Terms and Conditions

Terms and Conditions of Use.

The following terms and conditions (the "Terms of Use") govern your use of the EDUN Web Site located at www.edun.com (the "Site"). The Site is made available by Edun Americas Inc. ("EDUN" or "we" or "us"). We may change the Terms of Use from time to time, at any time without notice to you, by posting such changes on the Site. BY USING THE SITE, YOU ACCEPT AND AGREE TO THESE TERMS OF USE AS APPLIED TO YOUR USE OF THE SITE. If you do not agree to these Terms of Use, you may not access or otherwise use the Site. 

Proprietary Rights.

As between you and EDUN, EDUN owns, solely and exclusively, all rights, title and interest in and to the Site, all the content (including, for example, audio, photographs, illustrations, graphics, other visuals, video, copy, software, etc.), code, data and materials thereon, the look and feel, design and organization of the Site, and the compilation of the content, code, data and materials on the Site, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. Your use of the Site does not grant to you ownership of any content, code, data or materials you may access on the Site. You may view the content on the Site on your computer or other internet compatible device, and make single copies or prints of the content on the Site for your personal, internal use only. The Site and the services offered on or through the Site, including any content and materials thereon, are only for your personal, non-commercial use. Any commercial distribution, publishing or exploitation of the Site, or any content, code, data or materials on the Site, is strictly prohibited unless you have received the prior written permission of EDUN or the applicable rights holder. You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on the Site. If you make other use of the Site, or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. EDUN will enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution. 

Trademarks.

The trademarks, logos, service marks and trade names (collectively the "Trademarks") displayed on the Site are registered and unregistered Trademarks of EDUN and/or others and may not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders that are likely to cause customer confusion, or in any manner that disparages or discredits their rights holders. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the prior written permission of EDUN or the third party that may own the applicable Trademark. Your misuse of the Trademarks displayed on the Site is strictly prohibited. EDUN will enforce its Trademark rights to the fullest extent of the law, including the seeking of criminal prosecution. 

User Information.

In the course of your use of the Site, you may be asked to provide certain personalized information to us (such information referred to hereinafter as "User Information"). Our information collection and use policies with respect to the privacy of such User Information are set forth in the EDUN Web Site Privacy Policy which is incorporated herein by reference for all purposes. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information, and you agree to keep it up to date.

Unsolicited Materials.

Unless specifically requested, we do not solicit nor do we wish to receive any confidential, secret or proprietary information or other material from you through the Site, by e-mail or in any other way. Any information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent to us ("Submitted Materials") will be deemed not to be confidential or secret, and may be used by us in any manner consistent with the EDUN Web Site's Privacy Policy. By submitting or sending Submitted Materials to us, you: (i) represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto, and that any "moral rights" in Submitted Materials have been waived, and (ii) you grant us a royalty-free, unrestricted, worldwide, perpetual, non-terminable, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such material (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed. We are not responsible for maintaining any Submitted Material that you provide to us, and we may delete or destroy any such Submitted Material at any time. 

Digital Millennium Copyright Act.

EDUN respects the intellectual property rights of others. Upon proper notice, EDUN will remove Submitted Materials or other applicable content that violate copyright law and terminate the accounts of repeat infringers. Pursuant to 17 U.S.C. § 512, EDUN has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your work has been copied in a way that constitutes copyright infringement, please send EDUN's copyright agent (listed below) a notification of claimed infringement with all of the following information:

(a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

(b) identification of the claimed infringing material and information reasonably sufficient to permit EDUN to locate the material on the Site;

(c) information reasonably sufficient to permit EDUN to contact you, such as an address, telephone number, and, if available, an email address;

(d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

(e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and

(f) your physical or electronic signature.

Please send all of the above enumerated information to the following EDUN copyright agent:
Jean Butron
Edun Americas Inc.
107 Grand St., 3rd Floor
New York, NY 10013
Tel: 212-274-1521
Fax: 212-226 4656
Email: ipenforcement@edun.com

Please do not send notices or inquiries unrelated to alleged copyright infringement to EDUN's designated agent.

User Conduct.

You warrant and agree that you shall not: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (b) upload, post, publish, transmit, reproduce, distribute or in any way exploit any information or other material obtained through the Site for commercial purposes (other than as expressly permitted by the provider of such information or other material); or (c) attempt to gain unauthorized access to other computer systems through the Site. You may not: (i) engage in spidering, "screen scraping," "database scraping," harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Site or the services offered on or through the Site, including without limitation any information residing on any server or database connected to the Site or the services offered on or through the Site; (ii) obtain or attempt to obtain unauthorized access to computer systems, materials or information through any means; (iii) use the Site or the services made available on or through the Site in any manner with the intent to interrupt, damage, disable, overburden, or impair the Site or such services, including, without limitation, sending mass unsolicited messages or "flooding" servers with requests; or (iv) use the Site or the Site's services in violation of any applicable law. You further agree that you may not attempt (or encourage or support anyone else's attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Site or the Site's services, or any content thereof, or make unauthorized use thereof. You agree that you will not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.  EDUN may, from time to time, make messaging service, chat service, wireless device application, bulletin board, other forums and the like available on the Site. In addition to any other rules or regulations that we may post in connection with a messaging service, wireless device application, chat service, bulletin board or other forum on the Site or offered through a service on the Site, you agree that you shall not upload, post, transmit, distribute or otherwise publish through the Site or any service offered on or through the Site, any materials which (i) restrict or inhibit any other user from using and enjoying the Site or the Site's services, (ii) are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus, spyware, or other harmful component, (vi) contain advertising, chain letters or pyramid schemes of any kind, or (vii) constitute or contain false or misleading indications of origin, endorsement or statements of fact. You alone are responsible for the content and consequences of any of your activities. You further agree not to impersonate any other person or entity, whether actual or fictitious, including anyone from the Site or EDUN. EDUN reserves the right, but does not have an obligation, to monitor and/or review all materials posted to the Site or through the Site's services by users, and EDUN is not responsible for any such materials posted by users. However, EDUN reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in EDUN's sole discretion are objectionable or in violation of these Terms of Use, EDUN's policies or applicable law.  

You agree that if you include a link from any other Web site to the Site, such link shall open in a new browser window. You agree not to link from any other Web site to this Site in any manner such that the Site, or any page of the Site, is "framed," surrounded or obfuscated by any third party content, materials or branding. We reserve the right to revoke your right to link to the Site from your Web site at any time upon written notice to you.  

You agree on demand to defend, indemnify and hold EDUN and its directors, officers, members, managers, employees and agents harmless from any and all claims, proceedings, liabilities, damages, losses, demands, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Site, your placement or transmission of any message, content, information, software or other materials through the Site, or your breach or violation of the law or of these Terms of Use. EDUN reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with EDUN's defense of such claim.

Orders for Products and Services.

We may make certain products available to visitors and registrants of the Site. Please see the Terms and Conditions of Sale which set out the terms upon which we sell products through the Site.

Returns of Products.

Please see the Terms and Conditions of Sale which set out our returns policy.

Gift Certificates.

Please see the Terms and Conditions of Sale which set out the terms upon which EDUN gift certificates are offered.

Third Party Web Sites.

You may be able to access or use the Site from a third party Web site, Internet resource, or software application ("Linked Sites"). You may also be able access and use a Linked Site from a link available on the Site. You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites. The inclusion of any link to such Linked Sites on our Site does not imply EDUN's endorsement, sponsorship, or recommendation of that site. EDUN disclaims and excludes any liability for Linked Sites. EDUN does not guarantee the standards or practices of any Linked Site nor shall EDUN be held responsible for the contents of such Linked Sites. For this reason, EDUN does not represent or warrant that the contents of any Linked Site is accurate, compliant with state or federal law, or compliant with copyright or other intellectual property laws. Also, EDUN is not responsible for web casting or any other form of transmission received from any Linked Site. Any reliance on the contents of a Linked Site is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.

DISCLAIMER OF WARRANTIES.

THE SITE, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS AND MATERIALS, IS PROVIDED "AS IS," "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT THAT THE SITE OR THE SERVICES, CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SITE WILL MEET USERS' REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. EDUN ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.

WE TRY TO ENSURE THAT THE INFORMATION POSTED ON THE SITE IS CORRECT AND UP-TO-DATE. WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE SITE AT ANY TIME AND WITHOUT ANY PRIOR WARNING. WE CANNOT, AND DO NOT, GUARANTEE THE CORRECTNESS, PRECISION, THOROUGHNESS OR COMPLETENESS OF ANY OF THE INFORMATION AVAILABLE ON THE SITE, NOR WILL WE BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE SITE.

WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, EDUN AND ITS AFFILIATES, SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED VIA THE SITE, AND HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS AND OTHERWISE ON THE SITE OR IN CORRESPONDENCE WITH EDUN OR ITS AGENTS. ANY PRODUCTS AND SERVICES ORDERED OR PROVIDED VIA THE SITE ARE PROVIDED BY EDUN "AS IS", EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE SET FORTH IN A LICENSE OR SALE AGREEMENT SEPARATELY ENTERED INTO IN WRITING BETWEEN YOU AND EDUN OR ITS LICENSOR OR SUPPLIER.

LIMITATION OF LIABILITY.

IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL EDUN OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE "PROTECTED ENTITIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSS ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA THE SITE, LOSS OF DATA, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, LIABILITIES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OF USE OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO EDUN FOR YOUR USE OF THE SITE OR THE SUM OF $1,000.00, WHICHEVER IS THE GREATER. This does not affect our liability for death or personal injury arising from our negligence, FOR FRAUD OR any other liability which cannot be excluded or limited under applicable law.

Applicable Laws.

We control and operate the Site from our offices in the United States of America. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. All parties to these Terms of Use waive their respective rights to a trial by jury.

Termination.

EDUN may terminate, change, suspend or discontinue any aspect of the Site or the Site's services at any time on the provision of reasonable notice to you. If you violate any of these Terms of Use, your permission to use the Site automatically terminates.

Changes to Terms of Use.

EDUN reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms of Use, in whole or in part, at any time. Changes in these Terms of Use will be effective when posted on the Site. Your continued use of the Site and/or the services offered on or through the Site after any changes to these Terms of Use are posted will be considered acceptance of those changes.

Notices

All notices given by you to us must be given to Edun Americas Inc.,107 Grand St., 3rd Floor New York, NY 10013. We may give notice to you at either the e-mail or postal address you provide to us when placing an order. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

Miscellaneous.

The Terms of Use and the relationship between you and us shall be governed by the laws of the State of New York, without regard to its conflict of laws provisions. You agree that any cause of action that may arise under the Terms of Use shall be commenced and be heard in the appropriate court in the State of New York, County of New York. You agree to submit to the personal and exclusive jurisdiction of the courts located within New York County in the State of New York. Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.

Entire Agreement.

These Terms of Use and any document expressly referred to in them constitute the entire agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us. We each acknowledge that, in entering into an order under these Terms of Use, neither of us relies on any representation or warranty (whether made innocently or negligently) that is not expressly set out in these Terms of Use or the documents referred to in them.

Effective date of these Terms of Use: 1 July 2011

Terms & Conditions of Sale

These terms and conditions (together with the documents referred to in them) (Terms and Conditions) govern the purchase by you of products made available for sale by Edun (Products) on the website www.edun.com (Site).

Please read these Terms and Conditions carefully before ordering any Products from the Site. You should understand that by ordering any of our Products, you agree to be bound by these Terms and Conditions. These Terms and Conditions exclusively apply to the offer and purchase of Products via the Site and all other terms and conditions are hereby excluded. Any deviation from these Terms and Conditions will apply only if first agreed in writing by Edun.

You should print a copy of these Terms and Conditions for future reference.

By placing an order for Products on the Site, you confirm your acceptance of these Terms and Conditions.

1. Information About US

1.1 This Site is operated by Edun Americas Inc. a company registered in Delaware, with its main trading address at 107 Grand Street, 3rd Floor, New York, NY 10013, USA.

1.2 If you are making a purchase from the Site, the merchant fulfilling your order will depend on the country to which your order is shipped and this is set out in more detail in clause 2 below.

2. Sales Availability

2.1 Sales through the Site are only intended for individuals domiciled in the United States, Canada, Mexico, Australia, member states of the EEA and certain countries in South America and Asia (together Serviced Countries). To see a list of current Serviced Countries click here. We do not accept orders from individuals outside those Serviced Countries. Some restrictions may be placed on the extent to which we accept orders from specific countries. These restrictions can be found on our Serviced Countries page and are incorporated into and form part of these Terms and Conditions. Please review our Serviced Countries page before ordering Products from us. The purchase of Products for resale or other trading or commercial purposes is not permitted.

2.2 If your order is shipped to the United States, Canada, Mexico or a country in South America or Asia, the merchant will be Edun Americas Inc. and your Contract will be with Edun Americas Inc. References to ‘Edun’, ‘we’, ‘us’ and ‘our’ in these Terms and Conditions will be to Edun Americas Inc. if it is the applicable merchant.

2.3 If your order is shipped to a member state of the European Economic Area (EEA) or a country that is not the United States, Canada, Mexico or a country in South America or Asia, the merchant will be Edun Apparel Limited and your Contract will be with Edun Apparel Limited. To see a list of current member states of the EEA click here. Edun Apparel Limited is a company registered in Ireland under company number 377643, with its registered office and main trading address at 30-32 Sir John Rogerson’s Quay, Dublin 2, Ireland and regulated by the Irish Registrar of Companies. Edun Apparel Limited’s VAT number is IE6397643P. References to ‘Edun’, ‘we’, ‘us’ and ‘our’ in these Terms and Conditions will be to Edun Apparel Limited if it is the applicable merchant.

3. Your Status

3.1 By placing an order through the Site, you warrant and represent that:

3.1.1 you are legally capable of entering into binding contracts;

3.1.2 you are at least 18 years old;

3.1.3 you are purchasing Products as a consumer and not for any trading or commercial purposes;

3.1.4 you are domiciled in one of the Serviced Countries; and

3.1.5 you are accessing the Site from that country.

4. How the contract is formed between you and us

4.1 After placing an order, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Product. All orders are subject to acceptance by us (which is at our sole discretion), and we will confirm such acceptance to you by sending you an e-mail that confirms that the Product has been dispatched (Dispatch Confirmation). The contract between us for the sale and purchase of a Product will only be formed when we send you the Dispatch Confirmation (Contract). We may, at our sole discretion, engage the services of third parties for the performance of our obligations arising under the Contract.

4.2 The Contract will relate only to those Products which we confirm in the Dispatch Confirmation have been dispatched. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.

5. Our status

5.1 Please note that in some cases, we accept orders as agents on behalf of third party sellers. The resulting legal contract is between you and that third party seller, and is subject to the terms and conditions of that third party seller, which they will advise you of themselves. You should carefully review their terms and conditions applying to the transaction.

5.2 We may also provide links on the Site to the websites of other entities, whether affiliated with us or not. We cannot give any undertaking that products you purchase from third party sellers through the Site, or from entities to whose website we have provided a link on the Site, will be of satisfactory quality, and any such warranties are EXCLUDED AND DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party seller. We will notify you when a third party is involved in a transaction, and we may disclose your customer information related to that transaction to the third party seller. You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through linked sites. The inclusion of any link to such linked sites on our Site does not imply Edun's endorsement, sponsorship, or recommendation of that site. Edun disclaims and excludes any liability for linked sites. Edun does not guarantee the standards or practices of any linked site nor shall Edun be held responsible for the contents of such linked sites. For this reason, Edun does not represent or warrant that the contents of any linked site is accurate, compliant with state or federal law, or compliant with copyright or other intellectual property laws.

6. Availability and Delivery

6.1 Your order will be fulfilled by the delivery date set out in the Dispatch Confirmation or, if no delivery date is specified, then within 30 days of the date of the Dispatch Confirmation, unless there are exceptional circumstances.

6.2 If a Product is out of stock when you order, we will contact you and you can choose to order an alternative Product (at that alternative Product’s then current price), to cancel your order and obtain a refund or, if we anticipate that the Product will be re-stocked, to continue waiting until the relevant Product is in stock (if it is still not in stock after 30 days, we will contact you again with the same options). Images of Products on the Site are for illustration purposes only and Products may appear different to you on receipt (we have no responsibility for that).

7. Risk and Title

7.1 The Products will be at your risk from the time of delivery to the delivery address set out in your order.

7.2 Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including shipping and delivery charges.

8. Price and Payment

8.1 Please note that the price of Products does not include shipping and delivery charges which will be added to the total amount due by you to us for your order.

8.2 The price of Products and our shipping and delivery charges will be as quoted on the Site from time to time, except in cases of obvious error. Any prices, quotations and descriptions made or referred to on the Site are provisional, do not constitute an offer and may be withdrawn or revised at any time prior to our express acceptance of your order.

8.3 The Site will show you:

8.3.1 if the applicable merchant is Edun Apparel Limited, the price of the Products including VAT or other applicable sales tax; or

8.3.2 if the applicable merchant is Edun Americas Inc., the price of the Products and also the applicable sales tax.

8.4 We reserve the right to change prices stated on the Site at any time. Accordingly, Product prices and shipping and delivery charges are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Dispatch Confirmation.

8.5 The Site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on the Site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product’s correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product’s correct price is higher than the price stated on the Site, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection (you will be free to place a new order at the correct price).

8.6 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you a Dispatch Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as an error.

8.7 Payment for all Products must be by credit or debit card. Where Edun Apparel Limited is the applicable merchant you can pay by Visa, Mastercard or Laser. Where Edun Americas Inc. is the applicable merchant you can pay by Visa, Mastercard, American Express, Discover or JCB.

8.8 You agree to pay in full the prices for any purchases (including all taxes, delivery and shipping charges) you make either by credit or debit card concurrent with your online order or by other payment means acceptable to Edun. We will charge your credit or debit card when we dispatch your order. If payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by us.

9. Returns and Refunds

9.1 Only Products purchased on the Site are subject to the returns and refund policy set out in this clause 9. If you purchased Edun products at another website or at a store, please contact that website or store for details of its return and refund policy. We cannot offer or process a return or refund in respect of such products on the Site.

9.2 If you are domiciled in a member state of the EEA, you may have a right, in accordance with your applicable local law, to cancel your order without giving a reason within 7 days of receiving the relevant Product. In that instance, you may be entitled to a full refund on an unwanted Product if you cancel your order within 7 days of receiving the Product from us. In order to see if you are entitled to this right of cancellation, please click here. In order to exercise the right, please log into your Account within 7 days of receipt of the relevant Product, obtain a Return Authorization number, and ship the item(s) back to us (preferably ship within 30 days of receipt). Please contact customer service at customerservice@edun.com if you placed an order as an online guest. You will be responsible for the direct cost of returning the Product to us.

9.3 Every Product is satisfaction guaranteed and you may return Products purchased on the Site for a full refund of the Product price, less delivery and shipping costs. All returns of Products must be dispatched by you within 30 days of the delivery date to you.

9.4 All returns must be unworn/unwashed, in saleable condition and include the original packaging with tags attached in order to ensure full credit. Please obtain a Return Authorization number by logging into your account. Please contact customer service at customerservice@edun.com if you placed an order as an online guest.

9.5 We do not accept exchanges for Products. If you wish to choose a different Product, you can return a Product to us in the manner set out above and order a new Product which will be a new purchase under these Terms and Conditions.

9.6 Please be aware that if you wish to return Products for any reason, you have a legal obligation to take reasonable care of the Products while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation.

9.7 We do not pay for return shipping, but we offer a merchandise credit in an amount equal to the cost of standard shipping and delivery in your region. In other words, if we ship to you in the United States and you return the item to us, we’ll offer you a US$10 merchandise credit. If you order from Australia and return an item to us, we’ll offer you a US$25 merchandise credit. It’s all part of our aim to offset the cost of you returning an item that did not meet your expectations.

9.8 All return credits are processed back to the original method of payment. Gift returns credit for gift returns will be issued to the original purchaser.

9.9 If you return a Product to us:

9.9.1 because you have cancelled the Contract between us within the seven-day cooling-off period (see clause 9.2 above), we will process the refund due to you as soon as possible and, in any case, within 30 days of the day you gave notice of cancellation. In this case, we will refund the price of the Product in full, and any applicable shipping and delivery charges for delivery to you. However, you will be responsible for the cost of returning the Product to us; and

9.9.2 for any other reason, we will examine the returned Product and will notify you of your refund via e-mail within a reasonable period of time. We will usually process the refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you via e-mail that you were entitled to a refund

9.10 In the unlikely event the Products do not conform with these Terms and Conditions, please inform us as soon as possible after delivery of such non-conformance. Notwithstanding the remainder of this clause 9, the return of such Products to us will be at our cost and, once we have checked the Products are defective, we will (at your option) either provide a refund of the price of the Products, replace the Products or repair them. These Terms and Conditions will apply to any replacement or repaired Products.

9.11 Please be aware that we do not accept returns under clause 9.2 or 9.3 of Products that are made according to your specification, personalized or customized at your request. Your statutory rights are not affected.

9.12 If you choose to return a Product to us, the Product will be at your risk from the time of dispatch until receipt at our correct returns address.

9.13 If you wish to return a Product to us:

9.13.1 pack the Product securely in the original Product packaging where possible. Please include all paperwork received with the Product;

9.13.2 before sending your return shipment, please remove all extra labels from the outside of the package;

9.13.3 mark the package with your Return Authorization number;

9.14.4 all return delivery and shipping charges must be prepaid. We will not accept ‘cash on delivery’(C.O.D.) deliveries;

9.13.5 it is recommended to ship via UPS or Insured Parcel Post for your return;

9.13.6 keep the return tracking number for your return package to monitor delivery status;

9.13.7 to receive credit, Products must be dispatched to us within 30 days of delivery to you; and

9.13.8 you can expect a full refund less delivery and shipping costs in the same form of payment originally used for the purchase, within 30 days of receipt by us of the returned Products in their unworn state

9.14 Please send all Products that you wish to return to the following address:

If the applicable merchant (see clause 2 above) is Edun Apparel Limited:

DSV
Edun Apparel Limited
Building 2, Tougher Business Park
Ladytown
Naas
Co. Kildare
Ireland

If the applicable merchant is (see clause 2 above) is Edun Americas Inc:

Edun
Attention Returns Department
599 Gotham Parkway
Carlstadt NJ 07072
USA

10. Our liability

10.1 We wish to bring this clause 10 to your particular attention. The laws of some countries do not permit the limitation or exclusion of liability, so the following may not apply to you if you are domiciled in one of those countries.

10.2 Subject to clause 10.1 and 10.4, in no event shall the total aggregate liability of Edun or any of its directors, officers, employees, agents or service providers (together the “Protected Entities”) for damages, losses, liabilities, causes of action or otherwise arising from or in connection with these Terms and Conditions (whether arising in contract, tort (including, but not limited to. negligence), breach of statutory duty or otherwise), exceed in the aggregate:

10.2.1 the purchase price of the Products (and the applicable costs of shipping and delivery) that are the subject of the Contract; and

10.2.2 subject to clause 10.3, any losses that you suffer which are a foreseeable.

10.3 Subject to clause 10.1 and 10.4, in no event shall the Protected Entities be liable for damages, losses, liabilities, causes of action or otherwise arising from or in connection with these Terms and Conditions (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) that fall into the following categories:

10.3.1 indirect or consequential;

10.3.2 special, incidental, exemplary or punitive;

10.3.3 loss of income or revenue;

10.3.4 loss of business or goodwill;

10.3.5 loss of profits;

10.3.6 loss of anticipated savings;

10.3.7 loss of data; or

10.3.8 waste of management or office time,

even if such Protected Entity has been advised of such damages, losses, liabilities or causes of action. However, this clause 10.3 will not prevent claims for loss of or damage to your tangible property that are foreseeable or any other claims for direct loss that are not excluded by categories 10.3.1 to 10.3.8 inclusive.

10.4 Nothing in these Terms and Conditions excludes or limits our liability for:

10.4.1 death or personal injury caused by our negligence or arising from a defective product;

10.4.2 fraud or fraudulent misrepresentation;

10.4.3 any breach of implied statutory warranties or conditions that cannot be excluded as a matter of law, including as to our title to sell you a Product; or

10.4.4 any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.

10.5 Where you buy any Product from a third party seller through the Site, the seller’s individual liability will be set out in the seller’s terms and conditions.

10.6 SUBJECT TO THIS CLAUSE 10.6 AND TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EDUN AND ITS AFFILIATES, SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED VIA THE SITE, AND HEREBY DISCLAIM AND EXCLUDE, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS AND OTHERWISE ON THE SITE OR IN CORRESPONDENCE WITH EDUN OR ITS AGENTS. SUBJECT TO THIS CLAUSE 10.6 AND TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ANY PRODUCTS AND SERVICES ORDERED OR PROVIDED VIA THE SITE ARE PROVIDED BY EDUN "AS IS", EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE SET FORTH IN A LICENSE OR SALE AGREEMENT SEPARATELY ENTERED INTO IN WRITING BETWEEN YOU AND EDUN OR ITS LICENSOR OR SUPPLIER. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS CLAUSE 10.6 SHALL OPERATE TO EXCLUDE, DISCLAIM OR ABROGATE ANY WARRANTY, REPRESENTATION, TERM OR CONDITION WHICH CANNOT BE EXCLUDED BY LAW IN CONTRACTS WITH CONSUMERS (INCLUDING ANY SUCH WARRANTY, REPRESENTATION, TERM OR CONDITION ARISING UNDER AND/OR IMPLIED BY APPLICABLE STATUTE).

11. Import Duty

11.1 You will be responsible for payment of any import duties and taxes which are levied when the delivery reaches the specified destination. Please note that we have no control over such charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.

11.2 Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws.

12. Gift Certificates

12.1 Edun gift certificates may only be redeemed on the Site for the purchase of Products listed on the Site and sold by Edun. Gift certificates cannot be used to purchase other gift certificates. Gift certificates have no cash redemption value and are not transferable or assignable. Any unused balance will be recorded in the recipient's “Your Account” on the Site. If the order exceeds the amount of the gift certificate, the balance must be paid by credit or debit card at the time of purchase. One or more gift certificates can be redeemed against an order. Gift certificates are valid for a limited period of time as set out on the face of the relevant gift certificate, where permissible under applicable law. These Terms and Conditions apply to the redemption of gift certificates. Edun is not responsible if a gift certificate is lost, stolen, destroyed or used without permission. If you are the purchaser, you must ensure that the delivery email address for the gift certificate is correct. Edun is not responsible if the gift certificate is used by someone other than the intended recipient.

13. Written Communications and Complaints

13.1 Applicable laws require that some of the information or communications we send to you should be in writing. When using the Site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

13.2 If you are not satisfied with a Product you have purchased or otherwise with our sales service, please contact us at customerservice@edun.com or by telephone or in writing at the following number or address:

If the applicable merchant (see clause 2 above) is Edun Apparel Limited:

Edun Apparel Limited
30-32 Sir John Rogerson’s Quay
Dublin 2
Ireland

Tel: +353 (0)1 256 1289

If the applicable merchant (see clause 2 above) is Edun Americas Inc.:

Edun Americas Inc.
107 Grand Street, 3rd Floor
New York NY 10013
USA

Tel: 1-8773386548

14. Notices

14.1 All notices given by you to us must be sent to applicable merchant (being either Edun Apparel or Edun Americas Inc. as applicable) using the contact details set out in 13.2 above. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 13 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

15. Transfer of Rights and Obligations

15.1 The Contract between you and us is binding on you and us and on our respective successors and assignees.

15.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

15.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

16. Events outside our control

16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).

16.2.1 strikes, lock-outs or other industrial action;

16.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

16.2.3 fire, explosion, storm, flood, earthquake, volcanic eruption, subsidence, epidemic or other natural disaster;

16.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

16.2.5 impossibility of the use of public or private telecommunications networks; and

16.2.6 the acts, decrees, legislation, regulations or restrictions of any government.

16.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to mitigate the effect of the Force Majeure Event and to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

17 Waiver

17.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these Terms and Conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.

17.2 A waiver by us of any default will not constitute a waiver of any subsequent default. No waiver by us of any of these Terms and Conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 15 above.

18 Severability

If any of these Terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

19 Entire agreement

19.1 These Terms and Conditions and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any Contract.

19.2 We each acknowledge that, in entering into a Contract, neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions or the documents referred to in them.

19.3 Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract.

19.4 Nothing in this clause limits or excludes any liability for fraud.

20 Our right to vary these terms and conditions

20.1 We have the right to revise and amend these Terms and Conditions from time to time in our sole discretion.

20.2 You will be subject to the policies and Terms and Conditions in force at the time that you order products from us, unless any change to those policies or these Terms and Conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these Terms and Conditions before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the Terms and Conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).

21 Law and jurisdiction

21.1 These Terms and Conditions and the relationship between you and us shall be governed by the laws of the State of New York, without regard to its conflict of laws provisions. You agree that any cause of action that may arise under the Terms and Conditions shall be commenced and be heard in the appropriate court in the State of New York, County of New York. You agree to submit to the personal and exclusive jurisdiction of the courts located within New York County in the State of New York. Our failure to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect.

Effective date of these Terms and Conditions: 1 July 2011