Pareti Mobile Walls Terms and Conditions
The parties to this agreement are CUSTOMER and Pareti Mobile Walls (Pareti). CUSTOMER represents that he/she has the legal authority and right to enter into this contract and that he/she agrees to keep the property and improvement free from any obstructive or conflicting claims that would interfere with Pareti’s work or performance under this contract. Pareti hereby agrees to design, manufacture portable wall units, custom wall units, or other woodwork specified for as agreed with Customer. Pareti agrees to professionally perform the designed work and the Customer agrees to meet the requirements below and make payment accordingly.
All portable walls are made from natural wood and MDF board; therefore, natural ‘imperfections’ (spots, shade variances, profile, knots, etc.) will exist. Outer MDF board may not have full matching color. Changes cannot be made to these natural variations. Both parties agree NO modification to the contract shall be enforceable unless it is in writing and signed by both parties.
FORCE MAJEURE: delays caused by floods, strikes, illness, labor disputes, backordered material, accidents, acts of God or other causes beyond the reasonable control of Pareti shall excuse or extend the time for performance of the contract. CUSTOMER has provided for such delays as he/she feels adequate.
CUSTOMER’S RESPONSIBILITIES
CUSTOMER is aware that wood products can be adversely affected by water, and hereby accepts responsibility for any damage occurring as a result of adverse installation or job site conditions.
CUSTOMER is aware that as an organic material, wood and composite woods may sometimes have imperfections, and may retain memory from storage or shipping.
CUSTOMER acknowledges that each order is custom built as per specifications and to the specific requirements of the customer, whether custom or standard portable walls are commissioned.
CUSTOMER acknowledges materials purchased for orders cannot be returned or restocked, due to the custom nature of each order.
CUSTOMER acknowledges Pareti Mobile Walls, LLC is not liable for any personal injury or property damage by using the Pareti Mobile Wall, LLC products.
CUSTOMER assumes complete responsibility for the safety and usability of product set up whether modified or unmodified from original drawings or photos of products provided by Pareti Mobile Walls, LLC.
SHIPMENT Any stated ship date is an approximation only. In the absence of specific shipping instructions, Pareti will ship by the carrier of its choice. CUSTOMER agrees to pay all transportation charges, whether billed by the carrier or Pareti. Unless otherwise specified, the Product will be shipped in custom crating for freight. Customer agrees that if palletizing is selected over crating, the freight carrier may deny to reimburse for any damages, even if additional insurance is purchased. Customer also agrees that timely delivery is not the responsibility of Pareti, and that all shipments are sent FOB Origin, Freight Prepaid, or FOB Origin, Freight Collect, or FOB Origin Freight Prepaid and Charged Back. In all cases FOB Origin means the buyer assumes liability when the shipment leaves Pareti. Pareti may offer assistance with your claim on your behalf, since many customers are not familiar with filing freight claims. Products may be shipped to destinations in the continental United States or Canada only. When special packaging is requested or, in the opinion of Pareti, required under the circumstances, the cost of the same, if not set forth on the invoice, will be separately invoiced. Pareti continuously upgrades and modifies its products and services to provide customers with new and improved products and services. Pareti may modify or discontinue products or services at any time without prior notice to customers and discrepancies between the product you receive and the respective specification sheet or schematic drawings may occur. However, in such a case Pareti will ship Products that have substantially similar or better functionality and performance. All Products contain new or equivalent-to-new parts except as expressly stated otherwise.
PAYMENT TERMS Buyer agrees to make the payments set forth in the invoice for the Products. Unless otherwise agreed by Pareti, payment must be received in full prior to acceptance of your order. For credit card payments, your credit card will be charged to begin production of your Products. An invoice not paid within terms is considered past due, and such invoices will be subject to a daily charge, compounded monthly, at the rate of either one and one-half percent (1.5%) per month or the highest legal interest rate, whichever is lower.
SECURITY INTEREST
Pareti reserves a purchase money security interest in the Products sold and the proceeds thereof, in the amount of the purchase price. In the event of your default in any of your obligations to Pareti, Pareti will have the right to repossess the Product sold hereunder without liability to you. This security interest will be satisfied by payment in full. A copy of the invoice may be filed with appropriate authorities at any time as a financing statement.
On request of Pareti, you agree to execute financing statements and other instruments that Pareti may request if needed to perfect Pareti’s security interest.
RETURNS AND EXCHANGES Products that are defective may be repaired or replaced in accordance with Pareti’s standard warranty, the terms and conditions of which will accompany your Product. Except for the foregoing, all sales are final and the Products may not be returned or exchanged for any reason.
INTELLECTUAL PROPERTY All intellectual property of the Product remains soley with Pareti. Any warranty related to our products shall be provided solely within such license agreement. Pareti hereby retains for itself all other rights, title, and interest in and to all intellectual property in the Products sold and any products or other deliverable created during performance of the services, including without limitation, worldwide copyright, trade secret, patent, trademark, and any other proprietary rights.
WARRANTY:
THE PRODUCTS ARE PROVIDED “AS IS” AND Pareti MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND NON-INTERFERENCE. Pareti DOES NOT WARRANT THAT YOUR USE OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE. ANY IMPLIED WARRANTIES THAT MAY BE IMPOSED BY LAW ARE LIMITED IN DURATION TO THE LIMITED WARRANTY PERIOD.
LIMITATION OF LIABILITY UNDER NO CIRCUMSTANCE SHALL Pareti BE LIABLE FOR (A) ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR LOST PROFITS, EVEN IF Pareti KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, (B) ANY CLAIM MADE BY A THIRD PARTY OR MADE BY YOU FOR A THIRD PARTY, OR (C) ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY YOU FOR THE PRODUCTS PURCHASED HEREUNDER. THIS LIMITATION OF LIABILITY APPLIES WHETHER DAMAGES ARE SOUGHT AS A TORT CLAIM (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), A CONTRACT CLAIM, OR ANY OTHER CLAIM AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME STATES OR COUNTRIES DO NOT ALLOW A LIMITATION ON HOW LONG AN IMPLIED WARRANTY LASTS OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR CONSUMER PRODUCTS. IN SUCH STATES OR COUNTRIES, SOME EXCLUSIONS OR LIMITATIONS CONTAINED HEREIN MAY NOT APPLY TO YOU.
RESALE AND EXPORT You agree that you are buying the Product for your own use, and not for resale. Pareti has separate terms and conditions governing resale transactions. The Product is intended for use only within the United States or Canada. The Product may be subject to export laws and other regulations in the United States or other countries, and you agree to comply with all such laws, regulations, or requirements as may apply to your receipt, export, or use of the Product. You agree to indemnify Pareti for any liability resulting from your failure to comply with applicable export laws, regulations, or requirements.
GENERAL
(a) The state or federal courts sitting in Linn County, Iowa shall have exclusive jurisdiction and venue over any dispute arising out of this agreement and sale, and you hereby consent to the jurisdiction of such courts.
(b) The terms and conditions set forth herein comprise the entire agreement between Pareti and you regarding this subject matter, and may be modified only in a writing signed by authorized officers of both parties.
(c) This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms.
(d) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law.
(e) You hereby acknowledge that you have not entered into this Agreement in reliance upon any warranty or representation by any person or entity except for the warranties or representations specifically described herein.
(f) The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions.
(g) Reasonable attorneys’ fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this Agreement.
(h) The section headings used herein are for convenience only and shall not be given any legal import.
WARRANTY
Pareti warrants that upon delivery the Goods will be free from defects in material and workmanship under proper and normal use. Goods shall be considered “defective” if the defect materially impairs the usability of the Goods for their intended use to Customer or the end-user. Pareti further warrants that all Goods and services will be produced and furnished in accordance with applicable laws and regulations, including the Fair Labor Standards Act of 1938, as amended. Remedies: In accordance with the terms of the limited warranty stated above (“Warranty”), Pareti will repair or replace any defective Goods, provided that written notice of the defect is received by Pareti within thirty (30) days of the delivery of the product(s). If notice is not given within such period, any claim for breach of warranty shall be conclusively deemed to have been waived and Pareti shall not be liable under this Warranty. Unless written agreement between both parties states otherwise, Customer agrees all shipping or freight charges for defective items will be paid by Customer.
RETURNS
All sales are final and no return of non-damaged Goods will be accepted without prior written authorization from Pareti. If Pareti determines that it erred on the quantity, style or other aspect regarding the initial shipment of Goods, Pareti will authorize the return of saleable Goods and will forward Customer an authorization number provided the request for return authorization is made within thirty (60) days of Customer’s receipt of the merchandise shipped in error. Upon receipt of authorized stock returns marked with the applicable authorization number, Pareti will credit Customer’s account with the price initially charged for the returned Goods plus the amount expended by Customer on freight. A 20% restocking fee will be assessed from the price of the Goods.
Pallet and custom case fees may be deducted from the credit if not caused by Pareti’s error. If Customer ships non-damaged merchandise to Pareti without first obtaining Pareti’s written authorization, such shipment will be refused by Pareti, returned to Customer at Customer’s expense and an additional %20 of the per piece price for a handling fee, applicable storage fees, and return freight will be charged to Customer.
DAMAGED GOODDS
Prior return authorization from Pareti for damaged Goods (worn or unworn) is required. If a return is approved, Pareti will authorize the return of saleable Goods and will forward Customer an authorization number. Damaged Goods should be shipped in cartons marked “DAMAGED” and if worn, also marked “WORN” and be marked with the applicable authorization number. Pareti’s will inspect returned Goods upon receipt and determine whether such Goods are actually of inferior quality. If inspection reveals no legitimate reason to issue credit, Pareti will inform Customer that there is “No Credit” and such Goods will be immediately returned to Customer, disposed of, or resold unless: 1. Customer has specifically requested that all “No Credit” Goods be returned to Customer, or
2. Customer has enclosed a note with the Goods requesting that specific Goods be returned if “no credit” can be allowed. Return of “No Credit” Goods shall be at Customer’s expense. Pareti’s liability for any defect in the Goods, whether based on contract, tort, physical injury, injury to installers or other parties, warranty, strict liability, or any other theory, shall not exceed the purchase price of the defective Goods. Pareti is not liable for lack of functionality based on Customer’s specifications or custom orders. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. IN PARTICULAR, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE REMEDY OF REPAIR OR REPLACEMENT PROVIDED UNDER THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER REMEDIES. Pareti SHALL HAVE NO LIABILITY TO THE CUSTOMER FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS OR OTHER ECONOMIC INJURY DUE TO ANY DEFECT IN THE GOODS OR ANY BREACH OF THIS AGREEMENT BY Pareti. Pareti SHALL NOT BE LIABLE TO THE CUSTOMER IN TORT FOR ANY DEFECT IN THE DESIGN OR MANUFACTURE OF THE GOODS.
No representative, agent or dealer of Pareti has authority to modify, expand, or extend this Warranty, to waive any of the limitations or exclusions of this Warranty, or to make any different or additional warranties with respect to any Goods or services furnished by Pareti. Intellectual Property. Customer acknowledges Pareti’s ownership of all trademarks, service marks, copyrights, imprints, rights of publicity, patents, design patents, registered designs, industrial designs, trade dress, product design, trade secrets and other intangible rights relating to the Goods (collectively “Pareti Intellectual Property”) and acknowledges that Customer shall have no right, title or interest whatsoever in any Pareti Intellectual Property. Any use of Pareti Intellectual Property in the promotion or sale of Goods will inure to the sole benefit of Pareti, shall be subject to Pareti’s approval and shall strictly conform to sales and advertising guidelines as established from time to time by Pareti. Customer grants Pareti an irrevocable, unrestricted and fully paid license of any intellectual property (such as designs, copyrightable advertising or promotional materials) developed in connection with the Goods and agrees to provide, and obtain from all third parties, all assignments or “work for hire” certifications necessary to secure Pareti’s rights to all such intellectual property.
Period of Limitations.
No claim, suit or other proceeding may be brought by Customer for any breach of the foregoing Warranty by Pareti or in any way arising out of this Agreement or relating to the Goods after 30 days the date the cause of action accrues.
Applicable Law. This Agreement between Pareti and Customer shall be considered to have been made in the State of Iowa, and it shall be governed by and interpreted according Iowa law, without giving effect to conflict of law principles. Any action arising out of or relating to the Agreement may be brought only in a federal or state court in Cedar Rapids, Iowa, having jurisdiction of the subject matter, and Customer irrevocably consents that such court shall have personal jurisdiction over Customer and waives any objection that the court is an inconvenient forum.
Website Terms & Conditions
Terms
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Limitations
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