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Terms and conditions Terms and conditions
GOCCE DI LUCE U.S.A. CORP. - TERMS AND CONDITIONS OF PROPOSAL AND SALE
The terms and conditions of sale contained herein (the “Agreement”) apply to any quotation, order, purchase, receipt, delivery or use of any products (“Products”) from Gocce di Luce U.S.A. Corp. or any of its subsidiaries or affiliates (“Seller”) submitted through the Seller’s website (the “Web Site”). The term “Buyer” shall mean the person, firm or corporation executing a purchase order for Productsby phone, fax or through the Seller’s website.
1. Entire Agreement. This Agreement constitutes a complete and exclusive statement of the agreement between Buyer and Seller. All representations, promises, warranties or statements by any agent or employee of Seller that differ in any way from this Agreement shall be given no effect or force. This Agreement may in some instances conflict with some of the terms and conditions affixed to the form and/or order blank specified by Buyer. Therefore, acceptance of Buyer’s order is made only on the expressed understanding and condition that insofar as this Agreement conflicts with any terms and conditions of Buyer’s order, this Agreement shall govern, irrespective of whether Buyer accepts this Agreement by a written acknowledgement, by implications or acceptance and payment of Products ordered hereunder. Seller’s failure to object to provisions contained in any communications from Buyer shall not be deemed a waiver of this Agreement. Any changes to this Agreement must specifically be agreed to in writing by Seller before becoming binding on Seller. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance or acquiescence in a course of performance rendered under the Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and the opportunity for objection.
2. Order approval. All orders are subject to the approval by Seller. Seller reserves the right at any time after receipt of Buyer’s order to accept or decline such order, or any portion thereof, even after Buyer’s receipt of an order confirmation. Seller reserves the right, at Seller’s sole discretion, to limit the quantity of items purchased and/or to prohibit sales to dealers. If Buyer’s credit card has already been charged for the purchase and Buyer’s order is canceled, Seller will promptly issue a credit to Buyer’s credit card account in the amount of the incorrect price.
3. Prices. All prices are exclusive of transportation charges unless otherwise specifically set forth on the face side hereof. All prices listed and quoted by Seller are exclusive of any federal, state or municipal sales, use or other similar taxes which Seller may be required to collect or pay upon sale or delivery of its products to Buyer and Buyer shall be responsible for payment of such taxes. Currently Seller collects sales tax only on shipments to New York. Prices for Products to be delivered to Canada do not include custom duties.
4. Credit Approval. All orders and shipments shall be at all times subject to the approval of the Seller's credit department or factor. In the event that such approval is subsequent to Seller’s approval of order, Seller shall have the right to cancel the order at any time without liability, and Seller shall not in such event be liable for breach and non-performance of contract in whole or in part.
5. No cancellation. Buyer’s order is not subject to cancellation by Buyer for any reason. Seller will not accept Products for return or exchange after delivery of Products. Products can only be returned with a written return authorization by Seller.
6. Payment. Payment shall be made by credit card, switch card or such other means as may be specified on the Web Site. If Buyer pays by credit card, Buyer’s account will be debited at the time of Seller's acceptance of Buyer’s order and e-mail conformation thereof to Buyer. If Buyer uses another method of payment as offered on the Web Site, payment must be received by Seller prior to shipment.
7. Delivery. Seller will deliver the Products to the delivery address specified by Buyer in the order form and in accordance with the delivery option chosen by Buyer. The cost of delivery shall be paid by Buyer. Signature is required for delivery. Seller will normally ship Products within five business days of receipt of payment of Products; provided that delivery dates are estimates and based upon availability of materials, production schedules and prompt receipt of all necessary information until availability. Seller reserves the right to cancel the order at any time as the result of its inability to supply or ship the Products without any liability to Buyer.
8. Packaging. Prices stated are based on Seller's standard packaging. Packaging will be standard commercial package and acceptable to commercial carrier.
9. Title and risk of loss. Title and risk of loss to all Products will pass to Buyer on delivery. At the option of Seller, Seller will issue credits or replace Products returned due to damage in transit or that are lost in transit.
10. Acceptance of Products. return of damaged Products and limitations on claims. Upon Buyer's receipt of shipment, Buyer shall immediately inspect the Products. In the event of shipping damage or loss, Buyer must contact Seller within seventy-two (72) hours after receipt of shipment and obtain a Return Materials Authorization (“RMA”). All authorized returns must be accompanied by a copy of the original invoice and a RMA number. Returns will not be accepted without a RMA number. Unless Buyer provides Seller with written notice of any claim for shortages of or defects in the Products or any other matter pertaining to the condition of the Products, compliance with specifications or affecting Products shipped to Buyer within seventy-two (72) hours after receipt of shipment, such Products shall be deemed finally inspected, checked and accepted by Buyer.
11. Buyer’s Default. If Buyer refuses to accept any shipment when properly tendered, or fails to make any payment due to Seller under this or any other order or agreement with Seller, the total amount payable under this and/or any other order or agreement with Seller shall become immediately due and payable. In addition, Seller shall have the right to withhold or cancel any further shipments to Buyer until such full payment has been made. Seller retains the right upon breach of this Agreement by Buyer to sell Buyer’s Products in Seller's possession.
12. Force Majeure. Seller will not be liable for any damage, loss, fault or expenses arising out of delays in shipment or other non-performance of this Agreement caused or imposed by: (a) strikes, fires, disasters, riots, acts of God; (b) acts of Buyer (c) shortages of labor, fuel power, materials, supplies transportation or manufacturing facilities; (d) governmental action; (e) subcontractor delay; or (f) any other cause or condition beyond Seller's reasonable control. In the event of any such delay or non-performance, Seller may, at its option, and without liability, cancel all or any portion of this Agreement and/or extend any date upon which any performance hereunder is due.
13. LIMITATION OF REMEDIES. THE SOLE OBLIGATION AND LIABILITY OF SELLER, ITS EMPLOYEES, DISTRIBUTORS, DIRECTORS OR AGENTS, AND BUYER’S SOLE AND EXCLUSIVE REMEDY, IN CONNECTION WITH THIS PRODUCT OR ITS USE OR APPLICATION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, SHALL BE STRICTLY LIMITED AT SELLER’S OPTION TO REPAIR OR REPLACEMENT OF THIS PRODUCT. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES.
14. Miscellaneous. This Agreement sets forth the entire transaction between the parties.  Any and all prior agreements, warranties or representations made by either party are superseded by this terms and conditions.  All changes in this Agreement shall be made by a separate document and executed in writing by both parties. No warranties or modifications of these terms and conditions shall be binding on either party unless in writing and signed by both parties. No agent of Seller, unless authorized by Seller, has any authority to waive, alter or enlarge this Agreement, or to make any new or substituted or different contracts, representations or warranties. If any provision or term of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement will not be affected.
15. Applicable Law. This Agreement shall be governed by the laws of (and all actions hereunder shall be brought in) the State of New York (without reference to such state’s choice or conflict of laws provisions), including such state’s Uniform Commercial Code, except that, to the extent any provision of this Agreement shall be inconsistent therewith, the terms of this Agreement shall be controlling.
16. Jurisdiction. Seller agrees that any dispute or cause of action which arises in connection with this Agreement shall be brought before a court of competent jurisdiction in the State of New York and hereby consents to the personal jurisdiction of such court and waives any argument with respect to venue or convenience of forum.

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