Terms & Conditions of Sale

 

TERMS & CONDITIONS OF SALE

 

  1. This order form ("Order" or “Purchase Order”) between THE BAZAAR PROJECT COCONUT GROVE., LLC, d/b/a THE BAZAAR PROJECT (“Seller”) and the buyer ("Buyer") shall become a written contract upon receipt by Seller from Buyer of an accepted, executed copy, along with any applicable deposit. Buyer and Seller acknowledge that this Order constitutes the entire agreement between Buyer and Seller, including the terms and conditions of sale contained herein (“Terms & Conditions”). Seller reserves the right to revoke this Order and return deposits at any time before delivery. This Order will expire five (5) days after the date of issuance, but is subject to withdrawal during such time if notice is given to Seller in writing. This Order may not be assigned by Buyer without Seller’s prior written approval.

 

  1. Invoices; Taxes; Payment; Penalties. Invoices shall contain the Seller’s Purchase Order number, item number, description of goods, quantities, unit prices, and total purchase price. All taxes, including but not limited to sales, use and excise, shall be stated separately and paid at the time of deposit. If Buyer claims an exemption from any tax, Buyer shall provide Seller with the appropriate exemption certificate and/or other documentation requested by Seller. All payments shall be made by check, money order or wire transfer unless otherwise specified by Seller in writing. Payment instructions are subject to change at any time, upon five (5) days written notice to Buyer. Payment for all stock merchandise shall be made in full at the time of purchase. Payments for special ordered merchandise shall be made as follows: Non-refundable fifty percent (50%) deposit of the total order amount when the order is placed and final balance due upon arrival of the merchandise and before the schedule of deliveries or merchandise pick-up by Buyer. The balance will be considered delinquent if not paid within thirty (30) days after the arrival of merchandise at Seller’s warehouse in Miami, Florida. In addition to Seller’s rights herein, past due accounts shall be charged interest at a rate of one and a half percent (1.5%) per month or the highest rate permitted by law, whichever is less, from the thirty-first (31st) day after the due date until the date of payment, and will be added to the outstanding balance. In addition, should Buyer fail to pick-up and/or pay the order within thirty (30) days from the arrival of the merchandise, then Seller, in addition to the late fee charge, will have the right to move the merchandise to an external warehouse and/or debit Buyer of the relative storage fees. In the event Seller institutes any action against Buyer for collection of payment on any Order, Seller shall be entitled to recover its attorneys’ fees and costs in connection with any recovery effort, including all costs at the pre-trial, trial and appellate

 

  1. Special Orders. Special orders are processed upon receipt of a non-refundable, fifty percent (50%) deposit of the total Order amount. Special orders cannot be changed, revoked or cancelled without the specific written consent of Special order merchandise may not be returned. There are no refunds or credits on special order items.

 

  1. Customers Own Material (C.O.M.). All fabrics accepted for C.O.M. upholstery must be sent directly by Buyer to Seller’s factory by airfreight at Buyer’s sole cost and expense, which may be arranged directly by Seller or Buyer. The quoted time required to process and deliver an Order is based on the date the fabric is received at the

 

  1. Pick-up. Buyer may choose to retrieve merchandise at Seller’s place of Seller shall have no responsibility for loss or damage to the merchandise once Buyer has retrieved the merchandise.

 

  1. Prices; Shipment Terms; Delivery. All stated prices are Ex Works (Incoterms 2000), at The Bazaar Project store in Miami, Florida. Lead times indicated in any document are indicative and are not binding. Any special type of delivery and assembly that alters the product shall be at Buyer’s sole cost and expense, unless Seller specifies otherwise in writing. Buyer shall arrange all deliveries and installations. Deliveries within Seller’s normal delivery area will be organized at Buyer’s sole cost and expense with a specialized company chosen by Seller. Deliveries outside Seller’s normal delivery area will be shipped by a common carrier, or other private transport, at Buyer’s sole cost and expense. Seller will make all arrangements with any such carrier, if requested by Buyer, at Buyer’s sole cost and expense. Deliveries outside of the United States will be delivered to a freight forwarder arranged by Buyer. Additional packaging or crating will be provided when necessary at an additional charge to Buyer. Seller is not responsible for damage or loss suffered in transit during delivery by common carriers or other private transport. Any claims relating thereto must be filed within ten (10) working days from All damages must be noted at the time of delivery and in the presence of delivery personnel. It is essential that a responsible party be present during delivery.

 

  1. Inspection; Rejection. At the time of pick-up or delivery, Buyer shall examine all packing materials and merchandise carefully and note any visible defect, damage or shortage on the pick-up or delivery receipt. Any other defect, damages or loss must be claimed in writing and in reasonable detail by Buyer, via certified or registered mail within a period of ten (5) working days in order to be eligible for repair or replacement. In such event, all packing materials must be retained until inspection is made. Failure to follow these procedures shall constitute full acceptance of the merchandise and a waiver of all defects, damage or shortages ascertainable by following such procedures. ALL SPECIAL ORDERS ARE CONSIDERED FINAL AND APPROVED ONCE BUYER SIGNS FOR ACCEPTANCE OF THE TERMS OF SALE AND/OR

 

  1. Merchandise will be accepted for return in the sole discretion of Seller. Any item submitted for return must be presented with its sales receipt and must be in its original packaging. A twenty-five percent (25%) restocking charge on the official retail price applies to all merchandise that is accepted for return. Special ordered items are final, non-refundable and may not be returned for credit or otherwise.

 

  1. Arrangements and terms for assembly and/or installation by Seller or third-party installers shall be made at the time of purchase. All necessary preparation, such as accessibility, structural reinforcement, removal of baseboards and/or doors, must be done prior to installation. Assembly and/or installation of any merchandise by Buyer shall be at Buyer’s sole risk and Seller shall have no responsibility with respect thereto.

 

  1. Held Orders/Storage. Once Buyer’s Order has been received and placed into Seller’s warehouse, Seller will notify Buyer and schedule delivery within a reasonable time. Should Buyer need additional storage time, Seller will make arrangements, subject to an additional charge for storage and insurance for goods, at Buyer’s sole cost and

 

  1. Seller shall not be liable for failure to perform or delay in performance due to fire, flood, strike or other labor difficulty, act of God, act of any governmental authority or of Buyer, riot, embargo, fuel or energy shortage, wrecks or delay in transportation, acts of terrorism, inability to obtain necessary labor, materials or manufacturing facilities from unusual sources or failure of suppliers to meet their contractual obligations, or due to any other cause beyond its reasonable control. If any such event occurs, Seller, at Seller’s option, may extend delivery dates by the period of time necessary to overcome the effect of such delay, or may cancel any Purchase Order and refund amounts paid by Buyer.

 

  1. Title to all merchandise shall remain with Seller until merchandise is paid in full, it being agreed, however, that any lost, destruction, theft or damage to any merchandise after Buyer has received the same shall be borne by Buyer (other than damage due to faulty assembly and/or installation). If, after Buyer’s receipt thereof, merchandise is destroyed by fire, theft, accident or other cause, Buyer shall remain liable for any unpaid balance of the purchase price for such merchandise. Seller reserves the right to retake possession of merchandise without judicial action upon default by Buyer in making any payments to Seller, as well as to pursue any other remedy available thereto at law or in equity.

 

  1. Seller warrants that the goods supplied hereunder will conform to the description herein stated and that it will convey good title thereto, free of all liens of any kind whatsoever unknown to Buyer. Seller will repair or replace any defective part at no cost, providing that the original owner has followed the procedures described above. This warranty does not cover damages resulting from acts of God, vandalism, terrorism, neglect or improper use by Buyer. This is Seller’s sole warranty with respect to the goods. SELLER MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, IT BEING AGREED BY BUYER THAT ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHICH EXCEED THE AFORESTATED OBLIGATION ARE HEREBY DISCLAIMED BY SELLER AND EXCLUDED FROM THIS AGREEMENT AND SALE. State laws give Buyer specific legal rights, which may vary from State to State.

 

  1. Limitation of Liability. Buyer shall indemnify, defend and hold Seller and its affiliates harmless from and against any or all claims, demands, litigation or proceedings of whatever kind, whether based upon negligence, breach of express or implied warranty, strict liability or any other theory, and from and against all direct, indirect, special, exemplary, incidental or consequential damages of every kind whatsoever, arising out of, by reason of, or in any way connected with the goods, the design, manner of preparation, manufacture, construction, completion, or delivery or non-delivery of any goods by Seller, any breach by Seller of any of its obligations hereunder, or any other act, omission or negligence of Seller or any of Seller's employees, workers, servants, agents, subcontractors or suppliers. SELLER’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS ORDER IS LIMITED TO THE AMOUNT PAID BY BUYER FOR THE GOODS. TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, SELLER SHALL NOT BE LIABLE UNDER THIS ORDER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES EVEN IF BUYER HAS NOT BEEN ADVISED OF THE POSSIBILITY OF SUCH

 

  1. No delay or failure by Seller in the exercise of any right or remedy shall affect any such right or remedy and no action taken or omitted by Seller shall be deemed to be a waiver of any such right or remedy.

 

  1. All notices, consents, waivers and other communications required or permitted to be given pursuant to the Order, shall be in writing and shall be deemed to have been delivered either (i) on the delivery date, if personally delivered, or if delivered by confirmed facsimile or e-mail, (ii) one (1) business day after delivery to any national overnight courier directing delivery on the next business day, receipt requested, or (iii) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, with adequate postage affixed thereto. All notices shall be sent at the addresses set forth in the Order, or at such other address as either party may designate in writing to the other party.

 

  1. If any provision hereof shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, that provision shall not affect any other provision or provisions contained herein.

 

  1. Paragraph The paragraph titles are solely for convenience of reference and shall not affect the meaning or construction of any provision hereof.

 

  1. Jury Trial Seller and Buyer hereby waive trial by jury in any action, proceeding, claim or counterclaim, whether in contract or tort, at law or in equity, arising out of or in any way related to the Order.

 

  1. Applicable Law; Venue. These Terms & Conditions shall be governed and construed in accordance with the laws of the State of Florida without regard to its conflict of law principles. All causes of action arising hereunder or related in any way hereto shall be brought only in the state courts in Miami-Dade County, Florida and Buyer hereby submits to the jurisdiction of such courts and waives any claim that such courts are an inconvenient forum. An action by Buyer arising out of or related to the Order shall be commenced within one (1) year from the date the right, claim, demand or cause of action shall first occur or be barred forever.

CHARGED PURCHASES WILL APPEAR ON YOUR STATEMENT AS THE BAZAAR PROJECT COCONUT GROVE, LLC OR THE BAZAAR PROJECT.