dandy Innovation Ltd.,
Terms and Conditions
- “Customer” means any person or entity purchasing Products or Services from dandy, either directly or through its Site, employees or other individuals.
- “Products” means any goods or ancillary services that dandy provides to Customer.
- Provision by dandy of any and all Products (including any component or part thereof) is exclusively governed by these Terms and Conditions.
- Any purchase orders you make via the Site are binding upon us only if confirmed, in writing, by an email sent to you by us to the designated email address you provided in your purchase order process, each confirmed purchase order shall include a unique confirmation number (hereinafter “Confirmation Number”).
- Note that, prior to receiving Confirmation Number, we reserve the right to accept or reject any order, to terminate this Agreement, or to change these Terms and Conditions, without notice to you, at any time for any reason.
- Neither dandy’s delivery of the products nor provision of repairing services nor any other action, conduct, or performance shall constitute acceptance of terms or conditions different from the terms and conditions of this agreement.
- Schedule for delivery is set forth in the dandy Site as estimation only; Delivery times are from the date of receiving Confirmation Number by dandy of any specific purchase order.
- We are entitled to re-schedule delivery by a prior written notice of 2 days. In addition, and without derogating from the above, delay in delivery not exceeding 90 days shall not be considered as a breach by us. In such cases, we will promptly notify you in writing of any anticipated or actual delay and specify adjusted delivery date. Nevertheless, we will coordinate all actions taken in that regard with you. In any case, the sole and exclusive remedy of Customer for delay in delivery exceeding the above mentioned period shall be termination of the specific purchase order under the provisions of Section 17 below.
- Delivery of all Products will be EXW (Incoterms 2010) dandy’s facilities at Rosh Haayin Dosh Kriel Gardosh 2 Israel. (“Delivery”) you will have fifteen (15) days to pick up the order after being notified by dandy of freight availability at dandy’s designated facility, after which dandy reserves the right to assess and bill you for storage fees. For routed exports, where you choose to use a nominated freight forwarder, all claims for damage will be under your responsibility.
- Notwithstanding the aforementioned, Delivery of Products to Customer designated premises within the territory of Israel shall be free of any charge, subject to a minimum order amount of 1000 USD$
Prices & Payment Terms.
- Unless explicitly specified otherwise, all prices and Product specifications are subject to change without prior notice to Customer. price quotations are valid for the period specified on the quotation; in purchase order process, prices are presented and available to you through the purchase order process. VAT (if applicable) shall be added to any payment hereunder, against due invoice. for every transaction made and processed through the Site, Customer needs to provide dandy with accurate remittance information to allow dandy to properly apply payments or credit memos to outstanding receivable on dandy’s accounts receivable sub-ledger for Customer. In general, dandy favor payments done by wire transfer or ACH method to ensure timely receipt by dandy. dandy reserve the right to refuse to accept purchase orders where Customer account is overdue or if Customer has an unsatisfactory credit or payment record.
- Prices are EXW, dandy facilities at Rosh Haayin Israel. Risk of loss and damage shall transfer to Customer upon Delivery. Courier, insurance, import and other costs of transport shall be solely borne by Customer. Prices are exclusive of all taxes and duties, all of which to be solely borne by Customer.
- Customer shall pay individual invoices net thirty (30) days from date of invoice, unless other credit terms are agreed to in writing by dandy; delayed payment shall bear interest at a rate of 10% per annum, without derogating any other right or remedy of dandy.
Cancellation and Product Return Policy.
- This cancellation and product return policy shall apply to any purchase order made via the Site, Customer may only cancel or return Products in accordance with the applicable laws, including but not limited to the Israeli Consumer Protection Law, 1981
- cancelation and Product return may be subject to price adjustment and/or cancellation fees. In any case, no cancellation fee shall apply if Customer issued a cancellation of an order within a twenty four (24) hours period of the time Customer received Confirmation Number.
- All Product returns must be done within a fourteen (14) days period from the day of receipt of Product by Customer, and dandy reserves the right to reject any returns requested more than fourteen (14) days after the delivery date. No return fee shall apply if customer requested to return a product within 14 days period of the time Customer had received the product. However, subject to the prior approval of dandy, a later Product return (after the period of fourteen (14) days), a return fee equal to 25% of Product price shall apply, Customer must pay return fee in advance.
- A Customer who intends to exercise his right to return the Product, must notify dandy in advance by a written request or by any other available communication method provided in the Site. To ensure proper credit, each Product return must include the following information:
- Customer Name and Address
- Purchase Order Number
- dandy Shipping Order Number
- Date of Invoice and Invoice Number
- Item Number and Quantity of Returned Product(s)
- dandy Return Authorization Number
- Reason for Return
- In case of return of Product after Customer made assertion that Product is defective or non-conforming to the Product’s specification and provided some evidence to such claim, subject to dandy’s evaluation the defective Product once returned to its premises, if dandy agrees with Customer claim, dandy will credit the Customer account of the price paid for such product. dandy reserves the right to sue Customer in the event Product is found to be in good shape and conforming the Product specifications, and/or if returned Product under this Section 12(d) is returned damaged and/or incomplete and/or inoperable.
- dandy’s warranty (including any respective manufacturer’s for dandy), for each Product is exclusively governed by the relevant manufacturer warranty certificate (“Manufacturer Warranty Certificate“) provided upon actual supply of the Product.
Without derogating from Manufacturer Warranty Certificate, and subject to the terms and conditions thereof, dandy undertakes that, during the warranty period as set forth in the Manufacturer Warranty Certificate (“Warranty Period“) the Products shall materially comply with such drawings, design specifications, and quality standard last signed by an authorized representative of dandy, which are hereby incorporated as an inseparable part of these Terms and Conditions.
- The warranty set in Section 13 above constitutes the entire and sole liability of dandy. dandy makes no other representation or warranty, expressed or implied, including no such representation of merchantability or fitness for a particular purpose.
- The provisions hereof shall apply, mutatis mutandis, to any sub-contractor of, or manufacturer of the Products for, dandy.
- Customer must promptly notify dandy once it became aware of any defective or non-conforming Product within the warranty period specified in Manufacturer Warranty Certificate, and Customer’s failure to give notice to dandy within the applicable time period shall be deemed an absolute and unconditional waiver of such claim of defective or non-conforming Product.
- dandy’s sole and exclusive obligation and Customer’s sole and exclusive remedy for defective or non-conforming Product will be for dandy, at dandy’s sole discretion, to: (i) replace at no cost to Customer, any such defective or nonconforming Product; (ii) in the event a return is authorized, credit Customer’s account for all amounts paid with respect to the defective or non-conforming Product upon dandy’s receipt of, and opportunity to evaluate, the defective or non-conforming Product; or (iii) repair or have repaired a defective or non-conforming Product. In the event of replacement, the replacement Product will be warranted for the remainder of the original warranty period. For purposes of this Agreement, a defective or non-conforming Product is defined to excludes Products that fail to meet any fitness of use by Customer or any unique Customer operating conditions or applications, also excludes any defects attributable to improper storage, use and/or handling, of any kind, by Customer.
Limitation of Liability.
- IN NO EVENT WILL dandy HAVE ANY OBLIGATION OR LIABILITY FOR ANY EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE, BUSINESS, USE, DATA, PRODUCTIVITY, OR GOODWILL OR COST OF CAPITAL) WHETHER BASED ON CONTRACT (INCLUDING, WITHOUT LIMITATION, WARRANTY), TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF dandy HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE TOTAL LIABILITY OF dandy (INCLUDING ITS MANUFACTURERS, IF ANY), IF ANY, FOR DAMAGES RELATING TO THIS AGREEMENT OR ANY PRODUCT WILL BE AN AMOUNT EQUAL TO THE TOTAL AMOUNT ACUTALLY PAID FOR THE PARTICULAR PRODUCT(S) BY CUSTOMER IN RESPECT TO WHICH SUCH DAMAGES ARISE, BUT IN NO EVENT LIAIBILTY WILL EXCEED $10,000 UNITED STATES DOLLARS. HOWEVER, THESE PROVISIONS DO NOT LIMIT OUR LIABILITY THAT CANNOT BE LIMITED BY LAW.
- dandy shall not be in default on account of, or assume any liability or responsibility for, interruptions or incapability to carry out its obligations hereunder caused by force majeure or any other causes beyond the reasonable control of dandy.
- Customer acknowledges that the above limitations of liability reflect a reasonable and fair allocation of risk between the Parties, and are fundamental elements of the transaction, without which dandy would not have been able to offer its Products on an economically feasible basis.
- If Customer cause a technical disruption of the Site or of the systems transmitting the Site to the Customer or others, Customer agree to be responsible for any and all liabilities, costs and expenses (including attorneys’ fees) arising from that disruption.
- Customer shall indemnify, defend, and hold harmless each of dandy, its subsidiaries, and affiliated entities, and its or their respective successors, assigns, officers, directors, shareholders, subcontractors, agents, employees, and representatives (each, a “dandy’s Representative”) from and against, and in respect of, any and all actions, claims, suits, judgments, damages, liabilities, losses, settlement payments, penalties, costs, and expenses, including, without limitation, attorneys’ fees of every kind whatsoever (collectively, “Damages”) arising out of, from, or in connection with any: (i) breach by Customer of any term or provision of this Agreement; (ii) Damages arising out of or relating to Customer’s receipt, handling, storage, possession, transportation, disposal, purchase, resale, or use of any Product other than in accordance with dandy’s instructions (whether used singly or in combination with other products); Customer may not settle any such claim against dandy and/or dandy’s Representatives without the prior written consent of dandy. If Customer elects not to assume such defense, dandy may elect to do so and Customer shall pay all costs and expenses of counsel selected by dandy in connection with such defense. Any legal counsel appointed by Customer to defend such a claim must be experienced in the type of litigation involved and must be reasonably satisfactory to dandy. Customer and dandy shall cooperate fully in connection with all matters related to the defense of any such claim.
- Customer shall maintain in confidence, not disclose to any third party, and not use, except for the specific purpose of performing under this Agreement, all confidential information furnished to it by dandy in connection with this Agreement, as a result of discussions, negotiations, or other communications with dandy in relation to the Products. “Confidential Information” means all non-public proprietary and/or confidential information including, but not limited to, facility, equipment, or service suppliers; design, procurement, security, qualification, maintenance, and supply chain information; Product specifications, drawings, or prototypes; standard operating policies, procedures, and training; pricing; technology information; business and or marketing plans; financial data; Customer contact information (and other customer material or data); non-public intellectual property; and organization or personnel information. Customer shall be considered liable for the acts and omissions of its employees, agents, and representatives with respect to dandy’s Confidential Information. It is acknowledged that dandy would not have any adequate remedy at law for the breach by Customer of any one or more of its obligations contained in this section, and agrees that in the event of any such actual or potential breach, dandy may, in addition to the other remedies that may be available, file a suit in equity to enjoin Customer therefrom.
- Under no circumstances whether by implication, estoppel, or otherwise, and the sale of Products to Customer shall constitute any transfer of right, title or interest in or to dandy’s intellectual property or proprietary rights in the Products (“Intellectual Property Rights”). Intellectual Property for the purpose of this Agreement, includes, without limitation, any and all patent, trade secret, copyright, trademark, trade dress, and service mark rights relating to the Product(s). Without limiting the foregoing, dandy is and will remain the sole and exclusive owner of all Intellectual Property rights, in and to the Products including, but not limited to, its operating procedures, specifications, drawings, and designs, including any improvements or other inventions relating thereto. Customer agrees to respect all such Intellectual Property rights, and to take or permit to be taken no actions which would infringe upon such rights. Customer shall not derive or attempt to derive by reverse engineering, disassembling, or otherwise any parts of the Product.
- Neither party nor its employees, or agents will, under any circumstances, permitted to represent itself as a representative of the other party, or anything other than an independent contractor for all purposes of this Agreement, and neither party has express or implied authority to create any representation, obligation or commitments on behalf of the other party
- These Terms and Conditions will be binding on the assigns, heirs, executors, affiliates, agents administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.
- Each party represents and warrants that it: (i) is authorized to enter into this Agreement and that in so doing it is not in violation of the terms or conditions of any contract or other agreement to which it may be a party; and (ii) has or shall obtain all appropriate consents or permissions to perform its obligations under this Agreement and to disclose any information to the other Party. Customer further represents and warrants that it: (iii) shall comply with all applicable laws, rules, and regulations related to its performance hereunder and in the receipt, handling, storage, possession, transport, disposal, purchase, resale, or use of any Product;
- This Agreement is made pursuant to and will be construed and enforced exclusively in accordance with, the laws of the state of Israel, without giving effect to otherwise applicable principles of conflicts of law. Any and all disputes arising out of or in relation to these Terms and Conditions must be brought exclusively before the competent courts of Tel-Aviv, Israel. The parties hereby expressly exclude the application of The United Nations Convention on Contracts for the International Sale of Goods to this Agreement, including, without limitation, Article 35(2) thereof.
- Any notice or other communication under these Terms and Conditions shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses stated on the Price Proposal, or as properly amended.
- The titles used in this Agreement are for convenience only and are not to be considered in construing these Terms and Conditions.