1. Applicable contract provisions. These terms and conditions, together with any other document that the seller has attached as part of the contract, are the sole and complete agreement between the buyer and seller concerning the products or services purchased by the buyer from the seller and supersede all prior oral and written understandings. The seller rejects those provisions of any previous orders, offers, or other communications from the buyer that are additional to or different from the terms hereof. Neither the seller’s delivery of the products nor any action at any time on the part of the seller shall constitute acceptance of additional or different terms. The buyer shall be bound by all the terms of this agreement by any statement, act, or course of conduct that constitutes acceptance under applicable law, including a failure to object in writing hereto within a reasonable time and acceptance of delivery of the products.
2. The prices. Quoted or listed are subject to change to reflect the prices in effect at the time of delivery. The seller reserves the right to make any corrections to the prices quoted due to clerical errors or errors of omission. In the event of any specific requirements (including, without limitation, any design, specification, order quantity, or shipment changes) representing a price increase, the buyer will be notified and allowed to confirm. All prices are quoted in the buyer’s location unless specifically noted otherwise.
3. Terms of Payment. Terms are payment in advance. Unless otherwise agreed in writing by the parties, Seller reserves the right at any time to revoke any credit extended to Buyer for any risk deemed sufficient by Seller. Seller will issue invoices on delivery in the case of all products; if deliveries are made in installments, each shipment shall be invoiced and payable when due without regard to other scheduled deliveries. Overdue payments shall be subject to finance charges computed at a periodic rate of 1.5% per month (18% per year) or, if less, the maximum rate permitted by law. All amounts owed by Buyer concerning which there is no dispute shall be paid without set-off of any amount that Buyer may claim is owed by Seller and regardless of any other controversies that may exist. In the event of default by Buyer, Seller shall be entitled to recover from Buyer costs, fees, and expenses incurred by Seller in collecting amounts owed by Buyer, including, reasonable attorneys’ fees, court costs, and other costs of collection.
4. Uncertainty about the buyer's financial situation.In the seller's sole judgment, if the buyer's financial condition or any other circumstance causes the seller to be insecure concerning the buyer's performance of any obligation under this agreement, the seller may accelerate and demand immediate payment of any amounts owed it, cancel this agreement, and suspend performance.
5. Sales taxes. The purchase price will include the applicable sales tax at the time the invoice is issued. The seller will invoice the buyer for any such amounts on the final invoice date.
6. Shipment. The seller will package the products for domestic shipment following standard commercial practices. All shipments shall be delivered by the seller to the buyer's designated point of delivery in Puerto Rico. There is delivery and assembly cost.
7. Delivery schedule. The delivery dates suggested in the agreement are only estimates based on prevailing conditions as of the date hereof, and the seller's failure to meet the same shall not be deemed a breach of this agreement. The standard working hours are 8:00 a.m.–5:00 p.m., Monday through Friday. Extended hours or days will incur an additional charge.
8. Greater force. The seller shall not be liable to the buyer for any delay or failure of delivery or any other performance caused in whole or part by any contingency beyond the seller's reasonable control, including, without limitation, acts of any government or any agency or subdivision thereof or shortage of or inability to secure labor, fuel, energy, raw materials, supplies, or machinery at reasonable prices or from regular sources.
9. Cancellation or modification of the order. This agreement cannot be canceled or modified after the buyer's acceptance or after the products become the seller's work-in-process, whichever occurs first, except at the buyer's expense for all damages incurred by the seller due to such cancellation or modification.
10. Drawings and designs. In the case of products in which the seller has any design input, all drawings, plans, details, specifications, and other data prepared by the seller and confidential disclosures loaned to the buyer by the seller are the property of the seller and shall be received by the buyer subject to the conditions that each and the information embodied therein: (1) shall be used only for record and reference purposes; (2) shall not be used or caused to be used in any way prejudicial to the seller; (3) shall not be reproduced or copied in whole or in part; (4) shall not be disclosed to others except the buyer’s employees who need such information for job performance purposes.
11. Notification of defects and time limitations. The buyer shall inspect all shipments upon arrival, and the buyer must notify the seller in writing of any alleged defect in the products within ten (10) days after discovery thereof, but not later than 30 days from receipt. The buyer shall identify the defect in such a manner and provide such documentation as the seller reasonably may require to process any claim.
12. Warranties. The warranties for office furniture products vary depending on the product line, and they exclude normal wear, mishandling of the product, damage from sharp objects, use of chemicals or cleaning agents, and use or storage of the product in unsuitable environments or conditions. No agent, employee, or representative of the seller has any authority to bind the seller to any affirmation, representation, or warranty except as stated in this agreement. Please refer to the complete warranty information for each line, normally found on their respective website.
13. Warehousing charges. If the purchaser does not collect or received the products at the agreed date of delivery, the supplier shall arrange for the storage of the products at the risk and expense of the purchaser. The purchaser shall be liable for any costs arising from such delay, including the supplier’s costs relating to storage, insurance, and handling of the products. Storage costs will be communicated per month beginning in fifteen calendar days unless otherwise agreed. The supplier shall be entitled to resell the products ordered by the purchaser if the purchaser does not collect the products within four weeks of the delivery date.
14. Default. In the event of any default by the buyer, the seller may exercise any rights and remedies provided by law. The buyer shall pay to the seller all reasonable costs of collection, including reasonable attorney's fees, incurred by the seller in collecting any amounts owed by the buyer hereunder.
15. Limitation of remedies. The seller shall have no liability for indirect, incidental, consequential, or special damages of any kind. These limitations are agreed-upon allocations of risk. Under no circumstances shall the seller’s liability concerning the sale or use of the products exceed the purchase price paid by the buyer for the products.
16. Applicable law. The validity, performance, and construction of this agreement shall be governed by the laws of Puerto Rico.