Terms & Conditions
These Terms and Conditions (“Agreement”) apply to and govern all sales of products (“Products”) by Dsan Corporation (“Dsan”), a company incorporated in the State of New York, with a place of business at 142 Mineola Avenue, Roslyn Heights, NY 11577, to end users, resellers, dealers, or other parties (“Buyer”). Buyer and Dsan are herein collectively referred to as the “Parties”. Buyer accepts this Agreement by sending a purchase order or by Buyer’s instructions to Dsan to ship the Product. Any different or additional terms shall be deemed objected to and without effect unless agreed to in writing by Dsan.
Quotations. Any quotations issued by Dsan are valid for ninety (90) days. All prices are exclusive of Taxes, as hereinafter defined.
Taxes. Buyer shall bear all taxes, including excise and/or sales taxes and/or value-added taxes and/or customs and export fees (“Taxes”) with respect to the Products that may be imposed by any statute, ordinance or regulation. Unless otherwise specified, Buyer is responsible for obtaining any required export or import licenses, and providing same to Dsan upon request.
Terms of Payment; Default. Dsan may require partial or full payment prior to shipment of Products. To the extent that Dsan extends any credit, payments shall be made in the lawful currency of U.S.A., within thirty (30) days of invoice date (unless otherwise noted), and subject to a monthly 1.5% late payment assessment (or the maximum amount permitted by applicable law, whichever is less). Dsan reserves the right to invoice for partial shipments. In the event of Buyer’s default in payment for Products purchased hereunder, Buyer shall be responsible for all reasonable costs and expenses incurred by Dsan in collection of any sums owing by Buyer (including reasonable attorney’s fees), and Dsan may decline to make further shipments to Buyer without in any way affecting its rights under this Agreement. If, despite any such breach by Buyer, Dsan elects to continue to make shipments, such shipments shall not constitute a waiver of any breach by Buyer or in any way affect Dsan’s legal remedies arising from such breach.
Delivery and Risk of Loss. Dsan will deliver the Products within a reasonable time after receiving Buyer’s purchase order, subject to their availability. Shipping dates are considered estimates only, and failure to meet said dates shall not be considered a breach of this Agreement by Dsan. Dsan may, in its sole discretion, without liability or penalty, make and invoice partial shipments of Products to Buyer. Dsan shall ship Products to Buyer using Dsan’s standard methods for packaging and shipping. Unless otherwise agreed to by the Parties, shipping costs shall be prepaid by Dsan and billed to Buyer. The risk of loss or damage to the Products shall pass to the Buyer at the time of shipment.
Title and Security. Title to Products shall pass to Buyer upon delivery to a common carrier. Until Dsan has received full payment for the Products, Dsan is entitled to a security interest in the Products which shall upon Dsan request, and with the assistance of Buyer, be created and remain with Dsan. Until the security interest is extinguished, Dsan may stop shipment of, repossess and/or resell any Products in question.
Limited Warranty. Dsan warrants that the Products shall be free from material defects in materials and workmanship and will materially conform to the applicable specifications posted on the Dsan website. Buyer’s sole remedy for a defective product still under warranty will be, at Dsan’s sole option and expense, to (i) provide Buyer with a replacement Product; (b) repair the Product; (c) provide replacement parts for the Product; or (d) provide a refund to Buyer of the sale price of the Product, upon return of the defective Product. Such limited warranty will be effective for one (1) year from date of delivery. Any repair or replacement of a Product shall not extend the warranty period. No warranty is made with respect to custom equipment or Products produced to Buyer’s specifications except as may be specifically set forth in writing by Dsan in a separate contract for such custom equipment. This limited warranty does not extend to any Product that (a) has been modified, neglected or poorly maintained, misused, abused or involved in accidents or natural disaster; (b) has been repaired or altered by a party other than Dsan; (c) has had parts and/or accessories installed that are not compatible with the original intended use of the Product; or (d) any other defect which does not relate directly to a material defect in materials and/or workmanship of the Product. Without limiting any other exclusion herein, Dsan does not warrant that the Product covered hereby, including, without limitation, the technology and/or integrated circuit(s) included in the Product, will not become obsolete or that such items are or will remain compatible with any other product or technology with which the Product may be used.
To the extent permitted by applicable law, Dsan is not responsible for consequential or incidental damages to Buyer based on the defective Products. This warranty is not intended to confer any additional legal, jurisdictional or warranty rights to Buyer other than those set forth herein or required by law. If any portion of this warranty is held to be invalid or unenforceable for any reason, such finding will not invalidate any other provision.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS LIMITED WARRANTY AND THE REMEDIES SET FORTH IN THIS SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DSAN SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IF DSAN CANNOT LAWFULLY DISCLAIM OR EXCLUDE IMPLIED WARRANTIES UNDER APPLICABLE LAW, THEN ALL IMPLIED WARRANTIES COVERING A PRODUCT SHALL APPLY TO SUCH PRODUCT AS PROVIDED UNDER APPICABLE LAW.
To report a defective Product, please email Dsan at firstname.lastname@example.org, and Dsan will provide instructions for remedy of the defective Product. In the email, please include full name, address, name of Product, explanation of the defect, and either Invoice Number or Purchase Order Number. Any insurance and/or shipping costs incurred in returning the Product for service under the approved warranty option are Buyer’s responsibility. No Products may be returned, unless authorized by Dsan, and Dsan shall not be liable for any Products returned without such authorization.
Returns. Returns of Products purchased from Dsan may be made within sixty (60) days of receipt of the Products, provided that the Products are returned in new condition, with all original product inserts and accessories, and with no labels on the Products other than any labels that were affixed by Dsan. The invoice or packing slip must be included in the return box, and the Products should be returned to the address on the invoice or packing slip. Buyer shall be credited with the purchase price of the returned Products (excluding shipping charges). Products purchased from a third party or re-seller must be returned to such third party and is subject to the third party’s return policy. Products built to Buyer’s specifications and Products that have been modified by the Buyer may not be returned.
Limitation of Liability. IN NO EVENT SHALL DSAN BE LIABLE FOR ANY PENALTY OR ANY DAMAGES TO CUSTOMER, ITS CUSTOMERS, AGENTS OR ANY THIRD PARTY WITH RESPECT TO ANY LOSS OF PRODUCTION, LOSS OF USE, LOSS OF OTHER GOODS, LOSS OF ORDERS, LOSS OF PROFITS, SUBSTITUTION COSTS, LOSS OF REVENUES, DOWN-TIME COSTS OR ANY OTHER COSTS OR ANY OTHER SPECIAL, INDIRECT, CONSEQUENTIAL, TORT, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES, WHICH ARISE OUT OF OR IN CONNECTION WITH THE PRODUCTS OR THIS AGREEMENT, REGARDLESS OF THE CAUSE OR THE LEGAL THEORY THEREFOR, INCLUDING LATE DELIVERY. DSAN’S LIABILITY, IF ANY, SHALL NOT EXCEED PAYMENT RECEIVED FROM THE CUSTOMER FOR THE PRODUCT(S) IN QUESTION. This exclusion also includes any liability which may arise out of third-party claims against Buyer.
No License. Except as provided in this Section, the sale of the Products will not confer upon Buyer any license, express or implied, under any patents, trademarks, trade names, or other proprietary rights owned or controlled by Dsan, its subsidiaries, affiliates, or suppliers; it being specifically understood and agreed that all the rights are reserved to Dsan, its subsidiaries, affiliates, or suppliers. Without limiting the foregoing, Buyer will not, without Dsan’s prior written consent, use any trademark or trade name of Dsan in connection with any the Products, other than with respect to the resale of the Products pre-marked or packaged by or on behalf of Dsan. Any Buyer of a software Product offered by Dsan is granted a limited, non-exclusive, non-transferable, and non-sublicensable license to use such software Product in connection with the applicable Dsan Product. Dsan retains title to and ownership of and all proprietary rights with respect to such software Products and all copies and portions thereof, whether or not incorporated into or with other software. This License does NOT constitute a sale of the software Products or any portion or copy thereof. Buyer agrees not to directly or indirectly decompile, disassemble, reverse engineer or otherwise derive the source code for the software. Buyer acknowledges that the software created by Dsan and all accompanying documentation and specifications constitute valuable proprietary, confidential, and trade secret information of Dsan. Such software, documentation and specifications may not be copied or sub-licensed, in whole or in part, provided, transferred, or otherwise disclosed or made available to third parties without the express written consent of Dsan.
Compliance with Laws. Buyer will comply with all laws and regulations applicable to the installation, use, or export and import of all Products, including applicable export control laws and regulations of the U.S., E.U. and any other country having proper jurisdiction and will obtain all necessary export licenses in connection with any subsequent export, re-export, transfer and use of all Products and technology delivered hereunder. Buyer will not sell, transfer, export or re-export any Products or Dsan technology for use in activities which involve the design, development, production, use or stockpiling of nuclear, chemical or biological weapons or missiles, nor use Products or technology in any facility which engages in activities relating to such weapons. Buyer will comply with all local, national, and other laws of all jurisdictions globally relating to anti-corruption, bribery, extortion, kickbacks, or similar matters which are applicable to Buyer’s business activities, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”). Buyer agrees that no payment of money or provision of anything of value will be offered, promised, paid or transferred, directly or indirectly, by any person or entity, to any government official, government employee, or employee of any company owned in part by a government, political party, political party official, or candidate for any government office or political party office to induce such organizations or persons to use their authority or influence to obtain or retain an improper business advantage for Buyer or for Dsan, or which otherwise constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage, with respect to any of Buyer’s activities.
Notices. Any notice contemplated by or made pursuant to this Agreement shall be in writing.
Modification/Waiver. These terms incorporate and/or replace all prior terms whether oral or written and may not be changed by either Party except by a writing signed by both Parties. The failure by Dsan to enforce at any time any of the provisions of this Agreement, or to exercise any election or option provided herein, shall in no way be construed as a waiver of such provision or option, nor in any way affect the validity of this Agreement (or any part hereof), or the right of Dsan thereafter to enforce each and every such provision. If any provision hereof is held by a court of competent jurisdiction to be unenforceable the remaining terms and provisions shall be unaffected and remain in full force and effect.
Assignment. This agreement shall bind and inure to the benefit of Dsan’s successors and assigns, including without limitation, any entity into which Dsan shall merge or consolidate. Buyer may not assign any of Buyer’s rights or obligations under this agreement without Dsan’s prior written consent. Any attempted assignment, delegation, or transfer by Buyer without such consent of Dsan shall be void.
Force Majeure. No Party shall be deemed in default of this Agreement for any delay or failure to fulfill any obligation hereunder (other than a payment obligation) so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, hindered or delayed due to earthquake, fire, flood, storms, strikes, labor shortages, riots, explosions, war, terrorism, or other occurrences or conditions beyond such Party’s reasonable control. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay.
Miscellaneous. This Agreement shall be governed by the substantive law of the State of New York. In no event shall any provisions of the United Nations Convention on Contracts for the International Sale of Goods govern the terms of the same contemplated hereby. The Buyer irrevocably submits to the exclusive jurisdiction and venue of any state or federal court having within its jurisdiction Dsan’s place of business. Dsan will have the sole and exclusive right to determine whether any dispute, controversy or claim arising out of or relating to the Agreement, or the breach thereof, will be submitted to a court of law or arbitrated. It is by the express intention of the parties hereto that the present Agreement and all its related documents be drafted in English. If there is a conflict between the invoice issued by Dsan and this Agreement, then the terms of the Dsan invoice will govern.