Terms & Conditions
Terms and Conditions of Sale
Last updated August 1st, 2018
Welcome to Dufour Gourmet!
These Terms and Conditions of Sale shall therefore govern the sale of Products by us, Dufour Gourmet, LLC., to you, the customer (hereinafter “you, “Client”, or “Customer” as defined below), by telephone, email, and/or via our website at www.dufourgourmet.com, or other means to our Customer Services and Client Services team, and will form the basis of any contract of sale between us (“Contract”). Please read these Terms and Conditions carefully before placing your order as you will be deemed to be bound by them.
1.1. “Business Days” means all days other than Saturdays, Sunday and US public holidays;
1.2. “Contract” means any contract between you and us for the sale and purchase of the Products, incorporating these Terms; for clarity purposes, each separate online or offline Order shall be treated as a distinct Contract.
1.3. “Products” means the Dufour Gourmet Products agreed in the Contract to be supplied to you by us;
1.4. "Order” means your order for the Products as per clause 3;
1.5. “Perishable Products” means any food Products which are reduced in value and deteriorate when kept;
1.6. “Terms” means the terms and conditions of sale as set out in this document;
1.7. “Dufour Gourmet”, “us” “we” or “our” means Dufour Gourmet, LLC., a New York Limited Liability Company with an address at 43-37 9th Street, Long Island City, NY 11101;
1.8. "Website” means www.dufourgourmet.com
1.9. “Client”, “Customer” “you” and "your” means the person or business entity who purchases the Products from us, whether said person or business entity is a retail or wholesale client.
2. Application of Terms
2.1. These Terms apply to the Contract.
2.2. These Terms referred to on our Website and incorporated by reference in each single Order- in existence from time to time shall regulate the supply of Products by us to you. All other terms, conditions or representations are excluded (except as implied by statute). If there is a conflict between these Terms and any document on our Website or elsewhere, these Terms shall prevail.
2.3. The Contract constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made by or given by or on behalf of us which is not set out in the Contract.
2.4. Any descriptions or illustrations contained on the Website are produced for the sole purpose of giving an approximate idea of the Products and they do not form part of the Contract or have any contractual force.
2.5. We reserve the right to amend or change our Terms without notice to you in relation to future orders. You should ensure that before placing an order with us, you have read our current Terms which are always available on our Website and incorporated by reference in each single Order.
3. Formation of the Contract
3.1. You can place an Order either:
3.1.1. on our Website by adding Products to your basket and following the checkout process; or
3.1.2. by telephone to the number specified on our Website; by email at the email address provided online.
3.2. You are responsible for ensuring that your Order details are complete and accurate.
3.3. Retail clients can either place an order as guest or register an account with us to save their profile and benefit from updates and promotions. If you want to submit your order via our wholesale site/interface, you need to be a valid and accepted wholesale business – as per our Company’s Wholesale Account Policy- and must be a registered user prior to processing your wholesale order. If you have not yet registered please go to the Website, click on “Log In” and follow the prompts to submit your information and related application. We reserve the right to deny access to any user and we also reserve the right to terminate accounts, remove or edit content or cancel orders at our discretion, but without charge to you. If you would like to be assisted, you may also call our Customer Service representative to register your account or request a Credit Application over the Phone.
3.4. Each Order for Products by you to us shall be deemed to be an offer by you to purchase Products subject to these Terms; all Products being subject to availability.
3.5. No Contract exists between you and us, for the sale of any Products until we have received and accepted your order and sent you confirmation in writing (“Order Confirmation”) to the email address you gave at the time of your Order. At the time of our acceptance, there is a legally binding Contract between us and payment shall be taken by the method you selected at the time of your Order prior to dispatch. The Order Confirmation will set out:
3.5.1. your Order number;
3.5.2. your billing address;
3.5.3. your delivery address;
3.5.4. target non-binding delivery date and, if applicable, time, delivery method you chose at the time of your Order;
3.5.5. as the case may be, any special instructions you requested at the time of your Order;
3.5.6. order summary (including a description of the Products, the total cost of the Products ordered (inclusive of Taxes and delivery charges); and
3.6. A further email may be sent to you when the Products are ready to be dispatched (“Dispatch Confirmation”). The Dispatch Confirmation includes a link to enable you to view and track your Order.
3.7. You cannot make amendments/changes to your Order after we have sent the Dispatch Confirmation. Note that any amendments/change to your Order may impact delivery date and time. You may nevertheless process a new Order for additional Products.
4. Description and Price of the Products, Minimum Order value
4.1. The description of the Products will be as shown on our Website and/or our Catalogues at the time you place your Order. Wholesale prices are reserved to registered Wholesale Customers. All prices of the Products are listed in US Dollars, exclusive of applicable taxes and shipping or delivery costs. Applicable taxes, shipping and/or delivery cost will be calculated at checkout or on your Order Confirmation. Our shipping and delivery costs may change from time to time
4.2. Every effort is made to ensure that the prices of our Products shown on our Website (for retail clients) and/or last updated Wholesale price list on our Website our Catalogues (for Wholesale accounts only) are accurate at the time you place your Order. If an error is found, either before or at the time of our acceptance of your Order, we shall contact you either by telephone or by email using the telephone number or email address you provided to us at the time of your Order. You shall have the option to either re-confirm your Order at the correct price or to cancel your Order. We shall not process your Order until you have provided either verbal or written re-confirmation to us of your Order at the correct price.
4.3. The Products we supply are mainly Perishable Products so it is important that you follow the instructions and labels on the Products as to their storage and shelf-life.
4.4. The price of the Products and delivery charges shown on our Website or on the Order Confirmation are non-inclusive of Taxes, unless otherwise stated. Customer shall therefore be responsible to pay all taxes, fees or charges of any nature whatsoever imposed by any governmental authority on, or measured by, the transaction between Customer and us. If Dufour Gourmet is required to collect the foregoing, such amounts will be separately stated at check out for online sales or on the Order confirmation and/or related invoice, and must be paid by Customer unless Customer provides us with a valid tax exemption certificate authorized by the appropriate taxing authority.
4.5. Pricing errors, out-of-stock and other errors may occasionally occur on our Website or Catalogue. We reserve the right to cancel any Orders containing pricing errors, out of stock errors or other errors at any time without further obligation to you, including after you have received a confirmation of your Order. Should this happen with your Order, we are very sorry for the inconvenience. Please contact us so we can try to figure out what happened and do our best to make sure it doesn’t happen again.
4.6. We have made every effort to ensure that the Products displayed on our Website or in our Catalogues and Brochures conform to the descriptions and photographs. The colors, specifications, dimensions and descriptions (please note all images are for illustration purposes only) of items are quoted as accurately as possible. The colors you see will depend on the resolution of your monitor and we cannot therefore guarantee that your monitor's display of any color will always reflect accurately the color of the Products delivered. We reserve the right from time to time to vary the dimensions, specifications, descriptions and quantities of items displayed without prior notice.
4.7. For Retail customers, the minimum Order value is $40.00, not inclusive of taxes and delivery or shipping costs.
4.8. Wholesale Account Policy. First time Wholesale Clients need a minimum order value of $300.00. To maintain Wholesale Account Status and beneficiate from our Wholesale prices, Wholesale Clients must thereafter maintain minimum average monthly orders above $150.00. Wholesale Clients with average monthly orders above $1,500.00 may be offered a credit application. Approved Credit Application will allow accepted Wholesale Clients to pay their invoices within 30 Calendar Days from the date of their order, which shall also be the related invoice date. Dufour Gourmet reserves the right to accept and deny credit application at its sole discretion and may change and amend the present Wholesale Account Policy at any time.
5.1. Retail Clients. Payment for the Products and delivery charges can be made by any method shown on our Website at the time you place your Order. Preferred payment method is credit/debit card processing for retail clients.
5.2. For wholesale accounts, Payment may be made by direct deposit, wire transfer, check or Credit card at our sole discretion. For payment by credit card over $500.00, a convenience fee of 3% may apply to credit card payment by Wholesale accounts.
5.3. The price you pay for the Products shall be the price stated in the Order Confirmation.
5.4. You will be charged for the Products either at the same time or after we have sent out the Order Confirmation.
5.5. No payment shall be deemed to have been received by us until we have received cleared funds for your total Order.
5.6. Unless agreed or provided otherwise, all Payments are due in full upon receipt of the Order Confirmation and before any dispatch is made.
5.7 For Wholesale accounts, as provided in Section 4.8, upon satisfactory credit application, we may offer flexible payment terms: Our preferred Wholesale payment terms -with credit approval- are: full payment due within 30 days as of when the Products were delivered.
Specific Terms for Wholesale customers only (5.5 to 5.10):
5.8. Payment shall be made by direct deposit or wire transfer using the wiring instructions provided by Dufour Gourmet and/or appearing on the invoice. Payment by Check or Credit Card may be authorized on a case by case basis, at the sole discretion of Dufour Gourmet.
5.9. In the event of a late payment, any payment received shall be charged first against accrued interest and indemnities and then to the principal invoice amount.
5.10. In case of non-payment or late payment on the due date of an invoice, all other pending invoices of a Customer, even those not yet due, may become due immediately, at the sole discretion of Dufour Gourmet. Additionally, any returned/bounced check shall trigger a $50.00 administrative fee.
5.11. Past-due invoices may be subject to a monthly charge equal to the higher of one percent interest (1.00%) per month, or the highest rate of interest permitted by law, at the option of Dufour Gourmet, with a minimum penalty of $100.00. If any invoice remains unpaid after Thirty (30) days from the due date, notwithstanding any agreement or course of dealing between Dufour Gourmet and Customer, (i) all subsequent orders will be accepted only on a C.O.D. or cash-with-order basis until satisfactory credit is re-established at Dufour Gourmet’s sole discretion, and (ii) Dufour Gourmet may suspend shipment of any Product ordered until all outstanding invoices are paid. All overdue accounts are also subject to collection charges, including without limitation, attorney’s fees and court costs.
5.12. Any unpaid balance by the customer authorizes Dufour Gourmet to suspend, without prior notice and without notification, any delivery and/or subsequent service until full payment. The parties agree that the due and prompt payment of invoices is to be regarded as a material obligation on the part of the Customer. As the case may be, any applicable discounts provided by Dufour Gourmet will also be automatically suspended
5.13. Invoices are validly issued to the address and/or email address provided by Customer. In the event of a change of address or contact, customer shall promptly notify in writing Dufour Gourmet.
6. Delivery, Title & Risk
6.1. We shall ensure that the Products are accompanied by a delivery note which shows:
6.1.1. the date of the Order;
6.1.2. your Order number;
6.1.3. your billing address;
6.1.4. your delivery address;
6.1.5. delivery date and delivery method you chose at time of your Order;
6.1.6. order summary (including a description of the Products, the total cost of the Products ordered (inclusive of Taxes) and delivery charges.
6.2. Our delivery days and charges can be found on our Website, and we reserve the right to change these at any time prior to your Order.
6.3. Any dates quoted for delivery are approximate only, and time of delivery is not of the essence. Any delay in delivery of the Products will not entitle you to terminate or rescind the Contract unless such delay exceeds 10 Business Days.
6.4. We shall not be liable for any delay in delivery or failure of delivery of the Products that is caused by an event or circumstance that is beyond our reasonable control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
6.5. The risk in the Products shall pass to you on completion of delivery.
6.6. Title to the Products shall not pass until we have received payment in full in cleared funds.
6.7. Dufour Gourmet will ship by the method it deems most advantageous using standard commercial packaging. Customer agrees to pay all transportation charges and costs associated with shipment of the Product, including any special or export packaging requested or required under the circumstances, as determined by Dufour Gourmet.
6.8. Dufour Gourmet will use commercially reasonable efforts to deliver the Products by the estimated delivery date, indicated on the Order confirmation, which is given for information purposes only, if any; however, shipment of Products is subject to availability, and Dufour Gourmet EXPRESSLY DISCLAIMS LIABILITY FOR ANY FAILURE TO MEET SUCH DELIVERY DATES.
6.9. The receipt of the Product by the Customer shall be deemed approval of the actual delivery time. In the event of a late delivery, Customer may notify Dufour Gourmet of same, by email or telephone. If no delivery has occurred within 10 business days past that first late delivery notice, Customer’s sole recourse may then be to notify Dufour Gourmet that the Contract and related Order is canceled and terminated, effective immediately upon receipt of that termination notice, provided however that no Product has been prepared or shipped already by Dufour Gourmet.
6.10. Dufour Gourmet will always try to procure its best efforts to accommodate its Customers, but there may be some instances or situations where due to unforeseen circumstances, beyond Dufour Gourmet’s control or because of an event of force majeure, Dufour Gourmet may have to extend the delivery period, suspend its execution of the Order or terminate the Contract with the Customer, without any liability for any compensation in damages. Dufour Gourmet will procure its best commercial efforts to diligently notify its Customers in all instances.
Delivery to the Customer’s address:
6.11. Delivery of the Products shall be deemed to have taken place on delivery of the Products to the address specified by you on the Order (“Delivery Address").
6.12. You must provide us with a Delivery Address (in addition to a billing address) at the time of your Order. The Order Confirmation shall prompt you to check that your Delivery Address is correct but it is your responsibility to check that the Products will be delivered to the correct address. You can amend the Delivery Address by contacting us either by telephone or by email from the time you place your Order until we have sent the Dispatch Confirmation. We reserve the right to charge additional delivery charges if you change your Delivery Address at short notice.
6.13. You or your representative will be required to sign for the Products on delivery. If there is no one at the Delivery Address when the delivery is attempted the delivery contractor will:
6.13.1. carry out any special instructions which you requested prior to us sending you the Dispatch Confirmation (e.g. leave the Products in a clear designated location or with a designated person); or
6.13.2. in the absence of you requesting any special delivery instructions prior to us sending you the Dispatch Confirmation, the delivery contractor shall leave a card at the Delivery Address stating that it has attempted delivery and we will attempt to reschedule delivery as soon as possible and practicable or attempt to pass the Products to a collection facility for you to collect/re-arrange delivery. Additional cost will be incurred.
6.14. If you give us specific delivery instructions in your Order (or prior to us sending you the Dispatch Confirmation) to leave the Products at a neighboring address or other place you nominate without obtaining a signature, the Products are delivered entirely at your own risk and we will not accept responsibility for any loss or damage suffered.
6.15. If you have not given us specific delivery instructions in your Order (or prior to us sending you the Dispatch Confirmation) and your Products are passed to a collection facility, it is your responsibility to arrange for collection or re-delivery. The Products will be entirely at your own risk and we will not accept responsibility for any loss or damage suffered.
6.16. In the event that you fail to promptly (within 5 business days) collect the Products from us after two delivery attempts, we reserve the right to dispose of the Products without any liability or notice to you.
6.17. If we fail to deliver the Products, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement Products of similar description and quality, less the price of the Products. We shall have no liability for any failure to deliver the Products to the extent that such failure is caused by an event or circumstance beyond our reasonable control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
Collection by Customer at Dufour Gourmet Premises:
6.18. As an exception to the above, upon prior written consent by Dufour Gourmet, Customer may be authorized to collect the ordered Products from our Premises. Delivery of the Products shall be deemed to have taken place when the Products are ready for collection by you at our premises in New York City (“Premises”) at the agreed mutually convenient appointment time.
6.19. If you fail to take or accept delivery at our Premises within three Business Days of us notifying you by email that the Products are ready, then, except where such failure or delay is caused by an event or circumstance beyond your reasonable control or our failure to comply with our obligations under the contract:
6.19.1. delivery of the Products shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which we notified you that the Products were ready; and
6.19.2. subject to clause 6.11 we shall store the Products for a reasonable time until delivery takes place, and may be entitled to charge you for all related costs and expenses (including insurance).
6.20. If 24 hours after the day on which we notified you that the Products were ready for delivery you have not taken delivery of them, we may resell or otherwise dispose of part or all of the Products (including in the case of Perishable Products, disposing of or destroying them if they cease to be resalable) and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the Products or charge you for any shortfall below the price of the Products.
7. Warranty Disclaimer; Limitation of Liability; Indemnification
7.1. YOU EXPRESSLY AGREE THAT USE OF THE DUFOUR GOURMET SERVICE RELATED ORDER OF OUR PRODUCTS, AND USE OF OUR RETAIL OR WHOLESALE SHOPPING PLATFORM IS ENTIRELY AT YOUR OWN RISK. THE DUFOUR GOURMET SERVICE AND PRODUCTS, THE PLATFORM, AND ITS CONTENTS ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, DUFOUR GOURMET DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF OUR PRODUCTS, WITH RESPECT TO THE DUFOUR GOURMET SERVICE AND PRODUCTS, THE PLATFORM, OR ITS CONTENTS OR WITH RESPECT TO ANY INFORMATION, SERVICES, AND PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE DUFOUR GOURMET SERVICE; DUFOUR GOURMET MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE AVAILABILITY, RELIABILITY, CORRECTNESS, ACCURACY, CONTENT, OR OTHERWISE OF ANY INFORMATION, SERVICES, OR PRODUCTS OBTAINED THROUGH THE PLATFORM OR THE DUFOUR GOURMET SERVICES. DUFOUR GOURMET DOES NOT WARRANT THAT THE FUNCTIONS PROVIDED BY THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SHOPPING PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
7.2. NEITHER DUFOUR GOURMET NOR ANY OF ITS DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, REPRESENTATIVES, JOINT VENTURE PARTIES, INDEPENDENT CONTRACTORS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, OR LICENSORS (COLLECTIVELY, THE "DUFOUR GOURMET PARTIES") SHALL BE LIABLE, IN CONTRACT OR IN TORT, FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, DIRECT, INDIRECT, UNFORESEEABLE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF DATA, INCOME, OR PROFIT; OR LOSS OR DAMAGE TO PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE ORDER OF PRODUCTS OR USE OF, OR THE INABILITY TO USE, THE SHOPPING PLATFORM, THE DUFOUR GOURMET SERVICE. OUR LIABILITY SHALL BE LIMITED TO PROVIDING YOU WITH A REFUND FOR ANY PRODUCT THAT IS NON-CONFORMING. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE DUFOUR GOURMET SERVICE AND TO TERMINATE THIS AGREEMENT. ADDITIONALLY, DUFOUR GOURMET RESERVES THE RIGHT TO LIMIT YOUR ORDER OR THE QUANTITY OF A SPECIFIC PRODUCT YOU MAY ORDER. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR SPECIAL DAMAGES OR OF IMPLIED WARRANTIES, IN SUCH STATES AND JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
7.3 The sale of our Products is provided for lawful purposes only. DUFOUR GOURMET operates from New York City, New York and if you are located outside of New York, we make no representation that all Products listed on our Website or Catalogues, including but not limited to Foie Gras based Products are compliant with your local laws and regulations. Therefore, if you access or use our Website or process an Order for delivery outside of New York State, you are ultimately responsible for compliance with applicable local laws. Price and availability information is subject to change without notice and may also vary geographically.
7.4. You agree to defend, indemnify, and hold DUFOUR GOURMET Parties harmless from any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, settlements and expenses, including attorney's fees, accounting fees, and costs, arising in connection with, resulting from, or alleged to result from, your use of our service, order of our Products, or violation of this Agreement by you or through use of your account.
8. Sales are Final with limited right of cancellation and refund policy
8.1. As we sell perishable Products, all sales are final once you receive an Order Confirmation.
Limited Right to cancel and refund policy
8.2. You may have a legal right to reject the Products if they do not conform to your Order or if you take delivery of a package from us and the Products being delivered to you have been damaged in transit. Your deadline for rejecting the Products is the end of the next day after the Products have been delivered. We will at your option either exchange the Products without charge to you or proceed with a refund. We may request photos of the non-conforming Products and/or damaged packaging in order to enable us to investigate the matter.
8.3. If you reject the Products and request a refund, you may be responsible for the disposal of the Products or if requested by us, returning the Products to us at our Premises or facilitating a pick-up by our delivery service.
8.4. If you duly reject the Products we will:
8.4.1. refund you the price actually paid for the Products;
8.4.2. refund any delivery costs and return costs you have paid;
8.4.3. make any refunds due to you as soon as possible and in any event within 14 days beginning with the day on which we have agreed that you are entitled to a refund. We will make the reimbursement using the same means of payment as you used for the initial transaction, unless we have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
8.5. We may withhold the reimbursement until we have received the Products back or you have supplied satisfactory evidence of non-conformity or damaged packaging and we have confirmed same with you.
8.6. You shall send back the Products or hand them over to us, without undue delay and in any event not later than 5 days from the day on which you communicate your cancellation or refund rights from this contract to us. The deadline is met if you send back the Products or facilitate restitution before the period of 5 days has expired.
9.1. We shall process your personal information in accordance with applicable law and regulation and shall take all reasonable steps to ensure that the details of your Order and payment are secure, but unless we are negligent, we shall not be liable for any unauthorized access to information supplied by you.
9.2. We shall only use your personal information for the purpose of fulfilling your Order and improving our services to you by way of targeted communication, unless you agree otherwise.
9.3. We would like to notify you of Products and offers that may be of interest to you from time to time. To be added to our marketing database, you can either untick the box at checkout at the time of your Order or you can independently subscribe to our newsletter by using the sign up form which can be found on our Website. You can opt out, correct any information about you, or ask for information about you to be deleted, by giving written notice to us at the address or email address shown on our Website.
9.5. Reserved Intellectual Property. You acknowledge and agree that we retain ownership of all intellectual property rights of any kind related to our Website, Products and Services, including applicable copyrights, trademarks and other proprietary rights. We are not granting any license to you under any of those intellectual property rights by virtue of these Terms and Conditions. “Dufour Gourmet” and “Aurelien Dufour” are our registered Trademarks. Other products and company names that may be mentioned on our Website or provided as part of our services and offer of Products, and said names may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you hereunder.
9.6. Reasonable use of Clients names by Dufour Gourmet. You agree that, unless provided otherwise in writing prior to an Order confirmation is received, Dufour Gourmet shall be authorized to reasonably publicize its collaboration and contractual relationship with you in order to promote the Dufour Gourmet Products. Clients’ names may for example appear in a marketing brochure or other advertising materials of Dufour Gourmet. A Wholesale Client’s name shall not be treated as confidential in this context.
10. General Provisions.
10.1. Relationship of the Parties. Nothing contained in these Terms and Conditions shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant or employer and employee between the parties hereto or any affiliates or subsidiaries thereof, or to provide either party with the right, power or authority, whether express or implied, to create any duty or obligation on behalf of the other party, other than as stated under the Contract or the Order.
10.2. Notices. Any notice or other communication required or permitted by these Terms and Conditions or by law to be served on or given to any party shall be in writing and shall be deemed served and given when personally delivered to the party to whom it is directed, or in lieu of such personal service, (a) three days after deposit in the mail, postage prepaid, registered or certified, return receipt requested, or (b) the next business day following transmission by fax or e-mail, sent in each case to the addresses set forth in the Order or the address of the Customer on its online account with Dufour Gourmet. A mandatory copy of any legal complaint addressed to Dufour Gourmet shall also be sent to: Dufour Gourmet, LLC., C/O Peyrot & Associates PC., 62 William Street, 8th floor, New York, NY 10005.
10.3. Assignment. The rights and obligations hereunder are personal to each customer. Customer shall therefore not assign or otherwise transfer any rights or delegate any duties hereunder without the prior written consent of Dufour Gourmet. Any attempted assignment, transfer or delegation without such consent shall be null and void.
10.4. Force Majeure. Dufour Gourmet shall not be in breach of its obligations hereunder if performance of such obligations is prevented, delayed or made impracticable by any cause beyond the reasonable control of Dufour Gourmet, including without limitation, acts or omissions of Customer, acts of God or government, natural disasters or storms, fire, political strife, labor disputes, terrorism, failure or delay of transportation, default by suppliers or unavailability of ingredients necessary to prepare and process the Order.
10.5. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regards to its conflict of laws provisions. Any dispute between the parties concerning these terms and conditions and any related Order shall be brought in the competent courts of the State of New York, County of New York and Customer consents to such courts having personal jurisdiction and that venue is proper in such courts.
10.6. Attorney’s Fees. If any litigation is brought to enforce the rights of a party hereunder, the prevailing party shall be awarded its reasonable attorneys’ fees together with expenses and costs incurred with such litigation, including necessary fees, costs, and expenses for services rendered, as well as subsequent to judgment in obtaining execution thereof.
10.7. Interpretation. The titles of the Sections and Clauses of these Terms and Conditions are for convenience only and shall not affect the interpretation or construction of any Section.
10.8. Waiver. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. A waiver of any of the terms, or any breach or default hereunder, shall not be deemed or construed as a waiver of such terms for the future or any subsequent breach or default, whether or not of the same or similar nature.
10.9. Entire Agreement; Severability; Modification. These Terms and Conditions represent the entire agreement between Dufour Gourmet and Customer as parties with respect to the subject matter hereof and all other understandings and agreements relating thereto, whether written or oral, including but not limited to all requests for proposal, proposals, payments or other forms, are nullified and superseded hereby. Whenever possible, each provision shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereunder is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of these Terms and Conditions. These Terms and Conditions may be modified, amended, or supplemented from time to time by Dufour Gourmet, at its sole discretion.
Last Updated August 1st, 2018