TERMS & CONDITIONS OF SALE
All orders are subject to the following terms & conditions.
CANCELLATION & CHANGES In the event that this proposal is accepted (confirmed) by the Buyer & becomes an order, it is understood & agreed that it cannot be cancelled except by mutual consent. The Seller’s order acknowledgement is final & binding & any subsequent changes are subject to Seller’s ability to conform & are dependent upon factory approval. Changes in quantity or specifications are subject to approval by Seller & manufacturer. Resulting additional charges from the manufacturer shall be paid by the Buyer. All requests for changes in quantity or specification shall be delivered to the Seller in writing.
PAYMENT & SECURITY INTEREST A minimum deposit of 60% is required upon acceptance of the product order. The Buyer agrees to pay each invoice within fifteen (15) days of the invoice date. Merchandise will be invoiced on delivery. Acceptance of delivery constitutes acceptance of the merchandise as delivered. No payment shall be withheld on any invoice because of partial delivery of the entire order unless special terms are negotiated prior to order placement. Customer shall make final inspection immediately following completion of installation & before occupancy & at that time provide Seller with a final list of items to be corrected (punch list). Failure to make any claim for defect of any kind at the time such inspection should have been made shall constitute acceptance of the labor, materials & product provided & waiver of such claims. Buyer retains the right to withhold 5% of payment due until correction of all punch list items is completed. Credit card transactions may not exceed $10,000 unless special terms are negotiated prior to order entry and a convenience fee will apply where allowed by state law. A $50 charge will be assessed on returned checks. The Buyer agrees to pay a service charge of 1½ percent per month at the annual percentage rate of 18% on all delinquent invoices. The undersigned agrees to pay all collection costs including but not limited to expenses, collection costs, attorney fees & court costs. In the event that special materials, fabrics or services (such as COM, COL, etc.) must be ordered by the Seller from a secondary vendor for delivery to the primary vendor, the Buyer will consider such materials, fabrics or services acceptable for purposes of payment at the time of delivery to the primary vendor. To secure full payment & performance of all Buyer’s obligations to Seller, however arising, Buyer hereby grants to Seller a security interest in all the merchandise sold hereunder, & in any proceeds thereof & any present & future attachments or additions thereto. Buyer agrees that a copy of this contract maybe filed & will be sufficient as a financing statement under the Uniform Commercial Code in order to perfect such security interest, & further agrees Seller may execute any other documents deemed necessary by Seller to give full legal affect to the provisions of this paragraph. All of the rights & remedies of Seller provided herein shall be cumulative & in addition to any other rights & remedies provided by law. Waiver by Seller of any breach of any provision hereof shall not constitute a waiver of any other breach.
CLAIMS The Seller will file claims for transportation damage for all furniture delivered by Seller & damaged merchandise will be repaired or replaced. Shipping and Handling claims that are un-reimbursable as a result of Buyer’s delays or other causes not within Seller’s control are the responsibility of the Buyer. On drop shipments, it will be the Buyer’s responsibility to inspect the merchandise & to file shipping and handling claims in the event of damage.
DELAYS In the event that construction delays or other causes not within Seller’s control force postponement of delivery or installation, the product will be stored until delivery or installation can be resumed, & will be considered accepted by the Buyer for purpose of payment. In such event, the Buyer shall reserve the right to withhold 10% (for 60 days max.) of the invoice amount of such shipments against the completion of the contract. The Buyer shall pay transfer & storage charges incurred after 10 days from receipt of goods on LTL orders. On truckload or greater orders, storage charges will be incurred based on receipt of goods.
PRICES SUBJECT TO CHANGE WITHOUT NOTICE Some manufacturers & suppliers are following the “price prevailing at time of shipment policy,” therefore, when applicable, we will invoice the price prevailing at time of shipment.
RETURN GOODS All merchandise, stock or otherwise, may be returned only with approved written authority by Seller & will be subject to a minimum 75% restocking charge plus freight & handling costs.
WARRANTY Manufacturer warranty terms are available at your request & through your sales representative.
DESIGN All Seller design proposals, including space plans, color schemes, drawings, blueprints & presentation boards are the exclusive property of Seller & use of them by other parties is prohibited until a contract is consummated.
TAXES Prices include estimated applicable sales, use, excise or any other tax or surcharge at time of quote. Any applicable taxes will be actual at time of invoicing & the Buyer agrees to pay same. Buyers exempt from taxes will furnish Certificates of Exemption at time of execution of this agreement.
SHIPPING & HANDLING All orders shipped to a warehouse will incur shipping & handling charges and are included in pricing unless otherwise indicated. Exception: All audio visual orders & those which change shipping destination after proposal acceptance by the Buyer do not include shipping & handling in pricing unless otherwise indicated & will be added to final invoices.
DEFAULT Buyer shall be in default if: (a) Buyer fails to pay any fees and charges when due; (b) breaches any of the terms and conditions hereof or of any separate agreement between Buyer and Seller; (c) ceases the conduct of active business; (d) any proceedings under any insolvency laws are instituted against Buyer; or (e) Buyer makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they come due. Seller may terminate any agreement it has with Seller, and Seller shall pay all accrued fees and charges.
ASSIGNMENT Seller may assign or transfer its rights to your account, or any portion thereof, without prior notice.
GOVERNING LAW These terms and conditions shall be governed by and construed in accordance with the laws of the State of Missouri, St Louis County without giving effect to choice of law provisions. All claims against Seller arising out of its provision of goods and services must be filed in Missouri, St Louis County. Applicant consents to the jurisdiction of Missouri, St Louis County courts.
SEVERABILITY The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. Any invalid or unenforceable provision shall be deemed severed from this Agreement to the extent of its invalidity or unenforceability, and this Agreement shall be construed and enforced as if the Agreement did not contain that particular provision to the extent of its invalidity or unenforceability.
AUTHORITY Buyer agrees that any person executing this document has the authority to do so, and to bind you to the terms and conditions listed.
DELIVERY & INSTALLATION In the event that delivery &/or installation is required as a part of this proposal, & in order to provide the most cost-effective bid for product installation & delivery, we have based our price on the following provisions which shall apply:
- Condition of Job Site The job site shall be clean, clear & free of debris prior to installation.
A Premises shall be in readiness to receive goods. All construction work, painting, ceiling installation, carpet installation, utility installation & other work, shall be complete prior to the start of delivery of product to the job site. On large projects, “complete” refers to the phase for which we are receiving product at that time.
B Doorways, openings & elevators, shall be of sufficient size & carrying capacity to permit delivery of goods without dismantling the product.
C Installation shall be performed in accordance with plan specifications (if provided) or with adequate personal directions of the authorized representative of the Buyer. We will review our schedule for delivery of product with the General Contractor or the authorized representative of the Buyer prior to receipt of product at the site. In order to facilitate timely movement of product, exclusive use of an elevator & dock during receipt of product will be required. Exceptions to these stated conditions could/will result in additional charges.
- Job Site Services
A Electric current, heat, hoisting &/or elevator service will be furnished to the installer without charge. Adequate facilities for offloading, staging, moving & handling of merchandise shall be provided to the Seller.
B Parking space shall be available for loading & unloading vehicles at a point immediately adjacent to the loading platform or service entrance.
C Products delivered & brought onto the job site as scheduled shall be inspected & conditionally accepted by the Buyer. Security & safeguarding of the delivered products will be the responsibility of the Buyer.
D The authorized representative of the Buyer will walk the completed space, prior to installation, with the Seller Project Manager, Seller Salesperson & Installation Foreman to note building conditions. If a walkthru is not done, the Installation Company will not be responsible for damages to the building.
E The contract time for completion is stated in terms of working days. We will complete the project in this agreed-to time frame. If the start date is delayed because of any job site conditions, it will affect the completion date & may involve additional installation charges.
- Special Packaging or Handling If special packaging or handling is required that is not contained in the specifications, it will be subject to extra charge to the Buyer.
- Delivery During Normal Business Hours Delivery & installation will be made during normal working hours. Additional labor costs resulting from overtime work performed at the Buyer’s request or resulting from labor or building conditions will be paid by the Buyer. Additional cost issues will be brought to the attention of the General Contractor or the authorized representative of the Buyer at the time they occur.
- Storage Space Provided the merchandise does not arrive at the site earlier than the date requested, safe & adequate storage space will be provided by the Buyer. If the space provided is inadequate & requires excessive sorting or storage cost, such excess cost will be reimbursed by the Buyer. If the merchandise must be moved due to progress of other trades or other reason, the extra cost of such moving will be reimbursed by the Buyer.
- Erection & Assembly Seller’s ability to erect or assemble product knocked-down or to permanently attach, affix, or bolt in place movable furniture is dependent on jurisdictional agreements. If trade regulations enforced at the time of installation require the use of tradesmen at the site other than the Seller’s own installation personnel, resulting additional costs will be paid by Buyer.
- Damage After arrival at the site, any loss or damage by weather, other trades such as painting or plastering, fire, theft, or other elements out of the control of the buyer &/or seller shall be the responsibility of the Buyer, & the Buyer agrees to hold the Seller harmless from loss for such reasons.
- Insurance Public Liability, Workmen’s Compensation, Property Damage, Automotive & Occupational Disease insurance are carried by the Seller & certificates will be delivered upon request. Fire, Tornado, Flood & other insurance at the site will be provided & paid for by the Buyer.
QAP/SERVICE QAP and/or service program will start upon system acceptance or usage of system by client, in whole or in part- which ever happens first.
NO OTHER AGREEMENTS There are no other agreements expressed or implied other than those specified herein & those set forth in the agreement, proposal or sales order, specifications or delivery & installation schedules. The terms & conditions set forth herein & in the above mentioned documents may not be varied except upon written approval of both Buyer & Seller.