Custom Furniture: General Terms and Conditions For Sara Palacios Designs
CUSTOM FURNITURE AGREEMENT: ACCEPTANCE OF ORDERS IS BASED ON THE EXPRESS CONDITION THAT BUYER AGREES TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. ACCEPTANCE OF DELIVERY BY BUYER WILL CONSTITUTE BUYER'S ASSENT TO THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS REPRESENT THE COMPLETE AGREEMENT OF THE PARTIES, AND NO TERMS OR CONDITIONS IN ANY WAY ADDING TO, MODIFYING OR OTHERWISE CHANGING THE PROVISIONS STATED HEREIN SHALL BE BINDING UPON MANUFACTURER UNLESS MADE IN WRITING AND SIGNED AND APPROVED BY AN OFFICER OF MANUFACTURER. NO MODIFICATION OF ANY OF THESE TERMS WILL BE AFFECTED BY MANUFACTURER'S SHIPMENT OF GOODS FOLLOWING RECEIPT OF BUYER'S PURCHASE ORDER, SHIPPING REQUEST OR SIMILAR FORMS CONTAINING PRINTED TERMS AND CONDITIONS CONFLICTING OR INCONSISTENT WITH THE TERMS HEREIN.
PRICES AND TERMS
All prices are F.O.B. factory. A minimum non-refundable deposit of fifty percent (50%) of the purchase price is required to initiate order fulfillment. All accounts shall be paid net when invoicedA service charge of the lesser of 1 1/2% per month or the maximum permissible rate will be added to all accounts not paid within sixty (60) days from the date of invoice for final balance due. Orders must be paid in full, including shipping, handling, crating and packing, STORAGE, taxes and service charges prior to shipping.
Storage Fees. Additional storage fees of 3% per month will be charged to store merchandise if not picked up within sixty (60) days from the date of invoice for the final balance due.
CANCELLATION OF ORDERS
ALL GOODS ARE CUSTOM MADE TO ORDER SPECIFICATIONS. ORDERS ARE NOT CANCELABLE AFTER THREE (3) WORKING DAYS, OR RETURNABLE. CHANGES IN ORDERS, RETURNS OR CANCELLATIONS REQUIRE PRIOR WRITTEN APPROVAL FROM MANUFACTURER. SUCH ORDERS WILL BE SUBJECT TO CHANGE, CANCELLATION OR STOCKING FEES UP TO 50% OF THE NET SELLING PRICE.FORCE MAJEURE
All quoted completion and delivery dates are estimates only. Manufacturer shall not be liable for delays in completion or shipment or default in delivery for any reason of force majeure or for any cause beyond Manufacturer's reasonable control including, but not limited to, (a) government action, war, riots, civil commotion, embargoes or martial laws, (b) Manufacturer's inability to obtain necessary materials from its usual sources of supply, (c) shortage of labor, raw material, production or transportation facilities or other delays in transit, (d) labor difficulty involving employees of Manufacturer or others, (e) fire, flood or other casualty, or (f) other contingencies of manufacture or shipment. In the event of any delay in Manufacturer's performance due in whole or in part to any cause beyond Manufacturer's reasonable control, Manufacturer shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by Buyer of any goods shall constitute a waiver by Buyer of any claim for damages on account of any delay in delivery of such good
All taxes and excises of any nature whatsoever now or hereafter levied by governmental authority, whether federal, state or local, either directly or indirectly, upon the sale or transportation of any goods covered hereby shall be paid and borne by Buyer.
TITLE / RISK OF LOSS
Delivery of goods to the carrier shall be deemed delivery to Buyer, and thereupon title to such goods, and risk of loss or damaged, shall be Buyer's. Any claim by Buyer against Manufacturer or carrier for shortage or damage occurring prior to such delivery must be made in writing within seventy-two (72) hours after receipt of shipment and accompanied by original transportation bill signed by the carrier noting that the carrier received the goods from Manufacturer in the conditions claimed. All deliveries are subject to the accompanying Freight Receiving Rules.
METHOD OF SHIPMENT
The manufacturer will handle product shipments unless Buyer specifies shipment method. Any shipments returned to Manufacturer as a result of Buyer's unexcused delay or failure to accept delivery will require Buyer to pay all additional costs incurred by Manufacturer INCLUDING STORAGE FEES.
WARRANTY AND DISCLAIMER
Except as specified herein, Manufacturer warrants that any goods sold here under will be free from defects in workmanship and materials for one (1) year. This warranty does not apply to damage or breakage resulting from misuse, accidents, abuse, neglect, mishandling or wear resulting from normal use. Defective products will be replaced within the normal production time period required to reorder and manufacture the same product.
Many wood and metal finishes are applied by hand and may vary in color, tone, and character. While Manufacturer will make every effort to match a finish, no guarantee can be made of an exact match. The manufacturer does not guarantee finishes against fading and oxidizing. Variations in color and veining are inherent in stone and wood and considered to be part of the natural beauty. Furniture and lighting are handmade and therefore is subject to slight variations.
LIMITATION OF REMEDIES
MANUFACTURER SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL LOSSES, DAMAGES OR EXPENSES, DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING OR USE OF THE GOODS, OR FROM ANY OTHER CAUSE WITH RESPECT TO THE GOODS OR THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY IN TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY. MANUFACTURER'S LIABILITY HERE UNDER IN ANY CASE IS EXPRESSLY LIMITED, AT MANUFACTURER'S ELECTION, TO REPAIR OR REPLACE (IN THE FORM ORIGINALLY ORDERED) OF GOODS NOT COMPLYING WITH THIS AGREEMENT, OR TO THE REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE PURCHASE PRICE OF SUCH GOODS.
ANY CLAIM BY BUYER WITH REFERENCE TO THE GOODS SOLD HERE UNDER FOR ANY CAUSE SHALL BE DEEMED WAIVED BY BUYER UNLESS SUBMITTED TO MANUFACTURER IN WRITING WITHIN THIRTY (30) DAYS FROM THE DATE BUYER DISCOVERED, OR SHOULD HAVE DISCOVERED, ANY CLAIMED BREACH.
REMEDIES UPON DEFAULT
The manufacturer requires payment for any shipment here under in advance. If Buyer fails to make payment in accordance with the terms of this agreement or otherwise fails to comply with any provision hereof, Manufacturer may, at its option, cancel any unshipped portion of this order, retain the goods and declare a forfeiture of the deposit as liquidated damages. In the alternative, Manufacturer shall have the right to appropriate and apply the goods to payment due here under. The manufacturer may proceed to sell or otherwise dispose of the goods at public or private sale for cash or credit; provided, however, that Buyer shall be credited with the proceeds of such sale only when the proceeds are received by Manufacturer. If any notification or intended disposition is required by law, such notification shall be deemed reasonably and properly given if mailed at least ten days before such disposition, postage prepaid, to Buyer at the Buyer's address set forth on the face side hereof. Any proceeds of the goods may be applied by Manufacturer to the payment of expenses and costs to exercise Manufacturer's rights here under, and any balance of such proceeds shall be applied against Buyer's account in such order as Manufacturer shall determine in its sole discretion. Buyer will remain liable for the balance of all unpaid accounts.
All of Manufacturer's drawings, descriptive matter, weights, dimensions, descriptions and illustrations contained in the Manufacturer's catalogs, prices lists or advertisements are close approximations only and intended to give a general description of the goods and shall not form part of this agreement. Furniture and lighting is handmade and therefore is subject to slight variations. All sizes as indicated in the price list are within 1/2" variance
Waiver by Manufacturer of any breach of these terms and conditions shall not be construed as a waiver of any other breach, and failure to exercise any right arising from any default here under shall not be deemed a waiver of such right at any subsequent time.
In the event that any one or more of these terms or conditions is held invalid, illegal or unenforceable, such provision or provisions shall be severed and the remaining terms and conditions shall remain binding and effective.
This agreement shall be deemed to have been executed and delivered at Sara Palacios Studio, Los Angeles, Ca. This agreement and all rights and obligations hereunder, including matters of construction, validity, and performance shall be governed by the laws of the State of California.