Robinson Import and Export Corporation (“Reico” or “Seller”)
COMMERCIAL SALES AGREEMENT (ON-LINE PURCHASES ONLY)
ACCEPTANCE OF TERMS – The terms of this Commercial Sales Agreement (the “Terms”) shall govern all purchases of Products made by Buyer through Reico’s on-line Distributor sales website (the “Website”) and shall become effective when an Order (as hereinafter defined) is placed. For purposes of these Terms, “Products” shall include, but not be limited to, all cabinetry and ancillary items available for sale on the Website. All Website sales (each an “Order”) are final. Cancellations and returns are not allowed. Reico reserves the right to change its pricing and products offered at any time.
PRODUCT DIMENSIONS, PICTURES AND SPECIFICATIONS
Seller does not provide design or other technical services (including measurements) for on-line purchases. Product dimensions, pictures and/or specifications contained on the Website are as provided by their respective manufacturer(s) and Seller disclaims any and all responsibility for the accuracy of said information. Buyer acknowledges that many of the Products are comprised of natural materials which, by their nature, are not uniform for every item. Therefore, Buyer should expect there to be variances in grain, color and texture in the delivered Products from any samples, swatches or pictures used to place an Order, and that such variances are not defects under a Product warranty.
DELIVERY/INSPECTION/CANCELLATION – Reico will notify Buyer when to expect delivery of an Order (the “Delivery Date”). In the event Buyer cannot honor a Delivery Date, for any reason, Seller will store the Products for up to 45 days (in no event longer than 60 days) at reasonable storage rates. If delivery cannot occur prior to the end of the permitted storage period, then Buyer shall be in breach of these Terms which, if it remains uncured, shall entitle Seller to avail itself of all remedies provided by these Terms including, but not limited to, retaining Buyer’s prior payments. All Products shall be subject to inspection at Buyer’s facility upon delivery. Products shall be considered accepted if Buyer does not reject them by written notice within five (5) business days of delivery to Buyer’s facility for any of the following reasons: Products are incomplete, were damaged in transit or are otherwise defective at the time of delivery. All sales on the Website are final sales and not subject to cancellation or returns.
INVOICING/PAYMENT/TAXES – Seller will accept payment via credit card or other Reico authorized electronic processes. Credit card payments may be subject to transaction fees, and declined or unauthorized payments shall be subject to reasonable collection fees. Seller may, in certain circumstances, allow Buyer to use its previously arranged credit account to purchase an Order. All such credit arrangements are governed by the credit documents on file with Reico including (but not limited to) collection rights, personal guarantees, attorney’s fees and collection costs and such documents take precedence in all cases of conflict. Buyer is responsible for all sales, excise and use taxes, as applicable.
RISK OF LOSS/TRANSFER OF TITLE - All risk of loss or damage to Products shall remain with the Seller until the Products are delivered to Buyer at the destination set forth in an Order. Thereafter, Buyer is solely responsible for all damages and/or losses to the Products, and Seller disclaims all liability therefor. Title to Products and a security interest therein shall remain with the Seller until the Products are fully paid for by Buyer.
WARRANTY/SELLER’S LIABILITY – All Products shall be exclusively subject to their respective manufacturer(s’) warranty (if one is provided). Seller disclaims any liability for the quality and operation of the Products except for damage caused solely by Seller. All other warranties, express, statutory or implied, including all warranties of merchantability and fitness for a particular purpose are hereby excluded. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, AND SELLER’S AGGREGATE LIABILITY EXPOSURE FOR ANY AND ALL CLAIMS RELATED TO AN ORDER SHALL NOT EXCEED THE VALUE OF THAT ORDER.
EXCUSABLE DELAYS – In the event that Seller is delayed at any time during the performance of an Order and such failure or delay is substantially caused by or results from events beyond its control including, but not limited to: natural disasters; government or legal mandates; pandemics, epidemics or diseases; terrorist threats/acts, riot or other civil unrest; strikes or other labor stoppages/disturbances; failure of usual sources of supply; disruptions to transportation and/or power facilities; and/or delivery delays or damages caused by third parties, the affected delivery of Products shall have its dates extended, without penalty, for a period equivalent to the time lost by reason of any or all of the aforementioned causes.
MODIFICATION OF TERMS/TERMINATION – These Terms
(except as noted in Invoicing/Payment/Taxes section) contain all of the agreements and conditions of sale. These Terms shall not be added to, modified, superseded or otherwise altered except by a written modification issued by Reico’s home office located at 6790 Commercial Drive, Springfield, Virginia 22151. Seller shall have the right to terminate an Order for cause in the event Buyer materially breaches its obligations hereunder, and does not cure said breach within ten (10) days after receiving Seller’s written notice thereof.
APPLICABLE LAW/DISPUTES – All Orders shall be governed by the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions. In the event of a dispute which cannot be expeditiously resolved by the parties themselves, it shall be referred to arbitration which shall be the exclusive forum for remedy. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered into in any court having jurisdiction. This arbitration proceeding waives either party’s right to institute a judicial proceeding.
SEPARABILITY - If any term or provision of these Terms is determined to be invalid or unenforceable, such determination shall not affect the validity of the remaining terms and conditions. In such case, these Terms shall be deemed to have been executed without the invalid or unenforceable term or provision.
COMPLETE AGREEMENT – These Terms set forth the entire agreement between the parties hereto and supersede all prior and contemporaneous communications, representations and agreements, whether oral or written, concerning the subject matter herein.
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