Privacy Policy

Products from time to time without prior notice. Any order Purchaser places within ten (10) days of any such modification shall be invoiced on the basis of the previous wholesale prices.

No discount, credit or deduction shall be valid without written confirmation from Seller.

8. Payment Terms

8.1. – Purchaser shall pay the purchase price immediately unless the company grants payment terms, which may be up to seven (7) days from the date of Seller’s invoice. The time of payment of the purchase price shall be of the essence for the purposes of these T&C. Any change to the time of payment must be in writing and signed by Seller.

8.2. – All payments shall be made in full without any set-off, restriction or condition and without any deduction or counterclaim and shall not be deemed effected until the due amount has cleared into Seller’s bank account.

8.3. – Should Seller grant seven (7) day payment terms to Purchaser, Purchaser shall provide a credit card for payment of any sums that remain outstanding seven (7) days after Seller has issued an invoice. Purchaser acknowledges and agrees that Seller may charge the credit card for the outstanding sum after seven (7) days have passed.

8.4. – Purchaser may pay invoices using a credit card, but Seller only will accept credit cards for immediate payment of invoiced amounts.

9. Modification of the Method of Payment

9.1. – Notwithstanding the foregoing, Seller reserves the right, in its sole discretion, to modify Purchaser’s payment terms from time to time in light of Purchaser’s financial situation or late or incomplete payment history or other factors that Seller reasonably considers relevant, including by requiring cash on delivery payment or payment by means of bank transfer.

9.2. – In the event Purchaser does not accept any modification of the terms of payment, Seller shall be entitled to cancel all pending orders.

10. Payment Default

10.1. – If any sum payable is not paid when due, Seller reserves the right to add interest to the unpaid sum from the due date until payment is made in full, at the then current Wall Street Journal Prime Rate + 5% per annum. Seller may suspend any further delivery of Products if Purchaser fails to pay for the Products according to the agreed-upon terms.

10.2. – Seller or its agents or representatives are expressly authorized to take possession of any unpaid Products.

7. Discounts

10.3. – Any and all legal costs and related costs incurred by Seller in recovering unpaid amounts shall be borne by Purchaser.

11. Delivery

11.1. – Except as otherwise agreed, the wholesale price shall not include delivery costs.
11.2. – Products shall be delivered to Purchaser’s premises or at such other location specified in Purchaser’s order and confirmed in the Order Confirmation.

11.3. – If Purchaser refuses to accept delivery of Products, Purchaser will be responsible for all return shipping costs, in addition to any other shipping costs under this Section, and Seller may deem the order canceled and Section 3 of these T&C shall apply.

11.4. – Seller shall have the right to choose the carrier.

12. Damaged Products

12.1. – Seller will replace, at no cost to Purchaser, any Products which are proven to the reasonable satisfaction of Seller to be damaged or defective due to defect in material or workmanship; provided that: (i) Purchaser has notified Seller of such defect or suspected defect within five (5) days of delivery for defects that should be apparent on reasonable inspection or within two (2) weeks of discovery of the damage or defect if the damage or defect is not apparent on reasonable inspection, but in no event later than 6 months from the delivery date; (ii) Purchaser has reasonably used and/or stored the Products while in Purchaser’s possession; and (ii) the Products were not damaged due to the actions of Purchaser and the Products are returned to Seller.

12.2 – Except as provided in condition 12.1 above, Seller shall not be liable for any damages, including direct, consequential, special, indirect, incidental, exemplary or punitive damages, or any lost income or profits, arising out of or in connection with the Products.

13. Retention of Title

All Products shall remain the property of Seller until Seller has been paid in full for the Products.

14. Storage and Safekeeping

Without prejudice to the foregoing, Purchaser shall store and keep the Products safely and have in place an insurance policy covering substitution or replacement value for damage to the Products. Purchaser bears the risk of loss for Products once they are loaded on a carrier for shipment by Seller. Seller may request a copy of the insurance policy from Purchaser. Purchaser is prohibited from removing any identification mark or element of the Products and may not incorporate any such identification mark or element into any other product or goods.

15. Termination

15.1. – Seller may, by written notice, immediately terminate the T&C, including any pending orders, if Purchaser is in material breach of the T&C or enters into insolvency, bankruptcy, any arrangement with its creditors or any other arrangement which has a like effect. Failure to pay the sums due in accordance with Section 10.1 is a material breach of the T&C.

15.2. – The termination of the T&C is without prejudice to the rights, duties and liabilities either Purchaser or Seller accrued prior to termination.

16. Force Majeure

Seller shall not be liable to Purchaser for any failure or delay in the performance of the T&C if such failure or delay is due to any event beyond the reasonable control of Seller, including, without limitation, acts of God, war, industrial disputes, protests, fire, tempests, explosion, acts of terrorism, national emergencies and the impact of pandemics, epidemics and other health emergencies and Seller shall be entitled to an extension of time for performing such obligations as a consequence of the event.

17. Intellectual Property

Purchaser hereby acknowledges that Seller is, and will remain, the owner of all intellectual property rights in the Products and agrees not to act in any way which could potentially infringe or compromise Seller’s intellectual property rights. In particular, Purchaser shall not undertake any promotional campaign involving the Products or any of Seller’s intellectual property without Seller’s prior written consent. Nothing in the relationship between Seller and Purchase, creates a license of any of Seller’s intellectual property.

18. Waiver

The failure of any party to insist upon strict performance of any provision of the T&C shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of the same provision in the future. Any waiver to be effective must be in writing a writing signed by Seller and Purchaser. These T&C may not be amended except by a written instrument signed by Seller and Purchaser.

19. Severability

In the event one or more provision of the T&C shall be held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and shall remain enforceable to the fullest extent permitted by law.

20. Jurisdiction and Applicable Law

The T&C and any disputes relating hereto or any transaction contemplated hereby between Seller and Purchase will be governed by and construed in accordance the laws of the State of New York without regard to any of its conflicts of law principles which could result in the application of the laws of another jurisdiction. Any action, suit or other proceeding arising from the T&C or any transaction contemplated hereby between Seller and Purchase shall be resolved solely in the state or federal courts located in New York County, New York, and each the Parties hereby consents to the exclusive jurisdiction of such courts and waives any objection to the laying of venue in such courts. The prevailing Party in action, suit or proceeding shall be entitled to be reimburse for in costs and expenses (including, without, limitation, attorneys’ fees and expenses) incurred in connection with such action, suit or proceeding. Any judgment or other decision of any such court in such action, suit or proceeding shall be enforceable, without further proceedings, anywhere in the world where a Party is located, does business, or has assets.