GENERAL

 

Our sales are governed by these general terms and conditions which shall prevail over any terms of purchase, unless formal and expressly accepted otherwise by us.

 

FORMATION OF THE CONTRACT

 

When we issue a quotation, it constitutes the specific terms and conditions amending or completing these general terms and conditions. Any purchase order received from a buyer shall only be considered final once we have accepted it in writing, such acceptance including the specific terms and conditions.

 

PRICES

 

Prices are stated exclusive of tax; their firm or revisable nature and the amount are specified in the specific terms and conditions.

 

TERMS OF PAYMENT

 

Unless otherwise expressly agreed in the quotation, the terms of payment are as follows:

- 50% of the price including tax upon placing the order, for confirmation.

- 50% ex-factory.

Payment shall be made upon receipt of the invoice, by bank transfer.

Any failure to pay shall render the entire balance due, plus a late payment penalty, legal interest and any legal fees. In the event of late payment, a penalty calculated on the basis of 3 times the interest rate in force and $50 liquidated damages for recovery costs shall be due. No discount shall be granted in the event of advance payment.

 

TITLE RETENTION

 

We shall retain title to the goods sold through to effective payment of the principal price and any incidental costs. The goods may be claimed in the event of any failure to make payment.

Notwithstanding these provisions, risks of loss and deterioration of the goods sold as well as the risk of damage they may cause shall pass to the buyer, on delivery. If the goods are claimed, the prepayments received shall accrue by way of damages.

 

DELIVERY

 

The buyer shall communicate a valid delivery address and shall ensure that someone can take delivery of the goods on the agreed date. Should delivery be delayed for any reason beyond our reasonable control, it shall be deemed to have been made on the agreed date. Unless otherwise stipulated, the buyer shall pay the costs and bear the risks of transportation of the goods sold. The delivery time is stipulated upon receipt of your order confirmation. However, as inventory shortages are unavoidable, delivery times indicated on our order confirmations are given for information only. A late delivery shall not be a ground for terminating the contract of sale and shall not give rise to any payment of damages or late delivery penalties or to a cancellation of the order.

 

Inspection upon delivery - Client shall, inspect each product upon delivery and within 24 hours after the receipt of each shipment of Products notify the Supplier of any damage or missing products. Customer shall notify Supplier in writing to info@delbertarthur.com, with photographs and the reason for Non-Conforming Products to Supplier for confirmation of the defect and resolution. If Customer has not notified the Supplier of rejection within 24 hours, then the Products shall be deemed to have been accepted by Customer.

 

TRANSPORTATION

 

Our prices are stipulated Ex-works (Incoterms 2010) from seller’s premises or any other Incoterm stipulated in the specific terms and conditions. The transportation risk shall be fully borne by the buyer who is responsible for insuring the goods.

 

FORCE MAJEURE

 

The parties shall be fully released from any liability if any failure by either one to fulfill any or all of their obligations results from a force majeure event. In addition to those usually upheld, the following shall be considered a force majeure event: any blockage, disturbance;or overload of telecommunications networks, poor quality of electric power, blockage of transportation or supplies for any reason whatsoever, bad weather, epidemics, earthquakes; fires, storms, floods, water damage, government or legal restrictions, as well as legal or regulatory changes of marketing modes.

 

RECOMMENDATIONS - COMPLAINTS

 

Owing to the specific nature of our manufactured products, we cannot warrant the absolute compliance of a color or finish from one product to another. For any follow-on order, please enclose a sample of the exact color desired or precisely indicate the references of the previous delivery. No complaint shall be accepted for slight differences in leather finish or color, wood veins or colors, metal patinas, ceramic glazing, stone or marble veins, plaster textures and colors. Wood, leather, stone and marble are natural materials that can have imperfections or color variations. Solid wood shapes can, under heat, crack or open, a condition which the buyer accepts. Metal patinas are hand-made and cannot therefore be identical on every manufactured product. Patinas change with time and may be impaired by the use of chemicals.

Goods shall only be taken back with seller’s written consent, provided they are in good condition for resale and are correctly packed.

The buyer must check consignments upon arrival. In the event of any missing goods or damage caused during transportation, the buyer should indicate all the necessary reservations on the delivery note upon receiving the said goods. Such reservations must also be confirmed in writing within 3 days of delivery, by registered letter with acknowledgment of receipt. The complaint should present the defects detected in detail.

 

 

RETURN OF GOODS

 

No return of goods shall be accepted by the seller, without its prior, written and signed consent, stipulating the references, quantities and amount of said return, on the understanding that only goods arriving in perfect condition shall be credited. Unless specifically agreed otherwise, no custom-made manufactured goods will be taken back. All goods must be returned with a copy of the return note.

 

WORK - QUOTATIONS

 

To be valid, all orders must be confirmed in writing by both parties concerned.

The prices of our quotations constitute a firm undertaking as to the price of the supplies and labor. In the event of any complaint about the performance of work, the customer must immediately inform us and enable us to raise any appropriate objections. No complaint shall be examined after a two-month period. Lead-times shall be indicated for your information only, so we shall not be held liable for any later completion and no compensation shall be paid for loss of use or late performance.

 

COPYRIGHT

 

Except for those supplied by the customer, the designs and models created by the supplier shall remain the exclusive property of Delbert-Arthur. Therefore, no copy, including partial copies, may be made by the buyer or any third party.

 

AUTOMATIC RESCISSION

 

Should either party fail to fulfill its obligations, this contract shall be automatically terminated without prior notice for the benefit of the other party, and without prejudice to the damages that may be sought from the defaulting party.

 

DISPUTE RESOLUTION

 

For any dispute arising in connection with the performance of the contract of sale or payment of the price or in connection with the construction or performance of the provisions and conditions hereof and/or of the provisions referred to above, the commercial court of New York City shall have exclusive jurisdiction.