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- All sales require an initial fifty (50%) percent deposit, with the balance (including delivery, insurance and other related charges as well as sales or other taxes) to be paid before delivery, unless other arrangements have been agreed to, in writing, by Seller.
- Unless specifically stated to the contrary, all delivery, packing, crating, shipping, in-transit insurance, local delivery, uncrating and installation charges, as well as sales or other taxes are in addition to the stated purchase price.
- Seller’s merchandise will substantially conform to the description offered hereof, except that such merchandise may vary slightly in finish, weave, color match, tone, graining, texture or pattern from description, sample or manufacturer’s tearsheet. Described sizes are approximate only. If the manufacturer of a product provides a manufacturer’s warranty, and such warranty is transferable to Purchaser, then Purchaser shall be afforded all rights, solely against manufacturer, and not the Seller, as provided for in the manufacturer’s warranty. ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE EXPRESSLY EXCLUDED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Any oral statements about Seller’s merchandise made by Seller’s employees or agents do not constitute warranties, shall not become a part of this Agreement and shall not be relied upon by Purchaser.
- Any required manufacturing of merchandise will not begin until Purchaser’s deposit is received by Seller and COM or COL, if applicable, are received by the manufacturer.
- Quoted delivery dates are approximate dates only. Seller shall not be responsible for any delay in delivery or failure in performance for any cause beyond Seller’s control (including, but not limited to, labor, disputes, failure or delay of sources to supply, transportation difficulties, accidents, fires or acts of God) or any event which interferes with Seller’s normal business operations.
- Seller is not responsible and Purchaser is not relieved of its obligations where on-site conditions or limitations prevent delivery. In all cases, it is the responsibility of Purchaser to determine that the size of the completed items can be accepted by elevators, entry doors and other points of entry.
- Prices quoted herein are applicable solely to this order.
- All shipments are made F.O.B. place of origin. Delivery arrangements are the responsibility of Purchaser and copy of such arrangements should be forwarded to Seller. If Seller arranges for delivery of the merchandise, the carrier shall be deemed the agent of Purchaser. Seller shall not be responsible, in any event for any damage caused to the merchandise during shipment, or in storage. Purchaser should report, in writing, such damage directly to the carrier. All claims for freight overcharge or damage to goods while in transit must be settled with the carrier.
- Accepted orders may not be canceled without Seller’s prior written consent. No cancellation will in any event be authorized five (5) days after the order is placed. A twenty-five (25%) percent (of the price) cancellation charge will be imposed on any order which is canceled by Seller after Purchaser’s request.
- ALL SALES ARE FINAL. Accepted merchandise may not be returned.
- All claims against Seller, including defects, shortages and errors, must be made in writing within one (1) day after receipt of the merchandise. Failure to make any claim against Seller within such one (1) day period shall constitute acceptance of the merchandise and a waiver of said defects, shortages, errors or other claims.
- In no event shall Seller be liable for any consequential damages or shall Seller’s liability, for any reason, exceed the amount actually paid by Purchaser to Seller for the subject merchandise.
- (a) Payment in full is due on receipt of Seller’s invoice. Purchaser does not have the privilege of purchasing goods or services from Seller on credit.
(b) A service charge will be imposed on any portion of the invoice which remains unpaid for thirty (30) days or more after receipt at the monthly rate of one and one-half (1 1/2%) percent [which corresponds to an ANNUAL PERCENTAGE RATE of eighteen (18%) percent] or the highest amount permitted by law, whichever is less.
- If payment is not made in full within thirty (30) days of invoice, Purchaser shall be charged the cost of transfer and storage. Purchaser bears the risk of loss or damage during such transfer and storage.
- Purchaser will be liable for all reasonable costs, expenses and fees, including attorney’s fees, incurred by Seller in collecting monies due or to become due hereunder.
- Any action for Seller’s breach of this agreement must be commenced by Purchaser within one (1) year after the cause of action has accrued.
- All monies paid on account of this order shall be credited to the account of the named Purchaser. Seller’s acceptance of payment from anyone other than Purchaser shall be as an accommodation only and shall not create a vendor-vendee relationship express or implied with a payee other than the Purchaser.
- This agreement shall be governed by the laws of the State of New York, and cannot be modified, except by a further writing signed by Seller.
- Any controversy or claim arising out of or relating to this agreement or the breach thereof, shall be settled by arbitration in the City and State of New York in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.
- Terms and conditions on the face and reverse hereof constitute the entire agreement and supersede any contrary provisions of Purchaser’s purchase order, if any. No course of prior dealings between the parties and no trade usage shall be relevant to supplement or explain any term herein, This document shall be binding either (a) when signed and returned by Purchaser; (b) when retained by Purchaser for five (5) days without objection; or (c) when Purchaser has otherwise confirmed acceptance.
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