Terms & Conditions
Understanding. Unless otherwise stated by Atelier Gary Lee (“Showroom”), any proposal and/ or any resulting contract between Showroom and a customer of Showroom ("Buyer") will be subject to the following terms and conditions. These terms and conditions represent the complete 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 Showroom or Manufacturer (as defined below) unless made in writing and signed by an officer of Manufacturer and an officer of Showroom. No modification of any of these terms will be effected by Buyer's purchase order, shipping request or similar forms containing terms and conditions conflicting or inconsistent with the terms herein.
Order Subject to Acceptance. Acceptance of orders is based on the express condition that Buyer agrees to all of the terms and conditions contained herein, and the placing of any order by Buyer will constitute Buyer's agreement to these terms and conditions. In addition, all orders for goods are subject to acceptance by the manufacturer of the product line ("Manufacturer").
Cancellation/ Changes of Orders. Goods within an order may be custom made or cut, processed, altered or treated to order specifications. As a result, orders are not cancelable after ten (10) working days, and goods are not returnable at any time. After ten (10) working days, any deposit made by Buyer in connection with an order is fully nonrefundable. Changes in orders require prior written approval from Manufacturer and Showroom and will be subject, in addition to changes in the price of goods, to change, cancellation or stocking fees which may be up to 50% of the net selling price.
Prices and Terms. Showroom's prices for its services shall be as disclosed to Buyer in a proposal or other price list, and all prices for goods are F.O.B. shipping point, and are quoted in U.S. dollars. A minimum deposit of fifty percent (50%) of the purchase price is required to initiate an order. Orders for textiles and in stock products require payment in full to initiate an order. All accounts shall be paid in full when invoiced. A service charge of the lesser of two percent (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. Buyer shall pay, or reimburse Showroom for, all charges for transportation and delivery and all excise, order, occupation, use, sales or similar taxes, levies, charges or surcharges with respect to an order, and Buyer shall pay, or reimburse Showroom for, all other expenses levied by any government authority, whether federal, state or local, either directly or indirectly, applicable to the merchandise or services sold by or through Showroom. All orders must be paid in full, including shipping, handling, packing, storage, taxes and service charges, prior to any shipment to Buyer.
Title/ Risk of Loss. Delivery of goods to a carrier for delivery to Buyer shall be deemed to constitute delivery to Buyer, and thereupon title to such goods, and risk of loss or damage, shall be Buyer's. Buyer shall inspect goods upon receipt and any claim by Buyer against Manufacturer, Showroom or carrier for shortage or damage must be made in writing within forty-eight (48) hours after receipt of shipment. After such period, all goods will be deemed accepted, except as such notice in writing has been timely given. Acceptance by Buyer of any goods shall constitute a waiver by Buyer of any default or claim for damages on account of such goods.
Delivery Dates. All quoted completion and delivery dates are estimates only, and neither Showroom nor Manufacturer shall be liable for any delay in shipment or receipt of goods.
Method of Shipment. Manufacturer will determine product shipment methods and carriers unless otherwise agreed by all parties. Any shipments returned to Manufacturer or Showroom, including but not limited to such returns as a result of Buyer's improper failure to accept delivery or otherwise accept the goods, will require Buyer to pay all additional costs incurred by Manufacturer and/ or Showroom, including shipping and storage fees.
Warranty and Disclaimer. Showroom warrants that its services shall be conducted in accordance with appropriate standards in the industry. All warranties as to any goods shall only be as provided by the Manufacturer. Showroom makes no warranties on the goods, including that they are free from defects in workmanship and materials. No warranty shall apply to damage or breakage resulting from misuse, accidents, abuse, neglect, mishandling or wear by Buyer. The warranties of Showroom herein are the sole warranties provided by Showroom and are in lieu of all other express or implied warranties, all of which are expressly disclaimed, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose.
Limitations of Liability. Neither Showroom nor Manufacturer shall be liable for special, punitive, incidental or consequential losses, damages or expenses, directly or indirectly arising from the services of Showroom or the manufacture, sale, handling or use of any goods, or from any other cause with respect to the services or goods of, or obtained by, Showroom, whether such claim is based upon breach of contract, breach of warranty, strict liability in tort, negligence or any other legal theory. Further, in no event shall Showroom or Manufacturer be liable for any damages or other amounts for any reason whatsoever in excess of the purchase price of the goods and services ordered by Buyer. Manufacturer’s liability may be further limited, as per the terms of the Manufacturer's warranty. Any claim by Buyer with reference to the services of Showroom or any goods sold shall be deemed waived by Buyer unless submitted to Showroom and/ or Manufacturer, as applicable, in writing, within thirty (30) days from the date Buyer discovered, or should have discovered, any claimed breach.
Remedies Upon Default. If Buyer fails to make payment in accordance with the terms herein or otherwise fails to comply with any provision hereof, Showroom may, at its option, cancel any unshipped portion of an order, retain the goods and declare a forfeiture of the deposit as liquidated damages. Showroom shall also (in addition to other remedies available) have the right to appropriate and sell the goods and apply the amounts collected to any payment due to Showroom, Manufacturer and/ or the payment of any expenses and costs to exercise Showroom’s rights hereunder, as Showroom shall determine in its sole discretion. Buyer will remain liable for the balance of all unpaid accounts.
Drawings, Plans, Dimensions, Samples. All drawings, plans and designs created by Showroom shall remain the property of Showroom. Showroom also reserves the right to identify Buyer as a customer of Showroom and, as agreed to by Buyer, to use photographs or other renderings of Showroom's work for Buyer in Showroom's marketing and promotional materials. All drawings, descriptions, dimensions and illustrations provided by Showroom or Manufacturer, including in any price lists, catalogs or advertisements, are close approximations only. Any examples or samples exhibited or provided to Buyer are for general informational purposes only. Nothing in any drawings, descriptions, illustrations, lists, advertisements, catalogs or samples shall be deemed to create a representation or warranty or serve as the basis for any claim against Showroom or Manufacturer. In addition, furniture, lighting, textiles or other goods may be handmade or specially treated or processed and are subject to slight variations, which Buyer acknowledges and agrees to.
Waiver. Waiver by Showroom or Manufacturer 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 which may be exercised at any subsequent time.
Force Majeure. Neither Showroom nor Manufacturer shall be liable for any delays in, inability to complete, or other default in any order for any reason or cause beyond Showroom’s or Manufacturer’s reasonable control, including but not limited to (a) government action, war, riots, civil commotion, embargoes or martial laws, (b) Showroom’s or Manufacturer’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 Showroom, Manufacturer or others, (e) fire, flood or other casualty, or (f) other contingencies of manufacture or shipment. In the event of any delay in Showroom’s or Manufacturer’s performance due, in whole or in part, to any cause beyond Showroom’s or Manufacturer’s reasonable control, Showroom and Manufacturer shall have such additional time for performance as may be reasonably necessary under the circumstances.
Severability. 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.
Governing Law. The order and all rights and obligations there under, including matters of construction, validity and performance shall be governed by the laws of the State of Illinois including the Uniform Commercial Code as enacted in that jurisdiction, without giving effect to any choice of laws rules.