Terms and Conditions of Sale
1. General Application
These Terms and Conditions (“Terms”) govern your order and purchase of merchandise or goods (“Goods”) from Dalan (“Dalan;” “we” or “us”). Each order and purchase of Goods is subject only to these Terms and to the terms for quantity contained in your written purchase order (“Purchase Order”) for Goods as specified in Attachment A that has been accepted by us.
2. Shipment of Goods
Lead time for all shipments is set by our distributer. At the time of this writing, lead time is 7 to 10 business days. All shipments of Goods will be CIP (Incoterms®2010, Carriage and Insurance Paid), unless otherwise stated in your invoice, to the delivery address designated in your Sales Confirmation or, if not designated in your Sales Confirmation, to your current delivery address listed in our records. Shipping, handling, and any required sales tax will be shown on you Sales Confirmation. It is the Customer’s responsibility to send any tax-exempt certificates to Dalan at the time of order. Customer requests for expedited delivery or other special handling may result in additional charges payable by you. We may not be authorized to ship Goods to certain states and, if so, we shall have no obligation to sell and deliver Goods to such states.
3. Inspection of Goods for Damage or Shipping Error
You have the right to inspect and reject any shipment of Goods for damage or shipping error for a period of 10 calendar days after delivery. Any damage or mis-shipment must be reported to Dalan Customer Service within 10 calendar days at the phone number indicated for corresponding Goods in Section 5 below, at which time you can request a return authorization. Mis-shipped or damaged Goods may not be returned without a return authorization. If damage to your Goods is apparent at the time of delivery, please note the damage when signing the delivery carrier’s delivery receipt. Dalan makes the final decision to accept returns, credit accounts and/or re- ship Goods in its sole and absolute discretion.
4. Lost Goods
You will promptly notify us if you have not received an expected shipment of Goods by the expected delivery date. If we determine that your shipment of Goods is lost, we will credit your account and promptly re-ship Goods upon your request to re-order. We may, at our sole option, make a claim with the carrier or ask you to make a claim directly with the delivery carrier.
5. Return Policy
(a )For purchase of vaccinated honeybee queens from an Dalan authorized partner breeder: Vaccinated queens purchased via an authorized partner breeder must be returned to the partner breeder that sold the vaccinated honeybee queens to you. Your ability to return those products is subject to your relationship with that distributor. Whether or not returns will be accepted from partner breeder is governed by the partner breeder’s current Return Policy applicable to the vaccinated honeybee queen(s) you are seeking to return.
(b) For products purchased directly from Dalan: Any returned product must be accompanied by a valid return authorization, and product should remain in the original, intact and unopened packaging and containing the same unit quantities as purchased, unless damaged or subject to recall, in which case opened and partial returns are allowed. All returned Goods become property of Dalan and may be destroyed. Please follow the instructions below for the particular products you wish to return.
Contact Dalan’s customer support at 1-844-483-2526 for return authorization.
Dalan only accepts returns of outdated Products if dating is up to one hundred eighty (180) days after Product expiration date. If authorized, credit will be issued at eighty percent (80%) of the current purchase price or an in- kind replacement will be provided at Dalan’s sole discretion. At Dalan’s sole and absolute discretion credit may also be issued for returns of (a) Products damaged or mis-shipped as outlined in the Terms and Conditions, (b) Products with apparent product defect or container or label damage/defect provided the damage/defect is presented to Dalan within ten (10) days of receipt, or (c) Products subject to voluntary or involuntary recall.
6. Supervision
The Buyer is solely responsible for the supervision and management of its agents, appointees, employees and permitted subcontractors for the proper application of Goods. The Buyer’s agents, appointees, employees and permitted subcontractors remain under the Buyer’s sole control, authority and management at all times during the performance of the Contract. No employee or agent engaged by Dalan shall be, or shall be deemed to be, an employee or agent of the Buyer and shall not be entitled to any benefits that the Buyer provides to its own employees.
7. Sub-Contracting
Unless otherwise agreed in other Special Terms and Conditions, the Buyer shall not subcontract all or any part of its obligations under the Sales Confirmation without Dalan’s prior approval. If required, Dalan’s prior approval must be obtained for each subcontractor. Notwithstanding the appointment of a permitted subcontractor, the Buyer shall remain fully responsible for the use of Goods as permitted under this contract (e.g. vaccinating honeybee queens and offering such for sale.)
8. Limitation on Use of Goods
Unless you are an authorized breeder partner under written contract to Dalan or you are otherwise authorized by Dalan under a written agreement executed between you and Dalan, you agree and warrant that you shall comply with all laws and regulations relating to the use of these Goods. For example, you will not re-label, repackage or make any other alternation to Goods and packaging regulated by the USDA-CVB and shall require any of your subcontractors to comply with all applicable Laws, including having all professional licenses, permits, certificates and registrations required for their performance of the services. Any violation of these Terms shall subject you to immediate termination of your right to purchase Goods and void your qualification for any rebates accrued during the current year where a violation of these Terms has occurred. Further, upon Dalan’s written request, you shall be obligated to cease all sales of honeybee queens vaccinated with Goods and return all inventories of Goods to Dalan immediately. A refund will not be issued for any Goods returned by you due to a violation of this Section. For the avoidance of doubt, unless you are an authorized breeder partner under written contract to Dalan or you are otherwise authorized by Dalan under a written agreement executed between you and Dalan, all resale of Goods is strictly prohibited.
9. Domestic Use Only
Unless otherwise agreed upon in writing and subject to the limitations provided in Section 6, all Goods are sold hereunder for use within the United States of America and may not be exported.
10. Pricing
The purchase price for Goods at the time of your order will be the then-current list price for those Goods, unless you qualify for promotional pricing. To receive any promotional pricing, you must qualify based on any requirements specified in the applicable promotion. Dalan, in its sole discretion, will make all decisions regarding qualification for promotional pricing. In addition to the price for Goods, you will be responsible for all sales tax, use tax or similar taxes applicable to the sale of Goods. Applicable taxes will be added to the price charged for Goods and included on your invoice unless you have a valid resale or tax exemption certificate on file with Dalan.
11. Invoices and Payments
We will issue written Sales Confirmation and Invoice for Goods describing Goods ordered by and delivered to you, including the pricing and payment terms. Payment of the full invoice amount, in United States currency, is due in accordance with the payment terms on the invoice. Standard payment terms for all online orders, which apply if not otherwise stated on the invoice, are Prepayment Required.
12. Rights on Failure to Make Payment
In addition to any and all other remedies we may have, we may cancel or suspend delivery of Goods to you if you fail to make any payment owed to us (whether pursuant to a transaction under these Terms or otherwise) as and when due. Further, if we determine that your financial position is questionable and/or your financial responsibility becomes unsatisfactory to us in our sole discretion, we may require that you pay in cash for all deliveries, or we may require some form of security acceptable to us in our sole discretion. Past due invoices for delivered Goods will accrue a monthly late charge of 1.5% of the outstanding principal amount (or the maximum rate allowed by law) whichever is greater. If collection of this account becomes necessary, you agree to pay all costs of collection, including but not limited to reasonable attorneys’ fees and cost of suit incurred. Returned checks are subject to return check fees.
13. Privacy
If Dalan performs any operation using personal information (as defined by the applicable Laws), whether or not by automatic means, including, but not limited to, the access, acquisition, collection, recording, organization, storage, alteration, retrieval, consultation, use, disclosure, combination, transfer, blocking, return or destruction of personal information from or on behalf Buyer and/or its affiliates or subsidiaries, Dalan shall comply with the applicable Laws regarding such operations.
14. Force Majeure
Either you or we may suspend or cancel any scheduled delivery of Goods not already completed, without liability of any kind, to the extent production, delivery or acceptance of delivery is impossible or commercially impracticable by reason of an act of God, act of war or terrorism, riot, fire, explosion, flood, strike, lockout, labor unrest, injunction, intervening illegality or action by a government authority, inability to obtain any fuel, power, raw materials, labor, containers or transportation facilities, accident, breakage of machinery or apparatus, national defense requirements, or other causes beyond the control of the party desiring to suspend or cancel delivery. During any shortage of fuel, power, raw materials, labor, containers, or transportation facilities, we may allocate our supplies of these items or resources as we see fit.
15. Limited Warranties; Claims
We warrant that we will transfer good title to all Goods sold to you and all Goods will conform to our specifications, if any, and the description of Goods on their packaging. We further warrant that goods sold under these Terms were or will be produced in compliance with all applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 of the Act. With the exception of the foregoing warranties in this Section 12, THERE ARE NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTIBILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO GOODS. WE ARE NOT AND WILL NOT BE LIABLE FOR ANY
INCIDENTIAL OR CONSEQUENTIAL DAMAGES. Our liability for damages in any event is limited to your purchase price for the item of Goods with respect to which damages are claimed. Our standard specifications for quality will govern all Goods unless the parties have otherwise expressly agreed in writing. Any claims on account of weight, quality, loss of or damage to Goods must be made in writing and delivered to us as promptly as possible, but in no event later than 10 days after discovery. Without limiting the disclaimer of warranties and limitation on liability established in these Terms, you expressly assume all risk of patent infringement by reason of your use of Goods in combination with other material or in the operation of any process.
16. Modification of These Terms
We reserve the right to modify these Terms from time to time, provided that the Terms as in effect at the time of our acceptance of your Sales Confirmation will remain in effect with respect to that Sales Order, and any future Sales Orders submitted by you and accepted by us will be governed by our terms of purchase as in effect at that time irrespective of any course of dealing between or expectation of the parties.
17. Acceptance
This document is not an Expression of Acceptance or a Confirmation document as contemplated in UCC § 2-207. Instead, acceptance of any Purchase Order you enter with us is expressly conditioned upon your agreement and acceptance of any additional terms or conflicting terms included in these Terms.
18. Miscellaneous
These Terms and the transaction(s) to which they relate will be construed under the laws of the state of Georgia without regard to conflicts of law principles. Jurisdiction and venue for any action or claim arising under these Terms and the related transactions will reside solely with the state and federal courts located within the State of Georgia. You may not assign any of your rights or obligations under these Terms or any Purchase Order without our written consent. These Terms, as in effect with respect to any Purchase Order that has been accepted, may not be modified or amended except by a writing signed by you and us. If any one or more provisions of these Terms is found to be illegal or unenforceable in any respect, the remainder of these Terms shall remain in full force and effect. These Terms constitute the entire agreement between the parties with respect to the subject matter thereof, and supersede all prior agreements (oral and written), negotiations and discussions.