General Terms and
Conditions of Sale
• ALADYN: Aladyn Protection Systems, LLC.
• Client: Legal or natural person that requests or receives ALADYN products.
• Product: Products, goods and services to be delivered or loaned by ALADYN to the Client.
• Quotation: The offer or proposal for sale of the Products issued by ALADYN to the Client that establishes technical, commercial and financial terms that incorporate the Terms of Sale.
• Parties: Party: Client or ALADYN, while "Parties" refers to the Client and ALADYN together.
• Invoice: Sales invoice issued by ALADYN to the Client that contains the product code and a description thereof, including the technical specifications of the Products and the quantity and / or weight thereof.
• Terms of Sale: General Terms and Conditions of Sale described in this document.
2. AGREEMENT AND APPLICATION
These Terms of Sale apply to any sale, sales proposal or quotation of the Products marketed and sold by ALADYN to the Customer and for all orders / purchase orders received and accepted by the Customer's ALADYN. Any sale, proposal of sale or quotation of the Products by ALADYN to the Client of its affiliated products is expressly limited to the acceptance of the Client of these Terms of Sale.
The Customer must acquire from ALADYN the Products in the specifications and in the amount indicated in the Quote or in the Invoice. When an Invoice is issued after a Quotation has been accepted, the terms of the Invoice must prevail over the Quotation.
These Terms of Sale expressly exclude any condition of the Customer as part of any order or purchase order for Products, or that may be inferred from the uses of commerce, custom, practice or otherwise. Customer's acceptance of any offer by ALADYN is limited to these Terms of Sale, and any term and condition of the Customer that is different or additional to these Terms of Sale are expressly rejected by ALADYN.
The quote issued by ALADYN is a sale offer. Even if ALADYN has not issued an Invoice, it is considered that the Customer has accepted the provisions of these Terms of Sale for the updating of any of the following assumptions: (a) sign and return to ALADYN the copy of the approved Quotation (b) send ALADYN a written acknowledgment or approval of the Quotation; (c) placing a purchase order or sending instructions to ALADYN for the manufacture or delivery of the Products; (d) accept delivery of all or part of the Products (payment of all or part of the Products); or (e) acceptance in any other way of these Terms of Sale by the Client.
Acceptance of the Customer's purchase order is strictly conditioned upon the Customer's acceptance of the Terms of Sale that, together with the Quotation, as well as the other ALADYN documents related to the Terms of Sale, will constitute the binding agreement between the parties ("Contract"). No agent, employee or representative of ALADYN has the authority to bind ALADYN with respect to any assertion, waiver, representation or warranty with respect to the Products that do not appear in the Contract. An affirmation, resignation, representation or guarantee will not be considered as part of the Contract and will not be applicable, unless they are expressly included in the Contract.
These Terms of Sale shall apply to all transactions between the Parties.
These Terms of Sale supersede all other prior or contemporaneous agreements, negotiations, representations and warranties, and communications, both written and oral, related to the subject matter of the Contract. These Terms of Sale shall prevail over any of the Customer's general terms and conditions of purchase, regardless of whether the Customer has placed any purchase order. Compliance with the Client's order does not constitute acceptance of any of the Client's terms and conditions and does not serve to modify these Terms of Sale. Any proposal for additional or different terms or any attempt by the Client to modify any of these Terms of Sale is considered rejected by ALADYN, on the understanding that said proposal or attempt to modify it will not be interpreted as a rejection of these Terms of Sale. These Terms of Sale and the Contract may only be amended or modified, in a writing that specifically states which of these Terms of Sale are modified, as long as it is signed by an authorized representative of each party.
3. PAYMENTS AND PRICES
The prices of the Products are the prices indicated by ALADYN in the Quotation, and the prices are firm only for the period determined in the same or for the period of time agreed between the representatives of the Parties in writing, and said documents will be converted in part of the Contract. If no deadline is set, these prices will be firm for 10 days from the date of the issuance of the Quotation.
The form and currency of payment will be established by ALADYN, which will be accepted by the Client.
Prices are exclusive of any applicable sales tax, including taxes on use, value added taxes and other charges, such as customs duties, tariffs and other duties imposed by the government. If ALADYN is required by law to withhold any tax or levy from the Client, both taxes and collections will be included in the invoices of ALADYN and paid by the Client immediately after being notified by ALADYN.
Changes of Orders or Conditions. The Customer may from time to time, through a written notice, within a period not exceeding 5 days, to ALADYN, make reasonable changes within the scope of the Contract, regarding the specifications, quantity, time or method of delivery. or shipment, or similar requirements established in the Quotation. At the request of ALADYN, the Parties will agree to an equitable adjustment of Contract prices and delivery times as a result of Client's changes. The changes in the Quotation or Purchase Order must be established in a written document. Except for the changes described in this clause, neither Party may make any change to the Quotation or Purchase Order during this term without the written agreement of both. All prices are subject to adjustments by ALADYN at any time for changes in, for example: Customer's volume forecasts, freight, insurance or exchange rates.
Prices may be subject to adjustments, even retroactively, if the Products are supplied under a direct purchase program entered into between ALADYN and the final manufacturer of the product. ALADYN shall not be liable to the Customer for any warranty or other type of claim arising from any supplier, materials or parts provided directly by the Customer or from failure to timely supply from such suppliers, materials or parts.
All invoices will be paid to ALADYN, in accordance with the terms of the Quotation or Invoice at the address designated by ALADYN and in the manner stipulated by ALADYN.
Payment slip. In addition to all other resources available in these Terms of Sale or in the law (which ALADYN does not waive the exercise of any other right), if the Customer fails to comply with its payment obligations as established in the terms and periods stipulated, ALADYN will have Right to suspend the delivery of the Products until the Client has fully covered such payments, and ALADYN will not be responsible for any defect, delay, etc. that is derived from said suspension. The Client will be responsible for the payment of all expenses, including, without limitation, the reasonable legal advice fees incurred by ALADYN for the collection of said payments.
The Client declares that it is solvent and has full capacity to accept these Terms of Sale and accept the Quote, and recognizes that the obligations acquired under these Terms of Sale are binding and mandatory. The signature of the Client of any delivery of the Products constitutes a reiteration of these Terms of Sale. If ALADYN determines that the Client is not or may not be sufficiently solvent or does not have the necessary solvency to cover the payment of the Products in accordance with the Contract, ALADYN may modify the conditions of sale and payment upon prior notification to the Client.
4. DELIVERY, DISPATCH AND SUPPLY
Delivery Time: Delivery dates are approximate and will begin as of the date of receipt of the entire payment by ALADYN. The only obligation of ALADYN with respect to the delivery dates will be to make reasonable efforts to comply with them. The Client will not be exempt from payment of any amount owed to ALADYN or from the performance of any of its other obligations under the Contract as a result of the lack of ALADYN to meet the estimated delivery dates and ALADYN will not be liable to the Client for the damages resulting from said non-compliance. Delivery terms shall be those specified in the ALADYN quote or other ALADYN agreement in writing, at the place designated by ALADYN, unless otherwise agreed in writing by the Parties. The title and risk of loss of the Products will pass to the Client after the completion of the delivery of the Products in the terms specified above.
Shipping; Risk of loss. Unless otherwise agreed in writing between the Parties, the method of packaging and shipping the Products must be done by industry standard means for the applicable products, as determined at the sole discretion of ALADYN. ALADYN will not be responsible for delays, breakages, losses or damages after having made the delivery to the carrier. All claims for loss or damage in transit must be made by the Customer directly to the carrier. No deductions of any kind will be made of the invoice amount. Unless otherwise specified in the Quotation, the standard transport packaging is included in the quoted price. When special shipping methods or packaging are requested, the Customer may be charged for additional expenses. Shipments of the Products will be considered accepted by the Client with the acceptance of the Quotation or agreed in the Purchase Order. Claims for incorrect materials or billing errors must be made by the Client within 24 hours of receipt of the shipment.
Limited Warranty. ALADYN warrants to the Customer, subject to the limitations of these Terms of Sale and the Contract, that the new Products will be free from defects in materials, and that the Products shall conform to the technical specifications stipulated in the Quotation or in the Purchase Order of the Client. The Client shall be solely responsible for processing any guarantee offered or made available to the Products by the manufacturer, in addition to the guarantees provided by ALADYN in this document. Unless otherwise agreed in writing between the Parties, the term of this limited warranty shall be that offered in the Quotation or, failing that, by the manufacturer of the product.
Warranty for damage or oxidation of the products. ALADYN will not be responsible for any damage and / or oxidation of the products as a result of deficiencies in the handling and / or storage and / or improper installation and / or use thereof by the Client and / or the material ( s) is subjected to atypical atmospheric conditions (condensation, corrosive alkalis, etc.).
Conditions for the Protection of Guarantee. ALADYN shall have the power to examine any claim by default or lack of conformity by the Client. The Parties will cooperate with each other to determine the cause of an alleged failure of the Products (and the related systems and components) and to agree on the respective solution plan. ALADYN may, at its discretion, examine and test all available products and systems and components that are subject to a related third party claim. The Client will provide ALADYN with written information related to non-compliance or problems related to the performance of ALADYN products in the customer's system, as the case may be. ALADYN and the Client will meet to review them in the time agreed between them or according to their needs. The Customer must make reasonable efforts to obtain warranty and service data from the product manufacturer, if applicable, and provide them to ALADYN.
Waiver of Guarantees. ALADYN's warranties will be voided if (i) the products have not been stored, installed, maintained or operated in accordance with accepted industrial practice or with any specific instruction provided by the manufacturer or ALADYN, (ii) the products have been subjected to any accident, incorrect application, environmental contaminants, corrosion, damage, inadequate ignition or shutdown, improper connection, abuse or misuse, (iii) the Customer has modified the product, (iv) the Customer has used or repaired products after the discovery of the defect, (v) the Customer refuses to allow ALADYN to examine the products and operational data to determine the nature of the defect claimed or (vi) the Client fails to comply with its obligations.
DISCLAIMERS OF ADDITIONAL WARRANTIES. EXCEPT FOR THE WARRANTIES SET FORTH IN CLAUSE 4 OF THESE TERMS OF SALE, ALADYN MAKES NO ADDITIONAL WARRANTY, WHETHER ORAL OR WRITTEN OR EXPRESS OR IMPLIED BY APPLICATION OF LAW, TRANSACTION, OPERATING PERFORMANCE, COMMERCIAL USE OR NOT, AND DISCLAIMS ANY IMPLIED WARRANTY AND / OR SIMILAR OBLIGATIONS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF TITLE OR WARRANTY AGAINST INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
Force Majeure and Fortuitous Case. ALADYN will not be responsible for the breach of the obligations stipulated in these Terms of Sale as a result of: (i) wars, social revolts, acts of sabotage or acts of terrorism; (ii) Natural disasters; (iii) Strikes, explosions, fires or the destruction of plants or any other type of installation; (iv) Boycotts, strikes, shortages or lack of raw materials, problems with fuel or electricity, supplies or lack of adequate transportation services; (v) The acts carried out by the authorities; or (vi) any other event of force majeure, with the scope provided in the applicable law and other applicable rules in the territory of the Republic of Venezuela.
LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY OF THE PARTIES BE LIABLE TO THE OTHER FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. UNDER NO CIRCUMSTANCES NONE OF THE PARTIES SHALL BE RESPONSIBLE TO THE OTHER FOR COMPENSATION, REIMBURSEMENT OR DAMAGES FOR THE LOSS OF PROFITS, EXPENSES, INVESTMENTS OR COMMITMENTS, WHETHER IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTAIN OF THE REPUTATION OF THE COMPANY OR THE BUSINESS , OR FOR LOSS OF DATA, COST OF CAPITAL OR CLAIMS BY ANY END USER OR THIRD PARTY, OR FOR ANY OTHER REASON.
Confidential information. The Client acknowledges that, in connection with the sale of the Products, the Customer has received or may receive from ALADYN information that is not public knowledge, including but not limited to specifications, samples, models, designs, plans, drawings, documents, data, business operations, customer lists, prices, discounts, whether disclosed orally, in written form or by any other means, and not necessarily identified as "confidential" in relation to this Agreement ("Confidential Information"), and that it is of considerable value property of ALADYN. Unless otherwise agreed by ALADYN in writing, no information or knowledge disclosed by the Client to ALADYN will be considered confidential.
Duty of Confidentiality. The Client is obliged to keep all the Confidential Information in a strictly confidential manner and not to disclose it to third parties or to give it a different use for the purposes of this. The Client will be responsible for any loss or damage of any Confidential Information, and will not be released from its confidentiality obligations unless: (i) Confidential Information becomes non-confidential information without any breach of this Agreement or (ii) ALADYN Release the Client of his obligations of confidentiality by means of written notification. Unless otherwise agreed, all technical documents developed by ALADYN and that will be provided to the Client as part of the obligations assumed under this Agreement, including the author's rights in it, will be the exclusive property of ALADYN and will always be treated. as confidential.
7. GENERAL PROVISIONS
Relationship Between the Parties. Client and ALADYN are independent contracting parties. Nothing stipulated in the Quotation or in the course of its performance, may grant either of the parties the power to create or assume an obligation in the name or in the name of the other Party, or shall be deemed to create the joint venture relationship, agency, association, association or labor between the parties.
In the event that any provision in the Quotation is declared null and void or inapplicable, the validity of any other provisions, as well as of everything set forth in the Quotation, will not be affected thereby.
Applicable Law and Jurisdiction. The terms and conditions agreed upon in the Quotation and all disputes between the parties arising from or related to it will be governed by the laws of the United States of America, with the understanding that the United Nations Convention on the International Sale of Goods will not apply . Any dispute or claim derived from it, will be resolved between the Parties through an alternative method of conflict resolution. If the parties do not agree on a satisfactory settlement within thirty (30) days, any dispute or controversy will be resolved definitively by the competent Court in the city of Miami, Miami Dade County, Florida. The Parties agree to waive any other applicable jurisdiction related to any present or future domicile or for any other reason in favor of said jurisdiction.
Certain special conditions apply, which will be expressed in a specific Quotation.
- Credit / Debit Cards
- Direct wire transfers to our bank account (bank information will be provided via email due to security reasons)
All our prices are in US Dollars.
Charges made to your credit or debit card will appear under the name of Aladyn Protection Systems, LLC.