Designer Shoes Warehouse EDI Important Extra Terms and Conditions
Designer Shoes Warehouse EDI program has the right to impose chargebacks on Vendor or recover or set-off damages caused to DSW against any drop ship purchase order in the event of (i) shipment of defective merchandise or breach of any warranties hereunder, (ii) any failure by Designer Shoes Warehouse EDI Vendor to comply with the Logistics Guide, or (iii) any other policies communicated to Vendor by DSW from time to time. DSW may communicate policies or procedures or publish the Logistics Guide on a website maintained by DSW and upon publication on such website, Vendor will be deemed to have notice of any additions, deletions or modifications thereto.
By accepting a drop ship purchase order, Vendor represents and warrants to Designer Shoes Warehouse EDI that any merchandise sold: (a) is (i) free from defects in materials, workmanship, and fabrication, (ii) of the quality, quantity, size, description, color and dimensions specified in the purchase order, (iii) affixed with all required tags, labels and other printed materials, which are true and correct in all respects; (iv) contained in packaging with tags, labels and other printed materials, which are true and correct in all respects; and (v) may be handled, worn and/or used without causing harm to any person or damage to property; (b) are in compliance with normal retailing standards with respect to colorfastness, wash fastness and light fastness; (c) will pass without objection in the trade, are of first quality and conform to the promises or affirmations of fact made by Vendor or its agents; (d) do not and will not infringe on any foreign or domestic patent, trademark, trade name, copyright or other similar intellectual property interest of any person, arising out of or relating to the sale or use of such merchandise; (e) are new and unused; (f) comply with all applicable foreign, and U.S. federal, state and local laws, ordinances, orders, standards, rules, regulations, including all country of origin requirements established by the U.S. Customs Service; (g) where applicable, comply with the standards of Underwriters Laboratories, Inc. (“ULI”) and bear the ULI stamp of approval; and (h) were manufactured in accordance with U.S. and local labor laws and were not produced using child, forced, indentured or convict labor contrary to local and/or U.S. legal requirements.
The representations and warranties set forth by Designer Shoes Warehouse EDI program shall survive shipment, inspection, testing, acceptance and payment for or use of the merchandise delivered hereunder or termination of the applicable purchase order. Statements of Vendor made by its sales agents or in its advertising or promotional materials as to the quality, grade, performance and use of the merchandise shall be express warranties of Vendor made to in connection with the Designer Shoes Warehouse EDI purchase order.