Terms & Conditions of Sale
DEAR USER, PLEASE CAREFULLY REVIEW THE BELOW AGREEMENT PRIOR TO PURCHASING THE PRODUCT(S) AND/OR SERVICE(S) FROM SPONDOOLIES LTD. AND/OR MAKING ANY TRANSACTION THROUGH THIS WEBSITE.
This is a legal agreement (the "Agreement") between you, a user or purchaser of the Product (defined below) and/or service(s) (the "Purchaser", "End-User" or "You"), and Spondoolies Ltd. ("Spondoolies") regarding the purchased or ordered product (the “Product”) and/or service(s). Purchaser is deemed to accept these terms upon Purchaser's (or his/her/its representative’s): (i) placing an order for purchase of the Product(s) and/or service(s), or (ii) clicking an acceptance button or checking an acceptance box online or similar act of acceptance; whichever occurs first.
- Standards Terms And Conditions Of Sale Of The Product and/or Service(s)
This Agreement shall apply to all sales and deliveries of the Product(s) and/or service(s) from Spondoolies to You, as Purchaser. The terms and conditions of sale together with the order and the order confirmation (if any) are jointly referred to as the “Sales Agreement”.
- Orders; Order Confirmation. Upon Spondoolies' receipt of Your order and acceptance of the Payment (defined below), the order will be confirmed in accordance with Spondoolies' internal procedures and shall be considered final (the "Order Confirmation"). For avoidance of doubt, Spondoolies will not review and/or confirm any order and/or be bound by this Sales Agreement, without first confirming the remittance of the full Payment (defined below) owed from You. You further acknowledge and accept that such Order Confirmation may be sent via e-mail or by any other mean, as Spondoolies may deem fit. In addition, You also acknowledge and confirm that neither the order, nor the Payment, is cancellable and the Product(s) and/or service(s) ordered or Payments made are not returnable by the Purchaser, save for as specified in this Sales Agreement or at Spondoolies’ sole and absolute discretion on rare occasions.
- Prices; Terms of Payment. The Product(s) and/or service(s) are sold at the prices prevailing on the day of order according to Spondoolies' price list at that time. Applicable prices do not include taxes, import duties, customs or other applicable costs (such as freight and delivery) levied in connection with the purchase of the Product(s) and/or service(s), which are all to be borne by the Purchaser. Payments are due in the amounts, in the currency, and at the time stated in the Order Confirmation, or if not so stated, due immediately in United Stated Dollars or Euros, wired to the bank account to be designated by Spondoolies (the "Payment"). Bitcoin may be accepted via Spondoolies' choice of a Bitcoin payment processor, at a conversion rate and Bitcoin amount quoted to You in writing by Spondoolies, and such conversion rate and Bitcoin amount quote is good only for immediate Bitcoin transfers, and Spondoolies may, at its sole and absolute discretion, not accept payments that are not made immediately. When paying in Bitcoin, additional transfer charges, linked to the payment processor may be added to the Payment. You must acknowledge that costs for freight may be charged separately and Spondoolies may, in such case, require additional payments to be made as a condition for delivering the Product(s) and/or service(s).
- Delivery; Shipment. Delivery dates communicated or acknowledged by Spondoolies in the Order Confirmation are approximate only as delivery services are provided by third parties delivery companies, and are also dependent upon supply chain interruptions and stoppages, development delays, and other factors. Therefore, Purchaser shall not rely upon, and Spondoolies shall not be liable under whatsoever circumstances for any other estimation statement of expectation when delivery will occur. (b) Title to Product(s) passes from Spondoolies to the Purchaser upon shipment or collection. Product is delivered to the Purchaser CIP (Carriage and Insurance Paid) in accordance with INCOTERMS 2010. Taxes are additional unless otherwise expressly indicated in the Order Confirmation. Loss or damage that occurs during shipping by a carrier is Your responsibility.
- Undeliverable Products. In the event that a shipment is returned to Spondoolies after categorized by the delivery company as undeliverable (due to incorrect address or address format that was filled in or provided by You during the Order process, failed delivery attempts, etc.) Spondoolies will re-dispatch Your Order (at Your expense). Thus, it is highly important that you verify that all information provided by You is correct and updated.
- Delivery of Damaged Products. You must notify Spondoolies within fourteen (14) days of the date of receipt of Product if you believe that any part of Your purchased Product is missing or wrong or damaged; (c) Dead On Arrival (DOA) – Product(s) and/or service(s) received by you which are dead on arrival (“DOA”) are defined as Products that fail to function substantially in accordance with published specifications due to defects in manufacturing or materials during the first fourteen (14) days from the date of their Delivery (the “DOA Period”). Proof of purchase of the DOA Product satisfactory to Spondoolies will be required. In the event a Product is DOA, You are required to do the following: (i) notify Spondoolies within the DOA Period that the Product is DOA (including a description of the circumstances thereof); (ii) return the DOA Product to Spondoolies within thirty (30) days of reporting the DOA; (iii) deliver to Spondoolies within the DOA Period proof acceptable to Spondoolies indicating that the Product is DOA; (iv) provide Spondoolies with all documentation and information that Spondoolies requests; and (v) follow Spondoolies’ standard DOA return procedure by obtaining a return merchandise authorization ("RMA") directly from Spondoolies. Subject to Your satisfaction of these requirements, Spondoolies shall have the following obligations with respect to DOA Products: (1) upon receipt of notification from You of the DOA Product, Spondoolies will attempt to remotely validate the failure of the Product; (2) upon validation of the DOA, an RMA number will be created, and you will be required to ship the DOA product back to Spondoolies offices within thirty (30) days, at Spondoolies expenses; (3) upon receipt of the DOA Product, and based on availability Spondoolies will endeavor to ship the replacement Product from Spondoolies’ headquarters within three business days following validation that the Product is DOA. Spondoolies or manufacturer will subject the DOA Product to hands-on diagnostic confirmation of the failure by technical support engineers. If Spondoolies determines that the Product is not DOA, You may be charged the shipment costs of the DOA product and the replacement product; (d) The Products will be delivered to the delivery address specified by the Purchaser in the Order. (e) The Purchaser is not entitled to refuse acceptance of the Products or make claims for compensation due to any delayed delivery; and (f) Spondoolies may need to charge the Purchaser with a further handling fee for each incorrect or incomplete delivery information provided by the Purchaser.
- Rights in Product and Intellectual Property. All intellectual property rights covering the Product(s) including without limitation any and all documentation or data included in, with or comprising the Product(s) and/or service(s), and all ownership rights in and to such intellectual property rights, documentation and data, shall remain solely and exclusively with Spondoolies or its third party suppliers, whether or not it was developed specifically for the Purchaser. Payment by the Purchaser of non-recurring charges, as may be made to Spondoolies for special design, engineering or production materials required for Spondoolies’ performance on orders deviating from Spondoolies’ Product line and/or service(s), shall not convey title to either the design or special materials, but title shall remain in Spondoolies. Except for licenses explicitly identified in Spondoolies’ Order Confirmation, no rights or licenses are granted, or implied by estoppel or otherwise, under any intellectual property rights of Spondoolies or its Affiliates or any intellectual property residing in the Product(s) and/or service(s), including documentation or any data furnished by Spondoolies, except for the license under Spondoolies’ intellectual property rights to operate the Product delivered by Spondoolies to the Purchaser for their ordinary function, and subject to the provisions set forth herein. Notwithstanding anything to the contrary herein, these terms shall not be construed as conferring any license, right or immunity, either directly or by implication, estoppel or otherwise to the Purchaser or any third party: (a) with respect to any trademark, trade or brand name, a corporate name of Spondoolies or its Affiliate(s), or any other name or mark, or contraction abbreviation or simulation thereof; (b) covering a standard set by a standard setting body or agreed to between at least two companies; or (c) if Spondoolies has informed the Purchaser or has published (in a datasheet concerning the Product or elsewhere) a statement that a separate license is needed or useful. The absence of such a statement in a given version of the datasheet is of no consequence whatsoever if a subsequent version of the datasheet does contain such a statement. Notwithstanding anything to the contrary herein, these terms shall not be construed as obligating Spondoolies or its Affiliate(s) to furnish any manufacturing or technical information.
- Not for Resale or Export. You hereby agree not to allow the Product to be used in any country except in compliance with applicable export laws and regulations and represent that You are purchasing the Product for Your own internal use only, and not for resale or export
- Any additional charges for customs clearance must be borne by You; Spondoolies has no control over these charges and cannot predict what they may be. Customs policies vary widely from country to country, so You should contact your local customs office for further information. Additionally, please note that when ordering from Spondoolies, You are considered the importer of record and must comply with all laws and regulations of the country in which You are receiving the goods. Your privacy is important to Spondoolies and Spondoolies would like its international customers and customers dispatching products internationally to be aware that cross-border deliveries are subject to opening and inspection by customs authorities.
- Spondoolies reserves the right to terminate and rescind a confirmed Order, or the entire Sales Agreement, immediately in the event the Purchaser breaches any of the terms and provision of this Sales Agreement and fails to rectify such breach within seven (7) calendar days from receipt of Spondoolies' notification to the Purchaser of the breach. Spondoolies reserves the right to immediately terminate and rescind a confirmed Order, or the entire Sales Agreement, in the event that the Purchaser suspends its schedules payments.
- Limited Warranty and Disclaimer. Spondoolies warrants that the Product will perform substantially in accordance with the published specifications (subject to customary industry standard deviations thereof) for a period of one hundred and eighty (180) days from the date of delivery of the Product CIP (Carriage and Insurance Paid) , unless otherwise set forth in the Order Confirmation rendered by Spondoolies to the Purchaser. Spondoolies’ limited warranty herein is nontransferable and is limited to the Purchaser. The foregoing warranty applies only to failures in operation of the Product that are reproducible in standalone form and does not apply to (i) Software and/or Hardware that are modified or altered by the Purchaser or any third party; (ii) if the defect is caused by faulty maintenance, installation or set-up, by alterations undertaken without Spondoolies’ consent or by faulty repairs; or (iii) Product that is otherwise operated in violation of this Sales Agreement or other than in accordance with the Documentation (defined below). Spondoolies' entire liability and the Purchaser’s exclusive remedy for a breach of the preceding limited warranties shall be a fix, patch, work-around, or replacement of the Software or media that does not meet such limited warranty, in case of defect in the Software, or replacement of the defective part, in case of defect in the Hardware. Except as expressly set forth above, no other warranties or conditions, either express or implied, are made by Spondoolies with respect to the Product(s) and/or service(s) (statutory or otherwise), and Spondoolies expressly disclaims all warranties and conditions not expressly stated herein, including but not limited to the implied warranties or conditions of merchantability, noninfringement, and fitness for a particular purpose. Spondoolies does not warrant that the functions contained in the Product will meet Purchaser’s requirements, be uninterrupted or error free, or that all defects in the Product will be corrected.
- Limitation of Liability. The Purchaser agrees that in no event shall Spondoolies, its affiliates, subsidiaries, associates, directors, shareholders, officers or consultants be liable for any indirect, special, exemplary, consequential or punitive damages whatsoever, including amounts representing loss of profits, loss of revenue, loss of use, loss of date, loss of business, or costs of procurement of substitute products or services whether in an action in contract or tort, arising out of the sale of, use of or inability to use the Product and/or service(s), even if those damages were foreseeable or resulted from the breach of a fundamental term of this agreement, or if Spondoolies has been advised of the possibility of such damages. This limitation shall apply regardless of the failure of any essential purpose. This limitation is an essential part of the Agreement between You and Spondoolies. You acknowledge that this limitation represents a reasonable allocation of risk, taking into account the price paid for the Product and/or service(s), and that Spondoolies would not provide the product except under the terms of this Agreement. In the event that, notwithstanding the terms of this Agreement, Spondoolies is found liable for damages of any kind (including liability for negligence) connected and/or related to this Agreement, Spondoolies’ total liability for such damages shall not exceed the price in US$ [or the equivalent US$ value of the Bitcoin conversion rate used to effect the purchase of the Product and/or service(s)] paid to Spondoolies by the Purchaser for the specific unit of Product and/or service(s) that is the subject of the claim, or if no single unit of Product or service is so applicable, then Spondoolies’ liability shall not exceed the amount of price paid in US$ [or the equivalent US$ value of the Bitcoin conversion rate used to effect the purchase of the Product and/or service(s)] by the Purchaser to Spondoolies.
- Disclaimers on Endorsement and External Websites. The responsibility for opinions expressed in authored pieces on Spondoolies Website rests solely with the author(s), and publication does not constitute endorsement by Spondoolies. The designations employed in Spondoolies publications and the presentation of material therein do not imply the expression of any opinion whatsoever on the part of Spondoolies concerning the legal status of any country, territory, city or area or of its authorities, or concerning the delimitation of its frontiers or boundaries. Information posted on the Spondoolies Website may include links to information created and maintained by other individuals or organizations. These links are provided for information and convenience and do not constitute explicit or implicit endorsement by Spondoolies of such third parties, information or services. When You follow a link to another site, You are subject to the policies of the outside website.
- Copyright © Spondoolies. Short extracts from the material on Spondoolies Website may be reproduced unaltered without authorization on condition that the source is indicated. For rights of reproduction or translation, application should be made to Spondoolies at email@example.com. Spondoolies welcomes such applications.
- Scam Warning. Fictitious publication, announcements or solicitations may be circulated on the Internet. The purpose of these announcements is to obtain privileged information from individuals, or to induce people to pay a fee for services related to Spondoolies’ main business activities. Please note that all genuine Spondoolies’ announcements are announced on its official website and/or social networks accounts. Spondoolies advises the public in unconditional terms that it does not authorize or sponsor any consultants, agencies or organizations which, through website postings or otherwise, claim to be charging a fee on behalf of Spondoolies for soliciting or facilitating purchase processes. Spondoolies does not charge any application or processing fee at any stage of the purchase process and assumes no responsibility for any announcements or activities of such individuals, consultants, agencies or organizations. Should you have any doubts about the authenticity of an email, letter or telephone communication purportedly from, for, or on behalf of Spondoolies, please send us an email query before taking any further action in relation to the correspondence.
- Use Restrictions. The Product and/or service(s) are licensed to You, as End-User, for Your own use only. The Product and/or service(s) may contain copyrighted material, trade secrets, and other proprietary materials of Spondoolies. You acknowledge that the scope of the license granted hereunder do not permit End-User (and End-User shall not allow any third party) to: (i) decompile, disassemble, decipher, reverse engineer or attempt to reconstruct, identify or discover any underlying ideas, design, underlying user interface techniques or algorithms of the Product and/or service(s), by any means whatsoever, or disclose any of the foregoing; (ii) provide, distribute, rent, lease, lend, use for timesharing or service bureau purposes, or otherwise use, transfer or allow others to use the Product and/or service(s) for the commercial or other benefit of third parties whether or not for consideration; (iii) modify, incorporate into or with other software, or create a derivative work of any part of the Product and/or service(s); (iv) attempt to circumvent any user limits or use restrictions that are built in to the Product and/or service(s); or (v) sublicense, transfer or assign this Agreement or any of the rights or licenses granted under this Agreement and any attempt to do so shall be of no effect. You shall not remove, obscure, or alter Spondoolies' or third party suppliers’ copyright notices, trademarks, or other proprietary rights notices affixed to or contained on or within the Product and/or service(s).
- If Purchaser is a corporation, partnership or similar entity, then the license granted hereunder to use the Products and/or service(s) is expressly conditioned upon acceptance by a person who is authorized to bind the entity. This Sales Agreement is the entire agreement between the Purchaser and Spondoolies with respect to the license hereunder and supersedes any previous oral or written communications or documents (including, if you are obtaining an update, any agreement that may have been included with the initial version of the Product and/or service(s)). This Sales Agreement shall be governed and construed solely in accordance with the laws of the State of Israel, without giving effect to conflicts of law principles thereof, and only the courts in Tel-Aviv, Israel shall have jurisdiction in any conflict or dispute arising out of this Sales Agreement. This Agreement will not be governed by the U.N. Convention on Contracts for the International Sale of Goods (Vienna, 1980). If any provision of this Sales Agreement is found to be invalid or unenforceable, it will be enforced to the maximum extent permissible and the remainder of this Sales Agreement will remain in full force and effect. Failure to prosecute a party's rights with respect to a default hereunder will not constitute a waiver of the right to enforce rights with respect to the same or any other breach. Spondoolies may, in its sole discretion, modify this Agreement and portions thereof at any time, provided that such changes have been posted on Spondoolies' web site(s) or a notice to that effect was sent to the Purchaser via e-mail, postal mail or other means.
- The terms and provisions of Section I10, I11, I12 and I16 shall apply, mutatis mutandis, on Section II below.