In these Terms & Conditions the following words shall have the following meanings:
“Buyer” means the organization or person who buys Goods. “Goods” means the articles to be supplied to the Buyer by the Seller. “Seller” means Avy & Dan, Inc., a California Corporation.
These Terms and Conditions shall apply to sales of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed to in writing by the Seller.
Price and Payment
The price shall be as set forth on the website of the Seller or a writing by Seller. Payment is required before release of goods by the Seller.
Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on, or as close as possible to the date required by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. If the Seller is unable to deliver the Goods because of actions or circumstances under the control of the Buyer, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be affected and the Buyer shall be liable for any expense associated with such storage.
Any damages, shortages, over deliveries and duplicated orders should be reported to the Seller within 30 days of signed receipt to enable replacement or refund.
Risk of Loss
Risk in the Goods shall pass to the Buyer upon receipt of the goods. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to the Buyer or set aside for its collection, whichever happens first.
Retention of Title
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods. Seller, at its own discretion, may register a security interest in the Goods at the appropriate Secretary of State in order to retain title.
Return of goods
All goods are sold on a firm sale basis. However, if the Goods received by Buyer have a defect in design, material or workmanship, and such defect is brought to the attention of the Seller within 30 days of receipt, such Goods may be returned to Seller in exchange for a refund for the Goods. Any returns must be authorized by a representative of the Seller based on evidence of defect(s) provided and assigned an RGA (Return Goods Authorization) number before any credit will be given. This RGA number must appear on all packaging and paperwork. Where the Seller agrees to accept the return of goods, the Buyer will be responsible for the cost of shipping unless otherwise instructed by Seller and will ensure that they are carefully packaged to avoid any damage in transit.
Limitation of Liability
The Seller shall not be liable for any all loss or damage suffered by the Buyer in excess of the contract price, unless mandated by California law.
There is no warranty unless specifically granted in writing by Seller for a specific product.
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, pandemics, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time, as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
Relationship of the Parties
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
Governing Law and Jurisdiction
These Terms & Conditions shall be governed by and construed in accordance with the laws of The State of California, USA, and the parties hereby submit to the exclusive jurisdiction of the State of California.
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.