Purchaser’s Acceptance of Terms and Conditions. The terms and conditions set forth in this document are intended to establish standard terms and conditions of sale for all sales by Downtown Fine Furniture to the purchaser (“Purchaser” or “you”) unless otherwise provided in a written agreement between Downtown Fine Furniture and Purchaser, and all such sales are made expressly conditional upon these terms and conditions. This document, together with the quotations, order acknowledgments, or invoices, specifications, and all supplements and attachments thereto issued by Downtown Fine Furniture from time to time, shall constitute the entire agreement (“Agreement”) between Downtown Fine Furniture and Purchaser for each such sale. In the event of any inconsistency between these terms and conditions and the provisions on the quotation, order acknowledgment, or invoice or on any supplement attached thereto, the provision contained on the quotation, order acknowledgment, or invoice or on such supplement shall control. Additional or different terms provided in Purchaser’s order, which vary in any degree from any of the terms herein, are hereby expressly objected to and rejected. No waiver, alteration, or modification of these terms and conditions shall be binding unless in writing and signed by an authorized representative of Downtown Fine Furniture, and unless so accepted, are hereby objected to and rejected. These terms and conditions of sale may be modified from time to time by Downtown Fine Furniture, by notice to Purchaser. Each such modification shall be binding upon Purchaser with respect to all purchases occurring after the date of such modification. Any conduct by Purchaser which recognizes the existence of a contract pertaining to the subject matter hereof shall constitute acceptance by Purchaser of this Agreement and all of its terms and conditions.
Prices. Unless otherwise specified, all prices are F.O.B. Downtown Fine Furniture store for goods shipped within the United States. Prices, and other terms of sale and payment, are subject to change without notice.
Payment. All accounts are payable in United States funds, free of exchange, collection, or any other charges. Payments are due at the time of purchase. Online payments are transmitted across the Internet using the Secure Sockets Layer (SSL) protocol with data encryption. If Purchaser fails to make payment when due, Downtown Fine Furniture shall have the right to withhold shipment of any products under this or any agreement between Downtown Fine Furniture and Purchaser until such payment is made. Unless otherwise specified, if payment is not made on time, Downtown Fine Furniture, in addition to all other legal, equitable and contract rights, shall be entitled to interest on such overdue payment at the rate of five percent (5%) per month, or the maximum rate allowed by law, whichever is less. Interest shall not be charged on any overdue payment at a rate in excess of the maximum rate permitted by law. In the event of Purchaser’s default in any of its obligations, including payments within terms, Purchaser shall be liable and shall reimburse Downtown Fine Furniture for its cost of collection, including attorneys’ fees incurred in pursuing collection, whether or a not a lawsuit is filed. In the event Purchaser makes a payment and the check or preauthorized charge with which Purchaser pays is later dishonored, Purchaser will pay a fee to Downtown Fine Furniture of thirty-five and no/100 Dollars ($35.00 US).
Taxes; Duties and Other Charges. Unless otherwise specifically noted, the amount of any sales, use, occupancy, excise tax, or other tax (excluding federal, state or local income or franchise taxes of Downtown Fine Furniture), of any nature, federal, state, or local, for which Downtown Fine Furniture is legally liable, either initially or through failure of payment by Purchaser, shall be added or be in addition to the price quoted and Purchaser agrees to pay the same to Downtown Fine Furniture. Unless expressly agreed otherwise, Purchaser shall also pay all import/export duties, levies and impositions and all other governmental charges, assessments, fees, and any interest or penalties thereon, whether payable by Downtown Fine Furniture or Purchaser, imposed or levied on or with respect to this order, the amounts payable hereunder, the product or the possession, sale, use, furnishing or ownership of the product. Purchaser shall also be responsible for obtaining and paying for any permits, licenses, or other governmental authorization(s) necessary for the exportation or importation of the products into the designated country of importation, and it shall comply with all laws and regulations thereof. If Purchaser shall fail to pay and discharge such taxes, duties and other sums when due, Downtown Fine Furniture may, at its option, pay the same, in which event Purchaser shall promptly reimburse the Downtown Fine Furniture for such sums paid.
Additional Terms for International Orders.
- International Shipping Method. Downtown Fine Furniture has negotiated discounted rates with Small Parcel Carriers to give Purchaser the best service at the most affordable cost on orders under 200 lb (90 kg). On larger orders where freight charges apply, Purchaser must get a freight quote before Downtown Fine Furniture can place Purchaser’s order. Downtown Fine Furniture has several discounted air freight companies available from which to choose. With Small Parcel Carriers and Air Freight, all packages are insured against damage. Purchaser’s shipment can be traced to prevent it from being lost. Delivery usually takes less than a week. Shipping orders by Priority Mail International may be cheaper (no brokerage fee). Unfortunately, packages mailed by this method are frequently lost or stolen. Downtown Fine Furniture will ship by Priority Mail International if Purchaser requests, but Downtown Fine Furniture shall not be liable or responsible for the cost of items that are lost or damaged.
- Shipping. Unless otherwise specified, all prices are Ex Works Downtown Fine Furniture store. The delivery terms and any attachments used for international orders shall be defined in accordance with “Incoterms 2000″ published by the International Chamber of Commerce. Shipping charges are additional to Purchaser’s order and shall be added to Purchaser’s invoice. Downtown Fine Furniture will bill as close as possible to the exact amount of shipping charges. See our shipping page at http://www.DowntownFineFurniture.com/shipping
- Payment. Payment for all Canadian orders must be made by credit card, money order, bank wire transfer or telegraphic wire transfer. (Credit cards will be charged in U.S. funds at the exchange rate that is current on the day the charge is posted.) All other international orders must be paid by bank wire transfer to: Downtown Fine Furniture. Most banks impose charges imposed for handling bank wire transfers or telegraphic wire transfers. Downtown Fine Furniture will also charge a $20 fee for processing these orders. Downtown Fine Furniture does NOT accept credit card payment for international orders outside of Canada.
- International Order Form. (a)For Purchaser’s convenience, Downtown Fine Furniture has designed special order forms specifically for international orders, located at http://image.DowntownFineFuniture.com/DFFC/Images/pdf/internationalOF.pdf, and Canadian orders, located at http://image.DowntownFineFurniture.com/DFFC/Images/pdf/canadianOF.pdf. Instructions for completing these forms are located on Downtown Fine Furniture’s website in the Customer Service section, under the subheading “International Orders.”
Cancellation and Suspension. The order or Agreement is subject to cancellation or instructions to suspend or delay delivery only upon receipt of written notification and with Downtown Fine Furniture consent.
Transportation and Delivery. Notwithstanding any shipping term, title to any products sold and risk of loss of such products passes to Purchaser upon delivery by Downtown Fine Furniture to the carrier and products shall be deemed “delivered” at such time, and any claims for losses or damage occurring after delivery to carrier by Downtown Fine Furniture shall be made by Purchaser directly with the carrier. In the event Downtown Fine Furniture pays transportation and insurance beyond the point of shipment to the destination specified by Purchaser, all such costs should be billed to Purchaser as a separate item on the applicable invoice. Downtown Fine Furniture reserves the right to make partial shipments from time to time.
Transportation and consular and brokers’ fees, if any, shall be at Purchaser’s expense. Most orders (to the lower 48 states) are shipped according to the Delivery and Handling Charges published at http://www.DowntownFineFurniture.com/shipping.
Larger items must ship by truck freight, usually to a trucking terminal, when they are too big or too heavy to ship by UPS, mail or other methods. The cost to ship freight items is calculated with a personal quote (after completing an order online. Downtown Fine Furniture will call Purchaser before charging Purchaser’s credit card. Orders shipped outside of North America (or to Alaska or Hawaii) are also calculated with a personal quote. Items that are on Downtown Fine Furniture’s website and in Downtown Fine Furniture’s catalog that have a freight charge assigned to it will go to a trucking terminal within the lower 48 states, rather than to Purchaser’s residence. Additional information regarding freight delivery can be obtained by calling 855-491-1050. To avoid paying for storage charges, Purchaser shall pick up its order from the freight terminal right away. It is Purchaser’s responsibility to inspect merchandise carefully for any damage before leaving the freight terminal. Downtown Fine Furniture also offers a residential delivery with lift gate service for an additional charge. Contact Downtown Fine Furniture’s representatives for a personalized estimate at 540-801-0130.
Delays and Backorders. All promises of shipment are estimated as closely as possible, and Downtown Fine Furniture shall use commercially reasonable efforts to ship within the time promised but does not guarantee to do so, and assumes no liability for not doing so. Materials stated to be in stock are subject to prior sale. Occasionally a product will be placed on backorder by the manufacturer. In this case you will be notified promptly of the backorder via email or telephone. In extremely rare occasions the backorder date may exceed more than 14 business days beyond the time you placed your order. When the backorder date exceeds 14 business days from the time you placed your order, you will be given the option to leave the product on backorder or cancel your order. Backorders that are cancelled per policy will be refunded to your charge card or if you paid by check, a refund check from Downtown Fine Furniture for the full amount will be U.S. mailed to you.
Shortages and Damages in Transit. Claims for shortages, damages, or defect of a kind discoverable on inspection must be made in writing within ten (10) days after receipt of shipment, but loss of or damage to materials in transit is the responsibility of Purchaser and its carrier. All claims hereunder must be supported by documentary evidence in the form of exceptions taken on the delivery receipt. Failure to take such exceptions at time of receipt shall constitute an absolute bar to any claim.
United States Export Laws. Downtown Fine Furniture’s obligations are subject to the export administration and control laws and regulations of the United States. Purchaser shall comply fully with such laws and regulations in the export, resale or disposition of products. Purchaser agrees that it shall commit no acts which directly or indirectly violate any United States export control law, regulation, treaty or other international agreement to which the United States adheres or complies or any applicable export, import or other laws of any other jurisdiction and agrees to indemnify and to hold Downtown Fine Furniture harmless from any and all liabilities or costs incurred by Downtown Fine Furniture or its affiliates for any reason arising from or connected with any such violation, incurred intentionally or unintentionally. Quotations or proposals made, and any orders accepted by Downtown Fine Furniture from a Purchaser outside the United States are with the understanding that the ultimate destination of the products is the country indicated therein. Diversion of the products to any other destination contrary to United States law is prohibited. Accordingly, if the foregoing understanding is incorrect, or if Purchaser intends to divert the products to any other destination, Purchaser shall immediately inform Downtown Fine Furniture of the correct ultimate destination.
This website, including (but not limited to) text, images, code and the look and feel, are protected by copyright. You may download or print any information provided by DowntownFineFurniture.com as long as it is only for your personal use. You may not, in whole or in part reprint, retransmit, distribute or reproduce any information unless you receive Downtown Fine Furniture’s prior written permission.
You can only use the information on DowntownFineFurniture.com for lawful educational and entertainment purposes. You may not use DowntownFineFurniture.com to transmit, distribute or store material in violation of any applicable law, nor in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or the privacy, publicity or other personal rights of others or that is obscene, threatening, abusive, defamatory, pornographic, invasive of privacy, illegal or hateful.
Downtown Fine Furniture is a federally registered trademark owned by Turning Point Enterprises, LLC as defined in this Agreement. You may not use Downtown Fine Furniture in connection with any product or service that is not Downtown Fine Furniture’s in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Downtown Fine Furniture’s reputation or good will.
Any information, photos or communications that you submit to Downtown Fine Furniture or www.DowntownFineFurniture.com shall become the property of Downtown Fine Furniture and may be used by Downtown Fine Furniture as it sees fit. For example, such information may include, but is not limited to submissions regarding product reviews, photos and correspondence. Ways that we may use such material include, but is not limited to, including it in advertising, in promotional brochures, in our catalog, or posting on our websites.
Limited Warranty; Guarantee. Downtown Fine Furniture is a purveyor only. Products sold by Downtown Fine Furniture are not manufactured by Downtown Fine Furniture. The products may, however, be covered by each manufacturer’s warranty, service, and support policy (if any). DOWNTOWN FINE FURNITURE MAKES NO REPRESENTATION OR EXPRESS WARRANTY WITH RESPECT TO THE PRODUCTS EXCEPT THOSE STATED IN THIS DOCUMENT. DOWNTOWN FINE FURNITURE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY SUCH PRODUCT, INCLUDING AND WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
In the rare event Downtown Fine Furniture does manufacture a product, the warranty accompanying that product shall apply.
Purchaser’s Remedies. Notwithstanding anything in this Agreement to the contrary, but subject to the Limitation on Liability section below, if any product purchased from Downtown Fine Furniture is unsatisfactory, Purchaser may return such product for replacement of such product or, at Purchaser’s option, credit or refund of the sale price of the product. No allowance shall be made for any labor, charges of Purchaser for replacement of parts, adjustments or repairs, shipping, in-out cost or any other cost or expense, unless such charges are authorized in writing in advance by Downtown Fine Furniture.
Limitation on Liability. DOWNTOWN FINE FURNITURE’S TOTAL LIABILITY TO PURCHASER FOR DAMAGES FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO ANY CAUSE WHATSOEVER IN RELATION TO THIS AGREEMENT WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND/OR GROSS NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, OR OTHER CAUSE (A “CLAIM”) SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCT WITH RESPECT TO WHICH SUCH CLAIM RELATES. NOTWITHSTANDING THE FOREGOING SENTENCE, UNDER NO CIRCUMSTANCES SHALL DOWNTOWN FINE FURNITURE BE LIABLE FOR ANY DAMAGES FOR LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, REVENUE OR OPPORTUNITY, CLAIMS OF THIRD PARTIES OR FOR INJURY TO PERSONS OR PROPERTY, OR FOR ANY OTHER SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND OR NATURE.
Indemnification. Purchaser shall defend, indemnify and hold harmless Downtown Fine Furniture and its affiliates, directors, officers, agents, servants, employees, successors and assigns against, and hold them harmless from and against and pay on behalf of or reimburse any and all claims, demands, actions, causes of action, suits, obligations, liabilities, losses, damages, deficiencies, expenses, judgments, settlements and compromises (whether or not arising out of third-party claims), including, without limitation for bodily injury, death, property damage, or economic loss, as well as any and all costs and expenses, including interest, penalties, reasonable attorneys’ fees, court costs, amounts paid in investigation, defense or settlement, and all indirect, special, incidental, consequential or punitive damages, relating to, resulting from or arising out of acts or omissions of Purchaser relating to or arising out of the use, operation, ownership or condition of any of the products purchased by Purchaser or the breach or non-performance of Purchaser’s obligations under these terms and conditions.
Force Majeure. Any delays in or failure of performance of Downtown Fine Furniture shall not constitute default or give rise to any claims for damages if and to the extent that such delay or failure is caused by occurrences beyond the control of Downtown Fine Furniture, including, but not limited to: acts of God or the public enemy, acts of government, acts of Purchaser, expropriation or confiscation of facilities; compliance with any order or request of any governmental authority, compliance with priority or allocation orders or preference ratings issued by the government, epidemics, quarantine restrictions, acts of war, acts of terrorism, rebellion or sabotage or damage resulting therefrom; embargoes or other export restrictions, wrecks or delays of transportation, inadequate transportation facilities, fires, floods, explosions, unusually severe weather, accidents, breakdowns; riots or strikes or other concerted acts of workmen, whether direct or indirect; or any other causes whether or not of the same class or kind of those specifically above named which are not within the control of Downtown Fine Furniture and which, by the exercise of reasonable diligence, Downtown Fine Furniture is unable to prevent or provide against.
Assignment; Binding Effect. No assignment of Purchaser’s rights hereunder may be made without the written consent of Downtown Fine Furniture. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Governing Law; Jurisdiction. The parties hereby expressly exclude the applicability of the United Nations Convention on Contracts for the International Sale of Goods, if the same would otherwise apply here. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Virginia, United States of America, without regard to conflict of laws rules thereof. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement must be exclusively brought against either of the parties in the courts of the Commonwealth of Virginia, County of Rockingham. Purchaser consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Purchaser hereby agrees that service of process on it in any such dispute may be effected by the means by which notices are to be given to it under this Agreement.
Binding Arbitration. The parties hereby expressly agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Downtown Fine Furniture shall choose the arbitrator(s) and Purchaser hereby waives its right to choose such arbitrator(s) or have any input during the selection process.
No Waiver. The failure of Downtown Fine Furniture to insist, in any one or more instances, upon the performance of any of the terms, covenants, or conditions of the Agreement or to exercise any right thereunder shall not be construed as a waiver or relinquish of the future performance of any such term, covenant or condition or the future exercise of such rights, nor shall it be deemed to be a waiver or relinquishment of any other terms, covenant, or condition, or the exercise of any other rights under the Agreement.
Severability. In the event that any provision hereof shall be illegal, invalid or unenforceable, it shall not affect the legality, validity or enforceability of any other provision hereof and such illegal, invalid, or unenforceable provision shall be interpreted and modified by the parties so as to eliminate such illegality, invalidity and/or enforceability.