TERMS OF SALE

1. Applicability.

(a) These terms and conditions of sale (these “Terms”) are the only terms which govern the online sale of the products and goods (“Goods”) sold by Former Champion LLC (d/b/a “No Mas”) through its website located at http://www.nomas-nyc.com/, to you (“Buyer”).  

(b) The accompanying online invoice (the “Sales Confirmation” and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms.  Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms.

2. Delivery.

(a) The Goods will be delivered within a reasonable time after the receipt of Buyer’s online purchase order, subject to the availability of finished Goods.  No Mas shall not be liable for any delays, loss or damage of the goods while in transit.

(b) Unless otherwise agreed to in writing by the parties, No Mas shall deliver the Goods to Buyer using No Mas’s standard methods for packaging and shipping such Goods. 

(c) No Mas may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer.  Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.

(d) If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to No Mas’s notice that the Goods have been delivered at Buyer’s requested delivery address, or if No Mas is unable to deliver the Goods at Buyer’s requested delivery address on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss of the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) No Mas, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

3. Non-delivery.

(a) The quantity of any installment of Goods as recorded by No Mas on dispatch from No Mas’s place of business, or the place where No Mas stores the Goods, is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.

(b) No Mas shall not be liable for any non-delivery of Goods (even if caused by No Mas’s negligence) unless Buyer gives written notice to No Mas of non-delivery within [7] days of the date when the Goods would have been received in the ordinary course of business.

(c) Any liability of No Mas for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time period or by adjusting the invoice total to reflect the actual quantity delivered.

4. Title and Risk of Loss. Title and risk of loss passes to Buyer upon delivery of the Goods at the Buyer’s requested delivery address.  As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to No Mas a security interest in and to all of the right, title and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing.  

5. Amendment and Modification.  These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.

6. Inspection and Rejection of Nonconforming Goods.

(a) Buyer shall inspect the Goods within [7] days of receipt (“Inspection Period”).  Buyer will be deemed to have accepted the Goods unless it notifies No Mas in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by No Mas.  “Nonconforming Goods” means the following: (i) product shipped is different than identified in Buyer’s purchase order; or (ii) the product’s label or packaging incorrectly identifies its contents. 

(b) If Buyer timely notifies No Mas of any Nonconforming Goods, No Mas shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods; or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to No Mas’s facility or warehouse.  If No Mas exercises its option to replace the Nonconforming Goods, No Mas shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s risk of loss, the replaced Goods to Buyer’s requested delivery address. 

(c) Buyer acknowledges and agrees that the remedies set forth herein are Buyer’s exclusive remedies for the delivery of Nonconforming Goods.  Except as provided here, all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to No Mas.

7. Price.

(a) Buyer shall purchase the Goods from No Mas at the price[s] (the "Price[s]") identified on its website for the specific product or good advertised for sale and as of the date of Buyer’s purchase.

(b) All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer.  Buyer shall be responsible for all such charges, costs and taxes. 

8. Payment Terms.  Buyer shall pay all invoiced amounts due to No Mas at the time of online purchase of the Goods.  Buyer shall make all payments hereunder by credit or debit card only and all payments must be made in U.S. dollars.

9. Limited Warranty.

(a) No Mas warrants to Buyer that for a period of (7) the date of shipment of the Goods (“Warranty Period”), that such Goods will materially conform to the specifications published specifications on the No Mas’s website as of the date of purchase.

(b) EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 9(a), NO MAS MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (iii) WARRANTY OF TITLE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

(c) Products and goods manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods, or may be sold separately through the Website. Third Party Products are not covered by the warranty in Section 9(a).  For the avoidance of doubt, NO MAS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

(d) No Mas shall not be liable for a breach of the warranty set forth in Section 9(a) unless: (i) Buyer gives written notice of the defect, reasonably described, to No Mas within [7] days of the time when Buyer discovers or ought to have discovered the defect; (ii) No Mas is given a reasonable opportunity after receiving the notice to examine such Goods and Buyer, if requested to do so by No Mas, returns such Goods to No Mas’s place of business at No Mas’s cost for the examination to take place there; and (iii) No Mas reasonably verifies Buyer’s claim that the Goods are defective.

(e) No Mas shall not be liable for a breach of the warranty set forth in Section 9(a) if: (i) Buyer makes use of such Goods after giving such notice; or (ii) the defect arises because Buyer failed to follow No Mas’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods.

(f) THE REMEDIES SET FORTH IN SECTION 9 SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND NO MAS’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 9.

10. Limitation of Liability.

(a) IN NO EVENT SHALL NO MAS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY, CONTRACT, TORT OR OTHERWISE, UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL NO MAS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT AND INCLUDING NEGLIGENCE OR OTHERWISE, EXCEED (7).

(c) The limitation of liability set forth in Section 10(b) above shall not apply to (i) liability resulting from No Mas’s gross negligence or willful misconduct; and (ii) death or bodily injury resulting from No Mas’s acts or omissions.

11. Compliance with Law.  Buyer shall comply with all applicable laws, regulations and ordinances.  

12. Termination.  In addition to any remedies that may be provided under these Terms, No Mas may terminate this Agreement with immediate effect upon written notice to Buyer in No Mas’s sole discretion.

13. Waiver. No waiver by No Mas of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by No Mas. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof.  No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

14. Force Majeure.  No Mas shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of No Mas.

15. Assignment.  Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without No Mas’s prior written consent.  Any purported assignment or delegation in violation of this Section is null and void.  No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

16. Governing Law. All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision.

17. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in Manhattan and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

18. Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing.  All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid).  Except as otherwise provided in this Agreement, a Notice is effective only (i) upon receipt of the receiving party, and (ii) if the party giving the Notice has complied with the requirements of this Section.

19. Severability.  If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Subscribe to our newsletter

New Account
Log-in
I read and agreed to Terms & Conditions and Privacy Policy