These Sales Order Terms and Conditions (these “Terms”) govern all purchases of goods from Sandler Seating, Inc. (“Seller”). Buyers of Seller’s goods agree to be bound by these Terms.
PRICES: Orders will be billed at prices in effect at the time of acknowledgment. Prices are exclusive of sales tax and shipping charges. Additional Charges: Orders under $2,000.00 (exclusive of taxes and freight charges) will be subject to a $200.00 small order surcharge. Custom stain match will be subject to a $300.00 surcharge.
SHIPPING AND DELIVERY: Unless otherwise noted on our invoice, shipments are EXW (as defined in Incoterms 2010) shipping point Seller’s facility (Conover N.C.). Buyer shall be responsible for all freight and other charges incurred in connection with shipping the goods. Delivery by Seller to the shipping point shall constitute delivery to Buyer. The signature of Buyer or any of its representatives on the Bill of Lading or receipt of shipment shall constitute conclusive proof of receipt by Buyer and shall be deemed acceptable by Buyer. . Seller will arrange shipping upon request but additional costs will likely apply. Please contact us for a revised quote if needed. Any instructions received to change ship to addresses after shipping documentation and labelling have been prepared by Seller will be billed to the customer at cost, with a minimum charge of $100.00 per change.
SPECIFICATIONS: The goods will meet the specifications as described on Seller’s website. Seller shall not be responsible for slight variations in stain color. NOTWITHSTANDING, SELLER RESERVES THE RIGHT TO MAKE MINOR DESIGN OR MODIFICATION CHANGES.
PAYMENT TERMS: First Order: 50% deposit with order; balance prior to delivery. Orders below $2,000.00 (exclusive of tax and shipping) require full payment at time of order. Second Order: Net 30 days from invoice subject to credit approval as set forth below. Where credit is extended, late payments will incur a finance charge of one and one-half percent (1 ½ %) per month (eighteen percent (18%) per annum) or the maximum rate allowed by law, whichever is less.
NEW ACCOUNTS: A credit application must be submitted with the order and are subject to Seller’s written approval. . If credit cannot be established, the terms are 50% deposit/final balance prior to delivery. For orders below $2,000.00 (exclusive of taxes and freight charges), payment is required in full. Seller has the right to cancel or limit Buyer’s ability to purchase on credit at any time in its sole discretion.
ACCEPTANCE AND CANCELLATION OF ORDERS: All orders are subject to acceptance by Seller which will be made in the form of an order acknowledgment or invoice. Once acknowledged by Seller, orders are non-cancellable except with the written consent of Seller. Where orders require full payment or a deposit before delivery, if such payments are not made within fourteen (14) calendar days of invoice, Seller shall have no obligation to deliver goods or return any pre-payments.
DELIVERY TIME: Approximate delivery dates are as set forth on the order acknowledgment or invoice. Seller shall not be responsible for any loss or damage caused by delays beyond our control, including but not limited to acts of God, flood, war, government action, accident, labor trouble or shortage or inability to obtain material, equipment or transportation. If resulting delay occurs, shipments may be suspended and resumed upon removal of such cause. .
DAMAGE IN TRANSIT: Buyer is obligated to inspect the goods upon delivery. Where delivery is EXW, Buyer agrees that it shall look to, the delivery carrier for all damage that occurs in transit; Seller bears no responsibility for same. Where Seller arranges for shipping and is paid an additional charge for same, Seller shall replace or repair (at Seller’s option) the damaged goods as soon a reasonably practicable provided that Buyer provides within seven (7) calendar days of delivery of the goods: 1. Clear photos showing damage and 2. a shipping company delivery receipt that notes the damage. Seller will waive the requirement of a shipping company delivery receipt where the damage was concealed provided that the Buyer can prove that the damage was caused prior to delivery to Buyer.
MAINTENACE AND CARE: To keep goods safe and functional and preserve warranty claims, Buyer should inspect goods quarterly and tighten loose screws. Worn or damaged glides should be replaced. Buyer should only move goods that stack in complete stacks on chair dollies. Questions regarding maintenance can be addressed to a customer service representative (404 982 9000).
LIMITED WARRANTY AND EXCLUSIONS: Seller warrants the frames used in chairs and sofas and all other components of other furniture products (e.g. tables) to be free from material manufacturing defects for a period of two years (2) from the date of sale (the “Warranty Period”) provided that Buyer notifies Seller in writing of any defect for which a warranty is claimed within 30 days from the occurrence of the failure. Buyer will permit Seller representatives to inspect any damaged goods on site and to take photographs in Sandler’s sole discretion.
The limited warranty does not apply to upholstery and upholstery parts. Nor shall Seller have any obligation under this warranty with respect to a subsequent Buyer of the Products.
SELLER MAKES NO OTHER EXPRESS WARRANTY WITH RESPECT TO THE GOODS AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND ALL WARRANTIES ARISING FROM COURSE OF CONDUCT, COURSE OF DEALING OR CUSTOM OF TRADE. SELLER SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE, CHANGE OR EFFECT TO THE GOODS RESULTING FROM OR RELATED TO ANY ACTS OR OMISSIONS OF BUYER, ITS AGENTS OR CUSTOMERS INCLUDING BUT NOT LIMITED TO FAILURE TO PERFORM THE REQUISITE MAINTENACE AS SET FORTH HEREIN. NO REPRESENTATIVE OF SELLER IS AUTHORIZED TO MAKE ANY CHANGES OR MODIFICATIONS TO THESE LIMITED WARRANTIES. SELLER’S SOLE LIABILITY UNDER THIS LIMITED WARRANTY SHALL BE TO REPLACE OR REPAIR DAMAGED PRODUCT, AT SELLER’S SOLE DISCRETION. IN NO EVENT SHALL SELLER BE LIABILE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR PERSONAL INJURY, LOST PROFITS OR PROPERTY DAMAGES RESULTING FROM THE USE OF THE GOODS SOLD BY SELLER.
TITLE AND REPOSSESSION: Title of goods remains with Seller until invoice is paid in full. Seller may repossess merchandise without notice and the customer may be reasonably charged for the use of the merchandise and for any costs incurred in repossession, freight, restocking or resale upon a payment default by Buyer.
RETURN OF MERCHANDISE: No goods will be accepted for return, credit, repair or replacement unless except in the specific circumstances set forth herein. In such cases, Buyer must obtain written permission from Seller to return goods. All returned goods must be sent PREPAID. Any goods sent collect will be refused.
COM – CUSTOMERS OWN MATERIAL: Material measurements are based on minimum order of 4 pieces and are for guidance purposes only. Please call for COM requirements on orders over 20 pieces. Customer is responsible for ensuring the correct amount of COM is shipped. Additional shipping charges may apply if insufficient COM sent. All COM yardage is based on non-repeating patterns. Please call Customer Service if there are questions regarding repeats. Seller is not responsible or obliged to return any unused fabric. COM deliveries should be sent prepaid to Seller at the above address and tagged with the following: (i) Sandler Seating Acknowledgment number; (ii)- Dealer & Customer Name; (iii)- Customer name; (iv)- Model number and quantity of chairs to which the fabric relates; (v) – Fabric Content (e.g., “50% polyester, 50% cotton”), Pattern, Color Specification and weight. Failure to provide this information may cause delays in producing your order.
GOVERNING LAW, JURISDICTION: These terms and conditions shall be governed and construed in accordance with the Uniform Commercial Code as enacted in the State of Georgia and other applicable laws of the State of Georgia. Buyer agrees that the Federal Court of the Northern District of Georgia, Fulton County, Georgia shall have the exclusive jurisdiction to hear and determine any claims or disputes between Buyer and Seller, pertaining directly or indirectly to any goods supplied pursuant to the terms and conditions herein contained. Buyer expressly submits and consents in advance to such jurisdiction and any action or proceeding commenced in such courts. The exclusive choice of jurisdiction set forth herein shall not be deemed to preclude the bringing of any action by Seller for enforcement by Seller of any judgment or for any other remedies.
LIMIT OF LIABILITY: Seller’s liability for damages to Buyer for any claim whatsoever, regardless of the form of action (whether in contract or tort, including negligence), shall be limited to actual damages, which in no event shall exceed the amount paid to Seller for the goods. Seller shall have no liability to Buyer (or any person or entity claiming through Buyer) for lost profits, loss of revenue or for incidental, special or exemplary or consequential damages and these are hereby waived by Buyer.
MISCELLANEOUS: No terms or conditions other than those stated in this Agreement shall be binding on the Seller unless such modification or additional terms are made in writing and executed by the Seller. The terms and conditions of this Agreement shall take precedence over any different or conflicting terms in any other documents. Acceptance by Seller of Buyer’s order is expressly limited to the terms and conditions contained in this Agreement. If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from the Terms and will not affect the validity and enforceability of the remaining provisions. The invalidity in whole or in part of any provision hereof shall not affect the validity of any other provision. Except where a remedy is expressly stated to be the exclusive remedy, the rights and remedies of Seller shall be cumulative and in addition to any other rights or remedies provided by applicable law or equity. The rights and obligations of Buyer shall be Buyer hereunder may neither be assigned nor delegated without the prior written consent of Seller. The proceeding Terms and terms of payment set forth in the order acknowledgement and invoice represent the entire agreement between Buyer and Seller relating to the subject matter herein. The rights and obligations of these terms and conditions will survive the cancellation, termination, completion and/or fulfillment of any order hereunder.