re-ply terms & conditions of sale

This is a contract for the sale of custom fabricated furniture and fittings.

For online orders, by purchasing our products you agree to the following terms:

Date: [date]

Buyer: [name] of [address] (“Buyer”)

Delivery address: [address] (“Delivery Address”)

Seller: re-ply with heart LLC of 110 E25th St, New York, NY 10011 (“Seller”)

Seller’s representative: [representative] (“Representative”)

Price of the Goods: [price] (“Price”)

 

Key terms

Items purchased

Seller agrees to sell, and Buyer agrees to buy custom fabricated furniture and fittings (“Goods”) as described in the Seller’s quotation attached (“Quotation”) and incorporated into this Contract by this reference in accordance with the terms and conditions of this Contract.

Payment

The Price:

1. is in US dollars;
2. is for the Goods to be installed at the Delivery Address; and
3. excludes any applicable sales or other taxes, which will also be payable by the Buyer.

50% of the Price is due prior to commencement of fabrication. The balance is due upon installation. Please make checks payable to the Seller.

The Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. The Buyer shall reimburse the Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

Raw materials and fabrication costs (collectively “Costs”) are subject to change at short notice and are outside the control of the Seller. The Seller reserves the right to increase the Price by up to 10% due to increases in Costs. The Seller will notify the Buyer as soon as it becomes aware of increases in costs that may result in the Seller increasing the Price.

Title and risk of loss

Title to and risk of loss of the Goods passes to the Buyer upon delivery to the Delivery Address.

If for any reason the Buyer fails to accept delivery of any of the Goods, the Goods shall be deemed to have been delivered, the risk of loss of the Goods shall be deemed to have been passed to the Buyer, and the Seller, at its option, may store the Goods until the Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

Return policy

Sales are final. Goods are not returnable.

Variations

The Seller has a policy of continuous product development and reserves the right to amend the specifications of products. The Goods supplied may differ from, but will be of equivalent value, functionality and appearance to, the Goods described in the Quotation.

Materials and finishes

The Seller incorporates natural materials into its products. The natural beauty of these materials results in random variations in color and pattern. This variation, which is kept within acceptable limits, is an integral part of the appearance of the Goods and is to be expected. In addition, finishes are subject to color change depending on age and exposure to light.

Limited warranty and liability

The Seller warrants the Goods against defects in manufacturing and workmanship for a period of ninety (90) days from date of installation, provided the Goods were used under normal conditions and were used for the purposes for which they were designed. The warranty does not cover wear and tear.

The warranty is to the initial purchaser and is valid while they own the Goods. No other warranty, including warranty of merchantability and fitness for any particular purpose is made by the Seller either express or implied.

The Seller will not be liable for incidental or consequential damages arising from any product defect.

The Buyer shall give written notice of the defect, reasonably described, to the Seller within 7 days of the time when Buyer discovers or ought to have discovered the defect and the Seller shall be given a reasonable opportunity after receiving the notice to examine such Goods for verifying Buyer’s claim that the Goods are defective.

The Seller shall not be liable for a breach of the warranty set forth herein if the Buyer makes any further use of such Goods after giving such notice, the defect arises because Buyer failed to follow the Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods, or the Buyer alters or repairs such Goods without the prior written consent of the Seller.

Once the defects are reasonably verified by the Seller, it will replace or repair any defective goods at no charge, or refund to the Buyer the amount paid for the goods in question. The decision whether to repair, replace or refund will be the Seller’s solely.

The remedies set forth herein shall be the Buyer’s sole and exclusive remedy and the Seller’s entire liability for any breach of the limited warranty.

In no event shall the Seller be liable for any consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, lost profits or revenues, or diminution in value, arising out of, or relating to, and/or in connection with any breach of this Contract, regardless of (i) whether such damages were foreseeable, (ii) whether or not the Seller was advised of the possibility of such damages, (iii) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based, and (iv) the failure of any agreed or other remedy of its essential purpose.

In no event shall the Seller’s aggregate liability arising out of or related to this Contract, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the total of the amounts paid to the Seller for the Goods sold hereunder.

The Seller shall have no liability to pay any money to the Buyer by way of compensation other than any refund made under these conditions.

 

The Representative

The Representative acts as an agent for and with the authority of the Seller. The roles of the Representative are:

1. to represent the Seller to the Buyer;
2. to facilitate the sale of Goods by the Seller to the Buyer; and
3. to undertake tasks on behalf of the Seller as agreed between the Representative and the Seller.

The Buyer acknowledges that:

1. the Buyer is not entering into a contract for the purchase of any goods or services from the Representative;
2. any actions by the Representative in relation the design, manufacturing or installation of the Goods (“Representative Actions”) are undertaken solely in the Representative’s capacity as representative of the Seller (that is, as if the Seller were undertaking the Representative Actions itself); and
3. the Representative does not undertake any Representative Actions on its own behalf.

The Seller agrees that in the event of any claim in relation to the Goods, it has no right to redress against the Representative and that any right to redress is solely against the Seller.

 

Buyer comments

Any comments, suggestions, ideas, materials and other submissions that the Buyer sends to the Seller or the Representative by email, mail, telephone, in person or otherwise, or in any social media accessible in the future (“Buyer Comments”) are provided on a non-confidential basis. By submitting Buyer Comments, the Buyer is granting the Seller an irrevocable and unrestricted license to the Buyer Comments for any purpose whatsoever, including use, reproduction, publication, broadcast, posting, modification, transmission, display, distribution or creating derivative works.

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General

Intellectual property

All product designs, copyrights, trademarks, trade dress or other intellectual property owned, controlled or licensed by the Seller are protected by U.S. and international copyright laws. the Seller reserves its rights in relation to all intellectual property.

The Seller name and logos and all related product and service names, design marks and slogans are the trademarks or service marks of the Seller. All other marks are the property of their respective owners. No trademark or service mark license is granted in connection with the Goods. 

Events beyond the Seller’s control

The Seller shall have no liability to the Buyer for any delay or failure to deliver Goods that is caused by any event or circumstance beyond reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or any other natural disaster or accident.

No Setoff

The Buyer shall not, and acknowledges that it will have no right, under this Contract, any other contract, agreement, document, or law, to withhold, offset, recoup, or debit any amounts owed (or to become due and owing ) to the Seller or any of its affiliates, whether under this Contract or otherwise, against any other amount owed (or to become due and owing) to it by the Seller or its affiliates, whether relating to the Seller’s or its affiliates’ breach or non-performance of this Contract or any other contract between the Buyer or any of its affiliates, and the Seller or any of its affiliates, or otherwise.

No warranties

Each of the parties acknowledges and warrants to each other party that (except for any specific warranties and representations made in this document):

1. it has entered into this contract relying entirely upon its own independent appraisal and assessment all relevant matters;
2. it does not rely on any account, letter, document, correspondence or arrangements whether oral or in writing as adding to or amending the terms and arrangements set out in this document and that the conditions and stipulations in this document constitute the only agreement between the parties; and
3. it does not rely upon any warranty, statement or representation made or given by or on behalf of any party.

Amendments

No amendment to or modification of this Contract is effective unless it is in writing, identified as an amendment to this Contract, and signed by the Buyer and the Seller. For the avoidance of doubt, Representative is not authorized to modify this Contract in anyway.

No waiver by the Buyer or the Seller of any of the provisions of this Contract shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Contract, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Contract shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. For the avoidance of doubt, Representative is not authorized to waive any rights on behalf of the Seller under this Contract.

Entire agreement

This document contains the entire agreement as between the parties in relation to its subject matter. Any previous representations or communications between the parties and any negotiations in relation to this document are merged in and superseded by this document and are of no force or effect.

Invalidity

If any part of these terms and conditions is unenforceable (including any provision in which the Seller’s liability to the Buyer is excluded) the enforceability of any other part of these conditions will not be affected.

Governing Law

All matters arising out of or relating to this Contract shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law rule that would cause the application of the laws of any other jurisdiction.