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Standard Terms & Conditions

Following are the general terms and conditions under which Sandals for your neck™. (Hereinafter "SFYN") authorizes Wholesaler, Retailer or Consumer to purchase Products or purchase products for resale.

1. OFFER, GOVERNING PROVISIONS AND CANCELLATION. THESE TERMS AND CONDITIONS, WHEN ACCEPTED BY WHOLESALER, RETAILER OR CUSTOMER, EXPLICITLY, BY ACCEPTANCE OF GOODS OR PRODUCTS, OR OTHERWISE, SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN SFYN AND WHOLESALER, RETAILER OR CONSUMER, AND SHALL BE GOVERNED BY, INTERPRETED AND CONSTRUED IN ALL RESPECTS ACCORDING TO THE INTERNAL LAWS OF THE U.S.V.I, AND THE UNITED STATES OF AMERICA, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. THE FEDERAL AND STATE COURTS WITHIN THE U.S.V.I. WILL HAVE EXCLUSIVE JURISDICTION TO ADJUDICATE ANY DISPUTE ARISING OUT OF THIS AGREEMENT. BOTH PARTIES EXPRESSLY CONSENT TO: (A) THE PERSONAL JURISDICTION ON OF THE FEDERAL AND STATE COURTS WITHIN THE U.S.V.I. , U.S.A.; (B) SERVICE OF PROCESS BEING EFFECTED UPON IT BY CONFIRMED TELECOPIER MESSAGE OR REGISTERED MAIL SENT TO THE ADDRESSES SET FORTH ON THE WHOLEALE APPLICATION; AND (C) BE BOUND BY ORDERS OF SUCH COURTS. THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL NOT BE GOVERNED BY THE PROVISIONS OF THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.

No order may be cancelled or altered by Wholesaler, Retailer or Customer except upon terms and conditions acceptable to SFYN, as evidenced by SFYN's written consent. SFYN has the contractual rights to terminate, cancel, modify or amend its Standard Terms and Conditions for any and all orders.

2. MINIMUM ORDERS. SFYN requires that Wholesaler, Retailer or Customer place minimum orders for certain products, as set forth in its current wholesale price list, as published from time to time.

3. DELIVERY AND DELAY.

3.1. All quoted delivery dates and/or periods are approximate. The delivery periods shall commence when SFYN shall have acknowledged receipt of complete specifications and/or applicable documents required to effect shipment, such as import license, exchange permit, shipping instructions, etc. Product, title to Product, and risk of loss or damage in transit shall pass to Wholesaler, Retailer or Customer at the point where SFYN has fulfilled its obligations under the shipping term specified in this contract, as described in INCOTERMS l980 (published by the International Chamber of Commerce, Paris, France); provided that if payment shall be made under a letter of credit, SFYN shall have a security interest in the goods shipped until acceptance of the related draft or drafts by the bank confirming such credit.

3.2. SFYN reserves the right to make delivery in installments, unless otherwise expressly stipulated in this contract; and all such installments, when separately invoiced, shall be paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery or nonconformity of any installment shall not relieve Wholesaler, Retailer or Customer of its obligations to accept remaining deliveries. SFYN shall not be liable for any damage as a result of any delay due to any cause beyond SFYN's reasonable control, including but not limited to any act of God, act of Wholesaler, Retailer or Customer, embargo or other governmental act, regulation or request, fire, accident, strike, slow-down, war, riot, delay in transportation, delayed delivery by SFYN, and inability to obtain necessary labor and materials. In the event of any such delay, the date of delivery shall, at SFN's option, be extended for a period equal to the time lost by reason of the delay.

3.3. Claims for shortages or other errors must be made in writing to SFYN within thirty (30) days after receipt of shipment, and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Wholesaler, Retailer or Customer.

4. DESCRIPTIVE LITERATURE AND SUBSTITUTES. Catalogues, Product brochures, photographs and other illustrations are a general representation of the Products offered, but shall not be taken as precise and shall not form part of this contract. SFYN reserves the right to make changes in design, specifications or materials which in SFYN's opinion are an improvement or necessary because of priorities or regulations established by governmental authority or non-availability of materials from SFYN's manufacturers.

5. STORAGE. If the Products are not shipped within fifteen (15) days after notification to Wholesaler, Retailer or Customer that they are ready for shipping, for any reason beyond SFYN's reasonable control, including Wholesaler, Retailer or Customer's failure to give shipping instructions, SFYN may store such products at Wholesaler, Retailer or Customer's risk in a warehouse or yard or upon SFYN's premises; and Wholesaler, Retailer or Customer shall pay handling, transportation and storage charges at the prevailing commercial rates upon submission of invoices therefore.

6. PRICE AND PAYMENT.

6.1. The prices for the goods covered by this offer are SFYN's prices for such goods and/or services with (i) the exclusive Warranty of repair or replacement of defective parts as found in Paragraph 1010, and (ii) the Exclusion of Consequential Damages and Disclaimer of Other Liabilities, as found in Paragraph 1212, including the disclaimer of negligence, strict liability and other tort liability, enforceable against Wholesaler, Retailer or Customer.

6.2. All prices listed are payable in United States Dollars. Except as otherwise set forth in this offer, payment shall be by cash in advance. The valuations or devaluations of the United States Dollar in reference to other currencies shall not affect the prices quoted or acknowledged.

7. TAXES AND OTHER CHARGES . Any manufacturer's tax, occupation tax, use tax, sales tax, excise tax, value-added tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between SFN and Wholesaler/Retailer shall be paid by the Wholesaler/Retailer or purchaser in addition to the prices quoted or invoiced. In the event the SFN is required to pay any such tax, fee or charge, Wholesaler/Retailer shall reimburse SFN therefore.

8. SHIPMENT.

8.1. Prices are F.O.B. SFYN Warehouse (or at SFYN's option SFYN's manufacturer or manufacturer's warehouse) and any charges SFN may be required to pay or collect with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of the goods shall be for Wholesaler, Retailer or Customer's account.

8.2. Method and route of shipment will be at the discretion of SFYN unless Wholesaler, Retailer or Customer shall specify otherwise and any additional expense of the method or route of shipment specified by Wholesaler, Retailer or Customer shall be borne by Wholesaler, Retailer or Customer.

9. PACKING AND DOCUMENTS. Prices include SFYN's standard commercial packing, which will vary depending on whether shipment is made by air, land or ship. Purchaser shall bear any additional expenses required to satisfy Wholesaler, Retailer or Customer's specifications. Packages will be marked in accordance with Wholesaler, Retailer or Customer's instructions and SFYN shall furnish complete packing lists and such other information as may be necessary for shipment. In the case of international shipments, Wholesaler, Retailer or Customer shall supply SFYN with all necessary information and assistance for the most expeditious clearance of each shipment. No shipping containers may be returned to SFYN unless such return is accepted in advance by SFYN in writing and unless all return freight is prepaid by Wholesaler, Retailer or Customer.

10. WARRANTIES.

10.1. SFYN warrants the Product it manufactures and supplies to be free from defects in materials and workmanship for a period of ninety (30) days from date of purchase. If within such period the product shall be proved to SFYN's satisfaction to be defective, such Product shall be repaired or replaced at SFYN's option. SFYN's warranty obligations shall be limited to such repair or replacement shall be Wholesaler, Retailer or Customer sole and exclusive remedy and shall be conditioned upon SFYN's receiving written notice of any alleged defect within ten (l0) days after its discovery and, at SFYN's option, return of such Products to SFYN, F.O.B. its warehouse. This warranty shall not apply to product components not manufactured by SFYN or to product components subject to negligence, accident, damage by circumstances beyond SFYN's control or improper operation, maintenance or storage or to other than normal use or service. As to product components not manufactured by SFYN, the warranties obligations of SFYN shall in all respect conform and be limited to the warranty extended to SFYN by its manufacturer. In no event shall SFYN be liable for problems concerning translation.

10.2. EXCEPT AS STATED IN THE FOREGOING SECTION, ALL PRODUCTS ARE PROVIDED "AS IS" WITH NO OTHER WARRANTIES OF ANY KIND. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF NON-INFRIGEMENT, MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. SFYN, IT'S AFFILIATES, AGENTS, ASSOCIATES, EMPLOYEES OR OFFICERS DISCLAIM ALL EXPRESS WARRANTIES INCLUDED IN ANY MATERIALS, AND FURTHER DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSES, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. This exclusive remedy shall not be deemed to have failed its essential purpose so long as the SFYN is willing and able to replace defective Products or issue a credit to Wholesaler, Retailer or Customer within a reasonable time after Wholesaler, Retailer or Customer proves to SFYN that a defect is involved.

11. PATENTS, TRADEMARKS AND COPYRIGHTS.

11.1. The purchase of SFYN's Products does not entitle Wholesaler, Retailer or Customer to employ the same in any patented process. The sale of any of SFYN's Products may in no way be construed as an inducement by SFYN of any infringement by Wholesaler, Retailer or Customer. The sale of SFYN Products to Wholesaler, Retailer or Customer is not a license to use the products in commercial ventures, sponsorship or endorsement of Wholesaler, Retailer or Customer by SFYN. Neither this document, the sale of products to Wholesaler, Retailer or Customer, nor the Wholesale, Retail or customer relationship shall confer any right or license for the use by the Wholesaler, Retailer or Customer of SFYN's Patents, Trademarks, Copyrights and other intellectual property (collectively, "SFYN Intellectual Property"). The Patents, Trademarks and Copyrights and other intellectual property rights in the Products (and all versions, translations, and all derivative works thereof) are owned by SFYN and shall remain the exclusive property of SFYN.

11.2. Wholesaler, Retailer or Customer shall not sell, offer to sell, or distribute sandals or any other product covered by SFYN Patents (as referenced herein-below) through any person-to-person auction format nor another peer-to-peer format or knowingly sell to others that do so. SFYN DOES NOT GRANT WHOLESALER, RETAILER OR CUSTOMER ANY LICENSE, AND SFYN HEREBY DISCLAIMS ANY IMPLIED LICENSE, UNDER ITS PATENTS TO SELL, OFFER TO SELL, OR DISTRIBUTE ANY PRODUCT COVERED THEREBY (for example, CASHFLOW 101, CASHFLOW for Kids AND CASHFLOW 202) THROUGH ANY PERSON-TO-PERSON AUCTION FORMAT OR ANY OTHER PEER-TO-PEER FORMAT. Any such act by Wholesaler, Retailer or Customer is a violation of SFYN's patents.

11.3. Without the express written consent of SFYN, Wholesaler, Retailer or Customer shall not use any of the SFYN Intellectual Property. Wholesaler, Retailer or Customer understands that SFYN is not obligated to grant permission to use of such SFYN Intellectual Property even for purposes of allowing the Wholesaler, Retailer or Customer to advertise or market products and no such license for use of SFYN Intellectual Property is granted or implied. All requests for permission to use any SFYN Intellectual Property must be submitted in writing. Permission for such use is granted on a case-by-case basis and in writing only. Wholesaler, Retailers or Customers who have requests for permission pending for use shall not use the SFYN Intellectual Property until the Wholesaler, Retailer or Customer has received written authorization, which will outline the terms and conditions that Wholesaler, Retailer or Customer must agree to follow in order to use the SFYN Intellectual Property if permission is granted.

12. EXCLUSION OF CONSEQUENTIAL DAMAGES AND DISCLAIMER OF LIABILITY. SFYN's liability with respect to breaches of warranty shall be limited as provided in Paragraph 1010. With respect to other breaches of contract between SFYN and Wholesaler, Retailer or Customer, SFYN's liability shall in no event exceed the contract price. SFYN SHALL NOT BE SUBJECT TO AND DISCLAIMS: (l) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR OF WARRANTY, (2) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ARISING UNDER OTHER THEORIES OF LAW WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED BY SFYN, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, AND (3) ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER. Without limiting the generality of the foregoing, SFYN specifically disclaims any liability for penalties (including administrative penalties), special or punitive damages, damages for lost profits or revenues, loss of use of products or any associated equipment, cost of capital, facilities or services, downtime, shut-down or slowdown costs, spoilage of material, or for any other types of economic loss. Pricing of products was established upon the basis of these limitations of liability.

13. TECHNICAL INFORMATION. Any sketches, models, samples or designs submitted by SFYN shall remain the property of SFYN, and shall be treated as confidential information unless the SFYN has in writing indicated a contrary intent. No use or disclosure of such sketches, models and samples, or any design or production process or techniques revealed thereby, shall be made without the express written consent of the SFYN.

14. WHOLESALER, RETAILER OR CUSTOMER PROPERTY. Any property of Wholesaler, Retailer or Customer placed in SFYN custody for performance of a supply contract is not covered by insurance, and no risk is assumed by SFYN in the event of loss or damage to such property by fire, water, burglary, theft, civil disorder or any accident beyond the reasonable control of SFYN.

15. SEPARABILITY. If any provisions of these terms and conditions of Sale shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any legal and enforceable provisions which shall be construed as if such illegal and unenforceable provision or provisions had not been included, unless such illegality or unenforceability would destroy the underlying business purpose of these terms and conditions.

16. ALLOCATION OF RISKS. This agreement allocates the risks of product failure between SFYN and Wholesaler, Retailer or Customer. This allocation is recognized by both parties and is reflected in the price of the goods. Wholesaler, Retailer or Customer acknowledges that it has read this agreement, understands and is bound by its terms.

17. RESERVATION OF RIGHTS. All rights not specifically granted herein to Wholesaler, Retailer or Customer are expressly reserved to SFYN. Such reserved rights shall, without limiting the generality of the foregoing, include rights to any derivative of the product or information, abridgment, derivative adaptation or modification, as well as any and all subsidiary rights in other media whether now known or later devised. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint venture between the parties.

18. ASSIGNABILITY. This Agreement and the rights and duties hereunder shall not be assignable by Wholesaler, Retailer or Customer nor shall Wholesaler, Retailer or Customer issue, transfer and/or sublicense this agreement except upon the prior written consent of the SFYN. By reading the above Standard Terms and Conditions set forth herein and the Policies and Procedures of SFYN, I agree to abide to, and that all sales are pursuant to these Terms and Conditions and the Policies and Procedures.

The Sandals for your neck™'s Copyright Agent for notice of claims of copyright infringement on or regarding this site can be reached as follows:

Copyright Agent
Ostrolenk, Faber, Gerb & Soffen, LLP
Attn: Max Moskowitz
1180 Avenue of the Americas
New York, NY 10036-8403
Phone: 212-382-0700
Fax: 212-382-0888
Email: copyrights@sandalsforyourneck.com

 

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