TERMS & CONDITIONS
ORDER SUBJECT TO ACCEPTANCE
All orders are subject to acceptance by
W n for acceptance of orders.
ACCEPTANCE OF ORDERS IS BASED ON THE EXPRESS CONDITION THAT YOU (“YOU” OR “BUYER”) AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. ACCEPTANCE OF DELIVERY BY BUYER WILL CONSTITUTE BUYER’S ASSENT TO THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS REPRESENT THE COMPLETE AND EXCLUSIVE AGREEMENT OF THE PARTIES, AND NO TERMS OR CONDITIONS IN ANY WAY ADDING TO, MODIFYING OR OTHERWISE CHANGING THE PROVISIONS STATED HEREIN SHALL BE BINDING UPON HOLLY HUNT UNLESS MADE IN WRITING AND SIGNED AND APPROVED BY AN OFFICER OF HOLLY HUNT. THESE TERMS AND CONDITIONS SUPERCEDE ANY PRIOR AND/OR CONTEMPORANEOUS AGREEMENTS BETWEEN BUYER AND HOLLY HUNT. NO MODIFICATION OF ANY OF THESE TERMS WILL BE AFFECTED BY HOLLY HUNT’S SHIPMENT OF GOODS FOLLOWING RECEIPT OF BUYER’S PURCHASE ORDER, SHIPPING REQUEST OR SIMILAR FORMS CONTAINING PRINTED TERMS AND CONDITIONS CONFLICTING OR INCONSISTENT WITH THE TERMS HEREIN.
PRICES AND TERMS
Prices are subject to change without notice. All product prices are exclusive of other charges and freight charges. All accounts shall be paid net when invoiced. A service charge of the lesser of 1 1/2% per month or the maximum permissible rate will be added to all accounts not paid within sixty (60) days from the date of invoice for final balance due. Orders must be paid in full, including shipping, handling, crating and packing, taxes and service charges prior to shipping. The minimum order for fabric is two (2) yards. A cut fee of $35 is charged for orders less than two yards. Fabric is sold in half yard increments. The minimum order for leather is two (2) hides. A minimum order fee of $50 is charged for orders less than 2 hides. Westside Leather does not charge for overages.
CANCELLATION OF ORDERS
ORDERS ARE NOT CANCELABLE AFTER TEN (10) WORKING DAYS, NOR RETURNABLE. CHANGES IN ORDERS, RETURNS OR CANCELLATIONS REQUIRE PRIOR WRITTEN APPROVAL FROM WESTSIDE. SUCH ORDERS WILL BE SUBJECT TO CHANGE, CANCELLATION OR STOCKING FEES OF UP TO 50% OF THE NET SELLING PRICE. ANY TEXTILES WHICH HAVE BEEN CUT, TREATED OR PROCESSED ARE NOT RETURNABLE.
All quoted completion and delivery dates are estimates only and are subject to change by Westside upon notice to You. Westside shall not be liable for delays in completion or shipment or default in delivery for any reason of force majeure or for any cause beyond Westside’s reasonable control including, but not limited to, (a) government action, war, terrorism, riots, civil commotion, embargoes or martial laws, (b) Westside’s inability to obtain necessary materials from its usual sources of supply, (c) shortage of labor, raw material, production or transportation facilities or other delays in transit, (d) labor difficulty involving employees of Westside or others, (e) fire, earthquake, storm, flood or other casualty or act of God, or (f) other contingencies of manufacture or shipment. In the event of any delay in Westside’s performance due in whole or in part to any cause beyond Westside’s reasonable control, Westside shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by Buyer of any goods shall constitute a waiver by Buyer of any claim for damages on account of any delay in delivery of such goods.
All taxes and excises of any nature whatsoever now or hereafter levied by governmental authority, whether federal, state or local, either directly or indirectly, upon the sale or transportation of any goods covered hereby shall be paid and borne by Buyer.
TITLE/RISK OF LOSS
Delivery of goods to carrier shall be deemed delivery to Buyer, and thereupon title to such goods, and risk of loss or damage, shall be Buyer’s. Any claim by Buyer against Westside or carrier for shortage or damage occurring prior to such delivery must be made in writing within forty-eight (48) hours after receipt of shipment and accompanied by original transportation bill signed by the carrier noting that the carrier received the goods from Westside in the conditions claimed. All deliveries are subject to the accompanying Delivery & Return Policy which is incorporated by reference and constitute a part of these terms and conditions.
METHOD OF SHIPMENT
Westside will arrange product shipments unless Buyer specifies shipment method. Any shipments returned to Westside as a result of Buyer’s unexcused delay or failure to accept delivery will require Buyer to pay all additional costs incurred by Westside.
WARRANTY AND DISCLAIMER
Except as specified herein, Westside warrants that any goods sold hereunder will be free from defects in workmanship and materials for one (1) year. This warranty does not apply to damage or breakage resulting from misuse, accidents, dramatic temperature variation, abuse, neglect, mishandling or wear and tear resulting from normal use. Defective
products will be replaced within the normal production time period required to reorder and manufacture the same product. Westside does not guarantee fabrics, dyed or natural, from fading. This warranty does not apply to COM products or other materials applied to Westside products. The suitability of a fabric or leather for any use is entirely at the discretion of the purchaser. Purchaser is responsible for all information related to required testing and treatment for any fabrics purchased. Requirements may vary by application and jurisdiction.
THE FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF REMEDIES
WESTSIDE SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL LOSSES, DAMAGES OR EXPENSES, DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING OR USE OF THE GOODS, OR FROM ANY OTHER CAUSE WITH RESPECT TO THE GOODS OR THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY IN TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY. WESTSIDE’S TOTAL LIABILITY HEREUNDER IN ANY CASE IS EXPRESSLY LIMITED TO REPAIR OR REPLACE (IN THE FORM ORIGINALLY ORDERED), AT WESTSIDE’S ELECTION, THE GOODS NOT COMPLYING WITH THIS AGREEMENT, OR TO THE REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE PURCHASE PRICE OF SUCH AFFECTED GOODS. THE REMEDY PROVIDED FOR ABOVE IS BUYER’S SOLE REMEDY FOR ANY FAILURE OF WESTSIDE TO COMPLY WITH ITS OBLIGATIONS REGARDING THE WORKMANSHIP OF ITS PRODUCTS. WESTSIDE’S TOTAL LIABILITY TO BUYER SHALL NOT EXCEED THE PRICE OF THE PRODUCT OR PART ON WHICH SUCH LIABILITY IS BASED.
ANY CLAIM BY BUYER WITH REFERENCE TO THE GOODS SOLD HEREUNDER FOR ANY CAUSE SHALL BE DEEMED WAIVED BY BUYER UNLESS SUBMITTED TO WESTSIDE IN WRITING WITHIN FORTY-EIGHT (48) HOURS FROM THE DATE BUYER DISCOVERED, OR SHOULD HAVE DISCOVERED, ANY CLAIMED BREACH.
REMEDIES UPON DEFAULT
Westside requires payment for any shipment hereunder in advance. If Buyer fails to make payment in accordance with the terms of this agreement or otherwise fails to comply with any provision hereof, Westside may, at its option, cancel any unshipped portion of this order, retain the goods and declare a forfeiture of the deposit as liquidated damages.
All of Westside’s drawings, descriptive matter, weights, dimensions, descriptions and illustrations contained in the Westside’s catalogues, prices lists or advertisements are close approximations only and intended to give a general description of the goods and shall not form part of this agreement. Furniture and lighting is handmade, and therefore is subject to slight variations. All sizes as indicated in the price list are within 1/2” variance.
Waiver by Westside of any breach of these terms and conditions shall not be construed as a waiver of any other breach, and failure to exercise any right arising from any default hereunder shall not be deemed a waiver of such right at any subsequent time. Any such waiver must be in writing and signed by an officer of Westside.
In the event that any one or more of these terms or conditions is held invalid, illegal or unenforceable, such provision or provisions shall be severed and the remaining terms and conditions shall remain binding and effective.