Terms and Conditions
All sales are subject to the following terms and conditions, which are defined and addressed below:
Prices: all prices are subject to change without notice to customer. All orders will be billed at the prices prevailing at the time the order is placed. Customers must notify migdalia in writing within 30 days after receipt of the subject invoice of any price disputes. If customer fails to notify migdalia within such that 30-day period, any and all claims or controversies brought by customer and relating to such price dispute shall be deemed time barred and waived.
Orders: all orders are subject to acceptance by migdalia. Migdalia, in its sole discretion, shall determine the channels of distribution of its products. Migdalia reserves all of its right to refuse to supply product to customers and certain customer locations. Only those customer internet sites authorized in writing by migdalia may sell and advertise migdalia products. Migdalia also reserves all rights to prohibit migdalia products from being advertised and or sold via the internet. Migdalia may immediately terminate the account of any customer or customer internet site selling migdalia products without written authorization, and may bring any legal or other action for breach of these terms and conditions. All sales of close-outs, irregulars, seconds or b-grade products are final and cannot be returned. All back orders will be shipped f.o.b. shipping point. No customer deductions are permited for freight, parcel post, charges, or like charges.
Terms of payment: payment for ordered goods is due and payable pursuant to the time period specified in the applicable invoice and these terms and conditions. A service charge of 1½ % per month or the maximum permitted by law will be charged on all payments for goods not received within the number of days specified on the invoice. Customer shall be responsible for all costs, expenses, collections agency commissions, and reasonable attorneys fees that migdalia may incur in the collection of any past due invoices. Migdalia, in its sole discretion, may terminate customer’s account at any time should customer breach any of the terms and conditions contained herein.
Restrictions on sale: customer is prohibited from selling migdalia products other than through a migdalia approved channel of distribution. Violation of this condition may result in immediate termination of customer’s account.
Cancellations: all requests to cancel orders must be submitted in writing to migdalia management at least 45 days before the start ship date and must be approved by migdalia in writing. Cancellations may affect volume discounts and may be subject to processing fees. Special or custom orders or special make up (collectively, “smu“) product orders may not be cancelled. Migdalia will not accept returns for unapproved cancellations.
No transhipping: unauthorized transshipment or resale of any migdalia merchandise to any person other than the end consumer is strictly prohibited, may result in the cancellation of existing orders, the termination of customer’s business relationship with migdalia, and/or legal action for, including but not limited to, breach of these terms and conditions.
Claims: customer must report all merchandise shortages, overages, or damages to the migdalia customer service department within 7 days of merchandise receipt. To report shortages, overages, or damages, customer must provide migdalia with an invoice number or order number, as well as a list of products at issue, itemized by product code, size and quantity.
Return policy: all returns are subject to re-stocking charges of not less than 20%, must be requested within 7 days of merchandise receipt, and must be pre-approved in writing by migdalia customer service. If approval is obtained, customer must notify migdalia customer service of its intent to return authorized product. All return requests must be accompanied by an order number or invoice number, the return authorization number (ra #) and label, both of which must be attached to the carton or other packaging containing the returned product. Customer is responsible for all freight and shipping charges on items returned that are not the result of migdalia error. All products must be returned in the same condition in which received. Upon receipt and inspection of returned product, a credit will be issued in the amount equal to the invoice price of such returned product, less any applicable discount. If no invoice number is provided, migdalia will issue customer a credit based on the then current product pricing. No returns of smu product will be approved by migdalia. In addition, no returns of relabeled, printed, embroided, decorated or washed garmets will be approved by migdalia.
Defective merchandise: all defective merchandise must be reported to migdalia customer service department within 7 days of merchandise receipt. Defective merchandise refunds will be handled on a case-by-case basis, at migdalia’s sole discretion.
Product warranty: migdalia does not make, and hereby disclaims, any and all warranties, express or implied, including without limitation any warranties of merchantability or fitness for a particular purpose.
Limitation of liability: in no event shall migdalia be liable to the customer for any loss of profit, interruption of business, or any special, indirect, consequential or incidental damages arising in contract (including breach of warranty), in tort (including strict liability or negligence) or otherwise, even if migdalia has been notified or otherwise made aware of the possibility of such damages.
Fair labor standards act: migdalia hereby certifies that the merchandise covered by any migdalia invoice was manufactured in compliance with the requirements of the fair labor standards act of 1938, as amended.
Force majeure: migdalia shall not be liable for any failure or delay in delivery or in its performance under these terms and conditions or otherwise due to any cause beyond migdalia reasonable control, including, without limitation, any act of war or civil insurrection, national emergencies, acts of god, fire, explosion, storm, earthquake, flood, embargo, riot, sabotage, industry-wide strikes, lockouts, labor difficulties, supplier failures, unavailability or shortages of materials, or governmental acts (collectively, “force majeure“). Where any product scheduled for delivery becomes unavailable as a result of a force majeure event, migdalia may, at its sole discretion, substitute such product with a comparable product.
Governing law; venue: these terms and conditions shall be deemed to have been entered into in the state of florida and shall in all respects be interpreted, enforced and governed under the internal laws of the state of florida without regard to principles of conflicts of law that would apply any other state law. Customer hereby agrees and irrevocably consents to submit to the exclusive jurisdiction and venue of the courts of the state of florida and of the united states of america located in the state of florida, for any and all claims arising from or related to these termes and conditions. Each party hereby waives their right to a jury trial in any such controversy. Any action by customer for breach of contract must be commenced within one year from the merchandise ship date.
General: all purchases and sales of migdalia’s products to customer shall be made solely on these terms and conditions. These terms and conditions shall be applicable in full to all such purchases and sales. All terms and conditions contained in any purchase order or similar order form from customer are hereby rejected by migdalia in all respects. Any modification, supplement, or amendment of these terms and conditions shall be made in writing by migdalia authorized management representative only. Any term or provision of these terms and conditions that is invalid or unenforceable in any situation shall not affect the validity or enforceability of the remaining terms and conditions or the validity or enforceability of the offending term or condition in any other situation. Acceptance of these terms and conditions shall be confirmed by electronic signature copy by pdf, jpeg file or comparable format or by facsmilie, and any such electronic signature copy shall constitute an original for all purposes. These terms and conditions and migdalia’s invoice contain the entire agreement between migdalia and customer, and supersedes all previous contracts or agreements between migdalia and customer. Customer agrees that migdalia is not bound by any representation, promise, condition, inducement or warranty, express or implied, not included above.