(Applies to all orders. Effective 01 January 2020)
(Revised 01 April 2020)
COVID-19/STATE OF EMERGENCY
We remain dedicated to getting your order to you as quickly as is safely possible. Our current ship time service level is a bit longer than usual so that we can ensure our employees are working in a safe environment following CDC Guidelines for Covid-19 while preparing your order. The average order to ship time is 15-20 business days (6-8 weeks for custom items) after we receive your payment/PO.
Delivery of your order may also take a little longer as COVID-19 and recent States of Emergency in some metropolitan areas have delayed the movement of freight/parcels. Click here to read a statement from our freight carrier regarding their COVID-19 response.
We recommend that you set expectations upfront with your customer and not schedule your market install until after you receive your market.
1. ACCEPTANCE OF TERMS AND CONDITIONS
These terms and conditions of sale (“Terms” or “Agreement”) shall constitute a binding contract between Fixturelite, Inc. (“Fixturelite”) and the buyers, purchases, or customers (collectively referred to as “You”, “Your” or “Customer”) of its furniture and case goods (collectively “Products”). These Terms shall govern all Products purchased from Fixturelite and may not be modified or amended by any oral agreement, course of performance, trade usage, or course of dealing. Any conflicting term in any other document or communication shall be deemed rejected unless such terms are in a writing that expressly references the amendment of these Terms and is signed by both parties. By requesting Products, placing an order, accepting delivery, or making a payment, Customer agrees to be bound by this Agreement.
2. FREIGHT CARRIER CLAIMS
All Products are inspected by the freight carrier (the “Carrier”) before shipping and acknowledged in a signed writing to have been picked up in good condition. Title and risk of loss passes to Customer upon placement of the Product with the Carrier. Therefore, Customers or their receiving warehouses must inspect the items upon arrival and make claims for any shipping damage, loss or shortages directly to the Carrier. Customer or their receiving warehouse should retain all packing materials of damaged items until the claim is resolved.
3. DELIVERY AND ACCEPTANCE
Customer shall immediately inspect Products upon receipt. Any damages (other than shipping damage), shortages, errors, or other inconsistencies with the order specifications set forth in the Acknowledgment (collectively “Non-Conforming Product”), must be documented on the Carrier’s Delivery Receipt and reported to Fixturelite, in writing, within forty-eight (48) hours of receipt of the shipment to firstname.lastname@example.org. Any Products with glass (coolers, microwaves, etc.), must be unpackaged and inspected for damage immediately upon receipt. Any damage must be must be documented on the Carrier’s Delivery Receipt and reported to Fixturelite, in writing immediately. All such claims shall be accompanied by photographs and other documentary evidence sufficient for Fixturelite to evaluate the claim.
Fixturelite shall have the right to inspect any allegedly Nonconforming Product and may request the return of the Nonconforming Product to facilitate such inspection. If, upon inspection, Fixturelite determines that the claim is unsubstantiated, the return will be rejected and handling and restocking charges will be assessed.
Failure to report a claim within such forty-eight (48) period and or failure to document the damage on the Carrier’s Delivery Receipt shall constitute a waiver of all such claims by the Customer and the acceptance of the Products as delivered.
Products displaying imperfections, color or material deviations or variations inherent in certain fibers, leathers, metals, fabrics or woods are not Nonconforming Products.
No Products, including Nonconforming Product, shall be returned without Fixturelite’s written consent. Unauthorized returns will be reshipped to the location of origin freight collect.
All authorized returns of Products, other than Nonconforming Products, shall be subject to in/out freight and handling charges and a 50% restocking fee.
All approved returns must be returned in their original packaging and in the same condition as when received.
5. CUSTOMER REPAIRS
Charges for third-party repairs made by or at the direction of Customer will not be reimbursed without prior written authorization from Fixturelite.
6. CLIMATIC CONDITIONS, SUITABLE APPLICATIONS
Climatic conditions, including heat, light and humidity levels, within the user’s environment, can affect fabric and wood, and may lead to fading, stretching, shrinking or other damage. Fixturelite is not responsible for determining the suitability of any Product, fabric or material for a particular project, design, application, climate, property, condition, use, code requirement, or Customer need or purpose. The selection of Products, fabric or material for specific placements or applications is made at the discretion and sole risk of the Customer and Fixturelite shall have no liability for such selections. Accordingly, Customers are urged to review the suitability of such choices before ordering. All Fixturelite items are designed to be stored and used in climate-controlled environments.
7. CUSTOM REQUESTS
Custom quotes must be reviewed by the Company for suitability before it is accepted into production. Robert Fixturelite reserves the right to reject custom requests. Fixturelite also reserves the right to make changes which relate to product structural integrity without notice.
Delivery dates and lead times are estimates only, based on production schedules at the time of the order, and are subject to change. Production cannot begin and lead times cannot be calculated until Fixturelite receives the order and required deposit, issues a written Acknowledgment, and the period for any changes or corrections, described herein, has passed (the “Order Finalization Date”). In no event shall Fixturelite be responsible for costs, fees or damages associated with production, shipment or delivery delays.
9. FREIGHT & SHIPPING
Estimated delivery times for Furniture Products are 3-14 business days from the Order Finalization Date. This time may be extended if the delivery is going to a remote location. Once an item has left the manufacturing facility, Fixturelite may have tracking information, which it will provide upon request, but has no control over the transportation of the Products. Customers can select their own carriers by providing the carrier’s name, address, contact information and phone number, upon written request to Fixturelite at the time of order placement. If the Customer does not select their own carrier, Freight rates are subject to change due to carrier price changes and fuel surcharges. All freight is FOB, point of origin. Title and risk of loss passes to customer upon placement of item with the Carrier. Prepaid freight is based on cubes or weight, not value. In shipping dock to dock, the carriers will only deliver to a professional receiving/delivery service. All furniture should be unpacked, examined and repacked before delivery to the end-user. Fixturelite is not responsible for furniture that is not properly repacked by third-parties.
10. FORCE MAJEURE
The Company shall not be liable for delay or failure in performance hereunder arising from any act of God or nature, strike, labor disruption, government action, materials shortages or other cause not within its control.
Complete written orders received from the Customer will be acknowledged in writing (the “Acknowledgment”) by Fixturelite within seventy-two (72) hours of receipt. No order is binding on Fixturelite unless the required deposit amount, described herein, is received and a written Acknowledgment is sent by Fixturelite. Fixturelite reserves the right to reject any order and refund any deposit in its discretion. It is the Customer’s responsibility to immediately review the Acknowledgment to ensure it is consistent with order specifications. Any errors, discrepancies, changes or modifications shall be communicated to Fixturelite in writing within five (5) days of receipt of the Acknowledgment. After five (5) days, any changes to an order shall be submitted in writing and may be subject to additional charges for materials, labor and other related costs, up to and including the full purchase price of the originally ordered Products.
11B. ORDER CANCELLATION AND STORAGE FEES
Any cancellation of an order must be made in writing within five (5) business days of the order date and is subject to a cancellation fee. Notwithstanding the foregoing, no cancellations will be accepted if production of the order has commenced, including without limitation, cutting of material.
Acknowledged orders canceled prior to entering production are subject to a fee in the amount of 20% of the total purchase price. Orders canceled thereafter will be subject to a larger cancellation fee determined at the sole discretion of Fixturelite, up to and including the total purchase price. The Customer agrees that the cancellation fees are reasonable to compensate Fixturelite for estimated losses it will incur as a result of the canceled order and do not reflect a penalty.
Any order not shipped at Customer’s request within ten (10) days of notification of completion is subject to a $7.50 per day, $50 minimum, storage fee.
A minimum deposit of 50% of the total purchase price is required at the time of order placement. Order requests received without a deposit will be held pending the receipt of the deposit payment and are subject to pricing changes until the deposit is received and an Acknowledgment is issued. Any additional and final payments shall be made by Customer in accordance with the terms of the purchase order and invoice. No third party payments will be accepted unless approved in writing by Fixturelite. Any approval of third party payments is an accommodation and does not create any relationship between Fixturelite and the third party.
Acceptance of orders shall at all times be subject to approval by Fixturelite’s Credit Department, which may at any time in its sole discretion, decline to accept an order except upon terms and conditions satisfactory to it, which may include additional deposits or the full order amount paid in advance.
Any account that remains unpaid for more than 30 days from the due date provided in the invoice will be considered delinquent and subject to a service fee of 2% per month interest or the highest rate permitted under applicable law, whichever is greater. If for any reason an invoice remains unpaid for more than forty-five (45) days or other grounds for insecurity arise with respect to a due payment, Fixturelite may, in its sole discretion, demand different terms of payment or assurance, stop production on open orders and/or hold shipments until the account is brought current or Customer agrees to modified payment terms satisfactory to Fixturelite. Should it be necessary to assign the account balance to a collection agency or attorney for legal action, all subsequent collection charges and legal fees shall be paid by Customer.
All prices are subject to change until a written Acknowledgment is received. After an order is acknowledged, any changes to product type or quantity may also result in price changes and/or cancellation fees, as described herein. Prices do not include the cost of freight or delivery, in-transit insurance, storage, service, taxes, labor or installation, or any other incidental costs or fees, unless expressly set forth in the Acknowledgment. Freight can be prepaid by Fixturelite or by the Customer. All prices are FOB, point of origin, unless expressly set forth in the Acknowledgment.
Fixturelite reserves the right to make minor changes in furniture design, dimensions and other materials without prior notice. Fixturelite products are handcrafted and therefore, there may be minor variations in the color and dimensions. Wood finishes can vary from samples and exact matching is not guaranteed.
15A. WARRANTY; EXCLUSIVE REMEDY
Fixturelite guarantees and warrants, to the original Customer, subject to the conditions and restrictions stated below, that each Product shall be free of defects in materials and workmanship for a period of one (1) year from the delivery date. In the event of a covered defect within the warranty period, Fixturelite may, in its sole discretion, make repairs or replace defective merchandise or components. The warranty on any replacement Product or component shall extend only for the balance of the warranty period on the original Product. In no event shall Fixturelite be responsible for the cost of labor, installation, sales tax, finishing, or any other associated or incidental cost, for either the original or the replacement Products or parts, unless expressly required by state law. This limited express warranty does not cover products and materials supplied by third-parties and excludes damage caused by shipping, accident, abuse, misuse, cleaning, climate conditions, third-party repairs, maintenance or modifications, or normal wear and tear. All other warranties express or implied are excluded.
15B. DISCLAIMER OF WARRANTIES; LIMITATION ON LIABILITY
THE LIMITED EXPRESS ONE (1) YEAR MATERIALS AND WORKMANSHIP WARRANTY, DESCRIBED HEREIN, IS THE EXCLUSIVE WARRANTY OFFERED BY FIXTURELITE. FIXTURELITE EXPRESSLY DISCLAIMS ALL OTHE REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS OF ANY KIND, EITHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE, CONDITION, DURABILITY, OR STABILITY FOR A PARTICULAR PROPERTY, LOCATION OR DESIGN. OTHER EXPRESS WARRANTIES MAY BE OFFERED BY THE THIRD-PARTY MANUFACTURERS OF THE PRODUCTS; CONTACT FIXTURELITE FOR DETAILS.
FIXTURELITE SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, CONTINGENT OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGE TO OR LOSS OF OTHER PROPERTY OR EQUIPMENT, PERSONAL INJURY, LOSS OF PROFITS, BUSINESS OR REVENUS, OR OTHER COST, DAMAGE, OR EXPENSE, FOR: (i) ANY CLAIM, WHETHER BASED ON A BREACH OF WARRANTY, BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE; (ii) THE TENDER OF DEFECTIVE OR NON-CONFORMING GOODS; (iii) BREACH OF ANY OTHER PROVISION OF ITS LIMITED EXPRESS WARRANTY OR THIS AGREEMENT. IN NO EVENT SHALL FIXTURELITE’S LIABILITY EXCEED THE PURCHASE PRICE PAID FOR THE SUBJECT PRODUCT.
ANY ACTION ARISING HEREUNDER MUST BE BROUGHT WITHIN ONE YEAR FROM THE DATE OF SALE.
16. NO WITHHOLDING OF PAYMENT
In the event of any dispute between Fixturelite and Customer, the Customer will not withhold payment of the purchase price of the Products purchased or any other amount due and payable to Fixturelite.
Customers, and their employees, agents, and representatives, operate as independent contractors and are not employees, agents, or representatives of Fixturelite, nor are they in a partnership or joint venture with Fixturelite. No right is given to the Customer to enter into any agreement or commitment in the name of or on behalf of Fixturelite or to bind Fixturelite in any respect whatsoever. Neither shall anything contained herein or done in pursuance hereof, be deemed to authorize a Customer to act as the legal representative of Fixturelite for any purpose whatsoever.
In the event any provision in this Agreement is declared by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be enforced to the maximum extent valid and enforceable and the other provisions shall not be affected but shall remain in full force and effect.
19. GOVERNING LAW
These Terms and any sale of Products hereunder shall be governed and construed in accordance with the laws of the State of Arizona, without regard to conflicts of laws rules. All claims, disputes or controversies arising out of or relating to this Agreement, or the breach thereof, or the use of the VP Products, shall be submitted to arbitration in Phoenix, Arizona by a single arbitrator, mutually agreed to by the Parties. Such arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) for U.S. Sales, except that the Arizona Rules of Evidence shall apply. The arbitration need not be conducted by or through AAA. Except as provided herein, the arbitration shall not be brought or adjudicated on a representative, collective, consolidated, or class action basis and the Customer and/or any other person or entity making a claim against Fixturelite pursuant to this Agreement (collectively “Claimants”) waives any and all rights to: (1) assert any claim against Fixturelite on a representative or collective basis; (2) represent or participate in any class action against Fixturelite; (3) join any third-party’s claims in a single arbitration against Fixturelite; or (4) consolidate Claimants’ arbitration with Fixturelite with any other arbitration involving a third-party. Nothing in this section shall prevent Fixturelite, in its sole discretion, from joining or consolidating any arbitration with Claimant with an arbitration between Fixturelite and a third-party regarding the same claim or transaction. In the event of any conflict between this provision and the AAA Commercial Arbitration Rules, this provision shall control. Any judgment on the award rendered by the arbitrator may be entered in any U.S. court having jurisdiction.
20. CONSTRUCTIVE TRUST
Customer agrees that all funds owed to Fixturelite from anyone or received by Fixturelite, to the extent those funds result from Products supplied by Fixturelite, shall be held in trust for the benefit of Fixturelite (“Trust Funds”). Customer may commingle Trust Funds, but agrees it has no interest in Trust Funds held by anyone except to promptly account for and pay to Fixturelite all Trust Funds in accordance with applicable payment terms.
21. NO WAIVER
In the event Fixturelite decides, in its sole discretion, to deviate from any of the provisions in this Agreement, such exception must be in a signed writing and shall apply only to the limited circumstance and limited time for which it was granted and shall not be construed as a waive of Fixturelite’s right to strictly enforce any provision hereunder.