Dmitriy & Co Terms & Conditions: Legal Risks and Contractual Pitfalls Revealed | Erayaha

## When We Examined Dmitriy & Co’s Terms: Four Legal Risks That Could Cost Millions

Imagine a scenario where a client disputes a $100,000 order due to product defects, only to find themselves unable to recover losses because of ambiguous liability waivers and warranty exclusions. Our analysis of Dmitriy & Co’s Terms & Conditions reveals several high-impact legal and logical risks that could expose both the company and its clients to significant financial and regulatory consequences.

1. Ambiguous Limitation of Liability—Unenforceable Exclusions Dmitriy & Co’s warranty and disclaimer section attempts to exclude all liability for consequential damages and commercial loss. However, the language is overly broad and likely unenforceable in many U.S. jurisdictions, especially for consumer transactions. Courts routinely strike down such blanket exclusions, exposing companies to unexpected litigation and damages that can exceed $500,000 per claim in product liability cases.

Legal Analysis

critical Risk

Removed

Added

Except as prohibited by applicable law, D&Co assumes no’s liability for commercial loss and/or consequential damages that may arise as a result of any product defect. The foregoing warranty is in lieu shall be limited to the replacement or repair of and excludes all other warranties not expressly set forth hereinthe product, whether express or implied by operationrefund of law or otherwise, including, butthe purchase price. D&Co does not limited toexclude liability for damages resulting from gross negligence, any implied warrantieswillful misconduct, or personal injury. Any exclusion of merchantabilityconsequential or fitnesscommercial damages shall not apply where prohibited by law.

Legal Explanation

The original clause is overly broad and likely unenforceable, especially in consumer transactions. The revision clarifies permissible limitations and ensures compliance with UCC §2-719 and state consumer protection laws, reducing the risk of invalidation and costly litigation.

2. One-Sided Remedies and Forfeiture of Deposit The remedies clause allows Dmitriy & Co to cancel orders and forfeit client deposits as liquidated damages for any breach, without providing reciprocal remedies for clients. This lack of mutuality and specificity creates a risk of the clause being deemed unconscionable or void, potentially resulting in costly disputes and regulatory scrutiny under UCC §2-718 and state consumer protection laws.

Legal Analysis

high Risk

Removed

Added

If the client fails to make payment or collection in accordance with the terms ofmaterially breaches this agreement or otherwise fails to comply with any provision hereof, D&Co may, at its optionafter providing written notice and a reasonable opportunity to cure, cancel any portion of thisthe order, and retain the goods and declare a forfeiture of the deposit as liquidated damages. Additionally, D&Co reservesprovided such amount is a reasonable estimate of anticipated loss. Clients shall also have the right to alter the terms of future transactions with accounts in defaultseek remedies for any material breach by D&Co.

Legal Explanation

The original clause is one-sided and lacks mutuality, risking a finding of unconscionability. The revision adds notice, cure, and mutual remedies, aligning with UCC §2-718 and improving enforceability.

3. Waiver of Claims for Delay—Potential UCC and Consumer Law Violation The force majeure and lead time provisions state that acceptance of goods waives all claims for delay. This blanket waiver may violate UCC §2-719 and state consumer protection statutes, especially if delays are substantial. Businesses have faced class actions and settlements exceeding $1M for similar provisions that attempt to preclude statutory rights.

Legal Analysis

high Risk

Removed

Added

Acceptance by client of any goods shall constitute a waiver bydoes not waive the client of any claim for’s statutory rights to seek damages on accountfor unreasonable or material delays, except as permitted by applicable law. Any waiver of any delay claims must be knowing, voluntary, and in completion of such goodscompliance with UCC §2-719 and consumer protection statutes.

Legal Explanation

The original clause attempts to waive statutory rights, which is unenforceable in many jurisdictions. The revision preserves necessary rights and ensures compliance with UCC and consumer law.

4. Intellectual Property—Overly Broad Restrictions Without Carve-Outs The intellectual property section prohibits any use of D&Co’s IP without written consent, but does not include exceptions for fair use, client marketing, or necessary disclosures. This could stifle legitimate client activity and create friction, potentially leading to disputes or claims of anticompetitive conduct—exposing the company to reputational and legal risk.

Legal Analysis

medium Risk

Removed

Added

None of theExcept as otherwise permitted by law (including fair use), or as necessary for client marketing, portfolio, or compliance purposes, no intellectual property may be used, reproduced, transmitted, distributed, modified, or exploited in any way without D&Co'’s prior written consent.

Legal Explanation

The original clause is overly broad and fails to account for statutory exceptions. The revision introduces carve-outs for fair use and necessary disclosures, reducing risk of anticompetitive claims and client disputes.

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Key Takeaways and Business Implications Our review highlights how ambiguous, one-sided, or overly broad clauses can undermine contract enforceability and expose businesses to regulatory fines, litigation costs, and reputational harm. Proactive redlining and legal review can prevent losses that routinely reach six or seven figures in the design and manufacturing sector.

Are your contracts exposing you to hidden risks? How would a regulatory audit view your terms? What is the cost of a single unenforceable clause?

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This analysis is for educational purposes only and does not constitute legal advice. For actual legal guidance, consult with a licensed attorney. This assessment is based on publicly available information and professional legal analysis. See erayaha.ai’s terms of service for liability limitations.