PLEASE READ THESE TERMS AND CONDITIONS THOROUGHLY BEFORE PLACING YOUR ORDER. DO NOT PLACE AN ORDER UNLESS YOU UNDERSTAND THESE TERMS AND CONDITIONS OF SALE AND AGREE TO ABIDE BY THEM. SELLER RESERVES THE RIGHT TO AMEND OR MODIFY THESE TERMS AND CONDITIONS OF SALE AT ANY TIME IN ITS SOLE DISCRETION.
SECTION 1. Identity of Parties .
All sales made by Edun Apparel Ltd., hereinafter referred to as Seller, to you, hereinafter referred to as Customer, are governed by the following Terms and Conditions of Sale unless otherwise indicated by Seller in writing.
SECTION 2. Orders .
Customer shall order goods from Seller under this agreement (the “Agreement”) by submitting to Seller a written purchase order specifying the products, quantities and requested delivery dates required to enable Seller to fill the order (hereinafter, “Products”). The purpose of the purchase order to be issued under this Agreement is for specifying the Products; no terms and conditions of Customer's purchase orders, Seller's order acknowledgment or any other document or instrument of Customer or Seller shall be binding upon the other party or amend or modify this Agreement in any manner.
SECTION 3. Customer's Rights and Obligations.
Customer agrees to accept the Products and pay for them according to the terms further set out in this Agreement and in the applicable purchase order.
Products are deemed received by Customer upon delivery to Customer's address as set forth above or to a carrier at Seller's point of shipment.
Customer has the right to examine the Products upon receipt and has 10 days in which to notify seller of any claim for damages based on the condition, grade, quality or quality of the Products. Such notice must specify in detail the particulars of the claim. Failure to provide such notice within the requisite time period constitutes irrevocable acceptance of the Products.
SECTION 4. Seller's Obligations.
Seller's obligation to ship orders to Customer under this Agreement shall be subject to Seller's right and ability to make such sales and obtain required licenses and permits, under all applicable decrees, statutes, rules and regulations of a government and/or agency with competent jurisdiction presently in effect or which may be in effect hereafter.
Title to and risk of loss of the Products shall pass to Customer upon the earlier of delivery of the Products to Customer or to a carrier at Seller's point of shipment.
SECTION 5. Intellectual Property.
Customer unconditionally guarantees that any intellectual property related to the Seller, including, but not limited to: elements of text, graphics, photos, designs, trademarks, tradenames, logos or other artwork associated with edun LIVE, Edun Americas Inc., Edun Apparel Ltd., and/or U2, and the persons, Ali Hewson, and/or Bono, (hereinafter collectively known as “Seller’s Marks”) are the property of the Seller, and Customer agrees to the following in all use of Seller’s Marks:
(a) not to use the Seller’s Marks (or any part thereof) without Seller's prior written approval;
(b) to comply with Seller's guidelines and instructions regarding use of the Seller’s Marks (attached hereto as Appendix I) as communicated to Customer from time to time;
(c) in the event Seller notifies Customer that such use is not in conformance with Seller's guidelines and instructions, to promptly bring such use into conformance;
(d) to ensure that all use of the Seller’s Marks will not reflect adversely upon the good name or good will of Seller and that all Products in connection with which the Seller’s Marks are used are of high standard and workmanship and of such nature, style, appearance and quality as shall be adequate and suited to the protection of the Seller’s Marks and the goodwill associated therewith;
(e) not to register (or aid any third party in registering) the Seller’s Marks (or confusingly similar mark) or take any action inconsistent with Seller's ownership of the Seller’s Marks in any jurisdiction; and
(f) that all usage of the Seller’s Marks will be on behalf of, and inure to the benefit of, Seller.
SECTION 6. Payment; Shipping; Returns.
Payment for Products provided hereby shall be made in accordance with the conditions contained in this Agreement and the applicable purchase order and made a part of this Agreement hereof. Customer shall remit to Seller within thirty (30) days from the date of invoice payable in US dollars. If Customer fails to pay any amount when due, Customer agrees to pay all costs and expenses, including without limitation reasonable attorney's fees, incurred by Seller in collecting such overdue amounts, together with interest on such unpaid amount.
Separate charges for shipping and handling will be shown on the invoice(s). Unless Customer provides Seller with a valid and correct tax exemption certificate applicable to the Product ship-to location prior to Seller’s acceptance of the order, Customer is responsible for Products and services tax, sales and all other taxes. If applicable, a separate charge for taxes will be shown on the invoice.
Under Seller’s Return Policy, Customers who buy Seller’s Products directly from Seller may return them to Seller up to 30 days after receipt for a refund of the Product purchase price if already paid. Return shipping charges must be prepaid by Customer and Customer must insure the shipment or accept the risk of loss or damage during shipment and the refund credit will not include any shipping and handling charges shown on the applicable invoice, and will be subject to a fifteen percent (15%) restocking fee, unless otherwise prohibited by law.
SECTION 7. Disclaimer .
Seller disclaims all warranties, whether express or implied, oral or written, with respect to the Products, including without limitation, all implied warranties of merchantability or fitness for any particular purpose.
SECTION 8. Consequential Damages Waiver; Limitation of Liability .
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME.
SECTION 9.Force Majeure.
Seller shall not be liable in any respect for failure to ship or for delay in shipment of Products pursuant to accepted orders where such failure or delay shall have been due wholly or in part to the elements, acts of God, acts of Customer, acts or civil or military authority, fires, floods, epidemics, quarantine restrictions, war, armed hostilities, riots, strikes, lockouts, breakdown, differences with workers, accidents to machinery, delays in transportation, delays in delivery by Seller Sellers or any other cause beyond the reasonable control of Seller. Upon such occurrence, Seller shall immediately notify Customer as soon as practicable of such inability and of the period for which such inability is expected to continue, and any time for performance hereunder shall be extended by the actual time of delay caused by the occurrence; provided, that the Seller uses commercially reasonable efforts to mitigate any damages incurred by the Customer. Products on which delivery is delayed due to any cause within Customer's control may be placed in storage by Seller for Customer's account and at Customer's risk. Customer shall be liable for all costs and expenses incurred by Seller in storing Products for Customer.
SECTION 10.Applicable Law and Jurisdiction.
This Agreement shall be governed by and construed in accordance with the internal laws of the Republic of Ireland without reference to the conflict of laws provisions thereof.
SECTION 11.This Agreement.
This Agreement constitutes the sole Agreement between Customer and Seller. Any additional work not specified in this Agreement or any other amendment or modification to this Agreement must be authorized by a written request signed by both parties.
The undersigned hereby agree to the terms, conditions and stipulations of this Agreement on behalf of his or her organization or business.
This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties.
Thank you for reading and agreeing this Agreement. Please direct any questions or comments to us and indicate in the subject line: edun LIVE Terms & Conditions of Sale.
APPENDIX I: Guidelines to Use of Seller’s Marks
- Customer shall not print, either partially or completely, the Edun or edun LIVE logos (including flourishes) on the exterior of the Products;
- Customer shall not put information related to Edun or edun LIVE on its web site or communications without prior written approval from Seller;
- Customer shall not use the images of Bono or Ali on Customer’s web site or company communications without prior written approval from Seller;
- Customer shall not re-produce images, text or video from Seller’s web sites without prior written approval from Seller; and
- Customer shall not use music by U2 in conjunction with marketing of Seller’s Products.