1. Notice. These terms and conditions of sale are those of Cube In-a-Box LLC., an
office furniture wholesaler established since 2007 in Livermore, California, and
doing business for the purpose of selling office
cubicles.
2. Governing Provisions. All sales by Cube In-a-Box ("Seller") are made subject
to the following terms and conditions of sale. Seller objects to any additional
or different terms contained in any purchase order or other communication
previously or hereafter provided by buyer to Seller. No such additional or
different terms will be of any force or effect; and buyer's placement of any
order for goods to be provided by Seller constitutes buyer's unconditional
acceptance of the following terms as the entire agreement between buyer and
Seller with respect to the purchase and sale of such goods. THE FOLLOWING TERMS
AND CONDITIONS, AND ANY CONTRACT FOR THE SALE OF GOODS BY SELLER SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS.
3. Prices. All prices and minimum order requirements are subject to change
without notice; and the price of products on order but unshipped will be
adjusted to the price in effect at the time of shipment.
4. Taxes. All sales, use, excise and other taxes applicable to the sale of the
products shall be paid by buyer. If buyer claims an exemption from any tax,
buyer shall submit to Seller the appropriate exemption certificates.
5. Payment. Unless otherwise provided on the face of this form, online buys are
100 percent paid when order is placed and via credit cards. For dealers
transactions, buyer shall pay a 50 percent down payment to confirm his order and
prior to any commitment from the Seller. The other 50 percent are due when buyer
either pick up from Seller warehouse or upon Freight Collect when products are
shipped to buyers facility or job site. All payments are fully due within 30
days after the date of shipment or pick up. Buyer agrees not to withhold payment
on any invoice because of partial delivery or open punch list items . A finance
charge of 1-1/2 percent PER MONTH will be computed and added to all past due
accounts. Annual percentage rate is 18 percent but in no event higher than the
maximum allowed by law.
6. F.O.B. Unless otherwise agreed, all shipments and sales are made FOB
Livermore, CA., and freight is billed separately to buyer, either Freight
Collect, 3rd Party or Prepay/Add.
7. Freight Damage. Buyer is responsible for freight claim. When shipped, the
Seller asks the recipient of the shipment on behalf of the buyer to make a
visual inspection and count of all boxes delivered by the freight company.
Clearly the recipient must count and inspect the condition of all boxes, and
note specifically any box damage or shortage, then sign the carrier delivery
receipt as damaged when there is visible damaged noted upon receipt. Besides,
Seller will not accept the buyer to refuse an entire shipment because of outside
damage boxes. All other products must be accepted if no visual damages. If there
are damage boxes, buyer must call the delivering carrier's local terminal to
request an inside-the-box inspection of damaged product, or to report the
shortage. Do not move the product to another location, or the claim to the
freight company will be denied. If there is damage to a shipment that is not
properly signed for at the time of delivery and after inspection, the Seller
warranty will not apply. Product damage must be reported to Seller within 2
business days. Whenever possible, e-mail digital photographs detailing the
damage, and describe in detail the type of damage incurred, and what repair or
replacement parts are necessary to correct the situation. Seller will then make
appropriate decisions to solve the problem.
8. Cancellation; Returns.
Returns are accepted within 3 days of receipt of the product, and
after written agreement with Seller. No order may be cancelled or altered by the buyer
except upon terms and conditions acceptable to Seller, as evidenced by Seller's
written consent. No products ordered may be returned without Seller's written
permission, and in compliance with the terms of any such permission. If a return
for a stock item is accepted and return is not because of an error by the
seller, a restocking fee will be applied and will not be inferior to 25 percent
of the order.
9. Delivery and Delay; Shortages. All quoted delivery dates and/or periods are
approximate. Delivery periods shall commence when buyer shall have provided
complete specifications and/or applicable documents required to effect shipment,
as well as when deposit is cleared. Title and risk of loss or damage in transit
shall pass to buyer upon delivery of products to a carrier at Seller's premises.
Seller reserves the right to make delivery in installments; and all such
installments, when separately invoiced, shall be paid for when due, without
regard to subsequent deliveries. Delay in delivery of any installment shall not
relieve buyer of its obligations to accept remaining deliveries. Seller shall
not be liable for any damage as a result of any delay due to any cause beyond
Seller's reasonable control, including but not limited to any act of God, act of
buyer, embargo or other governmental act, regulation or request, fire, accident,
strike, slowdown, war, riot, shortage, earthquake, delay in transportation, or
delayed delivery by suppliers for any reasons. In the event of any such delay,
the time for delivery shall be extended for a period equal to the time lost by
reason of the delay. Claims for shortages or other errors must be made in
writing to Seller within five (5) days after receipt of shipment; and failure to
give such notice shall constitute unqualified acceptance and a waiver of all
such claims by buyer.
10. Storage. If Buyer requests that shipment of products be delayed for a period
of more than (15) days, Seller may store such products at the buyers risk in a
warehouse or yard or upon Seller's premises; and the buyer shall pay handling,
transportation and storage charges at the prevailing commercial rates upon
submission of invoices therefore.
11. Warranties.
A. LIFE TIME WARRANTY on all aluminum parts and metal hardware parts like posts,
connectors, cantilevers, without recourse. Other exposed components like
laminated parts, fabric-covered parts, or painted parts are not covered by this
life time warranty and will be considered in section B of this Paragraph 11.
B. Products purchased from Seller may be manufactured by third parties, which
may or may not provide a warranty to the purchasers of their products. Seller
agrees, upon request by buyer, to assign to buyer any and all such warranties,
without recourse. Seller warrants that all products manufactured by Seller and
supplied hereunder will conform to the specifications submitted by buyer, and
that such goods will be manufactured and inspected in accordance with the
generally accepted practices of companies in the business of manufacturing
office furniture. Seller warrants that all products manufactured by it and
supplied hereunder shall be free from defects in materials and workmanship for a
period of 1 month from the date of shipment. If, within such period, any such
product shall be proved to Seller's satisfaction to be defective, such product
shall be repaired or replaced at Seller's option. Such repair or replacement
shall be Seller's sole obligation and buyer's exclusive remedy hereunder, and
shall be conditioned upon Seller's receiving written notice of any alleged
defect within 10 days after its discovery and, at Seller's option, return of
such products to Seller, F.O.B. its factory.
C. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS PARAGRAPH 11, SELLER SHALL HAVE
NO OTHER OBLIGATION OR LIABILITY TO BUYER, AND HEREBY DISCLAIMS, ANY EXPRESS OR
IMPLIED WARRANTY OF ANY PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.
D. Any description of the product, whether in writing or made orally by Seller
or Seller's agent, are for the sole purpose of identifying the product and shall
not be construed as an express warranty. Any suggestions by Seller or Seller's
agent regarding use, application or suitability of the product shall not be
construed as an express warranty unless confirmed to be such in writing by
Seller.
12. Exclusion of Consequential Damages and Disclaimer of Liability. Except as
otherwise agreed in writing, Seller's liability with respect to the products
sold hereunder shall be limited to the warranty provided in Paragraph 11 hereof,
and, with respect to other performance of this contract, shall be limited to
that part of the contract price allocable to the product (or part thereof) that
gives rise to the claim.
A. SELLER SHALL NOT BE SUBJECT TO ANY DISCLAIMS: (1) ANY OTHER OBLIGATIONS OR
LIABILITIES ARISING OUT OF BREACH OF CONTRACT, (2) ANY OBLIGATIONS WHATSOEVER
ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ARISING
UNDER OTHER THEORIES OF LAW WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED
BY SELLER, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, AND (3) ALL
CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER.
B. Without limiting the generality of the foregoing, Seller specifically
disclaims any liability for penalties (including administrative penalties),
special or punitive damages, damages for lost profits or revenues, cost of any
product recall, loss of use of products or any associated equipment, cost of
capital, facilities or services, downtime, shutdown or slowdown costs, or for
any other types of economic loss.
13. Clerical Errors. Seller reserves the right to correct all clerical errors in
any quotation, order acknowledgement or invoice, during the entire sales
process.