Offer & Acceptance
Any terms in the order which purport to reject, amend or alter some or all of DEFEO’s terms, by virtue of standard form language or otherwise, shall not be sufficient objection. Buyer shall be required to set forth each objection to DEFEO’s terms in a separate writing signed and dated by buyer and delivered to DEFEO prior to DEFEO’s shipment of the products. DEFEO’s failure to object to provisions in the order or any purchase order or other communication from buyer (including, without limitation, penalty clauses or warranties of any kind), shall not constitute a waiver by DEFEO of DEFEO’s Terms, nor an acceptance by DEFEO of any such provisions. Any terms in the order or any other documents which are different from or in addition to DEFEO’s terms are rejected unless specifically accepted by DEFEO in a separate document signed by both buyer and DEFEO, regardless of whether such other terms would materially alter these terms. No course of dealing, custom or usage, which is contrary to DEFEO’s terms, shall apply.
Any terms in the order which purport to reject, amend or alter some or all of DEFEO’s terms, by virtue of standard form language or otherwise, shall not be sufficient objection. Buyer shall be required to set forth each objection to DEFEO’s terms in a separate writing signed and dated by buyer and delivered to DEEFEO prior to DEFEO’s shipment of the products. DEFEO’s failure to object to provisions in the order or any purchase order or other communication from buyer (including, without limitation, penalty clauses or warranties of any kind), shall not constitute a waiver by DEFEO of DEFEO’s Terms, nor an acceptance by DEFEO of any such provisions. Any terms in the order or any other documents which are different from or in addition to DEFEO’s terms are rejected unless specifically accepted by DEFEO in a separate document signed by both buyer and DEFEO, regardless of whether such other terms would materially alter these terms. No course of dealing, custom or usage, which is contrary to DEFEO’s terms, shall apply.
Each Order shall specify (i) the amount of the purchased Products and the location to which the ordered products are to be shipped and (ii) the requested ship date. DEFEO reserves the right to correct any typographical or clerical errors in prices, specifications, quotations, or acknowledgments. If a customer fails to provide all, or intentionally omits information needed to properly deliver an order, leading to increased incurred expensed for DEFEO, the customer will be responsible for all of these additional expensed.
For example: If a shipping address provided to DEFEO doesn’t have a loading dock or forklift, and a customer fails to acknowledge that the LTL carrier needs to use a truck with a lift gate to deliver a palletized order, any expenses DEFEO incurred above and beyond what was initially Invoiced and charged to the aforementioned customer will be passed onto the customer, and the customer liable to pay DEFEO for all additional fees DEFEO incurred.
The Agreement constitutes the entire agreement of the parties, and supersedes all prior written or oral representations made by the parties with respect to the subjects addressed in this Agreement. The parties do not intend that their Agreement shall create a right of enforcement in any third party and, in fact, the parties expressly intend that there be no third parties with standing to enforce any provision of the parties’ Agreement. In the event Buyer obtains funding from a third party, Buyer agrees that Buyer shall have no rights as a third-party beneficiary in any contract between DEFEO and that third-party.
Prices, Shipments & Deliveries
Prices are based on U.S. dollars and are F.O.B. point of shipment unless otherwise agreed upon. With respect to items sold by DEFEO, we cannot confirm the price of an item until you order. Despite our best efforts, a small number of the items in our catalog may be mispriced. If the correct price of an item sold by DEFEO is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation. If no price is included in the order, the price shall be the price set out in DEFEO's price list in force as of the date of the order, as may be amended from time to time. Prices do not include applicable freight or delivery charges, fuel surcharges, insurance, customs, duties, fees or taxes (such as present or future sales, excise, use, ad valorem) or any export or import duties. Those charges may be prepaid by DEFEO and added to buyer’s invoice. If buyer provides no carrier information, routing or packaging instructions, DEFEO shall have sole discretion as to mode, routing and/or packaging of shipment.
The Products subject to this sale shall be limited to those described in the DEFEO Invoice accompanying the product and/or shipment.
Sales tax will be charged on all shipments unless a current tax exemption certificate is on file with DEFEO.
Risk of loss or damage to the product shall pass from DEFEO to Buyer upon delivery to a carrier at point of shipment.
Any shipment, delivery, or performance date stated in the order, DEFEO Invoice or other contract document is an approximation only and does not constitute any guarantee of shipment, delivery, or performance on any particular date.
The Product subject to this sale, and any related technology or software, which is exported from the United States, is done in accordance with the Export Administration Regulations. Buyer diversion, export or re-export or other transfer is at Buyer’s own expense; and if contrary to applicable United States’ laws, is expressly prohibited and at Buyer’s own risk.
When you use DEFEO Services, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site or through the other DEFEO Services, such as our Help Center or Live Chat, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
You may need your own DEFEO account to use certain DEFEO Services, and you may be required to be logged into the account and have a valid payment method associated with it. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. DEFEO doesn’t’ sell products for children, only adults, who can purchase with a credit card or other permitted payment method. If you are under 18, you may use the DEFEO Services only with involvement of a parent or guardian. DEFEO reserves the right to refuse service, terminate accounts, terminate your rights to use DEFEO Services, remove or edit content, or cancel orders in its sole discretion.
Reviews, Comments, Communications, andOther Content
You may post reviews, comments, photos, videos, and other content; send e-cards and other communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. DEFEO reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.
If you do post content or submit material, and unless we indicate otherwise, you grant DEFEO a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant DEFEO and sub licensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify DEFEO for all claims resulting from content you supply. DEFEO has the right but not the obligation to monitor and edit or remove any activity or content. DEFEO takes no responsibility and assumes no liability for any content posted by you or any third party.’
Sanctions andExport Policy
You may not use any DEFEO Service if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using DEFEO Services. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, software (including DEFEO Software), technology, and services.
DEFEO attempts to be as accurate as possible. However, DEFEO does not warrant that product descriptions or other content of any DEFEO Service is accurate, complete, reliable, current, or error-free. If a product offered by DEFEO itself is not as described, your sole remedy is to return it in unused condition.
All non-public, confidential or proprietary information of DEFEO, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by DEFEO to Buyer, whether disclosed orally, visually, or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed, copied or disseminated unless authorized by DEFEO in writing. DEFEO shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by the Buyer on a non-confidential basis from a third party.