Terms and Conditions
The terms and conditions stated herein shall govern all sales of products made by Roberto Grassie (Hereafter referred to as “RG”) which terms and conditions include the Policies and Procedures set forth on the RG website at www.robertograssie.com. These Sales Order terms and conditions shall apply to all orders placed by the purchaser (Purchaser) with Roberto Grassie. RG hereby disclaims and rejects any terms and conditions appearing in a purchase order from Purchaser that are in addition to, or inconsistent with, the terms and conditions stated herein. Any such additional or inconsistent terms and conditions shall not be a part of the Agreement and shall not be binding on RG. RG will prepare a Sales Order (“Sales Order”) as a result of the purchase order submitted by Purchaser. Purchaser shall submit a Sales Order with RG upon which the written acceptance by RG will constitute a binding contract between RG and Purchaser which contract includes these terms and conditions incorporated by reference into each Sales Order signed by Purchaser. The signed Sales Order, these terms and conditions, the policies and procedures set forth in the website and an executed Credit Application, if any, shall constitute the entire binding contract (“Agreement”) between the parties. Each Sales Order signed by the Purchaser constitutes a separate Agreement.
The prices set forth in the Sales Order do not include any foreign, federal, state or local sales, use or excise taxes. Purchaser shall provide to RG upon request a Reseller permit and will be responsible to notify RG in the event of a change in said Reseller permit. If Purchaser does not provide a valid Reseller permit, RG will include any applicable foreign, federal, state or local sales, use or excise taxes on the invoice.
All images and measurements of products on RG’s website are only a best approximation. RG’s items are handmade and are subject to minor variations in measurements such as weight and finishing.
Purchaser’s Sales Order shall not be subject to cancellation, changes or reductions in amount, or suspension of deliveries once signed and delivered to RG. Any cancellations will only take effect upon the discretion of RG. Cancellation of any custom orders must be made within 72 hours of the order submittal.
Payment terms are set forth on the Sales Order and the Invoice. All purchase orders submitted by Purchaser are subject to approval by RG’s credit department, which reserves the right to change or withdraw credit terms without notice. All payments shall be made in US Dollars, and may normally be by credit card, cash, check or money order. All bank fees or charges shall be paid by Purchaser including credit card charges. Any orders paid via check will not be shipped until the funds from the check have cleared. Upon credit approval, terms for all orders are Net 30 (due 30 days after shipment) or Net CBD (cash before delivery). Pre-payment is required for all new accounts, and we accept all major credit cards, company check or wire transfer. Need a custom solution? Let’s talk about it.
Purchaser shall pay a late fee of one and one-half percent (1.5%) per month on all balances not paid within the term set forth on the Sales Order and Invoice. Excessive late payments may cause future purchase orders once accepted by RG to be shipped to Purchaser on a prepayment, COD, or irrevocable letter of credit basis.
For any Purchaser within the USA, Purchaser hereby grants to RG a purchase money security interest in Purchaser’s entire inventory of RG’s products, whether heretofore or hereafter acquired from RG. Purchaser hereby irrevocably appoints RG as Purchaser’s attorney-in-fact to prepare, execute and file financing statements showing RG’s interest in such products. Purchaser shall pay the cost of filing all such financial statement. Upon the occurrence of any default by Purchaser with regard to payment for shipped RG products, and at any time thereafter, RG may without prior notice to Purchaser take possession of such RG products, wherever they may be found, or exercise and enforce any and all rights and remedies otherwise available to a secured party under the Uniform Commercial Code upon such default. For any Purchaser outside the USA, notwithstanding the passing of the risk of loss to Purchaser as provided herein, RG shall retain title to the products sold to Purchaser until receipt of full payment of the purchase price.
SHIPPING AND RISK OF LOSS
RG shall ship all products listed on each Sales Order to the name and address set forth on the Sales Order and in accordance with the method set forth on the Sales Order via the carrier designated by Purchaser. All orders must be paid for before shipment. Purchaser will be responsible for all shipping costs including costs of insurance for shipping of the products unless the Purchaser and RG agree in writing to a different arrangement. Risk of loss shall pass to Purchaser upon delivery by RG to the carrier. RG will provide reasonable cooperation should Purchaser assert a claim against any carrier or insurance company to recover any loss of product during transit.
Purchaser has the responsibility to inspect all products upon acceptance. Acceptance of delivery shall constitute agreement by Purchaser that all items have been inspected and delivered in full. Any defects with shipped items must be noted and reported to RG prior to acceptance of delivery. Purchaser has forty-eight (48) hours from the time of receipt to report any defects, damages or inconsistencies with the order. Failure to provide such notice to RG shall be deemed acceptance of such RG products as complete and satisfactory to Purchaser. All defective products that are returned to RG must be packed in original boxes with original packing material. In the event of a problem with a shipment the purchaser should immediately notify RG of any such problems so that the parties can have a timely opportunity to address any concerns and amicably reach a solution.
Purchaser shall indemnify and defend RG and each of its affiliates against and hold them harmless from, any and all claims, actions, proceedings, liabilities, obligations, losses, damages, costs, or expenses (including reasonable attorney fees) incurred by RG or any of its affiliates to the extent (a) resulting from , or arising out of, or in connection with, any breach by Purchaser of any covenant or representation (b) or relating to death or injury to any person or damage to any person or damage to any property and resulting from, or arising out of or in connection with, any act or omission constituting negligence or willful misconduct by Purchaser or any of its subcontractor’s, officer, directors, employees or agents, during performance of its obligations under this Agreement.
PURCHASER’S DUTIES AND RESPONSIBILITIES
By accepting delivery of any RG product, the Purchaser agrees to use that product only for its intended use as furniture including furniture for resale. The Purchaser assumes, without limitation, all risk of injury, damage, or otherwise arising out of any use other than the intended use of a RG product.
The Purchaser agrees to assume all liability arising out of any use other than the intended use (i.e. furniture) of a RG product by any third party who has directly or indirectly obtained the product from the Purchaser. In addition, the Purchaser agrees to indemnify, defend, and hold harmless RG against all inquiries, claims, damages, actions, causes of action, injuries, and litigation arising out of any use other than the intended use of a RG product purchased by the Purchaser.
CLAIMS, RETURNS AND EXCHANGE POLICY
Purchaser shall not be entitled to return products without written approval from RG. Claims must be filed within 48 hours of arrival to the customer. RG reserves the right to examine and inspect all returned and exchanged items before deciding wherever to issue a credit to your account. In case of damages in end-user’s location, it is end-user’s responsibility to keep the package, provide all necessary claim materials and prepare the product to be picked up.
All defective products must be returned in the original packing material. RG will only allow the return by Purchaser and the replacement of manufacturing defective products. In case of loss, damage or any manufacturing defect, replacements will be provided for cost or free of charge, and will be available for pick up from our warehouse only. RG reserves the right to determine whether a defect is fixable and reserves the right to fix any defects deemed fixable upon its own sole discretion. RG does not issue cash refunds. Shipping charges are not refundable. RG is not responsible for the damages caused by the freight company. RG does not accept or honor charge-back, debits, returns, offsets, deductions, or claims without our express written consent.
In order for an item to be replaced for any reason at the sole discretion of RG, the original product must be returned in its original packaging and must be in sellable condition (product must be in new/unused condition). RG will make a reasonable effort to supply any damaged or missing parts.
Returns will not be accepted by RG unless the return complies with this provision. There will be a 25% restocking fee for returned items with original packing. Product that has been assembled will not be accepted for a refund, credit or exchange.
Please note that there may be variations in shade due to natural origin of wood, leather and fabric materials. Digital or printed image colors can also be slightly different from the originals. Special order can be canceled within first 72 hours of acceptance of Sales Order by Purchaser. All delivery dates for special orders are approximate and can change due to production time frame, overseas loading plans, shipping schedule or any other causes beyond our control. Special orders must be paid in full and picked up from our location within five (5) business days from the day of notification of arrival. Storage fee of $15 per day will be added to the invoice after this period. Same period and storage fee rule applies to orders that were shipped to one of our distribution centers for pick up.
All products shall conform to the manufacturer’s specifications and shall be free from defects in design, materials and workmanship for six (6) months from date of shipment. RG HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RG’s standard warranty policy covering any RG products shall be NULL, VOID, AND OF NO EFFECT if the Purchaser or any third party uses that product for any use other than the intended use of that product.
The trademarks are pictures, logos; service marks used and displayed on this web site are registered and unregistered trademarks of RG. The name of Roberto Grassie, logo or any other RG trademarks may not be used in any way, without prior written permission from RG. RG prohibits use of its logo as part of a link to or from any site unless such link is approved in advance by RG in writing. RG can enforce this provision in any court of competent jurisdiction and is entitled to recover any costs in protecting its rights including recovery of reasonable attorney fees.
RELATIONSHIP OF THE PARTIES
The parties are independent contractors. Nothing in this Agreement shall be construed or intended to create any partnership, joint venture, or agency relationship between the parties. Nothing contained in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the parties any rights under or by reason of this Agreement.
Any notices required or permitted will be given to the appropriate party at the address specified in the Sales Order, or such other address as the party may have subsequently provided in writing. Notices are legally effective when actually received. In addition to delivery by hand or by overnight courier such as FEDEX, UPS or other private delivery service signature required, a notice is deemed actually received three (3) days after sent certified mail return receipt requested, postage prepaid; and/or by facsimile or email with proof of transmission.
In no event will RG’s liability for any breach of this Agreement be more than the amount of the Sales Order which is the subject of the alleged breach.
Purchaser shall not assign any of it rights or delegate any of its obligations under this Agreement without the prior written consent of RG.
If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement shall continue to be in full force and effect.
California law, excluding its choice of law rules, shall be controlling for all purposes regarding any claim or dispute between RG and Purchaser. The sole and exclusive forum for any action commenced by Purchaser shall be in a state or federal court in California, County of Los Angeles. The United Nation Convention on Agreement for the International Sale of Goods shall not apply to transactions between RG and the Purchaser.
If RG is the prevailing party in any suit or other legal proceeding between Purchaser and RG, RG shall be entitled to its reasonable attorney’s fees and costs incurred therein.
All Sales Orders are subject to strikes, labor problems, lockouts, contingencies of transportation, failure of usual source of supply of fuel, shortage of materials, accidents, product delay or any other problems beyond RG’s control such natural disasters. RG shall not be responsible for such events and will make every reasonable effort to ship the products once the delay is rectified.
This Agreement, including the signed Sales Order contains the entire understanding of the parties with respect to the subject matter and replaces any prior written or oral communications.[/vc_column_text][/vc_column][/vc_row]