Terms & Conditions


Terms and Conditions Wholesale and Retail Accounts

 

Diffuse Casually, Inc. (“Diffuse Casually”) sells to the general public and only to legitimate wholesale dealers (“Dealer”) or trade resellers (“Reseller). Diffuse Casually reserves the right to determine the appropriateness of any Dealer or Reseller to represent its products and to discontinue sales to any Dealer or Reseller at any time.  Wholesale prices are for stocking dealers only.  For Dealers, Diffuse Casually requires a seventy-two

(72) piece minimum opening order (the“Dealer Opening Order”). Dealer Opening Orders require prepayment by wire transfer, major credit card, business check, or e-check. All prices shall be those in effect at the time of each shipment.  Diffuse Casually reserves the right to increase or decrease prices without notice.

Domestic Terms of Payment. Terms for products are “Payment in Advance” with a signed purchase order . Prepayment to be made via credit card, money order, Paypal or check (unless stated otherwise in contract). Diffuse Casually may decline to deliver except for cash or stop goods in transit if any reason to question the financial responsibility of the customer develops. After an Opening Order, a customer may complete a Diffuse Casually Credit Application. Upon approval of such Credit Application by Diffuse Casually’s Credit Department, Diffuse Casually may allow customer a line of credit. Diffuse Casually reserves the right to reduce, modify or cancel credit limits or credit amounts and to change or otherwise modify payment dates, late charge amounts or any other credit sales terms at any time and without any notice whatsoever. Diffuse Casually will not, without prior notice, increase late charge amounts or reduce the discount amount, except as provided herein. Customers completing the Credit Application should allow three (3) weeks for the Credit Application to be processed. If credit is not approved prior to shipment, Diffuse Casually may request payment in advance on special products or in special situations. A late charge calculated at one and one-half percent (1-1/2%) per month (eighteen percent (18%) per annum) of the invoice total will be assessed and added from the date invoiced if payment is not received by Diffuse Casually on or before the due date, or unless special payment arrangements have been made in advance with written approvals by Diffuse Casually. The original invoice and remittance copy will be emailed and mailed to the customer’s billing address as reported to Diffuse Casually. Diffuse Casually may, at its sole discretion, offer to customers volume discounts taken from the invoice total, excluding taxes and shipping fees, based on the volume of products ordered. Freight charges apply as an additional cost on all items. All shipments are FOB Tempe, AZ. Freight charges are subject to change without notice. Unless otherwise requested, Diffuse Casually products are shipped via standardized freight for all non-truck shipments within the continental United States. Truck freight rates will be quoted upon request for all quantity shipments of products. Additional charges will be assessed when special services including but not limited to lift gate or residential delivery are requested or, at Diffuse Casually’s discretion, required. An additional $10.50 charge per shipment will be assessed for drop shipments for mail order outlets such as catalogs or World Wide Web retailers. Retailers offering Diffuse Casually products for sale on the Internet must enter into a Retail Agent Agreement with Diffuse Casually prior to offering any Diffuse Casually products on the Internet. Delivery predictions are based upon best information available, but are without guarantee. Circumstances beyond Diffuse Casually’s control may render such predictions inaccurate. Diffuse Casually specifically accepts no penalty for late shipments unless it has made a delivery guarantee in a prior-authorized writing. Diffuse Casually’s contract sales personnel, including but not limited to authorized Dealers and Resellers (collectively, “Sales Personnel”), are not authorized to make warranties about Diffuse Casually merchandise. ORAL STATEMENTS DO NOT CONSTITUTE WARRANTIES. Oral statements made by Diffuse Casually employees or other Sales Personnel shall not be relied upon by a customer and shall not become part of any contract for sale. The entire sales contract between a customer and Diffuse Casually will be set forth in the invoice and/or accompanying or reference documents provided by Diffuse Casually to the customer or Sales Personnel.  No other warranties are given beyond those set forth in those documents.

Limited Warranty. Diffuse Casually warrants that its products (except as may be further disclaimed on a particular invoice or in these Terms and Conditions) will be of the kind and quality described in the order or contract and will be free of defects in workmanship or material. Should any failure to conform to this warranty on the Diffuse Casually jewelry or other products offered by Diffuse Casually appear within one (1) year after the invoice date, Diffuse Casually will, upon written notification thereof, take commercially reasonable steps to correct such defects, at Diffuse Casually’s sole option, by suitable repair, replacement or refund. Corrections of nonconformities, in the manner and for the period of time provided above, shall constitute fulfillment of all liabilities of Diffuse Casually to any customer with respect to the goods, whether based on contract, negligence, strict tort or otherwise.

Limitation of Warranty. Diffuse Casually warrants that its products shall not under any circumstances be liable for special, incidental or consequential damages such as, but not limited to, damage to or loss of other property or equipment, loss of profits or revenue, cost of capital, cost of purchased or replacement goods or related claims of a customer. Customers’ remedies set forth herein are exclusive. The liability of Diffuse Casually under these Terms and Conditions, or from negligence, strict tort or under any warranty or otherwise, shall not exceed the price of the goods upon which such liability is based.  Diffuse Casually reserves the right to sell certain goods “AS IS,” without any warranty whatsoever, by indication on the invoice or sales receipt for such goods.

Damaged Items. If a package is damaged in transit, customer should refuse it back to the carrier if possible. If customer receives a damaged package, customer should note on the carrier’s delivery report the condition of the shipment. Customer should also save the packing boxes. Damaged products must be reported to Diffuse Casually’s Customer Service Department immediately upon receipt. Customer is responsible for informing the Diffuse Casually Customer Service Department of the specifics as to the damaged goods at the time of delivery or upon delivery receipt, for crates and/or boxes that arrive damaged from a freight company. In the event a customer has questions at the time of delivery, the customer should contact his/her Sales Personnel or a Diffuse Casually Customer Service Representative prior to signing for the shipment(s). Diffuse Casually’s personnel will work to resolve any defects by providing replacement parts or instructions as necessary. Customer will not be charged a restocking fee for severely damaged or defective product(s). During a customer’s contact with Sales Personnel or a Diffuse Casually Customer Service Representative, the customer should indicate whether he/she would prefer to receive a credit or, upon the return of the damaged or defective product(s) to Diffuse Casually, to have the product(s) replaced and re-shipped at no charge. Any damaged products can be exchanged only for the same item, assuming it is available. Returned goods will not be accepted, nor will credit for returned goods be extended unless (i) prior written permission from Diffuse Casually is obtained by contacting the Sales Personnel with whom the order was placed and obtaining a Diffuse Casually Returned Goods Authorization (“RGA”); (ii) customer clearly marks the RGA number on the package (returns will be refused without a clearly visible RGA number); (iii) transportation charges for the returned product(s) are prepaid by customer; and (iv) Diffuse Casually receives such returned product(s) within thirty (30) days after receipt of the products by or on behalf of customer. Without exception, no merchandise will be accepted without a Diffuse Casually RGA.  The return of goods without a Diffuse Casually RGA could result in additional costs to customer.

Diffuse Casually reserves the right to authorize product returns beyond thirty (30) days from the invoice date, upon written approval. Some Diffuse Casually products may not be returned for a credit or refund. If returned, the products will be disposed of or recycled without notification to customer. Returns other than those due to manufacturing defects or damage in transit shall be subject to a twenty-five percent (25%) of the invoice restocking fee. Goods must be packaged properly to avoid damage in shipment. Original shipping charges will not be refunded on returned items. Customer must insure his/her shipment of the returned product(s) and such shipment must be prepaid. Diffuse Casually suggests using a carrier that provides tracking information or proof of delivery for customer’s protection.

Overages and Shortages. Diffuse Casually reserves the right as a manufacturer to ship plus or minus ten percent (10%) of the quantity ordered. Claims on account of shortages must be made to the Sales Personnel with whom a customer’s order was placed within five (5) days after receipt of shipment. Prior payment will not prejudice a claim. Questions concerning freight or pricing discrepancies should be made prior to payment with the Sales Personnel with whom the order was placed. Whenever the payment amount differs from the amount invoiced, documentation should accompany any check that is presented to pay that invoice. Diffuse Casually is required to collect Canadian sales tax for items deemed taxable in Canada, or whenever merchandise is picked up or shipped to Canada. The only exception will be if Diffuse Casually is supplied with a valid and properly completed blanket or unit exemption certificate. If Diffuse Casually is not in receipt of a certificate at the time of invoicing, sales tax will be applied to that invoice. Deductions for sales tax at time of payment will not be cleared until the certificate is received. Not forwarding a certificate may endanger customer’s credit status due to open balances on customer’s account.

Accounts Receivable. Customer agrees to pay all costs and expenses of collection actually incurred by Diffuse Casually in collecting any amounts due to Diffuse Casually, whether or not Diffuse Casually retains an attorney.

Acceptance of Goods. Customer agrees that his/her signature by his/her representative or affiliate to receive the product(s) or on any order confirmation, invoice, delivery receipt, purchase order, or other sales receipt is presumed to establish customer’s acceptance of these Terms and Conditions.

Disclaimers. These Terms and Conditions do not constitute an offer by Diffuse Casually to sell or extend credit. Each Diffuse Casually Credit Application, request for credit, credit transaction and customer order are subject to prior approval by Diffuse Casually.  Diffuse Casually shall not be responsible for typographical errors.  Additional items may be posted on Diffuse Casually’s website at www.Diffuse Casually.com. 

Miscellaneous Provisions

Waivers. Pursuit of any one remedy shall not preclude pursuit of any other remedies provide for herein or by law. No waiver of one violation of these Terms and Conditions shall be deemed to constitute a waiver of any similar violations subsequently occurring or any other violation whatsoever.

Governing Law and Venue. All matters relating to the enforcement or interpretation of this sale transaction and this statement of Terms and Conditions shall be governed by the laws of the Province of Ontario, Canada. The parties to this sales transaction hereby consent to exclusive jurisdiction and venue by the courts of the Province of Ontario as the location where the sale contract was made, and agree that any suit or action to enforce or interpret any matter relating to this transaction may be brought only in the courts within the Province of Ontario in Burlington, ON, Canada. Arbitration. Any controversy between the parties involving the construction or application of any of the terms, covenants, or conditions of these Terms and Conditions shall be submitted to arbitration in Burlington, ON, on the request of any party, and the arbitration shall comply with and be governed by the provisions of the Ontario Arbitration Act.

Attorneys’ Fees. If any legal proceeding, arbitration or other action is brought or threatened for the enforcement or interpretation of these Terms and Conditions, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of these Terms and Conditions or any transaction arising hereunder, and the prevailing party in any such action(s) should incur any legal fees, including, but not limited to, attorneys’ fees, paralegal fees, expert witness fees and other similar costs, the successful or prevailing party or parties to any such dispute or action shall be entitled to recover their reasonable attorneys’ fees and additional legal costs incurred, together with any other relief to which they may otherwise be entitled, as determined by an arbitrator, judge at trial, or upon appeal or petition.

Severability. If any one or more of the provisions contained in these Terms and Conditions are held to be invalid or unenforceable in any respect, such invalidity or un-enforceability shall not affect any other provision, and the intent manifested thereby shall be recognized.

Intellectual Property. All designs appearing on Diffuse Casually products are copyrighted or licensed by Diffuse Casually, Inc. Diffuse Casually is a registered trademark of Diffuse Casually, Inc. All rights reserved. Diffuse Casually, Inc., 118 Lake Ave Rd, Stoney Creek, ON Canada.

 

Terms and Conditions Consumer Purchases

 

These terms apply to all consumer purchases of Diffuse Casually products.

 

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ORDER/KEEP YOUR PRODUCT.

 

These Terms of Sale (“Agreement”) apply to your purchase of products (“Product”) sold in North America Diffuse Casually. You agree to these terms by placing your order. If you have already placed your order and no longer want to be bound to this Agreement then you must either promptly cancel your order at Diffuse Casually’s Order Support page or return your purchase in accordance with Diffuse Casually’s Return Policy. Please act promptly and note that these options may carry restocking or other fees.

 

This is a binding agreement. As an Agreement between Diffuse Casually and yourself, it may NOT be altered, supplemented or amended by any other document unless the new document is signed by both you and Diffuse Casually. In addition to this document, the terms contained within the other Diffuse Casually documents referenced in this Agreement, including Diffuse Casually’s License Agreements, Return Policy, Consumer Service Contracts, and Consumer Warranties may apply to your purchase.

 

Orders, Pricing and Payments. Diffuse Casually strives to communicate accurate pricing and product information but will not be held responsible for any pricing, typographical, or other errors in such communications. Your order is subject to cancellation by Diffuse Casually, in Diffuse Casually's sole discretion. Unless otherwise agreed to by Diffuse Casually, payment must be received by Diffuse Casually prior to our acceptance of an order. Diffuse Casually may process payment for and ship parts of an order separately.

 

Shipping. Product title passes to you when the Product is shipped. You have 21 days to notify Diffuse Casually of any missing, wrong, or damaged portion of your purchase or Diffuse Casually cannot be held responsible for these issues. Unless you provide Diffuse Casually with a valid and correct tax exemption certificate applicable to your purchase of Product and the Product ship-to location, you are responsible for sales and other taxes associated with the order.

 

Warranties. THE LIMITED WARRANTIES APPLICABLE TO DIFFUSE CASUALLY-BRANDED PRODUCT CAN BE FOUND AT Diffuse Casually.com/warranty OR IN THE DOCUMENTATION DIFFUSE CASUALLY PROVIDES WITH DIFFUSE CASUALLY-BRANDED PRODUCT. DIFFUSE CASUALLY MAKES NO OTHER WARRANTIES FOR DIFFUSE CASUALLY-BRANDED PRODUCT, AND MAKES NO WARRANTIES WHATSOEVER FOR SERVICE, , MAINTENANCE OR SUPPORT OR FOR NON-DIFFUSE CASUALLY BRANDED PRODUCT. SUCH PRODUCT, SERVICE, MAINTENANCE OR SUPPORT IS PROVIDED BY DIFFUSE CASUALLY "AS IS" AND ANY THIRD-PARTY WARRANTIES, PRODUCTS, , SERVICES, MAINTENANCE OR SUPPORT ARE PROVIDED BY THE ORIGINAL MANUFACTURER OR SUPPLIER, NOT BY DIFFUSE CASUALLY. SOME STATES/PROVINCES DO NOT ALLOW LIMITATIONS OF IMPLIED WARRANTIES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.

 

Telephone Communications. Telephone communications with us, including calls with any of our agents or independent contractors, are routinely monitored and/or recorded. You expressly consent, on behalf of yourself and other users of your phone number, to being monitored or recorded. By providing us with a phone number (including mobile) as your contact number, you expressly authorize us to contact you regarding your account for non-telemarketing communications, via text message or telephone, including the use of prerecorded or auto-dialed calls, using that number.

 

Limitation of Liability. DIFFUSE CASUALLYDOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS EXCEPT AS EXPRESSLY PROVIDED HEREIN, DIFFUSE CASUALLY WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, DIFFUSE CASUALLY IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT. SOME JURISDICTIONS MAY NOT ENFORCE ALL OF THESE LIMITATIONS, AND ONLY THE LIMITATIONS THAT ARE LAWFULLY APPLIED TO YOU IN YOUR JURISDICTION WILL APPLY.

 

Purchases may not be resold or exported. Your purchase is for your own use, not for resale or export. Your purchase may not be sold, leased, or transferred to restricted countries, restricted end users, or for restricted end uses according to U.S. export and sanctions laws.

 

Governing Law. THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THERE-UNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE) BETWEEN YOU AND DIFFUSE CASUALLY arising from or relating to this Agreement, its interpretation or the breach, termination or validity thereof, the relationships which result from this agreement, Diffuse Casually's advertising, or any related purchase SHALL BE GOVERNED BY THE LAWS OF THE PROVINCE OF ONTARIO, WITHOUT REGARD TO CONFLICTS OF LAW.

 

Dispute Resolution and Binding Arbitration. YOU AND DIFFUSE CASUALLY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

 

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND DIFFUSE CASUALLY, its agents, employees, successors, assigns, direct and indirect subsidiaries, and any third party providing any products or services to you in connection with your purchase (collectively "Diffuse Casually") arising from or relating in any way to your purchase of Product, this Agreement, its interpretation or the breach, termination or validity thereof, the relationships which result from this Agreement (including relationships with third parties who are not signatories to this Agreement), Diffuse Casually's advertising or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. The arbitrator shall have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitration shall be administered by the Ontario Arbitration Association. Arbitration proceedings shall be governed by this provision and the applicable procedures of the selected arbitration administrator, including any applicable procedures for consumer-related disputes, in effect at the time the claim is filed. Consumer claimants (individuals whose transaction is intended for personal, family or household use) may elect to pursue their claims in small-claims court rather than arbitration. The arbitration or small-claims court proceeding will be limited solely to the customer's individual dispute or controversy.

 

You agree to an arbitration on an individual basis. In any dispute, NEITHER CUSTOMER NOR DIFFUSE CASUALLY SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration.

 

The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. Diffuse Casually will be responsible for paying any individual consumer's arbitration/arbitrator fees. If you prevail on any claim that affords the prevailing party attorneys' fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.