SALES TERMS AND CONDITIONS

All sales made by Dynamic Diamond Tooling ("DDT") to its customers (“Purchaser”) are subject to these terms and conditions. Purchaser's acceptance of these terms and conditions shall be made by either (i) Purchaser providing a purchase order number to DDT or (ii) Purchaser’s acceptance of any Product from DDT, whichever occurs first. These terms and conditions shall apply to sales of all products described in DDT’s current product brochure and retail price list including special order product. The term “Special Order Product” as used herein shall mean products that are not listed in DDT’s current product brochure and retail price list, not normally carried in inventory or have been configured to Purchaser’s specifications.

DDT accepts the following methods of payment:

methods of payment


1. PRICE

All prices are subject to change without notice and will be established at time of order acceptance by DDT. Order acceptance and sale by DDT occurs at time of shipment. Prices in our retail price list do not include shipping.


2. RETURNED CHECKS and CREDIT CARD CHARGE BACKS

All Returned Checks and Credit Card charge backs for non sufficient funds, stop payments or charge back will incur a $25.00 fee for each transaction.


3. SHIPMENT AND DELIVERY

All shipping is FOB Orlando, Florida unless indicated otherwise. Once a product shipment has left DDT premises, title and risk of loss or damage will transfer to Purchaser upon DDT tendering the Product for delivery to the carrier. If there is damage, a claim should be filed directly with the shipping company. DDT will ship Products using DDT’s carrier of choice in accordance with DDT’s shipping policies at the time of shipment. Additional fees and charges may also apply.


4. TAXES

Any tax, assessment, duty, custom or other fee of any nature imposed upon the products, their sale, transportation, delivery, use or consumption shall be paid by Purchaser in addition to the price quoted or invoiced. If DDT is required to prepay any such tax or fee, Purchaser will reimburse DDT. Purchaser must provide DDT prior to shipment with a resale/exemption certificate in order to avoid the withholding of applicable taxes. DDT will make no refund or adjustment to previously charged taxes ten (10) days after the invoice date. Proof of certification should be mailed to: Dynamic Diamond Tooling, 1924 Silver Star Road, Orlando FL 32804.


5. CREDIT AND PAYMENT TERMS

Payment terms are net 30 days from date of invoice. Purchaser shall furnish to DDT all financial information reasonably requested by DDT from time to time for the purpose of establishing or continuing Purchaser’s credit limit. Purchaser agrees that DDT shall have the right to decline to extend credit to Purchaser and to require that the applicable purchase price be paid prior to shipment. Purchaser shall promptly notify DDT of all changes to Purchaser’s name, address, or of the sale of substantially all of its assets. DDT shall have the right from time to time, without notice, to change or revoke Purchaser’s credit limit on the basis of changes in DDT’s credit policies or Purchaser’s financial condition and/or payment record. Purchaser shall not deduct any amounts owing from any DDT invoice without DDT’s express written approval, which approval shall be contingent upon Purchaser providing all supporting documentation for such deduction as required by DDT. Purchaser’s obligation to pay outstanding invoices and all other amounts is absolute and unconditional and is not subject to any abatement, reduction, set-off, defense, counterclaim, interruption, deferment or recoupment for any reason whatsoever. A service charge of the lesser of one and one-half percent (1 1/2%) per month or the maximum amount allowed by law will be charged on all past due balances commencing on the date payment is due until paid. Credit cards (American Express, MasterCard, VISA and Discover Card) will only be accepted at the time of order. Payment by money orders or travelers check will be allowed only if the money order or travelers check is made out in the exact amount of the invoice. DDT retains (and Purchaser grants to DDT by submitting a purchase order) a security interest in the Products to secure payment in full, and Purchaser agrees to execute any additional documents necessary to perfect such security interest. If Purchaser fails to make timely payment of any amount invoiced hereunder, DDT shall have the right, in addition to any and all other rights and remedies available to DDT at law or in equity, to immediately revoke any or all credit extended, to delay or cancel future deliveries. Purchaser shall pay all costs of collection including reasonable attorneys’ fees. Any obligation of DDT under these terms and conditions to deliver Products on credit terms shall terminate without notice if Purchaser files a voluntary petition under a bankruptcy statute, or makes an assignment for the benefit of creditors, or if an involuntary petition under a bankruptcy statute is filed against Purchaser, or if a receiver or trustee is appointed to take possession of the assets of Purchaser.
Any disputed amounts should be reported immediately and remitted with the undisputed amount by the payment due date. If DDT agrees with the billing dispute, DDT will credit Purchaser the amount of the agreed-upon billing dispute. All billing disputes must be made within ten (10) days of the applicable invoice date or it will be deemed to be waived.


6. WARRANTY

DDT makes no warranties whatsoever. DDT’s sole obligation (and Purchaser’s sole remedy) in the event of breach of any warranty shall be the repair or replacement of defective Products. IN NO EVENT SHALL DDT BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES OR DAMAGES OF ANY KIND OR NATURE ALLEGED TO HAVE RESULTED FROM ANY BREACH OF WARRANTY. DDT DOES NOT WARRANT THE MERCHANTABILITY OF THE PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE. DDT MAKES NO WARRANTY, EXPRESS OR IMPLIED, OTHER THAN THOSE SPECIFICALLY SET FORTH HEREIN.


7. PRODUCT RETURNS

A. Returned Goods Policy: Product returns are subject to the following conditions:

  1. All returns are subject to the prior authorization of DDT, in its discretion. Purchaser must notify Customer Support at (407) 298-7050 and obtain a valid Return Merchandise Authorization (“RMA”) number from DDT for all returns. The Return Merchandise Authorization (“RMA”) number requires product description, lot numbers if applicable, quantities and a specific reason for return. Customer Support will either authorize or deny the request for return. Only items appearing on an approved RMA are acceptable for return. Purchaser is responsible for ensuring that the RMA number is clearly visible on the address label of the Product packaging when it is returned to DDT. DDT will refuse delivery of any boxes without a valid, clearly visible RMA number as noted above. Product returns will not be accepted from third party return companies. All authorized returned goods must be shipped freight prepaid to the DDT location indicated on the Return document, except DDT will pay freight costs for Product shipped-in-error.
  2. No returned Products will be accepted for return after fourteen (14) days from the date of delivery. Purchaser must allow for in-transit time for Products to be returned to DDT, as DDT must physically receive Products within the fourteen (14) calendar days. If in the event and at our discretion, we choose to accept a return after fourteen (14) calendar days, a 25% restocking fee will result.
  3. Subject to paragraph II above, credit will be issued at the net purchase price for all authorized returns provided: a) Products are in their original packaging. b) Products are current inventory items. c) The Products have been shipped and billed to Purchaser by DDT, and Purchaser has paid or has been invoiced for said Products
  4. Certain Products are not eligible for return. These are: a) Products that have deteriorated because of improper storage, handling, abuse or other factors. b) Products that have been opened, partly used or which the labels or seals have been removed or tampered. c) Products that have been involved in a special promotion sale. d) Broken, damaged or opened cases. Resealed cartons are not eligible for return. (i.e. Special products made to Purchaser's specification).

B. Defective Product Returns - Defective returns are only for Products purchased from DDT that are inoperable or do not function in accordance with the specifications published by DDT. All defective returns are subject to more restrictive DDT policies. Purchaser may request an RMA for the return of defective Products, excluding Special Order Products, within fourteen (14) calendar days of invoice date. Upon receipt of the defective Product for which the RMA was issued, DDT may test the Products and may return to Purchaser, at Purchaser’s expense, any Products found not to be defective. Upon verification that the returned Product is defective, DDT may, at DDT’s sole discretion, either (i) ship Purchaser a replacement Product, or (ii) provide Purchaser a credit equal to the lesser of the Product’s invoice price or current replacement value less any applicable charges or fees. DDT shall not be obligated to repair, replace, or issue credit to Purchaser for Products rendered defective, in whole or in part, by causes external to the Products, including, but not limited to, catastrophe, power failure, overvoltage, environment extremes, improper use, maintenance or application of the Products or use of unauthorized parts. Purchaser shall bear all risks of loss when returning defective Products.


C. Damaged Product Returns - Damaged Product returns are only for Products purchased from DDT and shipped via DDT’s carrier of choice that are damaged in transit from DDT to the Purchaser. Purchaser shall refuse any Product delivered in damaged condition. If the Product is received in damaged condition, Purchaser shall notify DDT and request an RMA within five (5) business days of receipt of such Product. Failure to notify DDT and request an RMA within such time shall be deemed an acceptance of the Product as of the date of shipment.


8. LIMITATION OF LIABILITY

DDT SHALL NOT BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR ANY LOSS, DAMAGE, OR INJURY THAT RESULTS FROM THE USE OR APPLICATION BY PURCHASER OR ANY OTHER PARTY, OF PRODUCTS DELIVERED TO PURCHASER, UNLESS THE LOSS OR DAMAGE RESULTS DIRECTLY FROM THE INTENTIONALLY TORTIOUS OR FRAUDULENT ACTS OR OMISSIONS OF DDT. IN NO EVENT SHALL DDT BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, OR ANY AGREEMENT INTO WHICH THEY ARE INCORPORATED, OR ANY PERFORMANCE OR NONPERFORMANCE UNDER THESE TERMS AND CONDITIONS BY DDT, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS, IN EXCESS OF THE NET PURCHASE PRICE OF THE PRODUCTS OR SERVICES ACTUALLY DELIVERED TO AND PAID FOR BY PURCHASER HEREUNDER. IN NO EVENT SHALL DDT BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF GOOD WILL, LOSS OF ANTICIPATED PROFITS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH DDT'S BREACH OF, OR FAILURE TO PERFORM IN ACCORDANCE WITH ANY OF THESE TERMS AND CONDITIONS, OR THE FURNISHING, INSTALLATION, SERVICING, USE OR PERFORMANCE OF ANY PRODUCTS OR INFORMATION DDT SHALL PROVIDE HEREUNDER, EVEN IF NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY OF SUCH DAMAGES. PURCHASER HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS FOR SUCH DAMAGES.


9. RELATIONSHIP OF THE PARTIES

Purchaser will not have, and will not represent that it has, any power, right or authority to bind DDT, or to assume or create any obligation or responsibility, express, implied or by appearances, on behalf of DDT or in DDT’s name, except as herein expressly provided. Nothing stated in these terms and conditions will be construed as constituting Purchaser and DDT as partners or as creating the relationships of employer/employee, franchisor/franchisee, or principal/agent between the parties. Purchaser will make no warranty, guarantee or representation, whether written or oral, on DDT’s behalf.


10. CHOICE OF LAW/CHOICE OF FORUM

These terms and conditions (and any agreement into which they are incorporated) shall be construed, interpreted and enforced under and in accordance with the internal laws of the State of Florida, excluding its conflicts or choice of law rule or principles which might refer to the law of another jurisdiction. Purchaser agrees to exercise any right or remedy in connection with these terms and conditions exclusively in, and hereby submits to the jurisdiction of the State of Florida, Courts of Orange County, Florida, or the United States District Court at Orlando, Florida. The state and federal courts situated in Orange County, Florida will have non-exclusive jurisdiction and venue over any dispute or controversy that arises out of these terms and conditions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms and conditions.


11. NOTICES

All notices, requests, demands, and other communications that either party may desire to give the other party must be in writing and may be given by (i) personal delivery to an officer of the party, (ii) mailing the same by registered or certified mail, return receipt requested, or via nationally recognized courier services to the party at the address of such party as set forth herein, at the official corporate address of such party, or such other address as the parties may hereinafter designate, or (iii) facsimile subsequently to be confirmed in writing pursuant to item (ii) above. Notices to DDT shall be sent to: Dynamic Diamond Tooling, 1924 Silver Star Road, Orlando FL 32804.


12. BINDING EFFECT/ASSIGNMENT

These terms and conditions shall be binding upon and shall inure to the benefit of the parties hereto and their respective representatives, successors and permitted assigns. Neither party may assign its rights and/or duties under these terms and conditions without the prior written consent of the other party given at the other party’s sole option. Any such attempted assignment shall be void.


13. GENERAL

These terms and conditions, as published on DDT’s Web site located at www.DynamicDiamondTooling.com at the time of sale, are the official terms and conditions of sale between DDT and Purchaser and may be amended from time to time without notice at DDT's sole discretion.


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