ORDERS ARE SUBJECT TO ACCEPTANCE
All orders are subject to acceptance by the wholesaler (“Seller”) of the Product Line ("Manufacturer").
Buyer (“Buyer”) is defined as the person, firm or company, authority or government department, which purchases the Goods from the Seller.
ACCEPTANCE OF ORDERS IS BASED ON THE EXPRESS CONDITION THAT BUYER AGREES TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. ACCEPTANCE OF DELIVERY BY BUYER WILL CONSTITUTE BUYER'S ASSENT TO THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS REPRESENT THE COMPLETE AGREEMENT OF THE PARTIES, AND NO TERMS OR CONDITIONS IN ANY WAY ADDING TO, MODIFYING OR OTHERWISE CHANGING THE PROVISIONS STATED HEREIN SHALL BE BINDING UPON MANUFACTURER UNLESS, PRIOR WRITTEN APPROVAL IS SIGNED AND APPROVED BY AN OFFICER OF MANUFACTURER. NO MODIFICATION OF ANY OF THESE TERMS WILL BE AFFECTED BY MANUFACTURER'S SHIPMENT OF GOODS FOLLOWING RECEIPT OF BUYER'S PURCHASE ORDER, SHIPPING REQUEST OR SIMILAR FORMS CONTAINING PRINTED TERMS AND CONDITIONS CONFLICTING OR INCONSISTENT WITH THE TERMS HEREIN.
ACCOUNTS & ORDER TERMS:
We reserve the right, without prior notice, to discontinue products or change specifications and prices on products. Prices always refer to one unit and are FOB Virginia. Packaging is always included in our price; however, if the customer requires specific packaging, beyond Manufacturer’s packaging, Buyer will incur all additional fees. A credit application accompanied by the customer’s certificate of resale is required to open an account. All accounts will be opened as pro-forma. Open credit terms will be considered on a case by case basis after the first order. Orders will require a 50% deposit of total balance due with submission of order. Balance is due upon receipt of product(s) to Seller from Manufacturer. Buyer then has up to ten (10) business days to pay the remaining balance of their outstanding invoice and arrange for shipping of product(s). Failure to do so, within ten (10) business days, will result in additional fees. These fees are outlined in PRODUCT AND STORAGE FEES Section. All pieces are the property of DeMorais International until payment is received in full. DeMorais International reserves the right to defer the dispatch date until the balance of the order is received. All orders in the amount of $3,500 or less will require payment in full prior to processing the order.
PRODUCT AND STORAGE FEES
Upon completion, clients will have a total of four (4) weeks from the date they are billed for their final payment to pay all remaining balances on their order. Once the balance is paid, the item should be shipped immediately. If the balance remains unpaid after the four-week grace period, a 5% storage fee will be applied weekly. This 5% will be calculated based on the total invoice amount, not the remaining balance. Orders that accrue storage fees cannot be released until the fees and remaining balance are paid. If the order extends eight (8) weeks past the date of final billing, the client consents to release the order to DeMorais International stock, and the order deposit is lost.
CANCELLATION OF ORDERS
ALL GOODS ARE CUSTOM, MADE-TO-ORDER SPECIFICATIONS. ORDERS ARE UNABLE TO BE CANCELLED AFTER FIVE (5) BUSINESS DAYS, NOR RETURNABLE. CHANGES IN ORDERS, RETURNS OR CANCELLATIONS REQUIRE PRIOR WRITTEN APPROVAL FROM DEMORAIS INTERNATIONAL. SUCH ORDERS WILL BE SUBJECT TO CHANGE, CANCELLATION OR STOCKING FEES UP TO 50% OF THE NET SELLING PRICE. IN-STOCK LIGHTING RETURN POLICY: DEMORAIS INTERNATIONAL WILL NOT ACCEPT LIGHTING RETURNS WITHOUT PRIOR WRITTEN AUTHORIZATION. RETURNS OR CANCELLATIONS ARE SUBJECT TO CANCELLATION FEES OR RESTOCKING FEES UP TO 25% OF THE NET SELLING PRICE. IN-STOCK LIGHTING WILL NOT BE ACCEPTED AS A RETURN IF PRODUCT HAS BEEN INSTALLED, ALTERED OR DAMAGED IN ANY WAY.
All quoted completion and delivery dates are estimates only. DeMorais International shall not be liable for delays in completion, shipment, or default in delivery for any reason of force majeure or for any cause beyond Manufacturer's or DeMorais International’s reasonable control including, but not limited to, (a) government action, war, riots, civil commotion, embargoes or martial laws, (b) Manufacturer's inability to obtain necessary materials from its usual sources of supply, (c) shortage of labor, raw material, production or transportation facilities or other delays in transit, (d) labor difficulty involving employees of Manufacturer or others, (e) fire, flood or other casualty, or (f) other contingencies of manufacture or shipment. In the event of any delay in Manufacturer's performance due in whole or in part to any cause beyond Manufacturer's reasonable control, Manufacturer shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by Buyer of any goods shall constitute a waiver by Buyer of any claim for damages on account of any delay in delivery of such goods.
The Brands represented by Demorais International have the ability to customize existing products or new products to meet contract specifications. These orders will necessitate special pricing based on quantity and features. All custom designs are subject to a non-refundable design fee of two hundred and fifty dollars (USD) $250.00. In specific cases of customization, additional design fees may apply. This will be determined on a case-by-case basis at which time the Buyer will be notified of any said fees.
All taxes and excises of any nature whatsoever now or hereafter levied by governmental authority, whether federal, state or local, either directly or indirectly, upon the sale or transportation of any goods covered, hereby, shall be paid and borne by Buyer.
TITLE / RISK OF LOSS
Delivery of goods to carrier shall be deemed deliverable to Buyer, thereupon title to such goods, and risk of loss or damage, shall be solely the Buyer's. Any claim by Buyer against Seller or carrier for shortage or damage occurring prior to such delivery must be made in writing within forty-eight (48) hours after receipt of shipment and accompanied by original transportation bill signed by the carrier noting that the carrier received the goods from Manufacturer in the conditions claimed. All deliveries are subject to the accompanying Freight Receiving Rules.
METHOD OF SHIPMENT
Seller will handle product shipments. This product shipment includes door-to-door, drop off service only. Delivery personnel are limited to delivering to physical shipping address only. They are not permitted to cross the threshold of building, home, or office with shipment. Nor can they handle, uncrate, or remove any packaging or materials. Should Buyer request a specific method of shipment beyond the aforementioned shipping method of Seller, the Buyer is subject to all additional costs of additional services. Additional services would include, but are not limited to: air freight, special handling, and/or white glove services. Any shipments returned to Seller as a result of Buyer's unexcused delay or failure to accept delivery will require Buyer to pay all additional costs incurred by Seller INCLUDING STORAGE FEES.
Defective products will be either fixed or replaced within the normal production time period required to reorder and manufacture the replacement product. Furniture: Many wood and metal finishes are applied by hand and may vary in color, tone and character. While Manufacturer will make every effort to match a finish, no guarantee can be made of an exact match. Manufacturer does not guarantee finishes against fading and oxidizing. Variations in color and veining are inherent in stone and wood and considered to be part of the natural beauty. Furniture and lighting is handmade, and therefore is subject to slight variations. Outdoor Teak Furniture: Like all wood, teak will expand and contract with moisture and temperature changes. Over time this may cause slight crazing and cracking in the wood. This is a natural occurrence and is not indicative of a failure in manufacturer workmanship. Natural teak will weather to a silver patina over time when exposed to the elements. Stain finishes will degrade over time and dirt and residue may adhere to the teak unless regularly maintained by washing, sanding, and reapplying stain regularly. Textiles: Manufacturer does not guarantee fabrics, dyed or natural, from fading, normal wear, or slight variations in color.
LIMITATION OF REMEDIES
NEITHER MANUFACTURER NOR SELLER SHALL BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL LOSSES, DAMAGES OR EXPENSES, DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING OR USE OF THE GOODS, OR FROM ANY OTHER CAUSE WITH RESPECT TO THE GOODS OR THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, STRICT LIABILITY IN TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY. SELLER'S LIABILITY HEREUNDER IN ANY CASE IS EXPRESSLY LIMITED, AT MANUFACTURER'S ELECTION, TO REPAIR OR REPLACE (IN THE FORM ORIGINALLY ORDERED) OF GOODS NOT COMPLYING WITH THIS AGREEMENT, OR TO THE REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE PURCHASE PRICE OF SUCH GOODS.
REMEDIES UPON DEFAULT
Seller requires payment for any shipment hereunder in advance. If Buyer fails to make payment in accordance with the terms of this agreement or otherwise fails to comply with any provision hereof, Seller may, at its option, cancel any unshipped portion of this order, retain the goods and declare a forfeiture of the deposit as liquidated damages. In the alternative, Seller shall (in addition to other remedies available under any applicable Uniform Commercial Code or otherwise by law) have the right to appropriate and apply the goods to payment due hereunder. Seller may proceed to sell or otherwise dispose of the goods at public or private sale for cash or credit; provided, however, that Buyer shall be credited with the proceeds of such sale only when the proceeds are received by Seller. If any notification or intended disposition is required by law, such notification shall be deemed reasonably and properly given if mailed at least ten days before such disposition, postage prepaid, to Buyer at the Buyer's address set forth on the face side hereof. Any proceeds of the goods may be applied by Seller to the payment of expenses and costs to exercise Seller's rights hereunder, and any balance of such proceeds shall be applied against Buyer's account in such order as Seller shall determine in its sole discretion. Buyer will remain liable for the balance of all unpaid accounts.
All of Manufacturer's drawings, descriptive matter, weights, dimensions, descriptions and illustrations contained in the Seller’s catalogues, prices list’s or advertisements are close approximations only and intended to give a general description of the goods and shall not form part of this agreement. Furniture and lighting is handmade, and therefore is subject to slight variations.
Waiver by Manufacturer or Seller of any breach of these terms and conditions shall not be construed as a waiver of any other breach, and failure to exercise any right arising from any default hereunder shall not be deemed a waiver of such right at any subsequent time.
In the event that any one or more of these terms or conditions is held invalid, illegal or unenforceable, such provision(s) shall be severed and the remaining terms and conditions shall remain binding and effective.
As a consignee, you must identify and document loss and/or damage carefully.
There are two types of loss or damage:
• Visible or noted loss or damage
• Concealed loss or damage
VISIBLE OR NOTED LOSS OR DAMAGE
Visible loss or damage means that the loss or damage was apparent at the time of delivery. Noted means that a detailed description of the loss or damage was recorded on the Freight delivery receipt at delivery. At delivery, consignee must:
• check each handling unit for visible signs of damage.
• open any shipments that show signs of loss or damage while the driver is present.
• examine the contents with the driver.
• record an exact, detailed description of the results of the examination on both the Freight and your copy of delivery receipt.
• Do not use general or generic terms ("box/crate damaged," etc.) in the description; they do not provide acceptable support for your claim. Record specific details ("broken table base," "2-inch scratch on lamp," etc.).
• Have the driver sign your copy of the delivery receipt.
• Take pictures of noted damages of item and packaging.
• Do not discard packaging, as insurance adjuster will need to review item and packaging when a claim has been filed.
• Contact DeMorais International as soon as you inspect item(s) received to advise them of any damages as a claim will need to be filed by them within 48 hours of delivery.
Note: Courts have generally ruled that a consignee may not open the containers and examine the merchandise before giving a receipt to the carrier unless the containers indicate the probability of damage.
If you discover damage after delivery and the delivery receipt has a vague notation or no notation, it may result in a denied claim.
Damages that are caused by the Freight Carrier and occurred during transit from DeMorais to the Consignee, are not the responsibility of DeMorais or the Brand. It is the Consignee’s responsibility to inspect items received upon delivery to ensure proper measures can be taken to file a claim with the Freight Carrier.