Rowe Fine Furniture Disclaimer
Terms and Conditions. These Terms and Conditions govern all sales made by Rowe Fine Furniture, Inc. (“Company”). Company rejects any terms and conditions contrary to these Terms and Conditions of Sale (the “Terms and Conditions”), including but not limited to terms and conditions proposed in a Customer purchase order. Company’s failure to object to provisions contained in any communication from Customer shall not be deemed a waiver of these Terms and Conditions. Any changes in the Terms and Conditions contained herein must be specifically agreed to in writing signed by an authorized officer of Company.
Pricing. The pricing in the current price sheet, proposal or quotation from Company (“Proposal”) applies only to the product type and quantity referred to in such Proposal (the “Product”). Company may, at its option, change the product pricing and other terms for any subsequent sales of the Product or any other goods offered by Company. The applicable prices are only those specified in Company’s Proposal and, unless expressly specified in a writing signed by an authorized representative of Company, do not include applicable destination charges or taxes. Taxes will be billed to Customer in the applicable invoice. Prices and lead times are subject to revision due to interruptions, delays, Customer equipment failure or engineering changes.
Taxes. Customer agrees to pay and is responsible for any and all applicable federal, state and local taxes, duties and other levies, which amounts shall be an additional charge to Customer as set forth in the Pricing section above.A12
Title and Delivery; Acceptance. Deliveries shall be made in accordance with the Proposal. For deliveries that are shipped using a common carrier, deliveries shall be FOB Factory and risk of loss shall pass to Customer upon delivery of the goods to a common carrier selected by Company (unless Customer specifies a preferred common carrier in writing). Company shall prepay the shipping costs and invoice such shipping costs to Customer. Title shall pass to Customer upon Company’s receipt of full payment on all outstanding invoices for the Product and shipping costs.
Product Changes. Company reserves the right to change the specifications or design of its products at any time and from time to time, provided that Company will provide Customer with notice concerning specification or design changes that are scheduled to occur while a Proposal is pending.
Inspection and Acceptance. Upon delivery of the Product, Customer shall immediately inspect each unit. All claims for defects, damages, errors or shortage in Product shall be made by Customer at the time of delivery and a notation thereof made by Customer on upon the delivery receipt. If Customer does not provide written notice of rejection at the time of delivery, Customer will be deemed to have irrevocably accepted the Product. Customer must provide a detailed explanation of any rejection, specifying in detail the reason or reasons why the Product does not conform to the Product specifications. Company may charge to Customer any costs resulting from the testing, handling, and disposition of any products returned by Customer that Company determines not to be nonconforming
Payment. Unless otherwise set forth in the Proposal or on Schedule A, terms of payment shall be net thirty (30) days from date of invoice. Interest on late payments will accrue at a rate of 1.5% per month. Customer shall not make reductions on the invoice unit price or quantities without prior written approval of Company.
Cancellation/Reschedule. No cancellation for Company’s default shall be effective unless Company shall have failed to correct such alleged default within fifteen (15) days after receipt by Company from Customer of written notice of default. Once accepted by Customer in writing, any order for Product pursuant to the Proposal is firm and non-cancelable. Company will not accept cancellations or reschedule of the initial or any subsequent order under the Proposal, other than for default of Company or upon payment of all Company’s costs incurred for and reasonably allocated to the portion of the work already terminated and/or work in process, in accordance with generally accepted accounting principles.
Limited Warranty/Disclaimer. Company warrants only that the Product sold or delivered shall conform to the standard physical characteristics for that Product as defined within the applicable Product specifications supplied by Company in connection with the Proposal and/or as described on www.rowefurniture.com. Repair or replacement of a defective Product is Customer’s sole and exclusive remedy. All arrangements for transportation, repair and delivery of defective or repaired goods shall be at Company’s option. This warranty applies only to the Customer and is non-transferable. This warranty does not extend to any fabric or fabric finish used on the Products or damage or wear caused by misuse, negligence, accident, corrosion, modification by the customer, loss of product, or tampering in a manner to impair normal operation of Product. COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW, CONTRACT OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEROPERABILITY OR NON-INFRINGEMENT, ALL OF WHICH ARE SPECIFICALLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING OUT OF THE GROSS NEGLIGENCE AND/OR WILLFUL MISCONDUCT OF COMPANY, COMPANY’S LIABILITY TO CUSTOMER FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ANY ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE SHALL BE LIMITED TO THE PRICE SPECIFIED IN THE PROPOSAL FOR THE SPECIFIC PRODUCT THAT CAUSED THE DAMAGES OR THAT IS THE SUBJECT MATTER OF, OR IS DIRECTLY OR INDIRECTLY RELATED TO THE CAUSE OF ACTION. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF USE OR OTHER SPECIAL COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION THEREOF, WHETHER IN CONTRACT OR IN TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ASSUMES ALL LIABLITY FOR ANY AND ALL DAMAGES ARISING FROM OR IN CONNECTION WITH, THE USE OR MISUSE OF THE PRODUCTS BY CUSTOMER, IT’S EMPLOYEES, OR OTHERS.
Force Majeure. Neither party will be responsible or liable for any delay or failure in performance arising as a result of fire, accident, acts of God, acts of public enemy, war, labor disputes, failure or delays, transportation, inability to secure product, raw materials or machinery for the manufacturing process, requirements or acts of any government or agency thereof, judicial action or other causes beyond such party’s control. In such event, the delayed party may defer performance for a period equal to the time lost by reason of the delay. If such time exceeds forty-five (45) days, either party may by written notice to the other party cancel the Proposal as to any Products then undelivered without liability to the other party.
Assignment. Customer will not assign or subcontract its order, any interest therein or any right therein without the prior written consent of Company.
Governing Laws; Disputes. Any dispute regarding the order or the Proposal (including these Terms) will be governed by and construed in accordance with the laws of the Commonwealth of Virginia (without regard to its conflict of laws provisions). Customer agrees that it will submit to the personal jurisdiction of the competent courts of the Commonwealth of Virginia and the courts of the United States sitting in the Western District of Virginia, in any controversy or claim arising out of the sale contract. In the event a dispute arises under these Terms and Conditions or any order, the prevailing party in such dispute shall be entitled to recover its attorneys’ fees. The provisions of the UN Convention for the International Sale of Goods are hereby excluded.
Severability of Provisions. In the event of any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this contract will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
Independent Contractors. The relationship of the parties is that of individual independent contractors or of vendor and vendee and nothing contained herein shall be deemed to (i) create a joint venture or partnership among Company and Customer, or (ii) cause either party or any of their respective officers, agents or employees to be or become the agent or employee of the other party for any reason. With regard to Creditor, its divisions, subsidiaries and trade styles, to extend credit, each individual signatory in consideration for accruing benefits hereby agrees to serve as an unconditional personal guarantor and surety for all liabilities of the applicant incurred from the date of signature hereto. It is also agreed that applicant and signatories shall be liable for past due amounts, which shall be subject to service charges of 1.5% per month, and for all collection costs including but not limited to legal costs, attorney’s fees, and costs incurred by outside collection agencies. Further, a Legal Administration Fee of $50 will be incurred for each invoice turned over for collection. Applicant authorizes any bank, reporting agency or grantor of credit to provide information regarding character, reputation, financial responsibility, or indebtedness for the purpose of evaluating commercial credit extension.
