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STANDARD TERMS AND CONDITIONS OF SALE


Perlavera Trading Inc.​


​1. Applicability and Waiver of Client Terms 

These Terms govern exclusively all contractual relationships between Perlavera and the Client. The Client expressly waives the application of its own general or standard terms and conditions, regardless of whether such terms are issued before or after these Terms, unless expressly accepted in writing by Perlavera.

2. Orders and Made-to-Order Products

All orders are subject to written acceptance by Perlavera. Certain products are made-to-order and/or customized. Once production has commenced, orders may not be canceled, modified, or refunded, except as expressly agreed in writing by Perlavera.

For the purposes of these Terms, production shall be deemed to have commenced upon issuance of Perlavera’s written order confirmation.

3. Prices and Payment Terms

Unless otherwise stated in writing:

  • Payment is due immediately upon invoice issuance and is a condition precedent to production and shipment.
  • Perlavera reserves the right to require full or partial prepayment prior to production or shipment.

If any invoice is not paid when due, Perlavera may, without prior notice:

  • Charge late payment interest at a rate of 10% per annum on the outstanding balance, calculated from the due date until payment is made in full;
  • Suspend or cancel production, delivery, or any ongoing services; and
  • Withhold shipment of goods.

If payment remains outstanding more than sixty (60) days after the due date, Perlavera reserves the right to engage a debt collection agency or initiate legal proceedings. All collection costs, including attorneys’ fees and related expenses, shall be borne entirely by the Client.

4. Taxes and Withholding

All prices are exclusive of taxes, duties, customs fees, or withholdings. The Client is solely responsible for any taxes or withholdings imposed by the laws of its jurisdiction. Such amounts shall not be deducted from payments due to Perlavera. All invoices are payable in full, free and clear of any deductions or offsets.

5. Delivery, Risk of Loss, and Title

Delivery dates are estimates only and not guaranteed. Perlavera shall not be liable for delays caused by circumstances beyond its reasonable control.

Risk of loss and responsibility for the goods transfer to the Client upon shipment from Perlavera’s facility, regardless of the shipping method. Title to the goods shall pass to the Client upon shipment, notwithstanding any retention of payment obligations, unless otherwise agreed in writing by Perlavera.

6. Inspection, Claims, and Defects

The Client must inspect all goods upon receipt.

  • Claims for visible defects or shortages must be submitted in writing within eight (8) days of delivery. Written notice by email shall be deemed sufficient.
  • Claims for latent defects must be submitted within a reasonable time after discovery.

Failure to comply with these requirements constitutes acceptance of the goods without reservation.

7. Returns and Refunds

Made-to-order, customized, limited-run, or discounted items are non-returnable and non-refundable, except in the case of verified manufacturing defects acknowledged in writing by Perlavera. No returns will be accepted without prior written authorization.

8. Intellectual Property

All designs, prints, patterns, trademarks, and creative works remain the exclusive intellectual property of Perlavera. The Client is granted no ownership rights and may not reproduce, copy, distribute, or use Perlavera’s intellectual property beyond the scope of the agreed purchase and resale of goods in the ordinary course of business.

9. Limitation of Liability

To the fullest extent permitted by law:

  •  Perlavera shall not be liable for indirect, incidental, consequential, or special damages, including loss of profits or business; and
  •  Perlavera’s total liability shall in no event exceed the amount paid by the Client for the goods or services giving rise to the claim.

Under no circumstances shall Perlavera be responsible for end-consumer claims beyond the value of the goods supplied to the Client.

10. Force Majeure

Perlavera shall not be liable for failure or delay in performance resulting from events beyond its reasonable control, including but not limited to acts of God, supply chain disruptions, labor disputes, governmental actions, or transportation delays.

11. Governing Law and Jurisdiction

These Terms and all contractual relationships between Perlavera and the Client shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-law principles. Any dispute shall be subject to the exclusive jurisdiction of the state or federal courts located in Florida.