Terms & Conditions
Terms & Conditions
DX Products LLC, a Delaware limited liability company
(the “Seller”)
1. Definitions and Interpretation
1.1 Definitions
Buyer
The person, firm, or entity that purchases the Goods from the Seller.
Business Day
A day (other than a Saturday, Sunday, or public holiday) on which banks are open for business in the State of Delaware.
Conditions
These terms and conditions of sale as set out in this document.
Contract
The contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
Downstream Seller
Any person or entity that acquires the Goods directly or indirectly from the Buyer for the purpose of resale, marketing, or promotion to consumers.
Force Majeure Event
Any event or circumstance beyond a party’s reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, pandemics, governmental actions, supply chain disruptions, or failure of utilities or transportation networks.
Goods
The goods (or any part of them) supplied by the Seller to the Buyer pursuant to an Order.
Intellectual Property Rights
All intellectual property rights of any kind, whether registered or unregistered, including but not limited to trademarks, service marks, trade names, logos, domain names, copyrights, patents, design rights, trade dress, goodwill, rights in get-up, database rights, and rights to confidential information and trade secrets, together with all applications, renewals, extensions, and rights to sue for infringement or misappropriation.
Minimum Quantity
100 units for UK sales and 400 units for sales outside the UK, unless otherwise agreed in writing by the Seller.
Order
The Buyer’s order for the Goods, whether submitted electronically, in writing, or otherwise.
Paid Search Advertising
Any form of paid online advertising, including but not limited to search engine advertising (e.g. Google Ads, Bing Ads), shopping ads, sponsored marketplace listings, display advertising, or paid social media advertising.
Seller
DX Products LLC, a Delaware limited liability company.
Territory
All countries or regions in which the Buyer carries on business or sells the Goods, excluding the People’s Republic of China.
1.2 Interpretation
(a) A reference to a statute or regulation includes any amendment, re-enactment, or replacement.
(b) Words such as “including”, “include”, or “in particular” are illustrative and do not limit the words preceding them.
(c) A reference to “writing” or “written” includes email.
2. Basis of Contract
2.1 These Conditions apply to all Contracts for the sale of Goods by the Seller to the Buyer and exclude all other terms that the Buyer seeks to impose or incorporate.
2.2 Each Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions.
2.3 A Contract shall only be formed when the Seller issues written acceptance of an Order. The Seller may accept or reject any Order at its sole discretion.
2.4 The Buyer waives any right to rely on any terms contained in purchase orders, confirmations, or other documents that are inconsistent with these Conditions.
2.5 Any samples, descriptions, images, catalogues, or advertising materials are provided for illustrative purposes only and do not form part of the Contract.
2.6 All Orders must meet the Minimum Quantity and be placed in multiples of five (5) units unless otherwise agreed in writing.
2.7 The Buyer may cancel an Order at any time prior to dispatch without financial penalty.
3. Goods
3.1 The Goods are described in the Seller’s catalogues, brochures, or website as updated from time to time.
3.2 The Seller reserves the right to modify the specification of the Goods to comply with applicable laws or regulatory requirements.
3.3 The Buyer is responsible, at its own cost, for obtaining any import licenses, approvals, or consents required for the Goods in the Territory.
3.4 If the Buyer becomes subject to any governmental or regulatory request, order, or directive requiring withdrawal or recall of the Goods, the Buyer shall immediately notify the Seller in writing.
3.5 Unless required by law, the Buyer may not conduct any recall or withdrawal without the Seller’s prior written consent and must comply with the Seller’s instructions.
4. Delivery
4.1 Each delivery shall be accompanied by a packing slip identifying the Buyer and the Goods supplied.
4.2 Delivery shall occur at the location specified in the Order or as otherwise agreed in writing.
4.3 Delivery is completed upon unloading of the Goods at the delivery location.
4.4 Delivery dates are estimates only and time is not of the essence.
4.5 The Seller shall not be liable for delays caused by Force Majeure Events or the Buyer’s failure to provide accurate delivery instructions.
4.6 If the Seller fails to deliver the Goods, the Seller’s liability shall be limited to the reasonable cost of obtaining replacement goods of similar description, less the price of the Goods.
5. Quality and Warranty
5.1 The Seller warrants that the Goods shall, at the time of delivery and for a period of two (2) years thereafter:
(a) conform in all material respects with their description;
(b) be free from material defects in materials and workmanship; and
(c) be of satisfactory quality.
5.2 If the Goods fail to comply with this warranty, the Seller shall, at its option, repair or replace the Goods or refund the price paid.
5.3 The Seller shall not be liable where defects arise from misuse, negligence, unauthorized modification, improper storage, or normal wear and tear.
5.4 EXCEPT AS EXPRESSLY SET OUT HEREIN, ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
6. Title and Risk
6.1 Risk in the Goods passes to the Buyer upon delivery.
6.2 Title to the Goods shall not pass until the Seller has received payment in full in cleared funds.
7. Price and Payment
7.1 Prices are as stated in the Seller’s price list or confirmed Order.
7.2 Prices exclude taxes, duties, shipping, insurance, and packaging, which shall be charged separately.
7.3 The Seller may adjust prices to reflect increases in costs beyond its control.
7.4 Payment terms are as agreed in writing. Late payments shall accrue interest at four percent (4%) per annum above the Federal Reserve base rate.
7.5 The Buyer shall make payment without set-off or deduction except as required by law.
8. Advertising, Promotion, and Intellectual Property
8.1 The Buyer may use Seller-provided promotional materials solely to market and sell the Goods, subject to compliance with Seller brand guidelines and any prior written approval requirements.
8.2 The Buyer shall not authorize any third party to use Seller intellectual property without written consent.
8.3 All Intellectual Property Rights remain the exclusive property of the Seller.
8.4 The Buyer shall not use Seller trademarks, logos, or trade dress in any manner that implies ownership, endorsement, or affiliation beyond that of an independent reseller.
9. Brand-Term Bidding Restriction
9.1 The Buyer shall not, directly or indirectly, bid on, purchase, or otherwise use any Seller brand names, trademarks, or confusingly similar terms in Paid Search Advertising without the Seller’s prior written consent.
9.2 This restriction applies regardless of supply source and includes actions by affiliates, agencies, resellers, or other third parties acting for or benefiting the Buyer.
9.3 This clause regulates advertising conduct only and does not restrict resale pricing.
9.4 Upon reasonable request, the Buyer shall provide evidence of compliance, including keyword lists and campaign settings.
10. Compliance with Laws
10.1 The Buyer shall comply with all applicable federal, state, and local laws and regulations relating to the marketing, advertising, sale, and distribution of the Goods.
10.2 The Buyer shall ensure that all Downstream Sellers comply with equivalent legal and contractual obligations.
10.3 The Buyer shall indemnify the Seller against losses arising from non-compliance with this clause.
11. Limitation of Liability
11.1 Nothing in these Conditions limits liability for fraud, willful misconduct, or death or personal injury caused by negligence.
11.2 To the maximum extent permitted by law, the Seller shall not be liable for indirect, incidental, or consequential damages, including loss of profit.
11.3 The Seller’s total liability shall not exceed the price paid for the Goods giving rise to the claim.
12. Force Majeure
Neither party shall be liable for failure or delay in performance due to a Force Majeure Event. If such event continues for more than thirty (30) days, either party may terminate the Contract upon written notice.
13. General
13.1 Assignment
The Seller may assign this Contract freely. The Buyer may not assign without prior written consent.
13.2 Confidentiality
Each party shall keep confidential information confidential for five (5) years following termination.
13.3 Entire Agreement
This Contract constitutes the entire agreement between the parties and supersedes all prior agreements.
13.4 Amendment
No amendment shall be effective unless in writing and signed by the Seller.
13.5 Waiver
Failure to enforce any provision shall not constitute a waiver.
13.6 Severability
Invalid provisions shall be modified or severed without affecting the remainder.
13.7 Notices
Notices shall be in writing and delivered by personal delivery, recognized courier, or email to the addresses last notified by the parties.
13.8 No Partnership or Agency
Nothing creates a partnership, joint venture, or agency relationship.
13.9 Third-Party Rights
No third party has rights under this Contract.
13.10 Governing Law
This Contract shall be governed by the laws of the State of Delaware, without regard to conflict-of-law principles.
13.11 Jurisdiction
The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Delaware.
(the “Seller”)
The person, firm, or entity that purchases the Goods from the Seller.
A day (other than a Saturday, Sunday, or public holiday) on which banks are open for business in the State of Delaware.
These terms and conditions of sale as set out in this document.
The contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
Any person or entity that acquires the Goods directly or indirectly from the Buyer for the purpose of resale, marketing, or promotion to consumers.
Any event or circumstance beyond a party’s reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, pandemics, governmental actions, supply chain disruptions, or failure of utilities or transportation networks.
The goods (or any part of them) supplied by the Seller to the Buyer pursuant to an Order.
All intellectual property rights of any kind, whether registered or unregistered, including but not limited to trademarks, service marks, trade names, logos, domain names, copyrights, patents, design rights, trade dress, goodwill, rights in get-up, database rights, and rights to confidential information and trade secrets, together with all applications, renewals, extensions, and rights to sue for infringement or misappropriation.
100 units for UK sales and 400 units for sales outside the UK, unless otherwise agreed in writing by the Seller.
The Buyer’s order for the Goods, whether submitted electronically, in writing, or otherwise.
Any form of paid online advertising, including but not limited to search engine advertising (e.g. Google Ads, Bing Ads), shopping ads, sponsored marketplace listings, display advertising, or paid social media advertising.
DX Products LLC, a Delaware limited liability company.
All countries or regions in which the Buyer carries on business or sells the Goods, excluding the People’s Republic of China.
(b) Words such as “including”, “include”, or “in particular” are illustrative and do not limit the words preceding them.
(c) A reference to “writing” or “written” includes email.
(a) conform in all material respects with their description;
(b) be free from material defects in materials and workmanship; and
(c) be of satisfactory quality.
The Seller may assign this Contract freely. The Buyer may not assign without prior written consent.
Each party shall keep confidential information confidential for five (5) years following termination.
This Contract constitutes the entire agreement between the parties and supersedes all prior agreements.
No amendment shall be effective unless in writing and signed by the Seller.
Failure to enforce any provision shall not constitute a waiver.
Invalid provisions shall be modified or severed without affecting the remainder.
Notices shall be in writing and delivered by personal delivery, recognized courier, or email to the addresses last notified by the parties.
Nothing creates a partnership, joint venture, or agency relationship.
No third party has rights under this Contract.
This Contract shall be governed by the laws of the State of Delaware, without regard to conflict-of-law principles.
The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Delaware.