1.) QUOTATIONS AND ORDERS
TERM: All prices are guaranteed for 30 days from date of quotation unless specifically stated otherwise.
a.) ACCEPTANCE: All orders require a signed purchase order or subcontract from Customer. Otherwise, a Signed Quote with an authorized signature and date or an email confirmation from Customer referencing the Seller’s Quote number, Quote Date and Quote amount is acceptable. Notwithstanding the above, if the Customer requires a purchase order or subcontract to process invoices for payment, no order will be accepted from such Customer without a purchase order or subcontract.
b.) MODIFICATIONS: Any modifications to an approved and acknowledged order are subject to the Seller’s ability to conform and the manufacturer’s approval. Changes must be made via revised purchase order, change order, or signed and dated revised quote.
c.) EXCLUSIVE USE: Customer understands and agrees that the information contained in this quotation and the related drawings, plans and documents (collectively, “plans”) are Seller’s exclusive property. Seller grants Customer a limited license to use the plans solely for purposes of this order. Customer shall not disclose, use in any fashion, or reproduce, in whole or in part, the plans without Seller’s prior express written consent. Customer shall immediately return to Seller the plans and all copies thereof to Seller if Customer does not engage Seller for the work. Seller, its successors and assigns, retain all common law, statutory and other reserved rights, including copyrights, related to plans and shall have the right to bring the appropriate legal action against Customer and third parties to enforce such rights.
d.) PROGRESS PAYMENT: In the absence of any previously established terms in writing, a minimum progress payment of 50% is required at the time of order placement for all orders. For orders greater than $25,000, an additional progress payment of 40% is due from the Customer prior to product delivery, and/or upon shipment notification from the manufacturer. Based on standard industry policies, manufacturers require payment at time of order placement. All C.O.M., Quick Ships, or vendors that require payment in full at the time of the order are non-cancelable and may require payment in full from Customer at time of order placement.
2.) INVOICING
a.) PAYMENT TERMS: Subject to approval and continuation of credit by Seller, balances after any applicable progress payments will be due Net thirty (30) days from invoice date. In the event Seller does not approve the credit of the Customer or if at any time after approval of credit and before delivery, Seller, in its sole judgment, decides that the extension of further credit is unjustified, terms of payment shall be those specified by Seller, including but not limited to an additional or final payment before delivery. Assuming timely notice of shortages, damages, or errors as provided under Section 4.m.) below (“Punch List”), and until such time that Seller completes the Punch List, the Customer may withhold the lesser of i.) 150% of the cost of any merchandise that is not received in a satisfactory manner or ii.) the remaining invoice balance. Payment may not otherwise be held. After completion of any outstanding Punch List, payment is immediately due in full. No terms will be given on any order less than $5,000. A credit card will be authorized at time of order placement and then charged before delivery. Payment in full by check is also accepted. Purchases made via credit card in excess of $5,000 will have a 3% processing fee added.
b.) TIMING: Invoices for product, installation and other services will be emailed or uploaded after delivery of the product to the job site and will reflect any prior payments made per Section 1.d.) or 2.a.) above. Direct shipments from manufacturers will be invoiced upon shipment notification from the manufacturer. Services not related to purchase of product, unless otherwise negotiated, will be invoiced after the services have been rendered substantially complete, as determined by Seller. Design and Project Management planning services will be billed monthly for work performed in that month.
c.) FREIGHT: Unless otherwise noted, all applicable freight charges are included in the price quotation, and if not included in the price of the product, will be quoted and invoiced as a separate line item.
d.) TAXES: Unless otherwise noted, any applicable sales, use, excise, or any other taxes are not included in the price quotation and will be invoiced as a separate line item. Customer agrees to pay any and all applicable taxes. If Customer possesses tax exempt status, a certificate of tax exemption is to be provided prior to order placement.
e.) DELAYS: If, for any reason, Customer is unable to receive product at the job site on the mutually agreed upon Scheduled Installation Date, product will be deemed delivered and will be invoiced as if delivered. If Progress Payment terms apply, that portion typically billed upon completion, will be invoiced on Scheduled Installation Date. (Storage charges may apply. See Section 3.c.)
f.) SERVICE FEE: A service fee of 1.5% (18% APR) will be assessed on all unpaid balances after invoice due date. Customer agrees to pay this fee when billed by the Seller.
3.) OTHER CHARGES
a.) CHANGES: Customer will pay all additional charges for order changes. Any requested change in excess of 10% of the original order
value will be subjected to a Progress Payment as outlined in Section 1(d). If changes occur on the job site which are not within the previously agreed upon project scope, Seller will create a Change Order to identify all product and/or labor changes and costs. The Change Order must be approved and signed by an authorized Customer contact before the order for product can be placed and/or the labor performed. All additional charges will be billed to Customer.
b.) CANCELLATIONS:
1. All product is manufactured to customer specifications and, therefore, cannot be canceled once produced or in production, or returned. Restocking programs are not available. Any fees incurred prior to any cancellations will be billed at our standard rates.
2. C.O.M., Quick Ship and Service Part Orders cannot be changed or cancelled once the order has been placed.
c.) STORAGE AND EXTRA HANDLING IF SITE NOT READY: If job site is not available on mutually agreed upon Scheduled Installation Date, Seller will store product without charge for a maximum of (15) days from designated delivery date. Thereafter, a storage charge of 1.25% of the value of the product received per month will be assessed and paid by the Customer. If the Customer has a pre-existing contract, the applicable storage rates will be quoted and applied. Charges will also be assessed to the Customer for additional handling or redirecting of product at a standard hourly rate or actual charges if performed by a third party.
d.) EXTRA HANDLING DUE TO SITE CONDITIONS: Charges will be assessed to the Customer for excessive handling, storage and transportation incurred because of site conditions, activity of other trades, or other reasons beyond Seller’s control not specifically identified in the price quotation at a standard hourly rate, or actual charges if performed by a third party.
e.) OVERTIME: Unless otherwise stated, delivery and installation will be scheduled between 8:00 AM and 4:00 PM, Monday through Friday, excluding Holidays. Any additional labor costs resulting from overtime work performed at Customer’s request will be pai d by the Customer.
f.) SPECIAL PACKAGING OR HANDLING: Any additional charges for special packaging, handling, demurrage, or storage, not provided for in the specifications, will be paid by the Customer.
g.) PICK-UP AND DISPOSAL OF OLD FURNITURE: If Customer requests pick-up and disposal of old or replaced furniture, Seller may charge Customer at a standard hourly rate (plus disposal fees) or actual charges if performed by a third party.
h.) LEGAL FEES: Should Seller incur any expense in enforcing any terms, covenants, conditions, representations, or warranties of
this Agreement, the party in default will pay to the other all expenses so incurred including reasonable attorney’s fees, collection fees, etc.
4.) DELIVERY AND INSTALLATION
a.) SELLER’S RESPONSIBILITIES: Other than for Drop Shipments, as described in Section 4.C., Seller assumes responsibility to receive, inspect, stage, deliver and install Customer’s goods. All furnishings will be clean and put into good working order. Cartons and packing materials will be removed and premises left in good order. When applicable, Seller may direct shipments directly to the job site.
b.) CUSTOMER RESPONSIBILITIES: Customer must repot shortages, damages, or errors with respect to such merchandise, in writing, within two (2) days of the delivery date. Seller will thereupon repair or replace, as necessary, such merchandise as has been damaged at the time of the Customer’s receipt by person other than the Customer or those under the Customers’ control. All other merchandise shall be deemed to have been fully accepted by the Customer subject only to final installation thereof to be performed by the Seller. Damaged merchandise must be made available by Customer for inspection and/or removal by Seller to expedite resolution process.
c.) THIRD-PARTY LABOR: Customer will dictate the use of union or non-union labor. If it becomes necessary to utilize union labor after the project has started, Seller will make every effort to do so without effecting the time schedule allowed. However, Seller will not be responsible for delays caused by the need to switch out the labor force. If it becomes necessary to use union labor on this project, additional fees will be required, and Customer shall be responsible for such additional fees.
d.) FREIGHT CLAIMS: Claims for product damaged in transit, other than drop shipments, will be processed by Seller and damaged product will be repaired or replaced to the reasonable satisfaction of Customer.
e.) DROP SHIPMENTS: In case of drop shipments where product is delivered without installation, Customer will be responsible to receive, inspect and install ordered goods. Customer is also responsible to file necessary freight claims in the event of damage.
f.) NORMAL BUSINESS HOURS: Delivery and installation will be made during normal business hours (8:00 A.M.to 4:00 P.M., Monday through Friday, excluding Holidays).
g.) CONDITION OF JOB SITE: Job site will be clean and clear of all obstructions prior to installation. Customer will provide adequate facilities and space for unloading, staging, moving, handling, and storing product at job site.
h.) JOB SITE SERVICES: Customer will furnish electrical current, heating, lighting, and elevator service at job site without charge to Seller.
i.) ERECTION AND ASSEMBLY: Seller’s ability to erect, assemble, install, permanently attach, or bolt in place movable furniture is dependent upon agreements made by trade unions at the job site. If applicable trade regulations at the time of installation require employing tradesmen or to pay prevailing wages to complete the installation, the cost will be paid by the Customer.
j.) PROTECTION OF DELIVERED GOODS: Customer is responsible for security and safekeeping of product after delivery at job site for product that will await installation past the day of actual receipt.
k.) RISK OF LOSS: Customer assumes all risk of loss of delivered/accepted product awaiting installation and shall not be released from any obligations under this Agreement due to product’s loss, damage, or disrepair until the installation phase begins. In addition, Customer risk of loss includes, but is not limited to, any loss or damage by weather, fire, or other elements or other trades such as painting, plastering, carpeting, construction, electrical and telephone installation. Customer agrees to hold Seller harmless from loss for such reasons.
l.) DELAYS: If product cannot be delivered to job site on mutually agreed upon Scheduled Installation Date because site is not ready, Customer’s delays, or Acts of God, Seller shall have reasonable time to deliver and install product when site is available after causes of delay have been eliminated. (See 2.e. for payment terms on delayed product).
m.) PUNCH LIST: Upon project completion, if purchase includes installation services, a Customer and Seller Representative will perform a final walk through of the space completed. A Punch List will be prepared listing any necessary (product and labor) work to be performed in order to complete the project as agreed upon. Any work desired beyond the agreed upon scope will require a Change Order as defined in Section 3.a.) above.
n.) COORDINATION WITH CUSTOMER CONTACT: Customer shall designate one person and a backup to coordinate the receipt, acceptance, and installation of product between the Seller and Customer. If Customer is not present at the time of delivery, seller’s documentation of product delivered will be used as delivery receipt.
o.) INSURANCE: Seller will carry general liability, worker’s compensation, automobile insurance, and umbrella insurance. However, fire, tornado, earthquake, flood, and other casualty insurance related to job site and product shall be the sole responsibility of Customer. Any additional insurance requirements requested by the Customer over and above Seller’s thresholds will be charged to the Customer.
5.) ADDITIONAL TERMS
a.) WARRANTIES:
1. SELLER MAKES NO WARRANTIES OF PRODUCT SOLD HEREUNDER WHATSOEVER, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR WARRANTY THAT THE FURNITURE IS FIT FOR ANY PARTICULAR PURPOSE.
Seller agrees to act as Customer’s agent in event of claims as to defective materials or workmanship that may be made within the warranty period stated by the manufacturer, supplier or fabricator. The Customer shall, however, rely exclusively upon warranties provided by the manufacturer, supplier, or fabricator of all products sold hereunder. If Seller is asked to perform warranty work and it is subsequently determined that the furniture is not covered by any manufacturer, supplier or fabricator warranty, Customer will be charged for such service at the then current labor rate.
2. If Customer requests customer own material (COM), Seller assumes no responsibility for the appearance, durability, color fastness, or other
quality pertaining to the material and shall not be responsible for any failure of the material to conform to the requirements of the furniture construction. 3. USED FURNITURE is “Sold As-Is”, with No Warranties provided by either Manufacturer or Seller.
4. DISCLAIMER FOR CONSEQUENTIAL DAMAGES: SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL
DAMAGES RESULTING FROM ANY PRODUCTS OR SERVICES THAT SELLER PROVIDES. In no event shall Seller be
liable for damages beyond the price of defective product and labor paid for by the Customer.
b.) TITLE AND SECURITY INTEREST: A Signed Sales Quote or Purchase Order shall constitute a Security Agreement. The Customer agrees that title to each product shall remain with the Seller at all times and the Customer shall have no right, title or interest therein except as expressly set forth in the agreement, until such time as payment has been received in full for all product and services provided.
c.) INTERPRETATION OF TERMS AND CONDITIONS:
This writing is intended by all parties as the final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their dealings between the parties, if any, and no usage of the trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance or acquiescence in a course of performance rendered under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code is used in this Agreement and not otherwise defined, the definition contained in the Code is to control. Unless otherwise agreed to in writing by Customer and Seller, this document supersedes all other purchase orders or documents provided by Customer.
d.) ACTS BEYOND REASONABLE CONTROL:
Seller shall not be liable for any delay or failure to deliver any or all of the product in case delay or failure is caused by labor disputes, strikes, wars, riots, civil commotion, fire, flood, accident, storm, pandemic, or other destruction whole or in part of the product or the manufacturing plant, lack or inability to obtain raw materials, labor fuel, or any other cause, contingency or circumstances which prevent or hinder the manufacture, delivery or installation of the product beyond the reasonable control of the Seller.
e.) WAIVER:
No claim or right arising out of a breach of this Agreement can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party.
f.) ASSIGNMENT AND DELEGATION:
No right or interest in this Agreement shall be assigned by Customer without the written permission of Seller, and no delegation of any obligation owed, or of the performance of any obligation either by Customer or Seller shall be made without the written permission of the other party. Any attempted assignment or delegation shall be wholly void and totally ineffective for all purposes unless made in conformity with this section of this Agreement.
g.) RESPONSIBILITY/OBLIGATION:
This Agreement constitutes the entire contract and exclusively determines the rights and obligations of the parties, any prior course of dealing custom or usage of trade or course of performance notwithstanding. Seller’s design, installation and/or service contracts are incorporated herein by reference and shall take precedence on any conflict of terms.
h.) APPLICABLE LAW:
This Agreement and all rights and obligations of the parties shall be governed by the laws of the Commonwealth of Pennsylvania and any controversy, claims or disputes arising out of the same shall be governed by the laws of the Commonwealth of Pennsylvania. The parties agree that the courts of the Commonwealth of Pennsylvania shall have exclusive jurisdiction over the Buyer with respect to any controversy, claim or dispute arising out of the contract, and further agree that either party will be entitled to recover attorney’s fees and costs which may result from the breach of this contract.
i.) ARBITRATION:
Any dispute over the terms or conditions of this agreement or a sale arising therefrom, at the option of the Seller, may be settled by arbitration administered by the American Arbitration Association upon the request of the Seller.
j.) ORIGINALS RETAINED AS SCANNED COPIES:
Seller desires to conduct business transactions by electronic means. As a result, Seller will be recording the original signed Customer copy as an optically scanned copy. Seller and Customer hereby agree to conduct transactions by electronic means.
k.) MISCELLANEOUS:
Terms and Conditions as set forth herein may only be altered upon the written approval of both the Customer and Seller. Seller desires to conduct business transactions by electronic means.