1. Confirmation of Agreement. By placing an order on this Web site (the “Site”), the buyer (hereinafter “Buyer”) of goods at the Site acknowledges that this is an agreement for the sale and purchase of interior doors and (or) accessories (the “Goods”) specifically submitted by which Buyer agrees to buy and Seller agrees to sell Buyer such doors and accessories subject to the terms and conditions below.
2. Contract Price. The price includes base price plus accessories, options and delivery. The purchase price can be paid with check, bank transfer, credit or debit card prior to production of Goods. Seller has no obligation to begin production or delivery of the Goods until it receives full payment. By submitting an order, Buyer acknowledges and accepts responsibility for taxes, cost of performance, building permits, and other fees as required by federal, state or local laws not specifically stated herein.
3. Delivery. Most doors will ship with an LTL (less than truckload) carrier. The expected date of delivery is discussed with a Buyer, stated by Seller and depends on Goods availability. At time of delivery, Buyer must inspect merchandise. Buyer must make note on the bill of lading of any freight damage or missing packages, or any claims resulting from freight damage or missing parts shall be waived. Seller shall have the option to deliver Goods in two or more shipments as Seller shall elect. 3(a). Partial deliveries and pickups. Availablity, finish match, glass color match and other changes are guarateed for 2 weeks from the first delivery/pickup.
4. Risk of Loss: Buyer understands and agrees that the Seller may contract the delivery of merchandise with an independent carrier and that the carrier shall accept risk of loss while the goods are in transit. Upon arrival of the goods by the carrier and prior to unloading same, Buyer shall bear risk of loss as to any parts of the shipment, personal injury (i.e. for unloading) and any other liability which may occur. Buyer shall hold Seller harmless from any loss, costs, claims, suits, damages, and attorney's fees arising from any injury to any person or property which arises out of work performed or materials supplied pursuant to this Agreement.
5. Damages Resulting from Delay or Cancellation. Seller will make every effort to meet stated delivery dates and shall not be liable for any losses resulted from delay as long as it is acting in good faith. Buyer is responsible for demurrage charges from truck line if Buyer requests any delay in delivery. Seller shall not be liable for any damages which Buyer may suffer by reason of Seller's delay in delivering the Goods if Buyer, its agents or employees, notifies Seller to cancel or "hold" the order until further notice or if Buyer delays delivery of the order for any reason after production of the Goods has begun. If Buyer places order on hold prior to the start of production, Buyer remains liable for cost or damages Seller incurred by reason of the delay, including incidental and consequential costs. If Buyer notifies Seller to cancel or hold an order and production has begun, Buyer shall remain liable for the full contract price of the Goods.
6. Specifications. The goods shall conform to the specifications set forth in this Contract except where agreed upon in writing by Buyer and Seller. It is the sole responsibility of the Buyer to verify that the specifications on the Site conform to Buyer's local building and insurance codes.
7. Authority. No agreement, statement or warranty made by a real or alleged agent, employee, or representative of Seller regarding the goods sold hereunder shall bind Seller.
8. Re-Sale of Goods. If Buyer defaults on any of its obligations hereunder, Seller shall have the right, but not the obligation, to sell the products ordered to a third party at the same price as under this contract. Buyer shall remain liable for any damages, including consequential damages, resulting from such default.
9. Limited Warranty. The Goods furnished under this Agreement is warranted to be free from defects in materials and workmanship for a warranty period of one year from the date of shipment from Seller’s facilities, and such warranty shall be limited to repairing or replacing, at Seller’s sole discretion, products evidenced to be defective within such one year period. By installing the product, Buyer has constituted acceptance of materials.
10. Credit Card Authorization. Buyer agrees not to file a credit or debit card chargeback with regards to a purchase and instead abide by the dispute resolution procedures outlined in this agreement.
11. Rejection of Nonconforming Goods. Except where this Contract may expressly provide otherwise, the Commercial Code as codified under the laws of the State of New Jersey shall govern. Claims for shortages or any rejection of goods for nonconformity with the requirements of the contract. Such Claims must be reported within twenty-four (24) hours to Seller and must be made to Seller in writing within five (5) days after delivery of shipment (which the Parties agree is a reasonable time) or claim shall be conclusively waived. The notification shall state the basis of the alleged nonconformity and a description of the portion of the shipment being rejected. Within five (5) days following the notification, the Seller may have an agent inspect the goods for nonconformity.
12. Termination on Contingency. This contract will be terminated automatically with respect to the delivery of, or payment for, any Goods not yet delivered when any of following contingencies occur: Shutdown of Buyer’s or Seller’s business; and any formal, informal, voluntary, or involuntary action, whether conducted privately or in court, by either party resulting in the surrender of any substantial degree of business management for the benefit of creditors
13. Force Majeure. The parties understand that performance by Seller or Seller’s carrier may be interrupted or delayed by an occurrence outside of its control, including but not limited to the following: an act of God, war, riot, sovereign conduct, or conduct of third parties. If that should occur, Seller shall be excused from performance for as long as it is reasonably necessary to complete performance, and shall not be liable to Buyer for loss of use or any other damages resulting there from.
14. Indemnification. Buyer shall indemnify and hold Seller, its parents, subsidiaries, affiliates and all officers, directors, employees and representatives of the foregoing free and harmless from any and all claims, demands, loss, liability or expenses, including reasonable attorney’s and court fees, resulting from (i) the injury to or death of any person or persons and (ii) damage to property of any person relating to the Goods purchased hereunder which injury or damage is caused by or arises out of the negligence of Buyer, the improper installation of the Goods by Buyer or its agents, or the condition of Buyer’s property.
15. Costs of Action. In the event Buyer in any manner defaults or breaches the terms and conditions of this Agreement, or threatens to do same, or in the event it becomes necessary for Seller to employ an attorney to enforce any provision of this Agreement, obtain injunctive relief, collect damages on account of a breach or threatened breach of this Agreement, or if Seller prevails in a tort action commenced by Buyer against Seller, Buyer shall reimburse Seller for Seller's attorney fees and other court costs.
16. Severability. If any part, term or provision of this Agreement shall be determined by any court to be invalid or unenforceable, all of the remaining provisions nevertheless shall remain valid and effective as it is the intention of the parties that each provision hereof is being agreed upon separately.
17. Governing Law. This Agreement shall be construed and enforced in all respects in accordance with the laws of the State of New Jersey applicable to agreements made and entirely to be performed in New Jersey without resort to its conflict of law provisions.
18. Venue. All disputes stemming from this contract shall be solved by means of negotiations. All disagreements that cannot be resolved by means of negotiations shall be filed and adjudicated in the federal or state courts located in Bergen County, New Jersey, and Buyer and Seller agree that said court shall have exclusive jurisdiction to hear and determine any claims or disputes pertaining directly or indirectly to this Agreement, or any matter arising there from. Each party hereto expressly submits and consents in advance to such jurisdiction in any action or proceeding in such court.
19. Waiver. The failure of either party to insist in any one or more instances upon performance of any of the provisions of this agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights, and the same shall constitute and remain in full force and effect. No single or partial exercise by either party of any right or remedy shall preclude other or further exercise thereof, or the exercise of any other right or remedy. Waiver shall not constitute or be construed as a continuing waiver or a waiver of any other breach of any other provision of this Agreement.
20. Binding Effect. The provisions of this Agreement shall be binding upon and shall inure to the benefit of both parties and their respective successors and assigns.
21. Assignment. This Agreement cannot and shall not be assigned or transferred, by operation of law or otherwise, without the express prior written consent of the other parties hereto.
22. Parties In Interest. Nothing express or implied herein is intended, or shall be construed to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.
23. Headings. Headings in this Agreement are for convenience only and should not be used to interpret or construe the provisions there under.
24. Singular and Plural. Unless the context requires otherwise, wherever used herein, the singular shall include the plural and vise versa and the user of one gender shall denote the others where appropriate.
25. Entire Agreement. This Agreement constitutes the entire agreement of the parties pertaining to the subject matter contained herein and supersedes all prior and contemporaneous agreements, including, without limitation, any representations and understandings of the parties, both written and oral, other than as expressly referenced herein, and where appropriate, delivered at closing. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and which specifically refers to this Agreement and states that an amendment or modification is being made in the respects as set forth in such instrument and is made by the parties hereto.
26. Xerox copies of the Agreement or its copies sent via email have legal force since the date the Agreement is signed. The parties are obligated to exchange copies of the Agreement during the period of one week of the purchase of Goods.
BY SUBMITTING AN ORDER ON THIS SITE, BUYER AGREES TO BE BOUND TO THIS AGREEMENT AND THE TERMS AND CONDITIONS.