These terms and conditions apply to the purchase of any Goods from Scottsdale Corporation. By accessing our website and placing an order you agree to be bound by the terms and conditions set out below. Please read these terms and conditions carefully before placing your order with Scottsdale Corporation.
Scottsdale Corporation, at its discretion, may amend these terms and conditions from time to time and therefore it is important you read these terms and conditions each time you make an order.
TERMS AND CONDITIONS
This agreement is executed by and between SCOTTSDALE CORPORATION, a corporation duly established under the laws of the Republic of the Philippines, with office at No.1 Sta. Escolastica St. Barangay 13, Pasay City, Fourth District, Philippines (the “Seller”) any person or legal entity who wishes to purchase Goods from the Seller (the "Buyer").
WHEREAS, the Seller is a supplier of flood protection products and the Buyer is any person who wishes to purchase the Goods from the Seller upon the terms and conditions set out below.
NOW, THEREFORE, parties hereby agree as follows:
In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:-
“Buyer” means any person who purchases or acquires ownership of any of the Flood Protection Goods including consumers, resellers, merchants, traders and distributors;
"Buyer’s Order" means the order submitted by the Buyer for the purchase of Goods from the Seller;
“Confirmation” means the acknowledgment email sent by the Seller to the Buyer detailing the quantity and description of the Goods the Buyer has ordered;
"Contract” refers to any contract between the Buyer and the Seller for the sale and purchase of the Goods which shall at all time incorporate or be deemed to incorporate these terms and conditions, whether completed electronically through the Seller Website or via other means;
“Delivery Point” means the address the Buyer has indicated to the Seller that the Buyer’s Order to be delivered to;
“Flood Protection Goods” means the Dam Easy Flood Barrier product;
means any of the Seller’s flood protection products available for purchase to the Buyer (including any part or parts of them);
"Intellectual Property Rights means ideas, discoveries, trade secrets, rights in know-how or business method (whether patented or not and whether or not they are capable of being patented), patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
"Terms" means these terms and conditions; and
"Seller’s Website"means the Scottsdale Corporation website being www.dameasyph.com or any other web address the Seller may from time to time use.
2. APPLICATION OF THESE TERMS
Buyer’s Orders. Every Buyer’s Order submitted is an acknowledgment by the Buyer that the Buyer has legal capacity to purchase, that the Buyer accepts these terms, that the Buyer has entered a contract with the Seller in relation to these Terms, that these Terms constitute the entire agreement between the Buyer and the Seller. The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
Seller Confirmation. Each order or acceptance of a quotation for Goods by the Buyer from the Seller shall be deemed to be an offer by the Buyer to buy Goods subject to these Terms. No order placed by the Buyer shall be deemed to be accepted by the Seller until a Confirmation is sent by the Seller or (if earlier) the Seller delivers the Goods to the Buyer. Any quotation is given on the basis that no legally binding contract shall come into existence until the Seller dispatches a Confirmation to the Buyer. The quantity and description of the Buyer’s Order shall be as set out in the Confirmation.
All samples, drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller's catalogues or brochures or published on the Seller’s Website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
The Seller may make changes to the specifications of the Goods in such specifications where the changes to the specifications do not materially affect the quality or performance of the Goods and are required in order to ensure that the Goods conform with any applicable statutory requirements.
Price. Unless otherwise agreed by the Seller in writing, the price for the Goods shall be the price set out on the Seller's Website. The Seller reserves the right to amend or to correct any price errors at any time. Prices are liable to change at any time but price changes will not affect orders in respect of which the Seller has sent a Confirmation.
The price for the Goods shall be inclusive of any value added tax (where applicable) and all costs or charges in relation to delivery costs.
Full Payment. All payments must be made in full prior to delivery, including any applicable delivery or handling charges. The Buyer shall make all payments due under the Buyer’s Order in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer. No payment shall be deemed to have been received until the Seller has received cleared funds.
Debit and Credit Cards. When the Buyer makes an order online the Buyer authorizes the Seller to debit the credit, debit or other card the Buyer specifies on the Buyer’s Order for the amount detailed in the Confirmation.
Delivery Point. Unless otherwise agreed in writing by the Seller, delivery of the Goods shall take place at the Delivery Point. The Buyer shall take delivery of the Goods immediately upon the delivery by the Seller of the Goods to the Delivery Point. Where a Buyer’s Order contains more than one item all items will be delivered at the same time or as soon as practicable thereafter once all items are available.
Delivery Schedule. Any dates specified by the Seller for delivery of the Goods are intended to be an estimate and time for delivery shall not be deemed to be made of the essence. If no dates are so specified, delivery shall be within a reasonable time from the date of receipt of the Confirmation. The Seller ships the Goods Monday to Friday and accordingly time in transit is only Monday to Friday and excludes public holidays.
Delays. Subject to the other provisions of these conditions the Seller shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Seller's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract.
Failure to Accept Goods. If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Seller is unable to deliver the Goods on time because the Delivery Point is not accessible or the Buyer has not provided appropriate instructions, documents, licenses or authorizations: risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Seller's negligence); the Goods shall be deemed to have been delivered; and the Seller may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance costs).
Transfer of Ownership. Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Seller from the Buyer on any account.
Authority. The Buyer grants the Seller, its agent and employees an irrevocable license to enter any premises at any time where the Buyer’s right to possession of the Goods has terminated.
5. INTELLECTUAL PROPERTY RIGHTS
The Seller shall retain the sole and exclusive right, title and interest to all Intellectual Property Rights in the Goods. The Buyer acknowledges that these Terms do not transfer any of the Seller’s Intellectual Property Rights to the Buyer and that it has no right to use, re-use, license, reverse engineer or commercially exploit in any way the Seller’s Goods or Intellectual Property Rights.
Notice of Non-Delivery. The Seller shall not be liable for any non-delivery of Goods (even if caused by the Seller's negligence) unless the Buyer gives written notice to the Seller of the non-delivery within fourteen (14) days of the date when the Goods would in the ordinary course of events have been received. Any liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
The quantity of any consignment of Goods as recorded by the Seller on dispatch from the Seller's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
General. The Seller warrants that (subject to the other provisions of these conditions) on delivery, that the Goods shall be of merchantable quality, correspond with their relevant description, and be of satisfactory quality and fit for the purpose for which they are sold. The Seller does not make any other warranties or representations about the Goods.
Manufacturer’s Warranty. The Seller warrants that it will replace any Flood Barrier or Flood Protection Goods found to be defective for a period of one (1) year following its delivery provided that its purchase has been registered on the Seller’s Website and the Buyer complies with the provisions of this section. After such replacement, Seller shall have no further liability for a breach of any of the other warranties in respect of such Goods.
Void. The Seller shall not be liable for a breach of any of the warranties unless the Buyer gives written notice of the defect to the Seller within seven (7) days of the time when the Buyer discovers or ought to have discovered the defect.
If the Buyer makes any further use of such Goods after giving such notice, or the defect arises because the Buyer failed to follow the Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods, or the Buyer alters or repairs such Goods without the written consent of the Seller, or the defect arises as a result of fair wear and tear or the willful damage or negligence of the Buyer; or in the case of the Flood Barrier if the safety seal has been damaged after installation.
If any of the Goods do not conform with any of the warranties, the Seller shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata rate provided that, if the Seller so requests, the Buyer shall return the Goods or the part of such Goods which is defective to the Seller.
8. REFUND AND RETURNS
Goods returned for repair will be assessed and/or repaired within a reasonable time frame. The Buyer shall be provided with an indicative repair time. These times may vary due to reasons beyond the Seller’s control (e.g part availability or incorrect fault description). The Buyer may be required to pay labor, assessment /or delivery fees if the Goods returned for repair are determined to have been damaged by misuse or accident.
Limitation of Liability. Save in the case of death or personal injury caused by the Seller’s negligence or where the Seller has acted fraudulently, the Seller’s liability to the Buyer for any direct damages suffered by the Buyer will never exceed the amount the Buyer paid for the Goods.
In no event shall the Seller its directors, employees, shareholders, agents or subcontractors be liable to the Buyer for indirect, incidental, consequential, special or exemplary damages.
The Seller accepts no responsibility for any loss or damage caused by the Seller or the Seller’s employees, agents or subcontractors where such loss is not a foreseeable result and the Seller as at the time that the Buyer submits its order or of a breach of the relevant legal duty by the Seller or related to loss or damage to premises or property unless caused by the Seller’s gross negligence or willful misconduct;
No Liability. The Seller shall not be liable for any damage caused by the failure of the Buyer or any of its agents to properly install the Flood Protection Goods, including without limitation:-
i. the failure to properly seal any doorway or opening to which the Flood Protection Goods is/are affixed;
ii. the failure of the Buyer or its agents to properly assess their house, home, building or premises to establish all possible or likely points of entry for water ingress;
iii. the failure of the Buyer or its agents to properly test the inflatable seal forming part of the Product; or
iv. the failure of the Buyer or its agents to properly and fully inflate the inflatable seal.
10. SHIPPING POLICY/FORCE MAJEURE
The Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental actions, volcanic eruption, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 7 days, the Buyer shall be entitled to give notice in writing to the Seller to terminate the Contract.
The Buyer shall not be entitled to any refund on shipping costs as a result of any delay provided for in previous section.
Severability. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
No Waiver. Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. Any waiver by the Seller of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
Communication. All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax to Seller’s registered office or such changed address as shall be notified to the Buyer by the Seller; or to the address of the Buyer set out in any document which forms part of the Buyer’s Order.
Governing law. The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by Philippine Law and the parties submit to the exclusive jurisdiction of the Courts of Makati City.