Ursa Minor Terms and Conditions

Ursa Minor Vehicles Terms & Conditions

These Terms & Conditions (“Agreement”) shall control and govern the relationship between UMV, a California limited liability company (“UMV”) and the Customer (“Customer”). 

  1. Appointment and Acceptance for Services.  Customer retains and appoints UMV to provide custom modification services to Customer’s vehicle (“Vehicle”) described on UMV’s Vehicle Check-In and Inbound Inspection Report, pursuant to the terms and specifications (“Specifications”) described on UMV’s Estimate (“Services”).  UMV accepts such appointment and agrees to act in such a capacity as described in this Agreement and to be bound by all terms herein.
  2. Title.  Customer represents and warrants to UMV that the Vehicle is titled in Customer’s name and that Customer will be responsible for improvements made to the Vehicle.  UMV reserves the right at all times to require proof of ownership of the Vehicle from Customer.  Customer shall defend, at its expense, and hold harmless UMV and its customers, vendors, distributors, agents, employees, and dealers from all claims, suits, liabilities, damages, costs, attorney’s fees, or expenses arising out of any and all claims, actions or proceedings brought against them relating to or arising from Customer’s ownership or lack of ownership of the Vehicle.
  3. Garageman’s Lien.  Payment by Customer for the Services shall be secured by, and UMV shall be entitled to, a Garageman’s Lien against the Vehicle pursuant to Cal. Civil Code section 3068.  Customer shall be entitled to retake possession of the Vehicle only upon payment in full of all outstanding balances owed to UMV.   
  4. Services.  The Services to be provided by UMV shall be described in UMV’s Estimate, which is incorporated herein by reference, and the terms therein, including without limitation, pricing, payment schedule, delivery schedule and cancellation terms, shall be binding on Customer.
  5. Payment Terms.  Advertised prices are in U.S. Dollars and exclude shipping, handling and taxes unless otherwise noted.  Customer is responsible for paying all taxes associated with a purchase of Services or products from UMV.  Payment is due at the time stated in UMV’s Estimate or Invoice.  Amounts not paid when due shall bear interest at the rate of Ten Percent (10%) per annum or the highest rate allowed under applicable law, whichever is lower.  If Customer pays with credit card, Customer authorizes UMV to charge credit card according to the terms outlined herein. Customer certifies that Customer is an authorized user of the credit card and agree to waive all rights according to the card holders agreements with Customer’s issuing credit card company.  Customer further agrees to waive all rights to file disputes with Customer’s credit card company and waives any claims resulting in a charge back of funds from Customer’s issuing credit card company and UMV.  Any such disputes must be resolved directly with UMV with no guarantees of mutual resolution. 
  6. Risk of Loss; Insurance. 
(a) Services.  Customer accepts all risks of loss to the Vehicle at all times while the Vehicle is at UMV’s facilities during the Services and prior to the time Customer takes possession of the Vehicle.  It is the sole responsibility of Customer to maintain adequate insurance coverage protecting against loss to the Vehicle while at UMV’s facilities. 
(b) Products.  UMV will arrange to ship products purchased by Customer to the address provided by Customer and referenced in UMV’s invoice.  Title and risk of loss to products pass to the Customer when UMV’s shipper delivers the products to the address specified in UMV’s Invoice.
  1. Return Policy.  Unless otherwise agreed to in writing by UMV, the Customer may return or exchange most new and unused product(s) within 30 days from delivery.  Products must be in new, unused, unaltered and original condition with all original certificates and accessories. Custom orders are final and may not be returned or exchanged.  To return product(s), Customer must follow UMV’s return procedures, including obtaining a return authorization (R/A) number and return product(s) within 10 days after receipt of an R/A number from UMV. All returns must be accompanied with all original packaging, instructions and warranties, as applicable.  UMV will refund the original purchase price of the returned product(s) and related sales taxes, if any, less a restocking fee of 10% of the purchase price. SHIPPING & HANDLING, DELIVERY AND SIMILAR FEES (INCLUDING RELATED SALES TAXES) ARE NOT REFUNDABLE. THE CUSTOMER IS RESPONSIBLE FOR PRODUCT(S) UNTIL UMV RECEIVES THEM. THE CUSTOMER WILL BE CHARGED A 10% RESTOCKING FEE TO RETURN PRODUCT(S). Returned products must be in the same condition as received. THIS RETURN POLICY IS NOT A WARRANTY. Additional restrictions may apply.
  2. LimitedWarranty.  UMV WARRANTS THAT SERVICES RENDERED TO THE VEHICLE SHALL BE AS DESCRIBED IN UMV’S ESTIMATE ACCEPTED BY CUSTOMER AND THAT ALL SERVICES DELIVERED BY IT TO CUSTOMER SHALL BE FREE FROM DEFECTS IN WORKMANSHIP FOR A PERIOD OF TWELVE (12) MONTHS FROM DATE OF DELIVERY, BUT THERE ARE NO WARRANTIES WHICH EXTEND BEYOND SUCH DESCRIPTION. IN ADDITION, UMV WARRANTS THAT ANY PRODUCTS, PARTS OR MATERIALS THAT ARE MANUFACTURED BY UMV SHALL BE FREE FROM DEFECTS IN WORKMANSHIP FOR A PERIOD OF TWELVE (12) MONTHS FROM DATE OF DELIVERY.  UMV DISCLAIMS ANY WARRANTY PERTAINING TO THE CONDITION, WORKMANSHIP OR UTILITY OF ANY PARTS OR MATERIALS OBTAINED FROM THIRD PARTIES, AND UMV HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE AND ANY WARRANTY WHICH MIGHT OTHERWISE ARISE FROM THE COURSE OF DEALING BETWEEN THE PARTIES THERETO OR FROM ANY USAGE OF TRADE.

During the warranty period, UMV will, at its option: (1) repair any matters of workmanship that are deemed defective; or (2) replace any UMV-manufactured parts or products that are deemed defective; or (3) refund the amount the Customer paid for any workmanship or UMV-manufactured parts or products that are deemed defective.  The Customer must assist UMV in diagnosing issues with the Vehicle and/or products and follow UMV’s warranty processes. If UMV determines the Services require repair or replacement, the Customer will be required to deliver the Vehicle to UMV’s facility at Customer’s expense. If UMV determines the products require repair or replacement, the Customer is responsible for properly packaging the defective product(s), paying all shipping costs, loss, or damage to the product(s) during shipment, and any other taxes, fees or charges associated with transporting the product(s) to UMV.  The Customer will be required to return any defective product(s) to UMV before UMV delivers repaired or replacement product(s) to the Customer.   

THIS LIMITED WARRANTY DOES NOT COVER ANY INCIDENTS OR DAMAGES WHICH ARISE BY REASON OF OFF ROADING, MISUSE OR MINOR IMPERFECTIONS WITHIN DESIGN SPECIFICATIONS OR WHICH DO NOT MATERIALLY ALTER QUALITY, FUNCTIONALITY OR DESIGN. UMV DOES NOT WARRANT AND IS NOT RESPONSIBLE FOR DAMAGES CAUSED BY OFF ROADING, MISUSE, ABUSE, ACCIDENTS, UNAUTHORIZED REPAIR OR CLEANING, OR THE COMBINATION OF UMV’S SERVICES OR PRODUCTS WITH OTHER PRODUCTS OR SERVICES, ALL OF WHICH SHALL VOID UMV’S LIMITED WARRANTY HEREUNDER.

UMV MAKES NO REPRESENTATIONS WHATSOEVER CONCERNING ANY EFFECT THE SERVICES MAY HAVE ON THE VEHICLE MANUFACTURER’S WARRANTY. IT IS THE SOLE RESPONSIBILITY OF CUSTOMER TO VERIFY WITH THE VEHICLE MANUFACTURER THE EFFECT UMV’S SERVICES MAY HAVE ON ANY WARRANTY, INCLUDING POTENTIAL VOIDING OF ANY MANUFACTURER’S WARRANTY.  IN ADDITION, UMV’S SERVICES TO THE VEHICLE MAY RENDER THE VEHICLE IN VIOLATION OF FEDERAL, STATE OR LOCAL EMISSIONS STANDARDS, TRAFFIC REGULATIONS, PRIVATE AUTOMOBILE INSURANCE POLICY, OR DOT REGULATIONS.  CUSTOMER ASSUMES ALL RISK AND RESPONSIBILITY IN CONNECTION WITH THE FOREGOING.

  1. Limitation of Liability.  UMV’s aggregate liability for any direct damages under this Agreement shall not exceed the price of the Services OR product(s) with respect to which the damages occurred.  IN NO EVENT SHALL UMV BE LIABLE TO THE CUSTOMER (OR ANY THIRD PARTY) FOR LOSS OF PROFITS OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES ARISING OUT OF ANY BREACH OF THIS AGREEMENT OR OBLIGATIONS UNDER THIS AGREEMENT, NOR WILL UMV BE LIABLE FOR ANY DAMAGES CAUSED BY FAILURE OR DELAY IN PROVIDING THE SERVICES TO THE CUSTOMER.  
  2. Ownership of Materials.  Customer acknowledges and agrees that UMV is the exclusive owner of all right, title and interest in and to UMV’s registered and unregistered marks, which include, without limitation, the name "Ursa Minor Vehicles," “UMV” and certain other service marks, trademarks, trade dress and other commercial related symbols. Customer is not authorized to and shall refrain from entering into any relationship with, or sponsorship or endorsement arrangement concerning, any third party individual or entity where such relationship results in, involves, or purports to permit, the use or display by such third party of UMV’s name, or in connection with the offering or promotion of such third party's products, services, programs, beliefs or causes. Notwithstanding the foregoing, Customer is entitled to the use the markings “Ursa Minor Vehicles”, “UMV” and other trademarks, service marks, slogans, designs and artwork of UMV applied to the Vehicle or any parts therein, and only in the manner and form designed by UMV.
  3. Publicity.  Customer grants to UMV the perpetual, royalty-free right and license to publicize UMV’s Services and the Vehicle, including photographs, video and other media, in all advertising and marketing materials of UMV, including without limitation, catalog(s), web site(s), social media account(s) and promotional material(s).
  4. Assignment; Binding Effect.  Customer shall not assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without obtaining the prior consent of UMV. Subject to the foregoing, all of the provisions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties to this Agreement and their respective heirs, legal representatives, successors and assigns.
  5. Amendment; Waiver.  This Agreement may be amended, modified or superseded only by a written instrument signed by UMV and Customer. UMV shall not be deemed to have waived compliance of any provision of this Agreement unless such waiver is contained in a written instrument signed by UMV and no waiver that may be given by UMV will be applicable except in the specific instance for which it is given. The failure of UMV to enforce at any time any of the provisions of this Agreement or to exercise any right or option contained in this Agreement or to require at any time performance of any of the provisions of this Agreement by the Customer shall not be construed to be a waiver of such provisions and shall not affect the validity of this Agreement or any of its provisions or the right of UMV thereafter to enforce each provision of this Agreement. No course of dealing shall operate as a waiver or modification of any provision of this Agreement or otherwise prejudice UMV’s rights, powers and remedies.
  6. Jurisdiction; Venue.  Any claim, dispute or action arising out of relating in any way to the formation, validity, interpretation, performance or termination of this Agreement shall be brought in a court of competent jurisdiction, whether State or Federal, located in San Diego County, California.  In connection with any such proceeding, the Customer (a) irrevocably consents and submits to the personal jurisdiction of the State and Federal courts located in San Diego County, California and waives any objection based on purported lack of personal jurisdiction in such court; (b) irrevocably waives any objection which the Customer may have at any time to the laying of venue of any such proceeding in any such court in San Diego County, California; and (c) irrevocably waives any claim that any such proceeding brought in any such court in San Diego County, California has been brought in an inconvenient forum. 
  7. Construction; Interpretation.  The following provisions shall apply to the construction and interpretation of this Agreement:

(a)             Section titles or captions in this Agreement are included for purposes of convenience only and shall not be considered a part of this Agreement in construing or interpreting any of its provisions. All references in this Agreement to Sections shall refer to Sections of this Agreement unless the context clearly otherwise requires;

(b)             When used in this Agreement, the word “including” shall have its normal common meaning and any list of items that may follow such word shall not be deemed to represent a complete list;

(c)             The parties have participated jointly in the negotiation and drafting of this Agreement. If any ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement;

(d)             Unless the context otherwise requires, when used in this Agreement, the singular shall include the plural, the plural shall include the singular, and all nouns, pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, as the identity of the person or persons may require;

(e)             The parties do not intend that this Agreement shall confer on any third party any right, remedy or benefit or that any third party shall have any right to enforce any provision of this Agreement; and

(f)              This Agreement shall be governed by, and the terms hereof shall be construed and enforced in accordance with the laws of the State of California without giving effect to any conflict of law, rule or principle of such state. 

  1. Force Majeure.  UMV shall not be liable for any delay in or impairment of performance resulting in whole or in part from any unforeseen circumstances, accidents, embargoes, war or hostilities, invasion, rebellion, insurrection, riot, strike, lockout, pandemic, acts of God, or any other causes beyond its control.
  2. Severability.  If a court holds any provision of this Agreement or its application to any person or circumstance invalid, illegal or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it was held to be invalid, illegal or unenforceable, shall not be affected, and shall be valid, legal and enforceable to the fullest extent permitted by law, but only if and to the extent such enforcement would not materially and adversely frustrate the parties’ essential objectives as expressed in this Agreement. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties intend that the court add to this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be valid and enforceable, so as to effect the original intent of the parties to the greatest extent possible.
  3.           Entire Agreement.  This Agreement embodies the entire agreement and understanding of the parties related to its subject matter and supersedes all prior proposals, understandings, agreements, correspondence, arrangements and contemporaneous oral agreements relating to the subject matter of this Agreement. No representation, promise, inducement or statement of intention has been made by any party which has not been embodied in this Agreement.
  4. Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to constitute one and the same agreement.
  5. Take Off OEM or After Market Parts.  Certain parts from your vehicle may be modified or destructed to complete the services performed by UMV. If customer wishes to take possession of take off parts at the time of vehicle pick up, UMV must be notified in writing at the time of agreeing to UMV's services. Any remaining OEM "Take Off Parts" must be picked up at the time of vehicle release or the parts will be discarded by UMV.

By proceeding with Customer’s order, the Customer represents and warrants to UMV that (a) the correct name of the Customer is set forth in the order, (b) the individual making the order has the requisite authority to do so and fully bind the Customer, (c) the Vehicle is owned and titled in the name of the Customer, and (d) the Customer acknowledges that he/she/it has read, understands and agrees to UMV’s Terms and Conditions.