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PRICES

• Prices quoted by Seller in written Sales Proposal (”Proposal”) are firm for 30 days from the date thereof.  To obtain quoted prices, Seller must receive Customer’s acceptance of the Proposal within 30 days from the date of the Proposal. 
• In the case of extension or addition errors within the Proposal, unit prices shall govern.

ACCEPTANCE

• Acceptance of Proposal occurs only upon Seller’s receipt of a duplicate/copy of Proposal within 30 days from the date thereof signed and dated by, or on behalf of, Customer. 
• Acceptance of Proposal creates a Conditional Sales Agreement (“Agreement”) binding on Customer and in reliance on the Agreement, Seller shall originate a Sales Order (“Order”).
• The effective date of the Agreement and Order is the date the Seller timely receives an accepted Proposal.

CANCELLATION, CHANGE, AND RETURNS

• Customer understands that the Order is a custom order designed specifically for its use and that products ordered cannot be returned.  Customer acknowledges that it has reviewed the Order and has received sufficient information to understand exactly what has been ordered and Customer hereby agrees with the product, fabric and color selections as ordered.
• Orders placed under any “quick ship” program are not subject to cancellation or changes.
• Seller may accept written cancellations or changes to an Order only if Seller is able to cancel or change the Order with its Manufacturer without penalty to the Seller.  The Seller will use reasonable efforts to secure a requested cancellation or change without penalty; however, any penalty imposed shall be paid for by the Customer.  In the event that the cancellation or change is not accepted by the Manufacturer, Customer shall accept and pay for the merchandise as ordered.

SPECIAL CUSTOMER REQUIREMENTS

• If Customer requires Seller to establish a relationship with a vendor or manufacturer not presently used by Seller, Customer agrees to sign Seller’s “Addendum to Terms and Conditions – New Vendor”.
• If Customer requires use of Customer’s Own Material (“COM”) or Customer’s Own Leather (“COL”) Customer agrees to pay Seller in full for all COM/COL materials at the time such material is received by the Manufacturer for inclusion in Customer’s Order.

DELIVERY AND INSTALLATION

• Customer will ensure that the job site shall be clean, clear and free of debris prior to installation.
• Electric current, heat, air conditioning, light, hoisting and/or elevator service will be furnished by Customer without charge to Seller.  Adequate facilities for off-loading, staging, moving and handling of merchandise shall be provided by Customer.
• Delivery and installation will be made during normal working hours.  Customer agrees to pay any additional labor costs resulting from overtime work performed at the Customer's request.
• During delivery and installation Customer shall have an employee, or representative, on site with the authority to sign for the merchandise and service labor.  Seller employees are not allowed to work without such a person from the Customer present at all times.
• Under no circumstances shall Seller’s employees be responsible for  ensuring that the job site is locked and/or secure at the end of any work performed.  
• Customer agrees to be responsible for all merchandise shipped directly to it by the Manufacturer.  Customer agrees to report shortages, damage or errors with respect to such merchandise, in writing, within ten (10) days from the date of delivery date .   If Seller receives such written report within ten (10) days from delivery date, Seller will repair or replace, at its discretion, such merchandise.  Seller shall not be responsible for any merchandise shortages, freight damage or errors not reported within ten (10) days from delivery date or for merchandise lost or damaged by the Customer or its employees or agents.  Except as provided in this paragraph, all other merchandise shall be deemed to have been fully accepted by the Customer upon delivery, subject only to any final installation thereof to be performed by the Seller.
• Merchandise delivered and brought onto the job site by Seller or its shipper as scheduled shall be inspected and fully accepted at time of delivery by the Customer, subject only to any final installation thereof to be performed by the Seller.  Failure to report any shortages, damages or errors in writing, at the time of delivery, will constitute Customer's full acceptance of the merchandise.

DELAYS/CONSTRUCTION DELAYS

• In the event that construction delays, or other issues outside the control of Seller, postpone installation, Seller will store the merchandise for Customer for a fee until installation can occur.  Customer agrees to pay for all costs of storage, including double handling charges, if any.
• Customer agrees to pay all invoices for merchandise whose installation was postponed as if the merchandise had been delivered.  Title to merchandise shall pass to Customer upon Seller’s delivery of the merchandise.
• Customer agrees to pay any transfer, extra handling, and storage charges incurred due to any delay beyond Seller’s control. 
• Customer agrees to pay any extra labor charges for loading, unloading, and expedited installation caused by any delay beyond Seller’s control, and such charges shall be based upon the Seller's normal hourly rate schedule.

GENERAL LIABILITY

• Seller shall not be liable as a result of any breach of these terms and conditions resulting from any work stoppage, Acts of God, unauthorized delays by the manufacturer or any shipper, or other delays beyond Seller's control.

PAYMENT TERMS

• Customer agrees to pay 50% of the total purchase price plus all COM/COL costs upon Acceptance of the Proposal/Order origination unless other terms have previously been established in writing.
• Customer agrees to pay 40% of the total purchase price, exclusive of COM/COL costs, upon confirmation that the product has been received at Customer’s site or Seller’s warehouse.
• Customer agrees to pay the balance of the purchase price upon the final walk-through and approval by Customer.
• In the event Customer fails to pay any amount, or perform any obligation, required by this Agreement, Seller shall be entitled to terminate the Agreement without notice and without any further liability or obligation to Customer and Seller shall be entitled to retain any amounts received in connection with this Agreement.
• Terms of sale are full payment of net total price ten (10) days from date of invoice.  Customer agrees to pay a 1.5% per month delinquency charge against all amounts not paid within 30 days of date of invoice, which amounts shall be added to the purchase price.
• Prices quoted are in U.S. currency and must be paid in U.S. currency.
• In the event Customer gives timely notice of a shortage, damage or error as required hereunder, Customer may withhold payment only for any individual item(s) invoiced but not received, or received in unacceptable condition, until Seller repairs or replaces the item, at its discretion.  Payment shall not be withheld for the balance of items received in acceptable condition or for shortages, damage or errors not reported within ten (10) days from delivery date. If payment for such products is withheld delinquency charges shall be assessed to and paid by the Customer.
• If payment is not made in a timely manner, Seller turn Customer’s account over to an attorney or agency for collection and Customer agrees to pay all such costs of collection.  The prevailing party in any litigation or other proceeding relating to this Agreement shall be entitled to recover its reasonable attorneys fees from the other party for all matters, including but not limited to appeals.

SECURITY INTEREST

• Customer hereby grants to Seller, and Seller shall retain, a security interest in the products and merchandise that are the subject matter of this Agreement to secure the payment of indebtedness remaining unpaid hereunder.  Customer agrees to execute financing statements and to perform such other actions as Seller requires in connection with such security interest.

EXPORTER OF RECORD

• Customer acknowledges that the product listed in the Proposal, Agreement or Order is not intended for export or installation outside of the United States.  If the product is shipped outside of the United States, then Customer agrees to be the Exporter of Record and will abide by all rules and laws pertaining to the shipment of product outside of the United States.

MISCELLANEOUS

• Terms and conditions as set forth herein may be altered only upon the written approval of both Customer and Seller.
• By acceptance of this Agreement, Customer acknowledges receipt of a duly executed duplicate copy of this Agreement.
• If any provision of this Agreement should be held to be void or unenforceable, such provision will be treated as severable, leaving valid the remainder of the Agreement.
• Customer agrees that this document shall be construed under the laws of the State of Florida.  In any action to enforce the Agreement shall be brought in Florida and Customer hereby consents to jurisdiction in Florida.

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Terms & Conditions