1. ORDER SUBJECT TO ACCEPTANCE.
All Orders are subject to acceptance by the manufacturer of the Product Line (“Manufacturer”), at Manufacturer’s designated location for acceptance of orders.
ENTIRE AGREEMENT. ACCEPTANCE OF ORDERS IS BASED ON THE EXPRESS CONDITION THAT BUYER AGREES TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. ACCEPTANCE OF DELIVERY BY BUYER WILL CONSTITUTE BUYER’S ASSENT TO THESE 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 MANUFACTURER UNLESS MADE IN WRITING AND SIGNED AND APPROVED BY AN OFFICER OF MANUFACTURER. NO MODIFICATION OF ANY OF THESE TERMS WILL BE AFFECTED BY MANUFACTURER’S SHIPMENT OF GOODS FOLLOWING RECEIPT OF BUYER’S PURCHASE ORDER, SHIPPING REQUEST, OR SIMILAR FORMS CONTAINING PRINTED TERMS AND CONDITIONS CONFLICTING OR INCONSISTENT WITH THE TERMS HEREIN.
2. PRICES AND TERMS.
All prices are FOB factory. A minimum deposit of fifty percent (50%) of the purchase price is required to initiate order fulfillment. Orders for in stock products or rushed orders may require payment in full to initiate order fulfillment. All accounts shall be paid net when invoiced. A service charge of the lesser of 2% per month or the maximum permissible rate will be added to all amounts not paid within sixty (60) days from the date of invoice for final balance due. Orders must be paid in full, including shipping, handling, crating and packing, STORAGE, taxes and service charges prior to shipping.
3. STORAGE FEES.
Additional storage fees will be charged to cover storage of merchandise, if not shipped or picked up within sixty (45) days from the date of invoice for final balance due, unless specified otherwise. Storage fees vary according to size of order, and are billed on a weelky basis. In addition, a storage transfer fee of $125 is applicable for most orders requiring to be stored at a different location than on our premises (this applies to most fixtures except for smaller items such as sconces and table lamps).
4. CANCELLATION OF ORDERS.
Because goods within an order may be custom made, or cut, processed, altered, or treated to order specifications, 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. Rush orders are not cancelable at any time and the deposit made in connection with a rush order is fully nonrefundable.
Changes in orders require prior written approval from Manufacturer and might be subject, in addition to changes in the price of goods, to change, cancellation or stocking fees which will be determined by the Manufacturer.
5. FORCE MAJEURE.
All quoted completion and delivery dates are estimates only. Manufacturer shall not be liable for delays in completion or shipment or default in delivery for any reason of force majeure or for any cause beyond Manufacturer’s reasonable control including, but not limited to: (a) government action, war, riots, civil commotion, embargoes, or martial laws; (b) 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 employees of Manufacturer or others; (e) weather events, fire, flood, or other casualty, or (f) other contingencies of manufacture or shipment. In the event of any delay in Manufacturer’s performance due in whole or in part to any cause beyond Manufacturer’s reasonable control, Manufacturer shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by Buyer of any goods shall constitute a waiver by Buyer of any claim for damages on account of any delay in delivery of such goods.
All taxes and excises of any nature whatsoever now or hereafter levied by governmental authority, whether federal, state or local, either directly or indirectly, upon the sale or transportation of any goods covered hereby shall be paid and borne by Buyer.
7. TITLE/RISK OF LOSS.
Delivery of goods to carrier shall be deemed delivery to Buyer, and thereupon title to such goods, and risk of loss or damage, shall be Buyer’s. Any claim by Buyer against Manufacturer or carrier for shortage or damage occuring prior to such delivery must be made in writing within forty-eight (48) hours after receipt of shipment, and must be accompanied by original transportation bill signed by the carrier noting that the carrier received the goods from Manufacturer in the conditions claimed. All deliveries are subject to the accompanying Freight Receiving Rules.
8. METHOD OF SHIPMENT.
Manufacturer will manage product shipments unless Buyer specifies shipment method. Any shipments returned to Manufacturer as a result of Buyer’s unexcused delay or failure to accept delivery will require Buyer to pay all additional costs incurred by Manufacturer INCLUDING STORAGE FEES.
9. WARRANTY AND DISCLAIMER.
Except as specified herein, Manufacturer warrants that any goods sold hereunder will be free from defects in workmanship and materials for one (1) year. This warranty does not apply to damage or breakage resulting from misuse, accidents, abuse, neglect, mishandling or wear resulting from normal use. Defective products will be replaced within the normal production time period required to reorder and manufacture the same product.
Many wood and metal finishes are applied by hand and may vary in color, tone and character. While Manufacturer will make every effort to match a finish, no guarantee can be made of an exact match. Manufacturer does not guarantee finishes against fading or oxidizing.
Variations in color, grain pattern and veining are inherent in stone and wood, and are considered to be part of the material’s natural beauty.
Lighting is handmade and therefore is subject to slight variations.
THE FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS.
10. LIMITATIONS OF LIABILITY.
Manufacturer shall not be liable for special, punitive, incidental or consequential losses, damages or expenses, directly or indirectly arising from 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 the Manufacturer, 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 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 any goods or services sold shall be deemed waived by Buyer unless submitted to the Manufacturer in writing, within thirty (30) days from the date Buyer discovered, or should have discovered, any claimed breach.
11. REMEDIES UPON DEFAULT.
Manufacturer requires payment for any shipment hereunder in advance. If Buyer fails to make payment in accordance with the terms of this agreement or otherwise fails to comply with any provision hereof, Manufacturer may, at its option, cancel any unshipped portion of this order, retain the goods, and declare a forfeiture of the deposit as liquidated damages.
All of Manufacturer’s drawings, descriptive matter, weights, dimensions, descriptions and illustrations contained in the Manufacturer’s website, catalogues, price lists, or advertisements are close approximations only and intended to give a general description of the goods, and shall not form part of this agreement. Lighting is handmade, therefore subject to slight variations. All dimensions as indicated in the price list, as well as OAH (Overall Approximate Height) are within 1/2” variance.
Waiver by 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 at any subsequent time.
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.
Manufacturer reserves the right to change, modify or otherwise alter these terms and conditions, and its website, at any time and at its sole discretion. Such modifications shall become effective immediately upon the posting thereof on Manufacturer’s website. Therefore, Buyer should review Manufacturer’s policies, terms and conditions each time Buyer visits the website. The most current version of this agreement can be found at www.paganistudio.com/info/terms
Buyer’s continued use of the website after any such changes are made constitutes Buyer’s binding acceptance of those changes.
Any use of the website or Website Content that is not expressly authorized herein is prohibited and immediately terminates the license granted herein.
The design of each product designed and manufactured by PaganiStudio is proprietary to PaganiStudio, and protected by U.S. Copyright Laws, 17 U.S.C. 101 et seq. PaganiStudio has the exclusive right to manufacture and distribute such product. Unauthorized copy of our designs, products, sales materials, publications, etc. constitutes infringement of our copyrights, infringement of our trade dress, misrepresentations as to source or origin, and unfair competition, all in violation of U.S. Copyright Laws, 15 U.S.C. 1051, et seq.
All website images are property of and copyrighted by PaganiStudio and should not be saved, copied, sold or redistributed without express permission of PaganiStudio.
18. CONTROLLING LAW.
This agreement shall be deemed to have been executed and delivered at PaganiStudio, Brooklyn Navy Yard, Bldg 280, Ste 810, 63 Flushing Avenue, Unit 262, Brooklyn NY 11205. This agreement and all rights and obligations hereunder, including matters of construction, validity and performance shall be governed by the laws of the state of New York including the Uniform Commercial Code as enacted in that jurisdiction, without giving effect to the principles of conflicts of law thereof. All disputes shall be filed with the American Arbitration Association in Brooklyn, NY and governed by the rules of AAA. All decisions made in the arbitration will be considered binding and an entry of judgement shall be deemed to the prevailing party. Any judgement rendered by the arbitrator may be entered in any court having jurisdiction. Attorney fees and costs shall be awarded to the prevailing party.