Terms of Sale

Terms and Conditions

for the use of the website and the placement of pre-orders for Dilan Mirror

1. Information about the Manufacturer

This website is operated by Dilan Mirrors Technology Limited, a company incorporated under the laws of Ireland, with its registered office at 40 Holywell Green, Swords, Co. Dublin, K67 DF85, email info@dilan-mirrors.com, hereinafter referred to as the "Manufacturer".

By accessing the website, creating an account, placing a pre-order or making a payment, the user confirms that they have read, understood and accepted these Terms and Conditions.

If you do not agree with these Terms and Conditions, you must not use the website and must not place a pre-order.

2. Nature of the Website

The website allows users to place pre-orders for the Manufacturer's products, hereinafter referred to as the "Product".

The Customer understands that the Product is not available for immediate delivery. The Product is to be manufactured, assembled or prepared after the opening and commencement of operations of the factory or production line.

Placing a pre-order does not mean that the Product has already been manufactured, is in stock or is ready for shipment.

3. Definitions

• Customer means the natural person and/or legal entity that uses the website, places a pre-order and/or pays the price of the Product.
• Pre-order means the reservation and advance payment for a Product that is to be manufactured or prepared at a later stage.
• Pre-order Price means the amount paid by the Customer for the reservation and purchase of the Product, excluding delivery costs, import costs, customs duties, import VAT, customs brokerage or other similar costs, unless expressly stated otherwise.
• Delivery and Import Costs means the costs that may arise after the Product is prepared for shipment, including international transport, local transport, customs duties, VAT, customs brokerage services, insurance, storage, handling or other costs related to delivery.
• Future Equity means a potential separate investment instrument that may involve future rights in the share capital, future shares, future equity interests, future economic rights or another similar mechanism, to the extent permitted by law and only on the basis of a separate agreement.

4. User Eligibility

By using the website, the Customer declares that they have the legal capacity to enter into contracts and make payments.

The Manufacturer reserves the right to refuse pre-orders placed by persons who cannot validly enter into contracts, who provide false information or who use the website abusively or unlawfully.

5. Placement of the Pre-order

In order to place a pre-order, the Customer shall complete the order form available on the website and pay the Pre-order Price.

The pre-order becomes valid only after payment has been confirmed.

By placing the pre-order, the Customer expressly confirms that:

• a) they understand that the Product is not available for immediate delivery;
• b) they accept that production will begin after the opening and commencement of operations of the factory;
• c) they accept that the completion period is only an estimate;
• d) they accept that delivery and import costs will be calculated later;
• e) they accept that they may be required to pay additional costs for transport, customs duties, import VAT or other costs related to delivery;
• f) they accept that, if these costs are not acceptable to them, they may request that the Manufacturer facilitate the sale of the Product in accordance with these terms.

6. Acceptance, Refusal or Cancellation of Pre-orders by the Manufacturer

The Manufacturer reserves the right to refuse, limit or cancel a pre-order in the event of:

• a) incorrect or incomplete information provided by the Customer;
• b) suspicion of fraud;
• c) an obvious pricing or description error;
• d) technical impossibility of production;
• e) legal or logistical impossibility of delivery;
• f) breach of these Terms and Conditions;
• g) other objective reasons that make performance of the pre-order impossible or unjustified.

If the Manufacturer cancels the pre-order, the Customer will be informed at the email address provided when placing the pre-order.

7. Price and Payment

The price displayed on the website represents only the Pre-order Price of the Product, unless expressly stated otherwise.

The Pre-order Price does not include:

• a) delivery costs;
• b) customs duties;
• c) import VAT;
• d) local taxes;
• e) customs brokerage services;
• f) transport insurance;
• g) bank fees or payment processor fees;
• h) storage, handling or return costs.

Payment may be made using the methods indicated on the website.

The Manufacturer may change the prices displayed on the website for the future. A change in price does not affect pre-orders that have already been confirmed, except where there was an obvious pricing error.

8. Production and Estimated Timeframe

Fulfilment of orders will begin after the opening and commencement of operations of the factory or production line.

The estimated timeframe for preparing the Product is approximately 1 year, calculated from the date on which the factory becomes operational or from another date communicated by the Manufacturer.

The Customer accepts that this timeframe is only an estimate and may be extended for reasons such as:

• a) delays in opening the factory;
• b) delays in the supply of components;
• c) technical changes;
• d) additional testing;
• e) certifications;
• f) legislative changes;
• g) international logistics issues;
• h) customs restrictions;
• i) force majeure;
• j) other circumstances beyond the Manufacturer's control.

The Manufacturer will use reasonable efforts to inform the Customer about significant delays.

9. Product Characteristics

The images, presentations, renderings, video materials, descriptions and specifications displayed on the website are for informational purposes.

The final Product may undergo reasonable changes in design, dimensions, components, software, packaging, interface, accessories or functionalities, provided that such changes do not affect the Product's main intended purpose.

The Manufacturer does not guarantee that the image displayed on the Customer's monitor or device will exactly reflect the actual color, texture, brightness or appearance of the Product.

10. Delivery and Import Costs

Delivery and Import Costs cannot be determined definitively on the date the pre-order is placed.

After the Product is ready for delivery, the Manufacturer will communicate to the Customer, where possible:

• a) the cost of transport;
• b) the available delivery method;
• c) the estimated delivery timeframe;
• d) any known customs or import duties;
• e) the documents required for import;
• f) the payment instructions for the additional costs.

The actual costs may depend on the destination country, the weight and dimensions of the parcel, the method of transport, the declared value, customs duties, the VAT regime, customs brokerage services and the rules of the authorities in the Customer's country.

The Customer is responsible for checking the import rules of the destination country.

11. Acceptance of Delivery Costs

After the delivery and/or import costs have been communicated, the Customer may:

• a) accept the costs and pay the required additional amounts; or
• b) refuse the costs if they are not acceptable to them.

If the Customer accepts the costs, the Manufacturer will arrange shipment of the Product after confirmation that all amounts due have been paid.

If the Customer refuses the costs, they may request application of the mechanism for sale of the Product to a third party under Section 12.

12. Sale of the Product to a Third Party at the Customer's Request

If the Customer does not accept the delivery and/or import costs, they may request that the Manufacturer handle the sale of the Product to another buyer.

In such case, the Customer authorizes the Manufacturer to take reasonable steps for the promotion, negotiation and sale of the Product.

After the Product has been sold and the price has actually been received from the third-party buyer:

• a) the Customer shall be reimbursed, as a priority, the amount initially paid as the Pre-order Price;
• b) if the net sale price exceeds the amount initially paid by the Customer, the net surplus shall be distributed as follows:
  • 80% to the Customer;
  • 20% to the Manufacturer as remuneration for intermediary, promotional, negotiation and sale administration services.

Net surplus means the difference between the price actually received from the sale of the Product and the amount initially paid by the Customer, after deduction of the direct costs related to the sale, if any.

The Manufacturer does not guarantee that the Product will be sold within a certain period or at a certain price.

If the Product is not sold within 90 days, the parties may agree on one of the following solutions:

• a) reduction of the sale price;
• b) continuation of the promotion efforts;
• c) delivery to the Customer upon payment of the related costs;
• d) another solution agreed in writing.

13. Cancellation of the Pre-order by the Customer

The Customer may request cancellation of the pre-order by sending a request to sales@dilan-mirrors.com.

The pre-order may be cancelled only within 14 days from the date of payment, in which case the payment will be returned within a reasonable period. If the pre-order is cancelled more than 14 days after the date of payment, the payment will be refunded within a reasonable period only after the mirror has been manufactured and resold. For the entire period until the refund is made, no penalties and/or interest and/or other compensation payments shall accrue. Reasonable period means up to 20 banking days from the date of occurrence of the event from which this period is calculated.

If cancellation is requested before the Manufacturer has started manufacturing, customization, reservation of components or other operations specific to the Product, the Manufacturer may refund the amount paid, subject to deduction of any bank or payment processor fees that cannot be recovered.

If cancellation is requested after manufacturing, customization or acquisition of components specific to the Product has begun, the Manufacturer may retain the costs actually incurred, to the extent permitted by law.

If the Customer qualifies as a consumer, this clause applies only to the extent that it does not limit the mandatory rights granted by the applicable consumer protection legislation.

14. Returns After Delivery

If the Product has been delivered, the Customer must inspect it immediately upon receipt.

Any visible defect, damage, wrong product or shortage must be reported to the Manufacturer within a reasonable period at sales@dilan-mirrors.com, together with photos, video and a description of the issue.

The returned Product should, where possible, be in the same condition in which it was received, with the original packaging, accessories and proof of purchase.

If the return is caused by a confirmed defect, a wrong product or an error attributable to the Manufacturer, the Manufacturer will bear the reasonable return costs or will propose replacement, repair or reimbursement.

If the return is requested for reasons attributable to the Customer, including a change of mind, an incorrect order, incorrect delivery details, refusal to collect the shipment or reasons unrelated to a defect in the Product, the Customer shall bear the return costs and the Manufacturer may retain the direct costs actually incurred, to the extent permitted by law.

15. Incorrect Address, Failure to Collect the Parcel and Failed Delivery

The Customer is responsible for providing a complete and correct delivery address.

The Manufacturer is not liable for delays, additional costs, losses or returns caused by:

• a) an incorrect address;
• b) an incorrect phone number;
• c) the Customer's absence at delivery;
• d) failure to collect the parcel;
• e) refusal to pay customs or import duties;
• f) refusal to accept the parcel.

If the Product is returned to the Manufacturer for reasons attributable to the Customer, the Manufacturer may require the Customer to pay the costs of return, re-storage, re-shipment or other direct costs.

16. Tracking and Delivery

After the Product has been shipped, the Manufacturer or the carrier may provide the Customer with a tracking number.

Tracking updates may be delayed depending on the carrier, logistics systems, customs and the destination country.

The communicated delivery timeframes are estimates. The Manufacturer is not liable for delays caused by carriers, customs authorities, tax authorities or other public authorities.

17. Warranty and Conformity

The Product benefits from the applicable legal warranty under the relevant legislation and, where applicable, from the commercial warranty offered by the Manufacturer.

The warranty does not cover:

• a) use contrary to the instructions;
• b) incorrect installation;
• c) connection to unsuitable electrical sources;
• d) mechanical damage;
• e) contact with liquids, excessive humidity or unsuitable operating conditions;
• f) unauthorized hardware or software modifications;
• g) interventions carried out by unauthorized persons;
• h) normal wear and tear;
• i) damage caused during transport arranged by the Customer;
• j) defects caused by improper use.

The exact warranty terms may be set out in a separate warranty certificate or in a warranty policy published on the website.

18. Future Equity / Conversion into an Investment Instrument

At the Customer's request, the Manufacturer may consider the possibility of offering, instead of delivery of the Product, a Future Equity mechanism, future shares, future equity interests, future economic rights or another similar investment instrument.

This option:

• a) is not automatically included in the pre-order;
• b) does not constitute a public offer of securities;
• c) does not constitute investment advice;
• d) does not guarantee profit;
• e) does not guarantee the listing of the company, the sale of the company or the distribution of dividends;
• f) does not produce legal effects without a separate agreement;
• g) may be subject to KYC/AML checks;
• h) may be unavailable in certain jurisdictions;
• i) may require corporate approvals, investment documents or compliance with the requirements of the competent authorities.

The Manufacturer may refuse such conversion if it would violate the applicable law or would require special authorizations.

Any conversion of the amount paid into an investment instrument shall be made only through a separate document signed by the parties, which shall regulate at least:

• a) the amount converted;
• b) the type of right granted;
• c) the conversion terms;
• d) the investment risks;
• e) the absence of a profit guarantee;
• f) the exit conditions;
• g) the applicable law;
• h) the investor restrictions.

19. Prohibited Use of the Website

The Customer is not entitled to use the website:

• a) for unlawful purposes;
• b) to transmit viruses, malicious code or cyberattacks;
• c) for unauthorized collection of data;
• d) for spam, phishing, scraping or other abusive actions;
• e) to infringe intellectual property rights;
• f) to provide false or misleading information;
• g) for fraud or attempted fraud;
• h) to breach the applicable law.

20. Intellectual Property

All rights in the website, the name, the trademark, logos, images, texts, presentations, design, software, video materials, renderings and documentation belong to the Manufacturer or its partners.

The Customer may not copy, reproduce, modify, distribute, sell, resell or exploit any part of the website or the Manufacturer's materials without the Manufacturer's prior written consent.

21. Personal Data and Cookies

The processing of personal data and the use of cookies are carried out in accordance with the Privacy Policy published on the website.

22. Commercial Communications, Email and SMS

The Customer may receive communications related to the order, payment, delivery, production updates, technical support or other transactional information.

Marketing communications by email or SMS will be sent only under the conditions permitted by law and, where necessary, on the basis of the Customer's consent.

The Customer may unsubscribe from marketing communications by using the instructions included in the messages received or by contacting the Manufacturer.

23. Limitation of Liability

To the extent permitted by law, the Manufacturer is not liable for:

• a) delays caused by external factors;
• b) the impossibility of import into the Customer's country;
• c) unforeseen customs duties, VAT or local costs;
• d) delays by carriers;
• e) incorrect information provided by the Customer;
• f) indirect losses;
• g) loss of profit;
• h) business losses;
• i) temporary inability to use the Product;
• j) minor differences between the final Product and the presentation materials.

Nothing in these Terms limits the mandatory consumer rights provided by law.

24. Modification of the Website, Services and Terms

The Manufacturer may modify the website, functionalities, products, prices, policies and these Terms and Conditions.

The version applicable to a pre-order is the version accepted on the date the pre-order is placed, except where changes are required by law or are for the benefit of the Customer.

25. Suspension or Termination of Access

The Manufacturer may suspend or terminate the Customer's access to the website or account in the event of:

• a) breach of these Terms;
• b) fraudulent use;
• c) cyberattacks;
• d) provision of false information;
• e) non-payment;
• f) abusive behavior;
• g) other breaches of the law or of the Manufacturer's rights.

Obligations arising before termination remain valid.

26. Force Majeure

The Manufacturer is not liable for non-performance or delayed performance of its obligations if this is caused by events beyond its control, including war, pandemics, government restrictions, logistics blockages, lack of components, strikes, fires, disasters, supply chain disruptions, customs issues or other similar events.

27. Complaint Resolution

The Customer may submit complaints to sales@dilan-mirrors.com.

The complaint must include:

• a) the Customer's name;
• b) the pre-order number;
• c) a description of the issue;
• d) relevant documents or photographs, where applicable;
• e) the requested remedy.

The Manufacturer will review the complaint within a reasonable period and will attempt to resolve the matter amicably.

28. Governing Law and Jurisdiction

These Terms and Conditions are governed by the laws of Ireland, subject to the mandatory rules applicable to consumers.

Disputes shall be resolved amicably and, in the absence of an amicable resolution, by the competent courts in accordance with the applicable law.

29. Final Provisions

The Customer may assign their rights and/or obligations only with the Manufacturer's written consent. Transfer of the website account to other persons is prohibited, but may be accepted by the Manufacturer upon the Customer's written and reasoned request.

In the event of succession, the successors shall contact the Manufacturer and present the documents confirming this to sales@dilan-mirrors.com.

If a clause in these Terms is declared null or unenforceable, the remaining clauses remain valid.

Failure by the Manufacturer to exercise a right does not constitute a waiver of that right.

These Terms and Conditions, together with the Privacy Policy and any accepted special conditions, constitute the agreement between the Customer and the Manufacturer.

33. Important Information