactions are non-refundable and non-transferable except as expressly provided in these Terms. If you wish to designate a different credit card or payment account, or if there is a change in your credit card or payment account status, you must change the Payment Information in your account.

1. We may contact you via email regarding a problem with your credit card or payment account. If we are unable to successfully charge your credit card or payment account, we reserve the right to restrict or suspend access to your account, or to terminate your account.

1. Shipments; Delivery; Title and Risk of Loss. 

1. We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments. 

1. Title and risk of loss pass to you upon acceptance of delivery. Except as provided in these terms, you are responsible for the security and safekeeping of the product after delivery and shall assume any risk of damage or loss thereof. If part of your order is missing or damaged, you must notify us within 30 days of the date of your purchase. We shall have no responsibility or liability for notifications received after this 30-day period.

1. Installation. 

1. You are responsible for the installation of the product at your home, including contracting with a plumber and any other service provider for such installation.  WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR IMPROPER INSTALLATION OR ANY ISSUES THAT ARISE FROM THE PLUMBING CONNECTION WITH THE PRODUCT FOLLOWING INSTALLATION. 

1. It is your responsibility to have the installation site clean, clear of obstruction and free of debris prior to installation. You must provide adequate space for unloading, moving, handling, and storing the product at the installation site. The product may only be installed in a location that will not fall below 40 degrees Fahrenheit. 

1. Without limiting the foregoing, you must complete the pre-installation checklist found HERE prior to the installation of the product. Please read such pre-installation checklist carefully. By purchasing the product, you represent and warrant that all such conditions listed on the pre-installation checklist have been met or will be met prior to installation. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR ANY DAMAGES OR ISSUES ARISING FROM THE PRODUCT IF SUCH CONDITIONS WERE NOT MET AT THE TIME OF INSTALLATION AND DO NOT CONTINUE TO BE MET FOLLOWING INSTALLATION OF THE PRODUCT.  

1. LIMITED WARRANTY. 

PLEASE REFER TO OUR WARRANTY POLICY FOR FURTHER INFORMATION ON ANY APPLICABLE PRODUCT WARRANTIES.  THIS LIMITED WARRANTY CAN BE FOUND AT https://www.silient.com/pages/warranty-policy. 

THE WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. 

WE WARRANT THAT DURING THE WARRANTY PERIOD, THE PRODUCTS PURCHASED FROM THE SITE WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP, UNDER NORMAL USE AND SERVICE (WHICH INCLUDES, WITHOUT LIMITATION, USE IN THE ACCEPTABLE TEMPERATURE RANGE DESCRIBED BELOW AND ANY SUGGESTED ANNUAL MAINTENANCE OF THE PRODUCT), FOR THE APPLICABLE WARRANTY PERIOD. 

THE PRODUCT MAY ONLY BE USED IN TEMPERATURES BETWEEN 55 DEGREES FAHRENHEIT AND 90 DEGREES FAHRENHEIT. ANY USE OF THE PRODUCT OUTSIDE OF THIS ACCEPTABLE RANGE WILL BE DEEMED MISUSE OF THE PRODUCT AND NOT SUBJECT TO THE WARRANTY. 

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

OUR RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO REPLACEMENT OR REPAIR AS SET FORTH IN THE WARRANTY POLICY. NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT OR ADVICE PROVIDED BY US OR ANY OF OUR SUPPLIERS, AGENTS OR EMPLOYEES WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THE LIMITED WARRANTY.

EXCEPT AS PROVIDED IN OUR WARRANTY POLICY, SILIENT PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND SILIENT, ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, SUPPLIERS, PARTNERS, CONTENT PROVIDERS, AND AGENTS, DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. SILIENT DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF ITS PRODUCTS OR SERVICES. SILIENT DISCLAIMS ANY WARRANTIES REGARDING ACCURACY, TIMELINESS, RELIABILITY, CURRENTNESS, COMPLETENESS, FUNCTIONALITY, INTENDED PURPOSE, OR OTHERWISE. 

USE OF THE PRODUCT IS NOT A MEDICAL PROCEDURE.  YOU SHOULD CONSULT WITH YOUR DOCTOR PRIOR TO USE. THE PRODUCT HAS NOT BEEN TESTED OR APPROVED BY THE FDA OR ANY GOVERNMENT AGENCY FOR THE TREATMENT OF ANY ILLNESS OR DISEASE. DO NOT USE IF PREGNANT, HAVE HEART CONDITONS OR OTHER MEDICAL CONDITIONS NEGATIVELY IMPACTED BY EXPOSURE TO COLD TEMPERATURES, ARE A MINOR, OR WHILE UNDER THE INFLUENCE OF DRUGS OR ALCOHOL. ALL INFORMATION INCLUDED ON THE WEBSITE IS FOR INFORMATIONAL PURPOSES ONLY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU UNDERSTAND THERE ARE CERTAIN INHERENT RISKS AND DANGERS ASSOCIATED WITH EXPOSURE TO COLD TEMPERATURES, INCLUDING, BUT NOT LIMITED TO, HEART FAILURE, HYPOTHERMIA, LOSS OF CONSCIOUSNESS AND STROKE. BY USING THE PRODUCT, YOU KNOWLINGLY AND VOLUNTARILY ACCEPT AND AGREE TO ASSUME ALL RISKS, BOTH KNOWN AND UNKNOWN, OF ILLNESS, INJURY, PAIN, SUFFERING, DISABILITY, OR DEATH ARISING THEREFROM.

IN NO EVENT SHALL SILIENT, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS, SUPPLIERS, OR PARTNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SITE OR SILIENT’S PRODUCTS OR SERVICES WHETHER IN AN ACTION BASED UPON CONTRACT, TORT, OR OTHERWISE. MOREOVER, IN NO EVENT SHALL SILIENT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LOSS DUE TO ANY MATTERS BEYOND SILIENT’S REASONABLE CONTROL.

NOTWITHSTANDING THE FOREGOING, TO THE EXTENT PERMITTED BY LAW, SILIENT’S TOTAL LIABILITY FOR ANY CLAIMS RELATED TO YOUR USE OF THE SITE, OR SILIENT’S PRODUCTS OR SERVICES, IS LIMITED TO THE AMOUNT PAID BY YOU TO USE THE SITE OR FOR SILIENT’S PRODUCTS OR SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING ANY CLAIM.

THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. 

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

1. Goods Not for Resale or Export. You agree to comply with all applicable laws and regulations of the various states and of the United States. You represent and warrant that you are buying products or services from the Site for your own personal or household use only, and not for resale or export.

 

1. Indemnification. You agree to indemnify Silient and its affiliates, directors, offices, managers, employees, contractors, suppliers, agents, representatives and third party service providers, and hold each of them harmless from any and all claims, actions, liabilities, damages, and costs (including attorneys’ fees) raised by a third party that arise from or relate to your use or misuse of Silient’s products or services, violation of these Terms or violation of any third-party right, including without limitation any trademark, copyright, or other proprietary privacy right. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

1. Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy, https://www.silient.com/pages/privacy-policy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.

1. Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any of your obligations to make payments to us hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, other natural disasters and catastrophes, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within fifteen (15) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of sixty (60) days following written notice given by it under this Section 10, the other party may thereafter terminate this Agreement upon ten (10) days' written notice.

1. Governing Law. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.

1. Dispute Resolution and Binding Arbitration.

YOU AND SILIENT ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

1. All disputes arising out of or relating to these Terms shall be finally resolved by arbitration conducted in the English language in Delaware under the commercial arbitration rules of the American Arbitration Association. The parties shall appoint as sole arbitrator a retired judge who presided in the State of Delaware. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award punitive damages, including but not limited to federal or state statutes permitting multiple or punitive damage awards. Any purported award of punitive or multiple damages shall be beyond the arbitrator's authority, void, and unenforceable.

1. Notwithstanding the foregoing, Silient shall be entitled to seek injunctive relief, security, or other equitable remedies from federal and state courts located in the Delaware or any other court of competent jurisdiction.

1. You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR SILIENT WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

1. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

1. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

1. No Waivers. The failure by us to enforce any right or provision of these Terms 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 Silient.

1. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

1. Notices.

1. To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

1. To Us. To give us notice under these Terms, you must contact us as hello@silient.com. We may update the email address for notices to us by posting a notice on the Site. Notices will be effective upon sending the email. 

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

1. Entire Agreement. Our order confirmation, these Terms, 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 Terms.