Terms & Conditions
TERMS AND GENERAL CONDITIONS OF SALE
LAST UPDATED 2/5/2014
These Terms and General Conditions of Sale are those of Commercial Furniture Resource, Inc. (hereinafter referred to as Commercial Furniture Resource) an independent provider of office environments; including used and refurbished office furniture and cubicles, space planning and installation services. Any reference to brands, colors or like designators or original equipment manufactures (OEM’s) is for the limited purpose of providing information for the intended use of our products and not to express or imply any OEM approval or authorization.
Prices and/or price quotes, both orally and/or in writing for all products and services are firm for 30 days from the date of initial proposal, provided completion can be accomplished within our current delivery cycle. Prices and/or price quotes do not include any sales use or excise taxes imposed by any governmental body, unless noted. Such taxes will be added to the invoice at time of billing. Buyers who are exempt from taxes shall provide the Commercial Furniture Resource with copies of exemption certificates upon acceptance of this proposal.
A 50% deposit will be required with all orders, unless waived by the written consent of Commercial Furniture Resource. The deposit will be returned only if Commercial Furniture Resource consents to same in writing and will be net of any and all manufacturer’s cancellation charges, order change charges and Commercial Furniture Resources’ mandatory 30% re-stocking charge. Custom orders require a deposit of 50% which will not be returned under any circumstances.
Products purchased may not be returned without written permission from Commercial Furniture Resources. A restocking fee of 30% will be made on all returned products. Customer must pay all return shipping fees. Only a merchandise credit (valid for one hundred and eighty (180) days only) will be issued to the customer unless Commercial Furniture Resource agrees in writing otherwise.
Orders refused by Customer will be subject to a restocking fee of 30%, costs of labor and freight charges.
CONDITION OF PRODUCTS
We describe our products as accurately as possible. Pictures of most products are available upon request; however, the customer is responsible for final determination of the suitability of the equipment.
Commercial Furniture Resource products sold shall be delivered F.O.B. from either its facility or as otherwise designated in writing and shall be at the risk of the Customer from the time the goods are delivered to the carrier at the point of shipment UNLESS other delivery terms and/or conditions are specifically stipulated by Commercial Furniture Resource in writing.
INSTALLATION AND REDELIVERY/RESCHEDULING
If Commercial Furniture Resource is to deliver and install products, normal delivery time and installation hours are 9:00 a.m. to 5:00 p.m. Monday to Friday. Delivery and installation preformed after normal working hours and weekends will be at an additional charge. Additional charges may apply in long carries over 100 feet and/or stair carries.
When redelivery or rescheduling of products is required because the customer is unable to accept the merchandise, Commercial Furniture Resource requires no less than 24 hours of notice prior to the scheduled delivery date. Commercial Furniture Resource reserves the right to charge up to a 30% surcharge to the customer for freight, re-handling and warehousing.
The Customer agrees that the job site shall be clean, clear and free of debris prior to installation. Electric current, heat/AC, hoisting, and/or elevator service shall be furnished without charge to Commercial Furniture Resource. Adequate facilities for off-loading, staging, moving, and handling of merchandise shall be provided.
Commercial Furniture Resources’ ability to erect or assemble furniture shipped, knocked-down, or to permanently attach, affix, or bolt in place movable furniture is dependant on jurisdictional agreements between trade unions at the job site. If trade regulations or union disputes require on-site tradesmen or outside labor to complete the installation, the cost of labor will be additional. Delivery of unusual items requiring special handling of merchandise such as insulated files, safes, bolting of files, etc, shall be charged to purchaser at applicable commercial rates for such handling. Furnishings delivered and brought onto the job site as scheduled shall be inspected and conditionally accepted by the customer. The responsibility for the security and safeguarding of the delivered furnishings shall at that time pass to the Customer.
DAMAGE IN TRANSIT
For its protection, the Customer should examine each shipment carefully. If there is any evidence of damage or shortage in transit, the Customer should insist that the delivering carrier make the appropriate notation on the freight bill before the Customer signs it. If concealed damage is discovered after receipt of the shipment, the Customer should immediately notify the carrier, requesting an inspection report to support any claim the Customer may have. Any claim for damages or shortage in transit must be filed with the delivering carrier. Commercial Furniture Resource will not accept returns of merchandise damaged in transit. The Customer’s recourse is with the delivering carrier.
DELIVERIES IN INSTALLMENTS
Commercial Furniture Resource reserves the right to make deliveries in installments. All such installments shall be separately invoiced and paid for, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve the Customer of its obligation to accept remaining deliveries.
BALANCE OF PAYMENT AND SECURITY INTEREST
All remaining balances on any purchase must be paid in cash upon delivery. The merchandise to which this order relates shall remain in the property of seller until it has been paid for in full. Buyer hereby authorizes seller to execute on its behalf such documents as may be necessary to perfect a security interest in the merchandise.
PAST DUE ACCOUNTS
A service charge equal to the lesser of one and one half percent per month or the legal maximum rate permitted by law will be charged on all past due invoices until paid in full.
Commercial Furniture Resource will use its best efforts to obtain delivery within quoted lead times.
ORDER CHANGES AND CANCELLATIONS
Orders may not be changed or cancelled, in whole or in part, without the prior written consent of Commercial Furniture Resource. Changes may affect delivery times and rates. The Customer will be liable for all resultant manufacturer charges, including restocking, for up to and including the total order value. Orders for special or custom product, including specially painted items and orders pursuant to expedite delivery, cannot be cancelled.
Commercial Furniture Resource reserves the right to change design and construction and discontinue products without prior notice. All dimensions are considered to be approximate. Note that if cubicles have power, a licensed electrician will need to be hired by the Customer for building power connection to cubicle infeed power.
If the Customer requests a delay after in the initial agreed upon delivery date, the Customer must pay for the product in full and when the order is ready for shipment Commercial Furniture Resource may transfer the product to storage, in which case all expenses incurred in connection with storage shall be payable by the Customer. Risk of loss to the product shall pass to the Customer upon delivery of the product in to storage. If the product is stored for more then 30 days without delivery, the product will be deemed abandoned by the Customer and disposed of as Commercial Furniture Resource desires without notice.
Commercial Furniture Resource warrants that the goods covered by this order conform to contract specifications. All other warranties expressed or implied, including without limitation any implied warranty of merchantability or fitness for any particular purpose are excluded.
Commercial Furniture Resource offers all used products in AS-IS condition. Commercial Furniture Resource ensures every effort is made to provide pre-owned product in a reasonable condition. Reasonable condition is defined as: fabrics are free from rips and tears with exceptions given to normal wear and tear (includes fading). Laminates are free from deep gouges and chips exceeding 3/8” in length/diameter. Painted surfaces are free from abnormal/excessive scratches and dents with exceptions given to normal wear and tear.
This Warranty is made by Commercial Furniture Resource only to Customers acquiring the product directly from Commercial Furniture Resource and is Non-Transferable from the original purchaser. Commercial Furniture Resource’s obligation and the Customer’s remedy pursuant to this warranty are limited to repair or replacement, at Commercial Furniture Resource’s option, of parts which prove, under normal use to be defective within the period stated. This remedy is expressly agreed to be exclusive as a condition of such replacement. No person, firm or corporation is authorized to assume for Commercial Furniture Resource any other liability in connection with Commercial Furniture Resource products.
Seating 2 Years (weight limitations to OEM specs)
Desks 5 years
Cubicles 10 years
Tables 5 years
This warranty does not apply to damages resulting from shipment, storage, accident, alteration, misuse, assembly or installation. All claims under this warranty must be made in writing.
In no event shall seller be liable for lost profits, incidental damages, consequential damages, losses or expenses, whether direct or indirect, incurred by purchaser as a result of any defect in the products sold pursuant to this agreement, regardless of whether purchaser's claim is in warranty, breach of contract, tort or otherwise. The maximum liability of seller, whether arising from breach of contract, tort (including negligence), strict liability, breach of warranty or otherwise, shall be the purchase price for the goods.
except as otherwise agreed to in writing by seller, seller makes no warranties whether expressed or implied, including implied warranties of merchantability and fitness for a particular purpose, with respect to any goods sold by seller to purchaser, which warranties are hereby specifically disclaimed. In other words, the sale of the goods from seller to purchaser is "as is", "where is" and "with all faults."
If Purchaser defaults under this Agreement, Seller may, at its option, exercise any or all of the following remedies, in addition to or in lieu of any other remedies provided by law: (i) Declare all monies owed at that time under this Agreement or under other agreements between Seller and Purchaser immediately due and payable, (ii) Cease performance under this Agreement or any other agreement between Seller and purchaser, including but not limited to, the shipment of any additional goods which Seller is otherwise obligated to ship under this Agreement or any other agreement between Seller and Purchaser, or (iii) Without demand or legal process, enter into the premises where any goods sold by Seller to Purchaser (for which the purchase price has not been paid) may be found and take possession of and remove the goods without liability therefor. Upon Seller regaining possession, all Purchaser's rights in such goods shall terminate absolutely. Purchaser hereby grants to Seller a purchase money security interest in all good purchased by Purchaser from Seller. For any payment due under this
Agreement which is not paid when due, interest shall accrue from the due date at the rate of one and one-half percent per month, or the maximum amount permitted by law, whichever is less. Seller's failure to take immediate action to enforce its rights and remedies in the event of default shall not be deemed a waiver of any such rights or remedies provided in this Agreement.
All claims shall be deemed waived unless made in writing, delivered to Commercial Furniture Resource within seven days after receipt of goods by the Customer. In no event will any claim be entered after goods have been cut or otherwise processed. The customer shall afford Commercial Furniture Resource prompt and reasonable opportunity to inspect any and all products as to which any claim is made. Commercial Furniture Resource shall in no event be liable for the Customer’s manufacturing costs, lost profits, good will, or any other special or consequential damages.
CREDIT EXTENDED TO THE CUSTOMER BY COMMERCIAL FURNITURE RESOURCE
Commercial Furniture Resource reserves the right to revoke any credit extended the Customer if the Customer fails to pay any invoice when due. If in Commercial Furniture Resource’s opinion there is a material adverse change in the Customer’s financial condition, seller shall have the right to suspend further shipments until Commercial Furniture Resource receives adequate assurance of the Customer’s ability to pay therefore.
Commercial Furniture Resource shall not be liable for any delay in delivery and/or installation of products due to force majore; which includes labor strikes, accidents, mechanical breakdowns of buildings systems, acts of God, severe weather conditions, acts of terrorism, or any other delays beyond the control of Commercial Furniture Resources. If timely performance of any obligation under this Agreement is prevented by cause of force majore, then such failure or delay shall not constitute default of the parties’ agreement. If and in the event force majore will cause to delay the installation and or delivery of furniture and equipment from/to the Premises within the prescribed time frame herein agreed to, Commercial Furniture Resource shall have the right to reschedule delivery and or installation, which shall occur shortly after the cause of force majore is lifted there shall be no penalties or liability of any type incurred by Commercial Furniture Resource. At no time shall Commercial Furniture Resource be responsible for any expenses incurred by the Customer, Premises/Building, Building Management, or the Building Owners for any delay in delivery and or installation caused by force majeure.
Costs and Attorneys' Fees
In the event of a dispute arising under this Agreement, whether or not a lawsuit or other proceeding is filed, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, including attorneys’ fees and costs incurred in litigating entitlement to attorneys’ fees and costs, as well as in determining or quantifying the amount of recoverable attorneys’ fees and costs. The reasonable costs to which the prevailing party is entitled shall include costs that are
Taxable under any applicable statute, rule or guideline, as well as non-taxable costs, including, but not limited to, costs of
Investigation, copying costs, electronic discovery costs, telephone charges, mailing and delivery charges, information technology support charges, consultant and expert witness fees, travel expenses, court reporter fees, and mediator fees, regardless of whether such costs are otherwise taxable.
Applicable Law and Venue
This Agreement shall be deemed to be entered into in the State of New Jersey and the laws of the State of New Jersey shall govern the validity, interpretation and enforcement of this Agreement. Venue and jurisdiction of any action or proceeding arising out of this Agreement shall lie exclusively within the state courts of competent jurisdiction located in Morris County in New Jersey. Purchaser hereby consents to such jurisdiction and waives any other venue. Purchaser hereby waives any right of removal to United States District Court.
Waiver of Right to Jury Trial
THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY OTHER INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTION OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT
This contract shall be governed by and construed according to the laws of New Jersey.
This contract constitutes the entire agreement between the parties, all prior representations and understandings have been merged herein. It may not be modified or terminated except by a writing signed by a duly authorized representative of Commercial Furniture Resources.
Although every attempt has been made to ensure the accuracy of the information document, Commercial Furniture Resource is not responsible for typographical errors. Specifications and prices are subject to change without notice.
By signing below you are agreeing to the terms and conditions expressed in the above document.
Name (Print) X________________________________________