TERMs OF SALES
EFFECTIVE DATE: May 15, 2018
 
PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

This agreement contains the terms of sale that apply to your purchase from Giordano & Roy Inc., a corporation organized and existing under the laws of the State of Delaware (“Giordano & Roy Inc.”), that will be provided to you (“Consumer”) on orders for products sold into the United States. By accepting delivery of the products described on that invoice, Consumer agrees to be bound by and accepts these Terms of Sale. THESE TERMS OF SALE APPLY: (I) UNLESS THE CONSUMER HAS SIGNED A SEPARATE FORMAL PURCHASE AGREEMENT WITH GIORDANO & ROY INC., IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (II) UNLESS OTHER GIORDANO & ROY INC. STANDARD TERMS APPLY TO THE TRANSACTION. These Terms of Sale are subject to change without prior written notice at any time, in Giordano & Roy Inc.’s sole discretion. Visit this page to review current Terms of Sale of sale which are binding on you.

1. Other Documents. These Terms of Sale may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for product(s) which is subject to additional or altered terms of sale will be null and void, unless otherwise agreed to in a written agreement signed by both Consumer and Giordano & Roy Inc.

2. Governing Law. THIS AGREEMENT AND ANY SALES HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO RULES GOVERNING CONFLICTS OF LAWS.

3. Payment Terms; Orders; Quotes; Interest. Terms of payment are within Giordano & Roy Inc.’s sole discretion, and unless otherwise agreed to by Giordano & Roy Inc., payment must be received by Giordano & Roy Inc. prior to Giordano & Roy Inc.’s acceptance of an order. Payment for the products will be made by credit card, PayPal, or some other prearranged payment method, unless credit terms have been agreed to by Giordano & Roy Inc. The Consumer must make payment via one of the methods of payment indicated on the order form. For payment via credit card, the transaction will be charged to your credit card once your order has been accepted and you receive by email the confirmation of its successful completion. Orders are not binding upon Giordano & Roy Inc. until accepted in writing by Giordano & Roy Inc. Giordano & Roy Inc. does not apply extra costs for credit card payments. If, for any reason, the amounts due by the Consumer cannot be debited, the sale process and sale are automatically cancelled. Any quotations given by Giordano & Roy Inc. will be valid for the period stated on the quotation. Consumer agrees to pay interest on all past-due sums at the highest rate allowed by law. Giordano & Roy Inc. reserves the right to limit the order quantity on any product and/or to refuse to ship product to any Consumer for any reason, or for no reason whatsoever, with or without prior notice.

4. Shipping Charges; Taxes. Separate charges for shipping and handling will be shown on Giordano & Roy Inc.’s invoice(s). Unless Consumer provides Giordano & Roy Inc. with a valid and correct tax exemption certificate applicable to the product ship-to location prior to Giordano & Roy Inc.’s acceptance of the order, the Consumer is responsible for sales and all other taxes associated with the order, however designated, except for Giordano & Roy Inc.’s franchise taxes and taxes on Giordano & Roy Inc.’s net income. If applicable, a separate charge for taxes will be shown on Giordano & Roy Inc.’s invoice. All shipping costs, including additional costs charged to the Consumer are itemized in the order form at the time of purchase on our website. In accordance with Paragraph of these Standard Conditions of Sale, no returns will be accepted later than fourteen (14) days from the date of delivery to the Consumer. In the case of returns, shipping costs subject to a limit of US$30 per full order will be refunded; such limit shall apply regardless whether the order is returned in one, or more than one shipment.

5. Ownership; Risk of Loss. Ownership of Products passes from Giordano & Roy Inc. to Consumer on shipment from Giordano & Roy Inc.’s facility. Loss or damage that occurs during shipping by a carrier selected by Giordano & Roy Inc. is Giordano & Roy Inc.’s responsibility. Loss or damage that occurs during shipping by a carrier selected by Consumer is Consumer’s responsibility. Ownership of software will remain with the applicable licensor(s).

6. Warranties, Disclaimers. GIORDANO & ROY INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In addition to these Terms of Sale, Consumer agrees to be bound by the acceptance of contract terms contained elsewhere in this website.v

7. Return Policy. Non-conforming Giordano & Roy Inc. products that are purchased directly from Giordano & Roy Inc. by a Consumer must be returned by Consumer in accordance with the following: No item may be returned to Giordano & Roy later than fourteen (14) days of the date of delivery to Consumer, nor may any such item be returned unless it conspicuously bears (on its outside wrapper) a Return Authorization number (“RA”) obtained by the Consumer’s requesting same from Giordano & Roy at the following email address: info@dahliaselva.com. Each item to be returned to Giordano & Roy must be properly packaged and wrapped in sturdy shipping cartons such that all Products, and all shoe-boxes in which such Products are shipped, displayed or sold, are in proper condition to be sold as new. Returns that do not meet our policy will not be accepted and will be sent back to you. Your refund will be credited to the original payment method or another reasonable method within 10 business days. Any claim respecting items missing from any shipment from Giordano & Roy must be made at the following email address: info@dahliaselva.com not later than seven (7) days from Consumer’s receipt of any merchandise included in the same order.

8. Products. Giordano & Roy Inc.’s policy is one of ongoing product update and revision. While we do our best to ensure the information on our website is accurate to the best of our knowledge, product specifications and packaging may change without notice, and the product you receive may contain additional details or may differ from the product information available on this website. We recommend that you reference the complete information included with the product you receive — including warnings and directions — before use and do not rely solely on the details shown on this website. Giordano & Roy Inc. may revise and discontinue products at any time and is not responsible for typographical errors or misprints. Giordano & Roy Inc. reserves the right to limit order quantity at any time without notice. Prices and promotions are subject to change without notice.

9. Price Definitions and Promotions. “Retail price” is defined as the manufacturer’s suggested retail price. The “Dahlia Selva Website Price” refers to the product’s non-promotional price on www.dahliaselva.com (the “Dahlia Selva Website”). “Sale price” is a limited-time promotional price for the product. Giordano & Roy Inc. conducts periodic promotions related to shipping, products, and promotional codes. All offers are for a limited time only, and while supplies last. Offers cannot be applied to previous orders. Rain checks are not allowed. Acceptance of promotional codes is at the sole discretion of Giordano & Roy Inc. Giordano & Roy Inc. reserves the right to cancel an order if it believes that a fraudulent or abusive order has been placed.

10. Limitation of Liability. GIORDANO & ROY INC. DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS FOR ANY REASON. GIORDANO & ROY INC. WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN.

11. Shortened Statute of Limitations. Any claims against Giordano & Roy arising out of or relating to any agreement between Giordano & Roy and Consumer or the shipment or sale of any Products will expire and be and be deemed irrevocably and irretrievably waived by Consumer, unless a cause of action is commenced against Giordano & Roy within one (1) year of the time of accrual thereof.

12. Force Majeure. Giordano & Roy will not be liable for loss, damage, detention or delay attributable to, nor be deemed to be in default as a result of or relating to, events and conditions beyond its reasonable control, or from fire, strike, or other concerted action of workers, any act or omission of any governmental authority or of Consumer, compliance with import or export regulations, currency restrictions, insurrection or riot, embargo, delays or shortages in transportation, or inability to obtain labor, material, or manufacturing facilities from usual sources. In the event of delay relating to any such cause, the date of delivery will be postponed by such length of time as may be reasonably necessary to compensate for the delay.

13. Applicable Law; Not For Resale. Consumer agrees to comply with all applicable laws and regulations of the United States, as well as the several states of the United States. Consumer agrees and represents that he/she is buying for his/her own use only, and not for resale. Giordano & Roy Inc. has separate terms of sale governing sales to resellers.

14. Headings. The section headings used herein are for convenience of reference only and do not form a part of these Terms of Sale, and no construction or inference shall be derived therefrom.

15. Acceptance. By ordering any product from Giordano & Roy Inc., whether by clicking through over the Internet, telephone, facsimile or otherwise, Consumer agrees to be bound by these Standard Conditions of Sale to Consumers, as well as the “Privacy Policy,” and “Terms of Use” available for review elsewhere on the Dahlia Selva Website.