DADELSZEN TERMS AND CONDITIONS OF SALE
AGREEMENT. All purchases or orders by You are subject to and incorporate these, Dadelszen’s Terms and Conditions of Sale (“T&Cs”), and by placing any order or making any purchase with Dadelszen Ltd, you agree to them. Only if there is a separate written agreement between us, specifically agreed to in writing by Dadelszen, will the terms of that written agreement that conflict with these T&Cs, prevail. On acceptance by Dadelszen of an order or purchase, these T&Cs become the “Agreement ” between You and Dadelszen for the purchase and sale of those goods or services (“Products”).
DELIVERY TIME. Any time or date for delivery specified by Dadelszen is an estimate only, and we are not liable for delay. For Products that are not in stock or are custom made, allow an estimated 25 business days plus shipping/delivery time. For shoes that are not in stock, allows six months plus shipping/delivery time. Times may be longer in peak season.
NO CANCELLATIONS OR CHANGES. We cannot modify, cancel or otherwise alter orders after the order is placed. In the unlikely event that Dadelszen agrees in writing to a cancellation or modification, that is subject to additional conditions imposed by Dadelszen reimbursing us for any costs, expenses and losses relating to such change.
RETURNS. Products that You have had altered or washed or cleaned cannot be accepted for return by Dadelszen. Custom made, bespoke, and made-to-measure Products that conform to the measurements and customizations submitted by You cannot be accepted for return by Dadelszen. You acknowledge that slight variances from Product measurements submitted by you may be necessary in the best judgment of Dadelszen to ensure correct fit and drape. You acknowledge that variations between two Products, and variations in conformance with visual representations and colours and materials presented online, via email, or in-person, may arise due to natural and normal variations in materials and dyeing, and the hand-made nature of manufacture. Due to variations in screen resolution and devices, colours and images may vary from the actual Product. Product will not be accepted for return by Dadelszen without Dadelszen’s prior written consent, which is at Dadelszen’s sole discretion. If consent is given to return a Product, then the return must be in accordance with the instructions provided by Dadelszen, and at Your sole cost.
PAYMENT. Payment is due and processed on placement of online, phone and in-store orders and purchases. For certain custom made, bespoke, and made-to-measure Products, full payment is due and processed on placement of order. No part of any amount payable to Dadelszen may be reduced due to any counterclaim, set-off, adjustment or other right which the You might have against Dadelszen. If You fail to pay for any one or more Products when due, Dadelszen will have the right, in addition to other remedies, to cancel all Your orders.
QUOTES, PRICES, TAXES AND CHARGES. Quotes are an invitation to You to do business with Dadelszen and are not offers and are valid for one week. All prices and delivery charges on our site are in either US dollars or New Zealand dollars and, if delivered in New Zealand, include New Zealand GST (if any). Prices do not include taxes, duties and other charges, which your customs authority or government may charge you. You shall reimburse Dadelszen for all taxes, excises or other charges that Dadelszen may be required to pay to any governmental entity or collect for any governmental entity for the production, sale, transportation, delivery or use of the Products sold to You.
RISK OF LOSS. Unless stated otherwise in any Invoice to which these T&Cs are attached, delivery of the Products shall either be (i) “Ex Works” (Dadelszen’s premises) as defined in Incoterms 2010 and deemed to occur when You, Your carrier or agent commences loading the Product at Dadelszen’s premises; except where (ii) Dadelszen has agreed in writing to deliver the Products to premises nominated by You (eg. in your online order) in which event it is “Delivered at Place” as defined in Incoterms 2010 and delivery occurs when Dadelszen or its agent commences unloading the Product at Your nominated premises. Risk of loss of, damage to, or arising from Products transfers to You upon delivery. Ownership of Products remains with Dadelszen and shall only pass to the You on payment of the full purchase price.
NO LICENSE. The sale of any Product does not transfer to You any right or license under any patent, trademark, design or other intellectual property right with respect to such Product. Dadelszen retains ownership of all intellectual property rights to the Products sold under these T&Cs.
WARRANTIES. Dadelszen is not liable for claims caused by the following: 1) negligence of You or any third party; 2) alteration, contamination or misuse of the Product; 3) any specification or modification made at Your the request; 4) Your failure to follow Product care instructions provided by Dadelszen or in accordance with reasonable standards; and/or 5) Your failure to comply with laws. Dadelszen has no liability for any warranty claims: 1) submitted after expiration of the claim period; or 2) if Dadelszen is not given reasonable opportunity to examine the Products to which the claim relates and You do not return such Products to Dadelszen upon Dadelszen’s request or in accordance with these T&Cs.
CLAIM PERIOD. In no event shall You make a warranty claim or commence any action more than 72 hours after delivery of the Products to which the claim relates. Your failure to give Dadelszen written notice of any claim or action within the applicable time period shall constitute an absolute and unconditional waiver of such claim or action.
DISCLAIMER. EXCEPT AS STATED IN THESE T&Cs, DADELSZEN MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, NO MATTER WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR AGAINST INFRINGEMENT.
LIMITATION OF LIABILITY. DADELSZEN’S SOLE LIABILITY, AND YOUR REMEDY AGAINST DADELSZEN FOR ANY AND ALL CLAIMS, WHETHER FOR BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS LIMITED, AT DADELSZEN’S ELECTION, TO: (a) DELIVERY OF REPLACEMENT PRODUCT, (b) MODIFICATION OF THE PRODUCT, OR (c) REFUND OR ISSUANCE OF A CREDIT TO YOU IN AN AMOUNT EQUAL TO THE PRODUCT’S PURCHASE PRICE. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL DADELSZEN BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR ENHANCED DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF OPPORTUNITY OR DIMINUTION IN VALUE, RESULTING OR ARISING FROM OR IN CONNECTION WITH BREACH OF DADELSZEN’S WARRANTIES OR THESE T&C’S OR ANY CAUSE ARISING FROM OR IN CONNECTION WITH THE PRODUCT. TO THE EXTENT PERMITTED BY LAW, ANY STATUTORY REMEDIES WHICH ARE INCONSISTENT WITH THIS PROVISION ARE EXPRESSLY WAIVED BY YOU.
EXCUSES FOR NONPERFORMANCE. Dadelszen shall not be responsible for non-performance or delays in performance due to causes beyond Dadelszen’s control, including but not limited to acts of God, strikes or other labour disputes, acts of terror, war, shutdowns, voluntary or involuntary compliance with any law, order, regulation, recommendation or request of any governmental authority, inability to obtain fuel, material or parts, delays or unavailability of transportation, breakdowns of machinery or equipment, fires, explosions or accidents. In addition, Dadelszen shall be excused in the event of its inability to obtain raw materials (on a commercially reasonable basis) necessary for manufacturing the Product. Should any such event occur, Dadelszen shall have the right to allocate remaining production and/or supply among its customers as it determines, and You hereby release Dadelszen from liability for any resulting incomplete fulfillment of any order.
MISCELLANEOUS. This Agreement is not assignable by You. If any provision is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be amended to as closely as possible achieve the intended effect of this Agreement in a valid, lawful and enforceable manner, or if not possible, then deleted and ineffective to the extent thereof, all without affecting any other provision of this Agreement. The parties disclaim applicability of the U.N. Convention on the International Sale of Goods to the sale of Products under these T&Cs. This Agreement shall be governed by the laws of New Zealand, and You agree to be subject to jurisdiction in the courts of New Zealand. Except as otherwise provided, all notices provided for by this Agreement shall be given in writing either by actual delivery or by e-mail or registered or certified mail, return receipt requested, and shall be deemed to be received on the date personally delivered or sent by e-mail, or three (3) days after deposited in the mail postage prepaid. Except as provided for in these T&Cs, this document constitutes the entire written agreement between You and Dadelszen regarding the sale and purchase of the Products and there are no understandings, agreements, representations, express or implied, that are not contained here regarding this subject matter. No modification of these T&Cs will be binding on Dadelszen unless approved by Dadelszen in writing.